Common use of Successors and Assigns; Third Party Beneficiaries Clause in Contracts

Successors and Assigns; Third Party Beneficiaries. This Agreement shall be binding upon and shall, subject to the penultimate sentence of Section 6.3(a), inure to the benefit of the parties hereto, their respective heirs and personal representatives, and any successor to a trustee of a trust which is or becomes a party hereto; provided, that no person claiming by, through or under a Member (whether such Member’s heir, personal representative or otherwise), as distinct from such Member itself, shall have any rights as, or in respect to, a Member (including the right to approve or vote on any matter or to notice thereof) except the right to receive only those distributions expressly payable to such person pursuant to Article VI and Article VIII. Any Member or Withdrawn Member shall remain liable for the obligations under this Agreement (including any Net GP-Related Recontribution Amounts and any Capital Commitment Recontribution Amounts) of any transferee of all or any portion of such Member’s or Withdrawn Member’s interest in the Company, unless waived by the Managing Member. The Company shall, if the Managing Member determines in its good faith judgment, based on the standards set forth in Section 5.8(d)(ii)(A) and Section 7.4(g)(ii)(A), to pursue such transferee, pursue payment (including any Net GP-Related Recontribution Amounts and/or Capital Commitment Recontribution Amounts) from the transferee with respect to any such obligations. Nothing in this Agreement is intended, nor shall anything herein be construed, to confer any rights, legal or equitable, on any person other than the Members and their respective legal representatives, heirs, successors and permitted assigns.

Successors and Assigns; Third Party Beneficiaries. This Agreement shall be binding upon and shall, subject to the penultimate sentence of Section 6.3(a), inure to the benefit of the parties hereto, their respective heirs and personal representatives, and any successor to a trustee of a trust which is or becomes a party hereto; provided, that no person claiming by, through or under a Member Partner (whether such MemberPartner’s heir, personal representative or otherwise), as distinct from such Member Partner itself, shall have any rights as, or in respect to, a Member Partner (including the right to approve or vote on any matter or to notice thereof) except the right to receive only those distributions expressly payable to such person pursuant to Article VI and Article VIII. Any Member Partner or Withdrawn Member Partner shall remain liable for the obligations under this Agreement (including any Net GP-Related Recontribution Amounts and any Capital Commitment Recontribution Amounts) of any transferee of all or any portion of such MemberPartner’s or Withdrawn MemberPartner’s interest in the CompanyPartnership, unless waived by the Managing MemberGeneral Partner. The Company Partnership shall, if the Managing Member General Partner determines in its good faith judgment, based on the standards set forth in Section 5.8(d)(ii)(A) and Section 7.4(g)(ii)(A), to pursue such transferee, pursue payment (including any Net GP-Related Recontribution Amounts and/or Capital Commitment Recontribution Amounts) from the transferee with respect to any such obligations. Nothing in this Agreement is intended, nor shall anything herein be construed, to confer any rights, legal or equitable, on any person other than the Members Partners and their respective legal representatives, heirs, successors and permitted assigns.

Successors and Assigns; Third Party Beneficiaries. This Agreement shall be binding upon and shall, subject to the penultimate sentence of Section 6.3(a), inure to the benefit of the parties hereto, their respective heirs and personal representatives, and any successor to a trustee of a trust which is or becomes a party hereto; provided, that no person claiming by, through or under a Member Partner (whether such MemberPartner’s heir, personal representative or otherwise), as distinct from such Member Partner itself, shall have any rights as, or in respect to, a Member Partner (including the right to approve or vote on any matter or to notice thereof) except the right to receive only those distributions expressly payable to such person pursuant to Article VI and Article VIII. Any Member Partner or Withdrawn Member Partner shall remain liable for the obligations under this Agreement (including any Net GP-Related Recontribution Amounts and any Capital Commitment Recontribution Amounts) of any transferee of all or any portion of such MemberPartner’s or Withdrawn MemberPartner’s interest in the CompanyPartnership, unless waived by the Managing MemberGeneral Partner. The Company Partnership shall, if the Managing Member determines General Partner determines, in its good faith judgment, based on the standards set forth in Section 5.8(d)(ii)(A) and Section 7.4(g)(ii)(A), to pursue such transferee, pursue payment (including any Net GP-Related Recontribution Amounts and/or Capital Commitment Recontribution Amounts) from the transferee with respect to any such obligations. Nothing in this Agreement is intended, nor shall anything herein be construed, to confer any rights, legal or equitable, on any person other than the Members Partners and their respective legal representatives, heirs, successors and permitted assigns. Notwithstanding the foregoing, solely to the extent required by the SP Infrastructure III Agreements, (x) the limited partners in SP Infrastructure III shall be third-party beneficiaries of the provisions of Section 5.8(d)(i)(A) and Section 5.8(d)(ii)(A) (and the definitions relating thereto), solely as they relate to any Clawback Amount (for purpose of this sentence, as defined in Section 9.4(a) of the SP Infrastructure III Partnership Agreement) and (y) the amendment of the provisions of Section 5.8(d)(i)(A) and Section 5.8(d)(ii)(A) (and the definitions relating thereto), solely as they relate to any Clawback Amount (for purpose of this sentence, as defined in Section 9.4(a) of the SP Infrastructure III Partnership Agreement), in a manner materially adverse to such limited partners shall be effective against such limited partners only with the 662⁄3% Combined Limited Partner Consent (as such term is used in the SP Infrastructure III Partnership Agreement).

Successors and Assigns; Third Party Beneficiaries. This Agreement shall be binding upon and shall, subject to the penultimate sentence of Section 6.3(a), inure to the benefit of the parties hereto, their respective heirs and personal representatives, and any successor to a trustee of a trust which is or becomes a party hereto; provided, provided that no person claiming by, through or under a Member Partner (whether such MemberPartner’s heir, personal representative or otherwise), as distinct from such Member Partner itself, shall have any rights as, or in respect to, a Member Partner (including the right to approve or vote on any matter or to notice thereof) except the right to receive only those distributions expressly payable to such person pursuant to Article Articles VI and Article VIII. Any Member Partner or Withdrawn Member Partner shall remain liable for the obligations under this Agreement (including any Net GP-Related Recontribution Amounts and any Capital Commitment Recontribution Amounts) of any transferee of all or any portion of such MemberPartner’s or Withdrawn MemberPartner’s interest in the CompanyPartnership, unless waived by the Managing MemberGeneral Partner. The Company Partnership shall, if the Managing Member determines General Partner determines, in its good faith judgment, based on the standards set forth in Section Sections 5.8(d)(ii)(A) and Section 7.4(g)(ii)(A), to pursue such transferee, pursue payment (including any Net GP-Related Recontribution Amounts and/or any Capital Commitment Recontribution Amounts) from the transferee with respect to any such obligations. Nothing in this Agreement is intended, nor shall anything herein be construed, to confer any rights, legal or equitable, on any person other than the Members Partners and their respective legal representatives, heirs, successors and permitted assigns. Notwithstanding the foregoing, solely to the extent required by the SP VII Agreements, the limited partners in SP VII shall be third-party beneficiaries of the provisions of Sections 5.8(d)(i)(A) and 5.8(d)(ii)(A) (and the definitions relating thereto), solely as they relate to any Clawback Amount (for purpose of this sentence, as defined in section 11.3 (b) of the SP VII Partnership Agreement).

Successors and Assigns; Third Party Beneficiaries. This Agreement shall be binding upon and shall, subject to the penultimate sentence of Section 6.3(a), inure to the benefit of of, and be binding upon, the parties hereto, their respective heirs and personal representatives, and any successor to a trustee of a trust which is or becomes a party hereto; provided, that no person claiming by, through or under a Member (whether such Member’s heir, personal representative or otherwise), as distinct from such Member itself, shall have any rights as, or in respect to, a Member (including the right to approve or vote on any matter or to notice thereof) except the right to receive only those distributions expressly payable to such person pursuant to Article VI and Article VIII. Any Member or Withdrawn Member shall remain liable for the obligations under this Agreement (including any Net GP-Related Recontribution Amounts and any Capital Commitment Recontribution Amounts) of any transferee of all or any portion of such Member’s or Withdrawn Member’s interest in the Company, unless waived by the Managing Member. The Company shall, if the Managing Member determines in its good faith judgment, based on the standards set forth in Section 5.8(d)(ii)(A) and Section 7.4(g)(ii)(A), to pursue such transferee, pursue payment (including any Net GP-Related Recontribution Amounts and/or Capital Commitment Recontribution Amounts) from the transferee with respect to any such obligations. Nothing in this Agreement is intended, nor shall anything herein be construed, to confer any rights, legal or equitable, on any person other than the Members hereto and their respective legal representatives, heirs, successors and permitted assigns. Except as contemplated by Article VIII, nothing in this Agreement shall confer upon any Person not a party to this Agreement, or the legal representatives of such Person, any rights or remedies of any nature or kind whatsoever under or by reason of this Agreement. No party shall sell, assign or otherwise transfer all or any of its rights, benefits or obligations hereunder without the prior written consent of the other party, such consent not to be unreasonably withheld or delayed, provided, however, that (a) Buyer may, without the Selling Parties' prior written consent, assign or transfer its rights and duties hereunder to the Partnership (or an Affiliate of Buyer other than a Partnership Entity) and, if so assigned or transferred, the Partnership (or such Affiliate of Buyer other than a Partnership Entity) shall be entitled to enforce the rights, and shall comply with the duties, hereunder so transferred or assigned as if it were a named party hereto, but no such transfer or assignment shall relieve Buyer of its obligations hereunder and no such assignee or transferee may further assign any such rights, (b) for the purposes of any financing or refinancing arrangement entered into by the Buyer in connection with the purchase of the Securities the Buyer may, without the Selling Parties' prior written consent, assign to or create a security interest in favor of any party providing any such financing or refinancing to the Buyer, all of its rights, benefits, obligations and interests hereunder, and the Selling Parties hereby consent to the exercise by any such party of any rights, benefits, obligations or interests assigned to or created in favor of such party pursuant to the foregoing and any remedies arising in connection therewith and (c) each of the Selling Parties may, without Buyer's prior written consent, assign or transfer its rights under Section 8.2(c) hereof to one or more of the Partnership Entities and, if so assigned or transferred, any such Partnership Entity shall be entitled to enforce the rights hereunder so transferred or assigned as if it were a named party hereto, but no such transfer or assignment shall relieve the Selling Parties of their obligations under Section 8.2(c) and no such assignee or transferee may further assign any such rights.

Successors and Assigns; Third Party Beneficiaries. This Agreement shall be binding upon and shall, subject to the penultimate sentence of Section 6.3(a), inure to the benefit of the parties hereto, their respective heirs and personal representatives, and any successor to a trustee of a trust which is or becomes a party hereto; provided, provided that no person claiming by, through or under a Member Partner (whether such MemberPartner’s heir, personal representative or otherwise), as distinct from such Member Partner itself, shall have any rights as, or in respect to, a Member Partner (including the right to approve or vote on any matter or to notice thereof) except the right to receive only those distributions expressly payable to such person pursuant to Article Articles VI and Article VIII. Any Member Partner or Withdrawn Member Partner shall remain liable for the obligations under this Agreement (including any Net GP-Related Recontribution Amounts and any Capital Commitment Recontribution Amounts) of any transferee of all or any portion of such MemberPartner’s or Withdrawn MemberPartner’s interest in the CompanyPartnership, unless waived by the Managing MemberGeneral Partner. The Company Partnership shall, if the Managing Member determines General Partner determines, in its good faith judgment, based on the standards set forth in Section Sections 5.8(d)(ii)(A) and Section 7.4(g)(ii)(A), to pursue such transferee, pursue payment (including any Net GP-Related Recontribution Amounts and/or any Capital Commitment Recontribution Amounts) from the transferee with respect to any such obligations. Nothing in this Agreement is intended, nor shall anything herein be construed, to confer any rights, legal or equitable, on any person other than the Members Partners and their respective legal representatives, heirs, successors and permitted assigns. Notwithstanding the foregoing, solely to the extent required by the SP VI Agreements, the limited partners in SP VI shall be third-party beneficiaries of the provisions of Sections 5.8(d)(i)(A) and 5.8(d)(ii)(A) (and the definitions relating thereto), solely as they relate to any Clawback Amount (for purpose of this sentence, as defined in section 11.3 (b) of the SP VI Partnership Agreement).

Successors and Assigns; Third Party Beneficiaries. This Agreement shall be binding upon and shall, subject to the penultimate sentence of Section 6.3(a), inure to the benefit of the parties hereto, their respective heirs and personal representatives, and any successor to a trustee of a trust which is or becomes a party hereto; provided, that no person claiming by, through or under a Member Partner (whether such MemberPartner’s heir, personal representative or otherwise), as distinct from such Member Partner itself, shall have any rights as, or in respect to, a Member Partner (including the right to approve or vote on any matter or to notice thereof) except the right to receive only those distributions expressly payable to such person pursuant to Article VI and Article VIII. Any Member Partner or Withdrawn Member Partner shall remain liable for the obligations under this Agreement (including any Net GP-Related Recontribution Amounts and any Capital Commitment Recontribution Amounts) of any transferee of all or any portion of such MemberPartner’s or Withdrawn MemberPartner’s interest in the CompanyPartnership, unless waived by the Managing MemberGeneral Partner. The Company Partnership shall, if the Managing Member determines General Partner determines, in its good faith judgment, based on the standards set forth in Section 5.8(d)(ii)(A) and Section 7.4(g)(ii)(A), to pursue such transferee, pursue payment (including any Net GP-Related Recontribution Amounts and/or Capital Commitment Recontribution Amounts) from the transferee with respect to any such obligations. Nothing in this Agreement is intended, nor shall anything herein be construed, to confer any rights, legal or equitable, on any person other than the Members Partners and their respective legal representatives, heirs, successors and permitted assigns. Notwithstanding the foregoing, solely to the extent required by the SP ▇▇ ▇▇ Agreements, (x) the limited partners in SP VIII shall be third-party beneficiaries of the provisions of Section 5.8(d)(i)(A) and Section 5.8(d)(ii)(A) (and the definitions relating thereto), solely as they relate to any Clawback Amount (for purpose of this sentence, as defined in Section 9.4(a) of the SP ▇▇ ▇▇ Partnership Agreement) and (y) the amendment of the provisions of Section 5.8(d)(i)(A) and Section 5.8(d)(ii)(A) (and the definitions relating thereto), solely as they relate to any Clawback Amount (for purpose of this sentence, as defined in Section 9.4(a) of the SP ▇▇ ▇▇ Partnership Agreement), in a manner materially adverse to such limited partners shall be effective against such limited partners only with the 662⁄3% Combined Limited Partner Consent (as such term is used in the SP ▇▇ ▇▇ Partnership Agreement).

Successors and Assigns; Third Party Beneficiaries. This Agreement shall be binding upon and shall, subject to the penultimate sentence of Section 6.3(a), inure to the benefit of the parties hereto, their respective heirs and personal representatives, and any successor to a trustee of a trust which is or becomes a party hereto; provided, provided that no person claiming by, through or under a Member Partner (whether such MemberPartner’s heir, personal representative or otherwise), as distinct from such Member Partner itself, shall have any rights as, or in respect to, a Member Partner (including the right to approve or vote on any matter or to notice thereof) except the right to receive only those distributions expressly payable to such person pursuant to Article Articles VI and Article VIII. Any Member Partner or Withdrawn Member Partner shall remain liable for the obligations under this Agreement (including any Net GP-Related Recontribution Amounts and any Capital Commitment Recontribution Amounts) of any transferee of all or any portion of such MemberPartner’s or Withdrawn MemberPartner’s interest in the CompanyPartnership, unless waived by the Managing MemberGeneral Partner. The Company Partnership shall, if the Managing Member determines General Partner determines, in its good faith judgment, based on the standards set forth in Section Sections 5.8(d)(ii)(A) and Section 7.4(g)(ii)(A), to pursue such transferee, pursue payment (including any Net GP-Related Recontribution Amounts and/or any Capital Commitment Recontribution Amounts) from the transferee with respect to any such obligations. Nothing in this Agreement is intended, nor shall anything herein be construed, to confer any rights, legal or equitable, on any person other than the Members Partners and their respective legal representatives, heirs, successors and permitted assigns. Notwithstanding the foregoing, solely to the extent required by the BREP VII Agreements, (x) the limited partners in BREP VII shall be third-party beneficiaries of the provisions of Sections 5.8(d)(i)(A) and 5.8(d)(ii)(A) (and the definitions relating thereto), solely as they relate to any Clawback Amount (for purpose of this sentence, as defined in paragraph 9.2.8(b) of the BREP VII Partnership Agreement), and (y) the amendment of the provisions of Sections 5.8(d)(i)(A) and 5.8(d)(ii)(A) (and the definitions relating thereto), solely as they relate to any Clawback Amount (for purpose of this sentence, as defined in paragraph 9.2.8(b) of the BREP VII Partnership Agreement), shall be effective against such limited partners only with the Combined Limited Partner Consent (as such term is used in the BREP VII Partnership Agreement).

Successors and Assigns; Third Party Beneficiaries. This Agreement shall be binding upon and shall, subject to the penultimate sentence of Section 6.3(a), inure to the benefit of the parties hereto, their respective heirs and personal representatives, and any successor to a trustee of a trust which is or becomes a party hereto; provided, that no person claiming by, through or under a Member Partner (whether such MemberPartner’s heir, personal representative or otherwise), as distinct from such Member Partner itself, shall have any rights as, or in respect to, a Member Partner (including the right to approve or vote on any matter or to notice thereof) except the right to receive only those distributions expressly payable to such person pursuant to Article VI and Article VIII. Any Member Partner or Withdrawn Member Partner shall remain liable for the obligations under this Agreement (including any Net GP-Related Recontribution Amounts and any Capital Commitment Recontribution Amounts) of any transferee of all or any portion of such MemberPartner’s or Withdrawn MemberPartner’s interest in the CompanyPartnership, unless waived by the Managing MemberGeneral Partner. The Company Partnership shall, if the Managing Member determines General Partner determines, in its good faith judgment, based on the standards set forth in Section 5.8(d)(ii)(A) and Section 7.4(g)(ii)(A), to pursue such transferee, pursue payment (including any Net GP-Related Recontribution Amounts and/or Capital Commitment Recontribution Amounts) from the transferee with respect to any such obligations. Nothing in this Agreement is intended, nor shall anything herein be construed, to confer any rights, legal or equitable, on any person other than the Members Partners and their respective legal representatives, heirs, successors and permitted assigns. Notwithstanding the foregoing, solely to the extent required by the SP VIII Agreements, (x) the limited partners in SP VIII shall be third-party beneficiaries of the provisions of Section 5.8(d)(i)(A) and Section 5.8(d)(ii)(A) (and the definitions relating thereto), solely as they relate to any Clawback Amount (for purpose of this sentence, as defined in Section 9.4(a) of the SP VIII Partnership Agreement) and (y) the amendment of the provisions of Section 5.8(d)(i)(A) and Section 5.8(d)(ii)(A) (and the definitions relating thereto), solely as they relate to any Clawback Amount (for purpose of this sentence, as defined in Section 9.4(a) of the SP VIII Partnership Agreement), in a manner materially adverse to such limited partners shall be effective against such limited partners only with the 662⁄3% Combined Limited Partner Consent (as such term is used in the SP VIII Partnership Agreement).

Successors and Assigns; Third Party Beneficiaries. (a) This Agreement shall be binding upon, shall inure to the benefit of and shall be enforceable by the Company and Google, and by the Sellers and their respective successors and permitted assigns, and no term or provision of this Agreement is for the benefit of, or intended to create any obligations to, any other Person. Except as set forth in Section 3.02(b), this Agreement shall not be assigned and no obligations hereunder may be transferred by any party hereto. Any attempted assignment or transfer, which does not comply with the provisions of this Section 3.02, shall be null and void ab initio. This Agreement shall be binding upon a party hereto only upon the manual execution and shalldelivery (which delivery may be by telecopy or facsimile or electronic mail) of a signature page to a counterpart hereto. (b) The rights to cause the Company to register Participating Shares pursuant to Article II may be assigned (but only with all related obligations) (i) prior to the Information Deadline by a Holder to a transferee or assignee of such Participating Shares that (A) is an affiliate, subsidiary, parent, member, retired member, partner, limited partner, retired partner or stockholder of a Holder, (B) is a Person who received such securities from the Holder by will or intestacy or (C) is a Holder’s family member or trust for the benefit of an individual Holder or (ii) at any time prior to the expiration of the Effective Period, by ▇▇▇▇▇ ▇▇▇▇▇▇ to the Donor Advised Fund; provided that: (x) the Company is, within a reasonable time after such transfer (and, in the case of clause (i), prior to the Information Deadline), furnished with the Required Information regarding the transferee or assignee; (y) such transferee or assignee agrees in writing to be bound by and subject to the penultimate sentence terms and conditions of Section 6.3(a), inure this Agreement by executing and delivering to the benefit of the parties hereto, their respective heirs and personal representatives, and any successor to Company a trustee of a trust which is or becomes a party hereto; provided, that no person claiming by, through or under a Member (whether such Member’s heir, personal representative or otherwise), as distinct from such Member itself, shall have any rights as, or in respect to, a Member (including the right to approve or vote on any matter or to notice thereof) except the right to receive only those distributions expressly payable to such person pursuant to Article VI and Article VIII. Any Member or Withdrawn Member shall remain liable for the obligations under this Joinder Agreement (including any Net GP-Related Recontribution Amounts and any Capital Commitment Recontribution Amounts) of any transferee of all or any portion of such Member’s or Withdrawn Member’s interest in the Company, unless waived by form attached hereto as Exhibit C; and (z) no such assignment shall require the Managing Member. The Company shall, if to include the Managing Member determines Registrable Shares in its good faith judgment, based on any Shelf Registration Statement except as and to the standards set forth extent provided in Section 5.8(d)(ii)(A) and Section 7.4(g)(ii)(A), to pursue such transferee, pursue payment (including any Net GP-Related Recontribution Amounts and/or Capital Commitment Recontribution Amounts) from the transferee with respect to any such obligations. Nothing in this Agreement is intended, nor shall anything herein be construed, to confer any rights, legal or equitable, on any person other than the Members and their respective legal representatives, heirs, successors and permitted assignsArticle II.

Successors and Assigns; Third Party Beneficiaries. This Agreement shall be binding upon and shall, subject to the penultimate sentence of Section 6.3(a), inure to the benefit of the parties hereto, their respective heirs and personal representatives, and any successor to a trustee of a trust which is or becomes a party hereto; provided, provided that no person claiming by, through or under a Member Partner (whether such MemberPartner’s heir, personal representative or otherwise), as distinct from such Member Partner itself, shall have any rights as, or in respect to, a Member Partner (including the right to approve or vote on any matter or to notice thereof) except the right to receive only those distributions expressly payable to such person pursuant to Article Articles VI and Article VIII. Any Member Partner or Withdrawn Member Partner shall remain liable for the obligations under this Agreement (including any Net GP-Related Recontribution Amounts and any Capital Commitment Recontribution Amounts) of any transferee of all or any portion of such MemberPartner’s or Withdrawn MemberPartner’s interest in the CompanyPartnership, unless waived by the Managing MemberGeneral Partner. The Company Partnership shall, if the Managing Member determines General Partner determines, in its good faith judgment, based on the standards set forth in Section s 5.8(d)(ii)(A) and Section 7.4(g)(ii)(A), to pursue such transferee, pursue payment (including any Net GP-Related Recontribution Amounts and/or any Capital Commitment Recontribution Amounts) from the transferee with respect to any such obligations. Nothing in this Agreement is intended, nor shall anything herein be construed, to confer any rights, legal or equitable, on any person other than the Members Partners and their respective legal representatives, heirs, successors and permitted assigns. Notwithstanding the foregoing, solely to the extent required by the SP RE VI Agreements, the limited partners in SP RE VI shall be third-party beneficiaries of the provisions of Section s 5.8(d)(i)(A) and 5.8(d)(ii)(A) (and the definitions relating thereto), solely as they relate to any Clawback Amount (for purpose of this sentence, as defined in section 11.3 (b) of the SP RE VI Partnership Agreement).

Successors and Assigns; Third Party Beneficiaries. This Agreement shall be binding upon and shall, subject to the penultimate sentence of Section 6.3(a), inure to the benefit of the parties hereto, their respective heirs and personal representatives, and any successor to a trustee of a trust which is or becomes a party hereto; provided, that no person claiming by, through or under a Member Partner (whether such MemberPartner’s heir, personal representative or otherwise), as distinct from such Member Partner itself, shall have any rights as, or in respect to, a Member Partner (including the right to approve or vote on any matter or to notice thereof) except the right to receive only those distributions expressly payable to such person pursuant to Article VI and Article VIII. Any Member Partner or Withdrawn Member Partner shall remain liable for the obligations under this Agreement (including any Net GP-Related Recontribution Amounts and any Capital Commitment Recontribution Amounts) of any transferee of all or any portion of such MemberPartner’s or Withdrawn MemberPartner’s interest in the CompanyPartnership, unless waived by the Managing MemberGeneral Partner. The Company Partnership shall, if the Managing Member determines General Partner determines, in its good faith judgment, based on the standards set forth in Section 5.8(d)(ii)(A) and Section 7.4(g)(ii)(A), to pursue such transferee, pursue payment (including any Net GP-Related Recontribution Amounts and/or Capital Commitment Recontribution Amounts) from the transferee with respect to any such obligations. Nothing in this Agreement is intended, nor shall anything herein be construed, to confer any rights, legal or equitable, on any person other than the Members Partners and their respective legal representatives, heirs, successors and permitted assigns. Notwithstanding the foregoing, solely to the extent required by the SP Infrastructure IV Agreements, (x) the limited partners in SP Infrastructure IV shall be third-party beneficiaries of the provisions of Section 5.8(d)(i)(A) and Section 5.8(d)(ii)(A) (and the definitions relating thereto), solely as they relate to any Clawback Amount (for purpose of this sentence, as defined in Section 9.4(a) of the SP Infrastructure IV Partnership Agreement) and (y) the amendment of the provisions of Section 5.8(d)(i)(A) and Section 5.8(d)(ii)(A) (and the definitions relating thereto), solely as they relate to any Clawback Amount (for purpose of this sentence, as defined in Section 9.4(a) of the SP Infrastructure IV Partnership Agreement), in a manner materially adverse to such limited partners shall be effective against such limited partners only with the 662⁄3% Combined Limited Partner Consent (as such term is used in the SP Infrastructure IV Partnership Agreement).

Successors and Assigns; Third Party Beneficiaries. This Agreement shall be binding upon and shall, subject to the penultimate sentence of Section 6.3(a), inure to the benefit of the parties hereto, their respective heirs and personal representatives, and any successor to a trustee of a trust which is or becomes a party hereto; provided, that no person claiming by, through or under a Member Partner (whether such MemberPartner’s heir, personal representative or otherwise), as distinct from such Member Partner itself, shall have any rights as, or in respect to, a Member Partner (including the right to approve or vote on any matter or to notice thereof) except the right to receive only those distributions expressly payable to such person pursuant to Article VI and Article VIII. Any Member Partner or Withdrawn Member Partner shall remain liable for the obligations under this Agreement (including any Net GP-Related Recontribution Amounts and any Capital Commitment Recontribution Amounts) of any transferee of all or any portion of such MemberPartner’s or Withdrawn MemberPartner’s interest in the CompanyPartnership, unless waived by the Managing MemberGeneral Partner. The Company Partnership shall, if the Managing Member General Partner determines in its good faith judgment, based on the standards set forth in Section 5.8(d)(ii)(A) and Section 7.4(g)(ii)(A), to pursue such transferee, pursue payment (including any Net GP-Related Recontribution Amounts and/or Capital Commitment Recontribution Amounts) from the transferee with respect to any such obligations. Nothing in this Agreement is intended, nor shall anything herein be construed, to confer any rights, legal or equitable, on any person other than the Members Partners and their respective legal representatives, heirs, successors and permitted assigns. Notwithstanding the foregoing, solely to the extent required by the BREP Asia Agreements, (x) the limited partners in BREP Asia shall be third-party beneficiaries of the provisions of Section 5.8(d)(i)(A) and Section 5.8(d)(ii)(A) (and the definitions relating thereto), solely as they relate to any Clawback Amount or Interim Clawback Amount (for purpose of this sentence, as defined in paragraphs 4.2.9(b) or 9.2.8(b), as applicable, of the BREP Asia Partnership Agreement), and (y) the amendment of the provisions of Section 5.8(d)(i)(A) and Section 5.8(d)(ii)(A) (and the definitions relating thereto), solely as they relate to any Clawback Amount or Interim Clawback Amount (for purpose of this sentence, as defined in paragraphs 4.2.9(b) or 9.2.8(c), as applicable, of the BREP Asia Partnership Agreement), shall be effective against such limited partners only with a Combined Limited Partner Consent (as such term is defined in the BREP Asia Partnership Agreement).

Successors and Assigns; Third Party Beneficiaries. This Agreement shall be binding upon and shall, subject to the penultimate sentence of Section 6.3(a), inure to the benefit of and be binding upon the heirs, legatees, legal representatives, successors and permitted assigns of each of the parties heretohereto as hereinafter provided. The rights of each Investor to require registration hereunder shall be, their respective heirs as to any Registrable Securities owned by such Investor, (i) automatically transferred upon any transfer of such Registrable Securities by such Investor to an Affiliate Transferee or by any Affiliate Transferee to any other Affiliate Transferee (and personal representativesall Registrable Securities held by Affiliate Transferees shall continue to be Registrable Securities even if registration rights are not transferred to and exercisable by such Affiliate Transferees), and (ii) automatically transferred upon any successor transfer of a number of Registrable Securities representing 65% or more of the Investor's holding of Common Stock purchased pursuant to the Stock Purchase Agreement to a trustee single purchaser or a "group" of a trust which is or becomes a party hereto; provided, that no person claiming by, through or under a Member purchasers (whether such Member’s heir, personal representative or otherwise), as distinct from such Member itself, shall have any rights as, or in respect to, a Member (including within the right to approve or vote on any matter or to notice thereof) except the right to receive only those distributions expressly payable to such person pursuant to Article VI and Article VIII. Any Member or Withdrawn Member shall remain liable for the obligations under this Agreement (including any Net GP-Related Recontribution Amounts and any Capital Commitment Recontribution Amountsmeaning of Section 13(d)(3) of any transferee the Exchange Act) if in such transfer the purchaser(s) will receive "restricted securities" within the meaning of all Rule 144 (and such purchaser or any portion of such Member’s or Withdrawn Member’s interest group will become a Demand Stockholder hereunder by executing and delivering an instrument in the form attached hereto as Exhibit A) and (iii) in all other cases, transferred only with the consent of the Company, unless waived by the Managing Member. The Company shall, if incidental or "piggy-back" registration rights of the Managing Member determines Designated Holders contained in its good faith judgment, based on the standards set forth in Section 5.8(d)(ii)(ASections 3(b) and Section 7.4(g)(ii)(A)4 hereof and the other rights of each of the Designated Holders with respect thereto shall be, to pursue such transferee, pursue payment (including any Net GP-Related Recontribution Amounts and/or Capital Commitment Recontribution Amounts) from the transferee with respect to any Registrable Security, automatically transferred upon a permitted transfer of Registrable Securities by such obligationsDesignated Holder to any Person who is the transferee of such Registrable Security. Nothing in this Agreement is intended, nor All of the obligations of the Company hereunder shall anything herein be construed, to confer survive any rights, legal or equitable, on any person such transfer. No Person other than the Members parties hereto and their respective heirs, legatees, legal representatives, heirs, successors and permitted assignsassigns is intended to be a beneficiary of any of the rights granted hereunder.

Successors and Assigns; Third Party Beneficiaries. This Agreement shall be binding upon and shall, subject to the penultimate sentence of Section 6.3(a), inure to the benefit of the parties hereto, their respective heirs and personal representatives, and any successor to a trustee of a trust which is or becomes a party hereto; provided, that no person claiming by, through or under a Member Partner (whether such MemberPartner’s heir, personal representative or otherwise), as distinct from such Member Partner itself, shall have any rights as, or in respect to, a Member Partner (including the right to approve or vote on any matter or to notice thereof) except the right to receive only those distributions expressly payable to such person pursuant to Article VI and Article VIIIVII. Any Member Partner or Withdrawn Member Partner shall remain liable for the obligations under this Agreement (including any Net GP-Related Recontribution Amounts and any Capital Commitment Recontribution Amounts) of any transferee of all or any portion of such MemberPartner’s or Withdrawn MemberPartner’s interest in the CompanyPartnership, unless waived by the Managing MemberGeneral Partner. The Company Partnership shall, if the Managing Member General Partner determines in its good faith judgment, based on the standards set forth in Section 5.8(d)(ii)(A) and Section 7.4(g)(ii)(A), to pursue such transferee, pursue payment (including any Net GP-Related Recontribution Amounts and/or Capital Commitment Recontribution Amounts) from the transferee with respect to any such obligations. Nothing in this Agreement is intended, nor shall anything herein be construed, to confer any rights, legal or equitable, on any person other than the Members Partners and their respective legal representatives, heirs, successors and permitted assigns. Notwithstanding the foregoing, solely to the extent required by the BREP Europe VII Agreements, (x) the limited partners in BREP Europe VII shall be third-party beneficiaries of the provisions of Section 5.8(d)(i)(A) and Section 5.8(d)(ii)(A) (and the definitions relating thereto), solely as they relate to any Clawback Amount or Interim Clawback Amount (for purpose of this sentence, as defined in paragraphs 4.2.9(b) or 9.2.7(b), as applicable, of the BREP Europe VII Partnership Agreement)(and accordingly may enforce such rights subject to and in accordance with the Contracts (Rights of Third Parties) Act (As Revised) of the Cayman Islands), and (y) the amendment of the provisions of Section 5.8(d)(i)(A) and Section 5.8(d)(ii)(A) (and the definitions relating thereto), solely as they relate to any Clawback Amount or Interim Clawback Amount (for purpose of this sentence, as defined in paragraphs 4.2.9(b) or 9.2.7(c), as applicable, of the BREP Europe VII Partnership Agreement), shall be effective against such limited partners only with a Combined Limited Partner Consent (as such term is defined in the BREP Europe VII Partnership Agreement) unless such amendment does not adversely affect such limited partners’ rights under paragraph 9.2.7 of the BREP Europe VII Partnership Agreement.

Successors and Assigns; Third Party Beneficiaries. This Agreement shall be binding upon and shall, subject to the penultimate sentence of Section 6.3(a), inure to the benefit of the parties hereto, their respective heirs and personal representatives, and any successor to a trustee of a trust which is or becomes a party hereto; provided, that no person claiming by, through or under a Member Partner (whether such MemberPartner’s heir, personal representative or otherwise), as distinct from such Member Partner itself, shall have any rights as, or in respect to, a Member Partner (including the right to approve or vote on any matter or to notice thereof) except the right to receive only those distributions expressly payable to such person pursuant to Article VI and Article VIII. Any Member Partner or Withdrawn Member Partner shall remain liable for the obligations under this Agreement (including any Net GP-Related Recontribution Amounts and any Capital Commitment Recontribution Amounts) of any transferee of all or any portion of such MemberPartner’s or Withdrawn MemberPartner’s interest in the CompanyPartnership, unless waived by the Managing MemberGeneral Partner. The Company Partnership shall, if the Managing Member General Partner determines in its good faith judgment, based on the standards set forth in Section 5.8(d)(ii)(A) and Section 7.4(g)(ii)(A), to pursue such transferee, pursue payment (including any Net GP-Related Recontribution Amounts and/or Capital Commitment Recontribution Amounts) from the transferee with respect to any such obligations. Nothing in this Agreement is intended, nor shall anything herein be construed, to confer any rights, legal or equitable, on any person other than the Members Partners and their respective legal representatives, heirs, successors and permitted assigns. Notwithstanding the foregoing, solely to the extent required by the Clarus IV Agreements, (x) the limited partners in Clarus IV shall be third-party beneficiaries of the provisions of Section 5.8(d)(i)(A) and Section 5.8(d)(ii)(A) (and the definitions relating thereto), solely as they relate to any Clawback Amount, and (y) the amendment of the provisions of Section 5.8(d)(i)(A) and Section 5.8(d)(ii)(A) (and the definitions relating thereto), solely as they relate to any Clawback Amount, shall be effective against such limited partners only with the consent of a majority-in-interest of the Clarus Investors (as defined in the Clarus IV Partnership Agreements) unless such amendment does not adversely affect such limited partners’ rights under paragraph 10.5.3 of the Clarus IV Partnership Agreements.

Successors and Assigns; Third Party Beneficiaries. This Agreement shall be binding upon and shall, subject to the penultimate sentence of Section 6.3(a), inure to the benefit of the parties hereto, their respective heirs and personal representatives, and any successor to a trustee of a trust which is or becomes a party hereto; provided, provided that no person claiming by, through or under a Member Partner (whether such MemberPartner’s heir, personal representative or otherwise), as distinct from such Member Partner itself, shall have any rights as, or in respect to, a Member Partner (including the right to approve or vote on any matter or to notice thereof) except the right to receive only those distributions expressly payable to such person pursuant to Article Articles VI and Article VIII. Any Member Partner or Withdrawn Member Partner shall remain liable for the obligations under this Agreement (including any Net GP-Related Recontribution Amounts and any Capital Commitment Recontribution Amounts) of any transferee of all or any portion of such MemberPartner’s or Withdrawn MemberPartner’s interest in the CompanyPartnership, unless waived by the Managing MemberGeneral Partner. The Company Partnership shall, if the Managing Member determines General Partner determines, in its good faith judgment, based on the standards set forth in Section Sections 5.8(d)(ii)(A) and Section 7.4(g)(ii)(A7.4(g)(ii) (A), to pursue such transferee, pursue payment (including any Net GP-Related Recontribution Amounts and/or any Capital Commitment Recontribution Amounts) from the transferee with respect to any such obligations. Nothing in this Agreement is intended, nor shall anything herein be construed, to confer any rights, legal or equitable, on any person other than the Members Partners and their respective legal representatives, heirs, successors and permitted assigns. Notwithstanding the foregoing, solely to the extent required by the SP NC Agreements, the limited partners in SP NC shall be third-party beneficiaries of the provisions of Sections 5.8(d)(i)(A) and 5.8(d)(ii)(A) (and the definitions relating thereto), solely as they relate to any Clawback Amount (for purpose of this sentence, as defined in section 11.3 (b) of the SP NC Partnership Agreements).

Successors and Assigns; Third Party Beneficiaries. This Agreement shall be binding upon and shall, subject to the penultimate sentence of Section 6.3(a), inure to the benefit of the parties hereto, their respective heirs and personal representatives, and any successor to a trustee of a trust which is or becomes a party hereto; provided, that no person claiming by, through or under a Member (whether such Member’s heir, personal representative or otherwise), as distinct from such Member itself, shall have any rights as, or in respect to, a Member (including the right to approve or vote on any matter or to notice thereof) except the right to receive only those distributions expressly payable to such person pursuant to Article Articles VI and Article VIII. Any Member or Withdrawn Member shall remain liable for the obligations under this Agreement (including any Net GP-Related Recontribution Amounts and any Capital Commitment Recontribution Amounts) of any transferee of all or any portion of such Member’s or Withdrawn Member’s interest in the Company, unless waived by the Managing Member. The Company shall, if the Managing Member determines in its good faith judgment, based on the standards set forth in Section Sections 5.8(d)(ii)(A) and Section 7.4(g)(ii)(A), to pursue such transferee, pursue payment (including any Net GP-Related Recontribution Amounts and/or Capital Commitment Recontribution Amounts) from the transferee with respect to any such obligations. Nothing in this Agreement is intended, nor shall anything herein be construed, to confer any rights, legal or equitable, on any person other than the Members and their respective legal representatives, heirs, successors and permitted assigns. Notwithstanding the foregoing, solely to the extent required by the BEP Agreements, (x) the limited partners in BEP shall be third-party beneficiaries of the provisions of Sections 5.8(d)(i)(A) and 5.8(d)(ii)(A)(and the definitions relating thereto), solely as they relate to any Clawback Amount (for purpose of this sentence, as defined in paragraph 9.2.8(b) of the BEP Partnership Agreement), and (y) the amendment of the provisions of Sections 5.8(d)(i)(A) and 5.8(d)(ii)(A) (and the definitions relating thereto), solely as they relate to any Clawback Amount (for purpose of this sentence, as defined in paragraph 9.2.8(b) of the BEP Partnership Agreement), shall be made only with a 66 2/3% Combined Limited Partner Consent (as such term is used in the BEP Partnership Agreement).

Successors and Assigns; Third Party Beneficiaries. This Agreement shall be binding upon and shall, subject to the penultimate sentence of Section 6.3(a), inure to the benefit of the parties hereto, their respective heirs and personal representatives, and any successor to a trustee of a trust which is or becomes a party hereto; provided, provided that no person claiming by, through or under a Member Partner (whether such MemberPartner’s heir, personal representative or otherwise), as distinct from such Member Partner itself, shall have any rights as, or in respect to, a Member Partner (including the right to approve or vote on any matter or to notice thereof) except the right to receive only those distributions expressly payable to such person pursuant to Article Articles VI and Article VIII. Any Member Partner or Withdrawn Member Partner shall remain liable for the obligations under this Agreement (including any Net GP-Related Recontribution Amounts and any Capital Commitment Recontribution Amounts) of any transferee of all or any portion of such MemberPartner’s or Withdrawn MemberPartner’s interest in the CompanyPartnership, unless waived by the Managing MemberGeneral Partner. The Company Partnership shall, if the Managing Member determines General Partner determines, in its good faith judgment, based on the standards set forth in Section Sections 5.8(d)(ii)(A) and Section 7.4(g)(ii)(A), to pursue such transferee, pursue payment (including any Net GP-Related Recontribution Amounts and/or any Capital Commitment Recontribution Amounts) from the transferee with respect to any such obligations. Nothing in this Agreement is intended, nor shall anything herein be construed, to confer any rights, legal or equitable, on any person other than the Members Partners and their respective legal representatives, heirs, successors and permitted assigns. Notwithstanding the foregoing, the provisions of Sections 5.8(d)(i) and (iii) shall inure to the benefit of the limited partners or other investors in BREP Europe III, and such limited partners or investors shall have the right to enforce the provisions thereof to the extent the Partnership does not otherwise do so.

Successors and Assigns; Third Party Beneficiaries. This Agreement shall be binding upon and shall, subject to the penultimate sentence of Section 6.3(a), inure to the benefit of the parties hereto, their respective heirs and personal representatives, and any successor to a trustee of a trust which is or becomes a party hereto; provided, provided that no person claiming by, through or under a Member Partner (whether such MemberPartner’s heir, personal representative or otherwise), as distinct from such Member Partner itself, shall have any rights as, or in respect to, a Member Partner (including the right to approve or vote on any matter or to notice thereof) except the right to receive only those distributions expressly payable to such person pursuant to Articles Article VI and Article VIII. Any Member Partner or Withdrawn Member Partner shall remain liable for the obligations under this Agreement (including any Net GP-Related Recontribution Amounts and any Capital Commitment Recontribution Amounts) of any transferee of all or any portion of such MemberPartner’s or Withdrawn MemberPartner’s interest in the CompanyPartnership, unless waived by the Managing MemberGeneral Partner. The Company Partnership shall, if the Managing Member determines General Partner determines, in its good faith judgment, based on the standards set forth in Section 5.8(d)(ii)(A) and Section 7.4(g)(ii)(A), to pursue such transferee, pursue payment (including any Net GP-Related Recontribution Amounts and/or any Capital Commitment Recontribution Amounts) from the transferee with respect to any such obligations. Nothing in this Agreement is intended, nor shall anything herein be construed, to confer any rights, legal or equitable, on any person other than the Members Partners and their respective legal representatives, heirs, successors and permitted assigns. Notwithstanding the foregoing, solely to the extent required by the BREP Europe IV Agreements, (x) each Limited Partner (as defined in the BREP Europe IV Partnership Agreement) of BREP Europe IV shall be a third-party beneficiary of the provisions of Sections 5.8(d)(i)(A) and 5.8(d)(ii)(A), solely as they relate to any Clawback Amount (for purpose of this sentence, as defined in the BREP Europe IV Partnership Agreement), and (y) the amendment of the provisions of Sections 5.8(d)(i)(A) and 5.8(d)(ii)(A), solely as they relate to any Clawback Amount (for purpose of this sentence, as defined in the BREP Europe IV Partnership Agreement), shall not be amended in a manner adverse to the Limited Partners of BREP Europe IV without the Combined Limited Partner Consent (as such term is used in the BREP Europe IV Partnership Agreement).

Successors and Assigns; Third Party Beneficiaries. This Agreement shall be binding upon and shall, subject to the penultimate sentence of Section 6.3(a), inure to the benefit of the parties hereto, their respective heirs and personal representatives, and any successor to a trustee of a trust which is or becomes a party hereto; provided, that no person claiming by, through or under a Member Partner (whether such MemberPartner’s heir, personal representative or otherwise), as distinct from such Member Partner itself, shall have any rights as, or in respect to, a Member Partner (including the right to approve or vote on any matter or to notice thereof) except the right to receive only those distributions expressly payable to such person pursuant to Article VI and Article VIII. Any Member Partner or Withdrawn Member Partner shall remain liable for the obligations under this Agreement (including any Net GP-Related Recontribution Amounts and any Capital Commitment Recontribution Amounts) of any transferee of all or any portion of such MemberPartner’s or Withdrawn MemberPartner’s interest in the CompanyPartnership, unless waived by the Managing MemberGeneral Partner. The Company Partnership shall, if the Managing Member General Partner determines in its good faith judgment, based on the standards set forth in Section 5.8(d)(ii)(A) and Section 7.4(g)(ii)(A), to pursue such transferee, pursue payment (including any Net GP-Related Recontribution Amounts and/or Capital Commitment Recontribution Amounts) from the transferee with respect to any such obligations. Nothing in this Agreement is intended, nor shall anything herein be construed, to confer any rights, legal or equitable, on any person other than the Members Partners and their respective legal representatives, heirs, successors and permitted assigns. Notwithstanding the foregoing, solely to the extent required by the BCEP II Agreements, (x) the limited partners in BCEP II shall be third-party beneficiaries of the provisions of Section 5.8(d)(i)(A) and Section 5.8(d)(ii)(A) (and the definitions relating thereto), solely as they relate to any Clawback Amount (for purpose of this sentence, as defined in paragraph 9.2.8(b) of the BCEP II Partnership Agreement), and (y) the amendment of the provisions of Section 5.8(d)(i)(A) and Section 5.8(d)(ii)(A) (and the definitions relating thereto), solely as they relate to any Clawback Amount (for purpose of this sentence, as defined in paragraph 9.2.8(b) of the BCEP II Partnership Agreement), shall be effective against such limited partners only with the 66 2/3% Combined Limited Partner Consent (as such term is used in the BCEP II Partnership Agreement) unless such amendment does not adversely affect the LPs’ rights under paragraph 9.2.8 of the BCEP II Partnership Agreement.

Successors and Assigns; Third Party Beneficiaries. This Agreement shall be binding upon and shall, subject to the penultimate sentence of Section 6.3(a), inure to the benefit of the parties hereto, their respective heirs and personal representatives, and any successor to a trustee of a trust which is or becomes a party hereto; provided, that no person claiming by, through or under a Member Partner (whether such MemberPartner’s heir, personal representative or otherwise), as distinct from such Member Partner itself, shall have any rights as, or in respect to, a Member Partner (including the right to approve or vote on any matter or to notice thereof) except the right to receive only those distributions expressly payable to such person pursuant to Article VI and Article VIII. Any Member Partner or Withdrawn Member Partner shall remain liable for the obligations under this Agreement (including any Net GP-Related Recontribution Amounts and any Capital Commitment Recontribution Amounts) of any transferee of all or any portion of such MemberPartner’s or Withdrawn MemberPartner’s interest in the CompanyPartnership, unless waived by the Managing MemberGeneral Partner. The Company Partnership shall, if the Managing Member General Partner determines in its good faith judgment, based on the standards set forth in Section 5.8(d)(ii)(A) and Section 7.4(g)(ii)(A), to pursue such transferee, pursue payment (including any Net GP-Related Recontribution Amounts and/or Capital Commitment Recontribution Amounts) from the transferee with respect to any such obligations. Nothing in this Agreement is intended, nor shall anything herein be construed, to confer any rights, legal or equitable, on any person other than the Members Partners and their respective legal representatives, heirs, successors and permitted assigns. Notwithstanding the foregoing, solely to the extent required by the BCP VIII Agreements, (x) the limited partners in BCP VIII shall be third-party beneficiaries of the provisions of Section 5.8(d)(i)(A) and Section 5.8(d)(ii)(A) (and the definitions relating thereto), solely as they relate to any Clawback Amount (for purpose of this sentence, as defined in paragraph 9.2.8(b) of the BCP VIII Partnership Agreement), and (y) the amendment of the provisions of Section 5.8(d)(i)(A) and Section 5.8(d)(ii)(A) (and the definitions relating thereto), solely as they relate to any Clawback Amount (for purpose of this sentence, as defined in paragraph 9.2.8(c) of the BCP VIII Partnership Agreement), shall be effective against such limited partners only with the 66 2/3% Combined Limited Partner Consent (as such term is used in the BCP VIII Partnership Agreement) unless such amendment does not adversely affect the LPs’ rights under paragraph 9.2.8 of the BCP VIII Partnership Agreement.

Successors and Assigns; Third Party Beneficiaries. (a) This Agreement and all of the provisions hereto shall be binding upon and inure to the benefit of, and be enforceable by, the parties hereto and their respective successors and permitted assigns, but neither this Agreement nor any of the rights, interests or obligations set forth herein shall be assigned by any party hereto without the prior written consent of the other parties hereto, except as set forth in Section 4.02(b), and any purported assignment without such consent shall be void. This Agreement shall be binding upon a party hereto only upon the manual execution and shalldelivery (which delivery may be by telecopy or facsimile or electronic mail) of a signature page to a counterpart hereto. (b) The rights to cause the Company to register Registrable Shares pursuant to Article II may be assigned (but only with all related obligations) by a Holder to a Transferee of such securities that (a) is an affiliate, subsidiary, parent, member, retired member partner, limited partner, retired partner or stockholder of a Holder, or (b) is a Holder’s family member or trust for the benefit of an individual Holder, provided: (i) the Company is, substantially contemporaneously with such Transfer, furnished with written notice of the name and address of such Transferee or assignee and the securities with respect to which such registration rights are being assigned; (ii) such Transferee or assignee agrees in writing to be bound by and subject to the penultimate sentence terms and conditions of Section 6.3(a), inure this Agreement by duly executing and delivering to the benefit Company an Instrument of Adherence in the form attached as Exhibit A hereto (an “Instrument of Adherence”); (iii) such assignment shall be effective only if immediately following such Transfer the further disposition of such securities by the Transferee or assignee is restricted under the Securities Act and applicable state securities laws and (iv) such Transfer may otherwise be and is effected in accordance with applicable federal and state securities laws and any other applicable agreements or instruments by which such Holder is bound. (c) Notwithstanding anything to the contrary contained in this Agreement, and without limiting any of the parties hereto, their respective heirs and personal representatives, and any successor to a trustee of a trust which is or becomes a party hereto; provided, that no person claiming by, through or under a Member (whether such Member’s heir, personal representative or otherwise), as distinct from such Member itself, shall have any rights as, or in respect to, a Member (including the right to approve or vote on any matter or to notice thereof) except the right to receive only those distributions expressly payable to such person pursuant to Article VI and Article VIII. Any Member or Withdrawn Member shall remain liable for the obligations under this Agreement (including any Net GP-Related Recontribution Amounts and any Capital Commitment Recontribution Amounts) of any transferee of all or any portion of such Member’s or Withdrawn Member’s interest in the Company, unless waived by the Managing Member. The Company shall, if the Managing Member determines in its good faith judgment, based on the standards Holder set forth in Section 5.8(d)(ii)(A) and Section 7.4(g)(ii)(A4.02(b), if any Holder Transfers any Registrable Shares within the Standstill Period and such Transferred Registrable Shares continue to pursue be Registrable Shares after such transfereeTransfer, pursue payment (including i) such Holder must notify in writing the Company, substantially contemporaneously with such Transfer, of the name and address of such Transferee and the securities being so Transferred; (ii) such Holder must cause such Transferee to be bound by and subject to the terms and conditions of Article III by requiring such Transferee to duly execute and deliver to the Company a Standstill Instrument of Adherence in the form attached as Exhibit B hereto (a “Standstill Instrument of Adherence”); and (iii) such Transfer may otherwise be and is effected in accordance with applicable federal and state securities laws and any Net GP-Related Recontribution Amounts and/or Capital Commitment Recontribution Amounts) from the transferee with respect to any other applicable agreements or instruments by which such obligations. Nothing in this Agreement Holder is intended, nor shall anything herein be construed, to confer any rights, legal or equitable, on any person other than the Members and their respective legal representatives, heirs, successors and permitted assignsbound.

Successors and Assigns; Third Party Beneficiaries. This Agreement shall be binding upon and shall, subject to the penultimate sentence of Section 6.3(a), inure to the benefit of the parties hereto, their respective heirs and personal representatives, and any successor to a trustee of a trust which is or becomes a party hereto; provided, that no person claiming by, through or under a Member Partner (whether such MemberPartner’s heir, personal representative or otherwise), as distinct from such Member Partner itself, shall have any rights as, or in respect to, a Member Partner (including the right to approve or vote on any matter or to notice thereof) except the right to receive only those distributions expressly payable to such person pursuant to Article VI and Article VIII. Any Member Partner or Withdrawn Member Partner shall remain liable for the obligations under this Agreement (including any Net GP-Related Recontribution Amounts and any Capital Commitment Recontribution Amounts) of any transferee of all or any portion of such MemberPartner’s or Withdrawn MemberPartner’s interest in the CompanyPartnership, unless waived by the Managing MemberGeneral Partner. The Company Partnership shall, if the Managing Member General Partner determines in its good faith judgment, based on the standards set forth in Section 5.8(d)(ii)(A) and Section 7.4(g)(ii)(A), to pursue such transferee, pursue payment (including any Net GP-Related Recontribution Amounts and/or Capital Commitment Recontribution Amounts) from the transferee with respect to any such obligations. Nothing in this Agreement is intended, nor shall anything herein be construed, to confer any rights, legal or equitable, on any person other than the Members Partners and their respective legal representatives, heirs, successors and permitted assigns. Notwithstanding the foregoing, solely to the extent required by the BETP IV Agreements, (x) the limited partners in BETP IV shall be third-party beneficiaries of the provisions of Section 5.8(d)(i)(A) and Section 5.8(d)(ii)(A) (and the definitions relating thereto), solely as they relate to any Clawback Amount (for purpose of this sentence, as defined in paragraph 9.2.8(b) of the BETP IV Partnership Agreement), and (y) the amendment of the provisions of Section 5.8(d)(i)(A) and Section 5.8(d)(ii)(A) (and the definitions relating thereto), solely as they relate to any Clawback Amount (for purpose of this sentence, as defined in paragraph 9.2.8(b) of the BETP IV Partnership Agreement), shall be effective against such limited partners only with the 66 2/3% Combined Limited Partner Consent (as such term is used in the BETP IV Partnership Agreement) unless such amendment does not adversely affect the LPs’ rights under paragraph 9.2.8 of the BETP IV Partnership Agreement.

Successors and Assigns; Third Party Beneficiaries. (a) This Agreement shall be binding upon and shall, subject to the penultimate sentence of Section 6.3(a), inure to the benefit of and be binding and enforceable upon successors, permitted assigns and permitted transferees of each of the parties hereto, their respective heirs and personal representatives, and parties; provided however that any successor transfer or assignment of the Preferred Shares or the shares of Common Stock issued upon conversion thereof to a trustee person that is not the Purchaser, an Affiliate of the Purchaser or a trust which is Pledgee shall immediately result in those Preferred Shares or becomes shares of Common Stock losing their status as “Registrable Securities” and such transferee shall not be a party hereto“Holder” for purposes of this Agreement; provided, however, that no person claiming bynothing herein shall be deemed to permit any assignment, through transfer or under a Member other disposition of Registrable Securities in violation of the terms of the Purchase Agreement. (b) The Holders shall be third party beneficiaries to the agreements made hereunder between the Company, on the one hand, and the Purchaser, on the other hand, and shall have the right to enforce such agreements directly to the extent they may deem such enforcement necessary or advisable to protect their rights or the rights of Holders hereunder. If any permitted transferee of any Holder shall acquire Preferred Shares or Registrable Securities, in any manner, whether such Member’s heir, personal representative by operation of law or otherwise), as distinct from such Member itselfRegistrable Securities shall be held subject to all of the terms of this Agreement, and by taking and holding such Preferred Shares and/or Registrable Securities such Person shall be entitled to receive the benefits of this Agreement and shall be deemed to have agreed to be bound by all of the terms and provisions of this Agreement. (c) No Holder shall have any rights as, liability or in respect to, a Member (including obligation to the right to approve or vote on any matter or to notice thereof) except the right to receive only those distributions expressly payable to such person pursuant to Article VI and Article VIII. Any Member or Withdrawn Member shall remain liable for the obligations under this Agreement (including any Net GP-Related Recontribution Amounts and any Capital Commitment Recontribution Amounts) of any transferee of all or any portion of such Member’s or Withdrawn Member’s interest in the Company, unless waived by the Managing Member. The Company shall, if the Managing Member determines in its good faith judgment, based on the standards set forth in Section 5.8(d)(ii)(A) and Section 7.4(g)(ii)(A), to pursue such transferee, pursue payment (including any Net GP-Related Recontribution Amounts and/or Capital Commitment Recontribution Amounts) from the transferee with respect to any failure by any other Holder to comply with, or any breach by any other Holder of, any of the obligations of such obligations. Nothing in Holder under this Agreement is intended, nor shall anything herein be construed, to confer any rights, legal or equitable, on any person other than the Members and their respective legal representatives, heirs, successors and permitted assignsAgreement.

Successors and Assigns; Third Party Beneficiaries. This Agreement shall be binding upon and shall, subject to the penultimate sentence of Section 6.3(a), inure to the benefit of the parties hereto, their respective heirs and personal representatives, and any successor to a trustee of a trust which is or becomes a party hereto; provided, that no person claiming by, through or under a Member Partner (whether such MemberPartner’s heir, personal representative or otherwise), as distinct from such Member Partner itself, shall have any rights as, or in respect to, a Member Partner (including the right to approve or vote on any matter or to notice thereof) except the right to receive only those distributions expressly payable to such person pursuant to Article VI and Article VIII. Any Member Partner or Withdrawn Member Partner shall remain liable for the obligations under this Agreement (including any Net GP-Related Recontribution Amounts and any Capital Commitment Recontribution Amounts) of any transferee of all or any portion of such MemberPartner’s or Withdrawn MemberPartner’s interest in the CompanyPartnership, unless waived by the Managing MemberGeneral Partner. The Company Partnership shall, if the Managing Member General Partner determines in its good faith judgment, based on the standards set forth in Section 5.8(d)(ii)(A) and Section 7.4(g)(ii)(A), to pursue such transferee, pursue payment (including any Net GP-Related Recontribution Amounts and/or Capital Commitment Recontribution Amounts) from the transferee with respect to any such obligations. Nothing in this Agreement is intended, nor shall anything herein be construed, to confer any rights, legal or equitable, on any person other than the Members Partners and their respective legal representatives, heirs, successors and permitted assigns. Notwithstanding the foregoing, solely to the extent required by the BREP Asia III Agreements, (x) the limited partners in BREP Asia III shall be third-party beneficiaries of the provisions of Section 5.8(d)(i)(A) and Section 5.8(d)(ii)(A) (and the definitions relating thereto), solely as they relate to any Clawback Amount or Interim Clawback Amount (for purpose of this sentence, as defined in paragraphs 4.2.9(b) or 9.2.8(b), as applicable, of the BREP Asia III Partnership Agreement), and (y) the amendment of the provisions of Section 5.8(d)(i)(A) and Section 5.8(d)(ii)(A) (and the definitions relating thereto), solely as they relate to any Clawback Amount or Interim Clawback Amount (for purpose of this sentence, as defined in paragraphs 4.2.9(b) or 9.2.8(b), as applicable, of the BREP Asia III Partnership Agreement), shall be effective against such limited partners only with a Combined Limited Partner Consent (as such term is defined in the BREP Asia III Partnership Agreement) unless such amendment does not adversely affect such LPs’ rights under paragraph 9.2.8 of the BREP Asia III Partnership Agreement.

Successors and Assigns; Third Party Beneficiaries. This Agreement shall be binding upon and shall, subject to the penultimate sentence of Section 6.3(a), inure to the benefit of the parties hereto, their respective heirs and personal representatives, and any successor to a trustee of a trust which is or becomes a party hereto; provided, that no person claiming by, through or under a Member Partner (whether such MemberPartner’s heir, personal representative or otherwise), as distinct from such Member Partner itself, shall have any rights as, or in respect to, a Member Partner (including the right to approve or vote on any matter or to notice thereof) except the right to receive only those distributions expressly payable to such person pursuant to Article VI and Article VIII. Any Member Partner or Withdrawn Member Partner shall remain liable for the obligations under this Agreement (including any Net GP-Related Recontribution Amounts and any Capital Commitment Recontribution Amounts) of any transferee of all or any portion of such MemberPartner’s or Withdrawn MemberPartner’s interest in the CompanyPartnership, unless waived by the Managing MemberGeneral Partner. The Company Partnership shall, if the Managing Member General Partner determines in its good faith judgment, based on the standards set forth in Section 5.8(d)(ii)(A) and Section 7.4(g)(ii)(A), to pursue such transferee, pursue payment (including any Net GP-Related Recontribution Amounts and/or Capital Commitment Recontribution Amounts) from the transferee with respect to any such obligations. Nothing in this Agreement is intended, nor shall anything herein be construed, to confer any rights, legal or equitable, on any person other than the Members Partners and their respective legal representatives, heirs, successors and permitted assigns. Notwithstanding the foregoing, solely to the extent required by the BCP IX Agreements, (x) the limited partners in BCP IX shall be third-party beneficiaries of the provisions of Section 5.8(d)(i)(A) and Section 5.8(d)(ii)(A) (and the definitions relating thereto), solely as they relate to any Clawback Amount (for purpose of this sentence, as defined in paragraph 9.2.8(b) of the BCP IX Partnership Agreement), and (y) the amendment of the provisions of Section 5.8(d)(i)(A) and Section 5.8(d)(ii)(A) (and the definitions relating thereto), solely as they relate to any Clawback Amount (for purpose of this sentence, as defined in paragraph 9.2.8(b) of the BCP IX Partnership Agreement), shall be effective against such limited partners only with the 66 2/3% Combined Limited Partner Consent (as such term is used in the BCP IX Partnership Agreement) unless such amendment does not adversely affect the LPs’ rights under paragraph 9.2.8 of the BCP IX Partnership Agreement.

Successors and Assigns; Third Party Beneficiaries. This Agreement shall be binding upon and shall, subject to the penultimate sentence of Section 6.3(a), inure to the benefit of the parties hereto, their respective heirs and personal representatives, and any successor to a trustee of a trust which is or becomes a party hereto; provided, that no person claiming by, through or under a Member Partner (whether such MemberPartner’s heir, personal representative or otherwise), as distinct from such Member Partner itself, shall have any rights as, or in respect to, a Member Partner (including the right to approve or vote on any matter or to notice thereof) except the right to receive only those distributions expressly payable to such person pursuant to Article VI and Article VIII. Any Member Partner or Withdrawn Member Partner shall remain liable for the obligations under this Agreement (including any Net GP-Related Recontribution Amounts and any Capital Commitment Recontribution Amounts) of any transferee of all or any portion of such MemberPartner’s or Withdrawn MemberPartner’s interest in the CompanyPartnership, unless waived by the Managing MemberGeneral Partner. The Company Partnership shall, if the Managing Member determines General Partner determines, in its good faith judgment, based on the standards set forth in Section 5.8(d)(ii)(A) and Section 7.4(g)(ii)(A), to pursue such transferee, pursue payment (including any Net GP-Related Recontribution Amounts and/or any Capital Commitment Recontribution Amounts) from the transferee with respect to any such obligations. Nothing in this Agreement is intended, nor shall anything herein be construed, to confer any rights, legal or equitable, on any person other than the Members Partners and their respective legal representatives, heirs, successors and permitted assigns. Notwithstanding the foregoing, solely to the extent required by the OMP Partnership Agreement, (x) the limited partners in OMP shall be a third-party beneficiaries of the provisions of Section 5.8(d)(i)(A) and Section 5.8(d)(ii)(A) (and the definitions relating thereto), solely as they relate to any Clawback Amount (for purpose of this sentence, as defined in paragraph 9.2.8(b) of the OMP Partnership Agreement) and (y) the amendment of the provisions of Section 5.8(d)(i)(A) and Section 5.8(d)(ii)(A) (and the definitions related thereto), solely as they relate to any Clawback Amount (for purpose of this sentence, as defined in paragraph 9.2.8(b) of the OMP Partnership Agreement), shall be effective against such limited partners only with the Limited Partner Consent (as such term is used in the OMP Partnership Agreement).

Successors and Assigns; Third Party Beneficiaries. This Agreement shall be binding upon and shall, subject to the penultimate sentence of Section 6.3(a), inure to the benefit of the parties hereto, their respective heirs and personal representatives, and any successor to a trustee of a trust which is or becomes a party hereto; provided, provided that no person claiming by, through or under a Member Partner (whether such MemberPartner’s heir, personal representative or otherwise), as distinct from such Member Partner itself, shall have any rights as, or in respect to, a Member Partner (including the right to approve or vote on any matter or to notice thereof) except the right to receive only those distributions expressly payable to such person pursuant to Article Articles VI and Article VIII. Any Member Partner or Withdrawn Member Partner shall remain liable for the obligations under this Agreement (including any Net GP-Related Recontribution Amounts and any Capital Commitment Recontribution Amounts) of any transferee of all or any portion of such MemberPartner’s or Withdrawn MemberPartner’s interest in the CompanyPartnership, unless waived by the Managing MemberGeneral Partner. The Company Partnership shall, if the Managing Member determines General Partner determines, in its good faith judgment, based on the standards set forth in Section Sections 5.8(d)(ii)(A) and Section 7.4(g)(ii)(A), to pursue such transferee, pursue payment (including any Net GP-Related Recontribution Amounts and/or any Capital Commitment Recontribution Amounts) from the transferee with respect to any such obligations. Nothing in this Agreement is intended, nor shall anything herein be construed, to confer any 77 rights, legal or equitable, on any person other than the Members Partners and their respective legal representatives, heirs, successors and permitted assigns. Notwithstanding the foregoing, solely to the extent required by the BREP VII Agreements, (x) the limited partners in BREP VII shall be third-party beneficiaries of the provisions of Sections 5.8(d)(i)(A) and 5.8(d)(ii)(A) (and the definitions relating thereto), solely as they relate to any Clawback Amount (for purpose of this sentence, as defined in paragraph 9.2.8(b) of the BREP VII Partnership Agreement), and (y) the amendment of the provisions of Sections 5.8(d)(i)(A) and 5.8(d)(ii)(A) (and the definitions relating thereto), solely as they relate to any Clawback Amount (for purpose of this sentence, as defined in paragraph 9.2.8(b) of the BREP VII Partnership Agreement), shall be effective against such limited partners only with the Combined Limited Partner Consent (as such term is used in the BREP VII Partnership Agreement).

Successors and Assigns; Third Party Beneficiaries. This Agreement shall be binding upon and shall, subject to the penultimate sentence of Section 6.3(a), inure to the benefit of the parties hereto, their respective heirs and personal representatives, and any successor to a trustee of a trust which is or becomes a party hereto; provided, that no person claiming by, through or under a Member Partner (whether such MemberPartner’s heir, personal representative or otherwise), as distinct from such Member Partner itself, shall have any rights as, or in respect to, a Member Partner (including the right to approve or vote on any matter or to notice thereof) except the right to receive only those distributions expressly payable to such person pursuant to Article VI and Article VIII. Any Member Partner or Withdrawn Member Partner shall remain liable for the obligations under this Agreement (including any Net GP-Related Recontribution Amounts and any Capital Commitment Recontribution Amounts) of any transferee of all or any portion of such MemberPartner’s or Withdrawn MemberPartner’s interest in the CompanyPartnership, unless waived by the Managing MemberGeneral Partner. The Company Partnership shall, if the Managing Member General Partner determines in its good faith judgment, based on the standards set forth in Section 5.8(d)(ii)(A) and Section 7.4(g)(ii)(A), to pursue such transferee, pursue payment (including any Net GP-Related Recontribution Amounts and/or Capital Commitment Recontribution Amounts) from the transferee with respect to any such obligations. Nothing in this Agreement is intended, nor shall anything herein be construed, to confer any rights, legal or equitable, on any person other than the Members Partners and their respective legal representatives, heirs, successors and permitted assigns. Notwithstanding the foregoing, solely to the extent required by the BCP Asia Agreements, (x) the limited partners in BCP Asia shall be third-party beneficiaries of the provisions of Section 5.8(d)(i)(A) and Section 5.8(d)(ii)(A) (and the definitions relating thereto), solely as they relate to any Clawback Amount (for purpose of this sentence, as defined in paragraph 9.2.8(b) of the BCP Asia Partnership Agreement), and (y) the amendment of the provisions of Section 5.8(d)(i)(A) and Section 5.8(d)(ii)(A) (and the definitions relating thereto), solely as they relate to any Clawback Amount (for purpose of this sentence, as defined in paragraph 9.2.8(c) of the BCP Asia Partnership Agreement), shall be effective against such limited partners only with the 66 2/3% Combined Limited Partner Consent (as such term is defined in the BCP Asia Partnership Agreement).

Successors and Assigns; Third Party Beneficiaries. This Agreement shall be binding upon and shall, subject to the penultimate sentence of Section 6.3(a), inure to the benefit of the parties hereto, their respective heirs and personal representatives, and any successor to a trustee of a trust which is or becomes a party hereto; provided, that no person claiming by, through or under a Member Partner (whether such MemberPartner’s heir, personal representative or otherwise), as distinct from such Member Partner itself, shall have any rights as, or in respect to, a Member Partner (including the right to approve or vote on any matter or to notice thereof) except the right to receive only those distributions expressly payable to such person pursuant to Article VI and Article VIII. Any Member Partner or Withdrawn Member Partner shall remain liable for the obligations under this Agreement (including any Net GP-Related Recontribution Amounts and any Capital Commitment Recontribution Amounts) of any transferee of all or any portion of such MemberPartner’s or Withdrawn MemberPartner’s interest in the CompanyPartnership, unless waived by the Managing MemberGeneral Partner. The Company Partnership shall, if the Managing Member General Partner determines in its good faith judgment, based on the standards set forth in Section 5.8(d)(ii)(A) and Section 7.4(g)(ii)(A), to pursue such transferee, pursue payment (including any Net GP-Related Recontribution Amounts and/or Capital Commitment Recontribution Amounts) from the transferee with respect to any such obligations. Nothing in this Agreement is intended, nor shall anything herein be construed, to confer any rights, legal or equitable, on any person other than the Members Partners and their respective legal representatives, heirs, successors and permitted assigns. Notwithstanding the foregoing, solely to the extent required by the BEP III Agreements, (x) the limited partners in BEP III shall be third-party beneficiaries of the provisions of Section 5.8(d)(i)(A) and Section 5.8(d)(ii)(A) (and the definitions relating thereto), solely as they relate to any Clawback Amount (for purpose of this sentence, as defined in paragraph 9.2.8(b) of the BEP III Partnership Agreement), and (y) the amendment of the provisions of Section 5.8(d)(i)(A) and Section 5.8(d)(ii)(A) (and the definitions relating thereto), solely as they relate to any Clawback Amount (for purpose of this sentence, as defined in paragraph 9.2.8(c) of the BEP III Partnership Agreement), shall be effective against such limited partners only with the 66 2/3% Combined Limited Partner Consent (as such term is used in the BEP III Partnership Agreement) unless such amendment does not adversely affect the LPs’ rights under paragraph 9.2.8 of the BEP III Partnership Agreement.

Successors and Assigns; Third Party Beneficiaries. This Agreement shall be binding upon and shall, subject to the penultimate sentence of Section 6.3(a), inure to the benefit of the parties hereto, their respective heirs and personal representatives, and any successor to a trustee of a trust which is or becomes a party hereto; provided, that no person claiming by, through or under a Member Partner (whether such MemberPartner’s heir, personal representative or otherwise), as distinct from such Member Partner itself, shall have any rights as, or in respect to, a Member Partner (including the right to approve or vote on any matter or to notice thereof) except the right to receive only those distributions expressly payable to such person pursuant to Article VI and Article VIII. Any Member Partner or Withdrawn Member Partner shall remain liable for the obligations under this Agreement (including any Net GP-Related Recontribution Amounts and any Capital Commitment Recontribution Amounts) of any transferee of all or any portion of such MemberPartner’s or Withdrawn MemberPartner’s interest in the CompanyPartnership, unless waived by the Managing MemberGeneral Partner. The Company Partnership shall, if the Managing Member determines General Partner determines, in its good faith judgment, based on the standards set forth in Section 5.8(d)(ii)(A) and Section 7.4(g)(ii)(A), to pursue such transferee, pursue payment (including any Net GP-Related Recontribution Amounts and/or any Capital Commitment Recontribution Amounts) from the transferee with respect to any such obligations. Nothing in this Agreement is intended, nor shall anything herein be construed, to confer any rights, legal or equitable, on any person other than the Members Partners and their respective legal representatives, heirs, successors and permitted assigns. Notwithstanding the foregoing, solely to the extent required by the Liberty Place Partnership Agreement, (x) the limited partners in Liberty Place shall be a third-party beneficiaries of the provisions of Section 5.8(d)(i)(A) and Section 5.8(d)(ii)(A) (and the definitions relating thereto), solely as they relate to any Clawback Amount (for purpose of this sentence, as defined in paragraph 9.2.8(b) of the Liberty Place Partnership Agreement) and (y) the amendment of the provisions of Section 5.8(d)(i)(A) and Section 5.8(d)(ii)(A) (and the definitions related thereto), solely as they relate to any Clawback Amount (for purpose of this sentence, as defined in paragraph 9.2.8(b) of the Liberty Place Partnership Agreement), shall be effective against such limited partners only with the Limited Partner Consent (as such term is used in the Liberty Place Partnership Agreement).

Successors and Assigns; Third Party Beneficiaries. This Agreement shall be binding upon and shall, subject to the penultimate sentence of Section 6.3(a), inure to the benefit of the parties hereto, their respective heirs and personal representatives, and any successor to a trustee of a trust which is or becomes a party hereto; provided, provided that no person claiming by, through or under a Member Partner (whether such MemberPartner’s heir, personal representative or otherwise), as distinct from such Member Partner itself, shall have any rights as, or in respect to, a Member Partner (including the right to approve or vote on any matter or to notice thereof) except the right to receive only those distributions expressly payable to such person pursuant to Article Articles VI and Article VIII. Any Member Partner or Withdrawn Member Partner shall remain liable for the obligations under this Agreement (including any Net GP-Related Recontribution Amounts and any Capital Commitment Recontribution Amounts) of any transferee of all or any portion of such MemberPartner’s or Withdrawn MemberPartner’s interest in the CompanyPartnership, unless waived by the Managing MemberGeneral Partner. The Company Partnership shall, if the Managing Member determines General Partner determines, in its good faith judgment, based on the standards set forth in Section Sections 5.8(d)(ii)(A) and Section 7.4(g)(ii)(A), to pursue such transferee, pursue payment (including any Net GP-Related Recontribution Amounts and/or any Capital Commitment Recontribution Amounts) from the transferee with respect to any such obligations. Nothing in this Agreement is intended, nor shall anything herein be construed, to confer any rights, legal or equitable, on any person other than the Members Partners and their respective legal representatives, heirs, successors and permitted assigns. Notwithstanding the foregoing, solely to the extent required by the MB Asia Agreements, (x) each Limited Partner (as defined in the MB Asia Agreements) of MB Asia shall be a third-party beneficiary of the provisions of Sections 5.8(d)(i)(A) and 5.8(d)(ii)(A), solely as they relate to any Clawback Amount (for purpose of this sentence, as defined in the MB Asia Partnership Agreement), and (y) the amendment of the provisions of Sections 5.8(d)(i)(A) and 5.8(d)(ii)(A), solely as they relate to any Clawback Amount (for purpose of this sentence, as defined in the MB Asia Partnership Agreement), shall not be amended in a manner adverse to the Limited Partners of MB Asia without the Combined Limited Partner Consent (as such term is used in the MB Asia Partnership Agreement).

Successors and Assigns; Third Party Beneficiaries. This Agreement shall be binding upon and shall, subject to the penultimate sentence of Section 6.3(a), inure to the benefit of the parties hereto, their respective heirs and personal representatives, and any successor to a trustee of a trust which is or becomes a party hereto; provided, that no person claiming by, through or under a Member Partner (whether such MemberPartner’s heir, personal representative or otherwise), as distinct from such Member Partner itself, shall have any rights as, or in respect to, a Member Partner (including the right to approve or vote on any matter or to notice thereof) except the right to receive only those distributions expressly payable to such person pursuant to Article VI and Article VIII. Any Member Partner or Withdrawn Member Partner shall remain liable for the obligations under this Agreement (including any Net GP-Related Recontribution Amounts and any Capital Commitment Recontribution Amounts) of any transferee of all or any portion of such MemberPartner’s or Withdrawn MemberPartner’s interest in the CompanyPartnership, unless waived by the Managing MemberGeneral Partner. The Company Partnership shall, if the Managing Member determines General Partner determines, in its good faith judgment, based on the standards set forth in Section 5.8(d)(ii)(A) and Section 7.4(g)(ii)(A), to pursue such transferee, pursue payment (including any Net GP-Related Recontribution Amounts and/or Capital Commitment Recontribution Amounts) from the transferee with respect to any such obligations. Nothing in this Agreement is intended, nor shall anything herein be construed, to confer any rights, legal or equitable, on any person other than the Members Partners and their respective legal representatives, heirs, successors and permitted assigns. Notwithstanding the foregoing, solely to the extent required by the SP DE Agreements, (x) the limited partners in SP DE shall be third-party beneficiaries of the provisions of Section 5.8(d)(i)(A) and Section 5.8(d)(ii)(A) (and the definitions relating thereto), solely as they relate to any Clawback Amount and (y) the amendment of the provisions of Section 5.8(d)(i)(A) and Section 5.8(d)(ii)(A) (and the definitions relating thereto), solely as they relate to any Clawback Amount, in a manner materially adverse to such limited partners shall be effective against such limited partners only in a manner consistent with the requirements of the applicable SP DE Agreement.

Successors and Assigns; Third Party Beneficiaries. This Agreement shall be binding upon and shall, subject to the penultimate sentence of Section 6.3(a), inure to the benefit of the parties hereto, their respective heirs and personal representatives, and any successor to a trustee of a trust which is or becomes a party hereto; provided, that no person claiming by, through or under a Member Partner (whether such MemberPartner’s heir, personal representative or otherwise), as distinct from such Member Partner itself, shall have any rights as, or in respect to, a Member Partner (including the right to approve or vote on any matter or to notice thereof) except the right to receive only those distributions expressly payable to such person pursuant to Article VI and Article VIII. Any Member Partner or Withdrawn Member Partner shall remain liable for the obligations under this Agreement (including any Net GP-Related Recontribution Amounts and any Capital Commitment Recontribution Amounts) of any transferee of all or any portion of such MemberPartner’s or Withdrawn MemberPartner’s interest in the CompanyPartnership, unless waived by the Managing MemberGeneral Partner. The Company Partnership shall, if the Managing Member General Partner determines in its good faith judgment, based on the standards set forth in Section 5.8(d)(ii)(A) and Section 7.4(g)(ii)(A), to pursue such transferee, pursue payment (including any Net GP-Related Recontribution Amounts and/or Capital Commitment Recontribution Amounts) from the transferee with respect to any such obligations. Nothing in this Agreement is intended, nor shall anything herein be construed, to confer any rights, legal or equitable, on any person other than the Members Partners and their respective legal representatives, heirs, successors and permitted assigns. Notwithstanding the foregoing, solely to the extent required by the BXG Agreements, (x) the limited partners in BXG shall be third-party beneficiaries of the provisions of Section 5.8(d)(i)(A) and Section 5.8(d)(ii)(A) (and the definitions relating thereto), solely as they relate to any Clawback Amount (for purpose of this sentence, as defined in Section 9.4(a) of the BXG Partnership Agreement), and (y) the provisions of Section 5.8(d)(i)(A) and Section 5.8(d)(ii)(A) (and the definitions relating thereto), solely as they relate to any Clawback Amount (for purpose of this sentence, as defined in Section 9.4(a) of the BXG Partnership Agreement), shall not be amended in a manner materially adverse to the limited partners without the 66 2/3% Combined Limited Partner Consent (as defined in the BXG Partnership Agreement) and shall be effective against such limited partners only with the 66 2/3% Combined Limited Partner Consent.

Successors and Assigns; Third Party Beneficiaries. This Agreement shall be binding upon and shall, subject to the penultimate sentence of Section 6.3(a), inure to the benefit of the parties hereto, their respective heirs and personal representatives, and any successor to a trustee of a trust which is or becomes a party hereto; provided, that no person claiming by, through or under a Member Partner (whether such MemberPartner’s heir, personal representative or otherwise), as distinct from such Member Partner itself, shall have any rights as, or in respect to, a Member Partner (including the right to approve or vote on any matter or to notice thereof) except the right to receive only those distributions expressly payable to such person pursuant to Article VI and Article VIII. Any Member Partner or Withdrawn Member Partner shall remain liable for the obligations under this Agreement (including any Net GP-Related Recontribution Amounts and any Capital Commitment Recontribution Amounts) of any transferee of all or any portion of such MemberPartner’s or Withdrawn MemberPartner’s interest in the CompanyPartnership, unless waived by the Managing MemberGeneral Partner. The Company Partnership shall, if the Managing Member determines General Partner determines, in its good faith judgment, based on the standards set forth in Section 5.8(d)(ii)(A) and Section 7.4(g)(ii)(A), to pursue such transferee, pursue payment (including any Net GP-Related Recontribution Amounts and/or any Capital Commitment Recontribution Amounts) from the transferee with respect to any such obligations. Nothing in this Agreement is intended, nor shall anything herein be construed, to confer any rights, legal or equitable, on any person other than the Members Partners and their respective legal representatives, heirs, successors and permitted assigns. Notwithstanding the foregoing, solely to the extent required by the BREDS II Agreements, (x) the limited partners in BREDS II shall be a third-party beneficiaries of the provisions of Section 5.8(d)(i)(A) and Section 5.8(d)(ii)(A) (and the definitions relating thereto), solely as they relate to any Clawback Amount (for purpose of this sentence, as defined in paragraph 9.2.8(b) of the BREDS II Partnership Agreement) and (y) the amendment of the provisions of Section 5.8(d)(i)(A) and Section 5.8(d)(ii)(A) (and the definitions related thereto), solely as they relate to any Clawback Amount (for purpose of this sentence, as defined in paragraph 9.2.8(b) of the BREDS II Partnership Agreement), shall be effective against such limited partners only with the Combined Limited Partner Consent (as such term is used in the BREDS II Partnership Agreement).

Successors and Assigns; Third Party Beneficiaries. This Agreement shall be binding upon and shall, subject to the penultimate sentence of Section 6.3(a), inure to the benefit of the parties hereto, their respective heirs and personal representatives, and any successor to a trustee of a trust which is or becomes a party hereto; provided, that no person claiming by, through or under a Member Partner (whether such MemberPartner’s heir, personal representative or otherwise), as distinct from such Member Partner itself, shall have any rights as, or in respect to, a Member Partner (including the right to approve or vote on any matter or to notice thereof) except the right to receive only those distributions expressly payable to such person pursuant to Article VI and Article VIII. Any Member Partner or Withdrawn Member Partner shall remain liable for the obligations under this Agreement (including any Net GP-Related Recontribution Amounts and any Capital Commitment Recontribution Amounts) of any transferee of all or any portion of such MemberPartner’s or Withdrawn MemberPartner’s interest in the CompanyPartnership, unless waived by the Managing MemberGeneral Partner. The Company Partnership shall, if the Managing Member General Partner determines in its good faith judgment, based on the standards set forth in Section 5.8(d)(ii)(A) and Section 7.4(g)(ii)(A), to pursue such transferee, pursue payment (including any Net GP-Related Recontribution Amounts and/or Capital Commitment Recontribution Amounts) from the transferee with respect to any such obligations. Nothing in this Agreement is intended, nor shall anything herein be construed, to confer any rights, legal or equitable, on any person other than the Members Partners and their respective legal representatives, heirs, successors and permitted assigns. Notwithstanding the foregoing, solely to the extent required by the BREDS IV Agreements, (x) the limited partners in BREDS IV shall be third-party beneficiaries of the provisions of Section 5.8(d)(i)(A) and Section 5.8(d)(ii)(A) (and the definitions relating thereto), solely as they relate to any Clawback Amount or Interim Clawback Amount (for purpose of this sentence, as defined in paragraphs 4.2.9(b) or 9.2.8(b), as applicable, of the BREDS IV Partnership Agreement), and (y) the amendment of the provisions of Section 5.8(d)(i)(A) and Section 5.8(d)(ii)(A) (and the definitions relating thereto), solely as they relate to any Clawback Amount or Interim Clawback Amount (for purpose of this sentence, as defined in paragraphs 4.2.9(b) or 9.2.8(b), as applicable, of the BREDS IV Partnership Agreement), shall be effective against such limited partners only with a Combined Limited Partner Consent (as such term is defined in the BREDS IV Partnership Agreement) unless such amendment does not adversely affect such limited partners’ rights under paragraph 9.2.8 of the BREDS IV Partnership Agreement.

Successors and Assigns; Third Party Beneficiaries. This Agreement shall be binding upon and shall, subject to the penultimate sentence of Section 6.3(a), inure to the benefit of the parties hereto, their respective heirs and personal representatives, and any successor to a trustee of a trust which is or becomes a party hereto; provided, provided that no person claiming by, through or under a Member Partner (whether such MemberPartner’s heir, personal representative or otherwise), as distinct from such Member Partner itself, shall have any rights as, or in respect to, a Member Partner (including the right to approve or vote on any matter or to notice thereof) except the right to receive only those distributions expressly payable to such person pursuant to Article Articles VI and Article VIII. Any Member Partner or Withdrawn Member Partner shall remain liable for the obligations under this Agreement (including any Net GP-Related Recontribution Amounts and any Capital Commitment Recontribution Amounts) of any transferee of all or any portion of such MemberPartner’s or Withdrawn MemberPartner’s interest in the CompanyPartnership, unless waived by the Managing MemberGeneral Partner. The Company Partnership shall, if the Managing Member determines General Partner determines, in its good faith judgment, based on the standards set forth in Section Sections 5.8(d)(ii)(A) and Section 7.4(g)(ii)(A), to pursue such transferee, pursue payment (including any Net GP-Related Recontribution Amounts and/or any Capital Commitment Recontribution Amounts) from the transferee with respect to any such obligations. Nothing in this Agreement is intended, nor shall anything herein be construed, to confer any rights, legal or equitable, on any person other than the Members Partners and their respective legal representatives, heirs, successors and permitted assigns. Notwithstanding the foregoing, solely to the extent required by the BSSF Europe Agreements, (x) the limited partners in BSSF Europe shall be third-party beneficiaries of the provisions of Sections 5.8(d)(i)(A) and 5.8(d)(ii)(A) (and the definitions relating thereto), solely as they relate to any Clawback Amount (for purpose of this sentence, as defined in paragraph 9.2.7(b) of the BSSF Europe Agreements), and (y) the amendment of the provisions of Sections 5.8(d)(i)(A) and 5.8(d)(ii)(A) (and the definitions relating thereto), solely as they relate to any Clawback Amount (for purpose of this sentence, as defined in paragraph 9.2.7(b) of the BSSF Europe Agreements), shall be effective against such limited partners only with the Combined Limited Partner Consent (as such term is used in the BSSF Europe Agreements).

Successors and Assigns; Third Party Beneficiaries. This Agreement shall be binding upon and shall, subject to the penultimate sentence of Section 6.3(a), inure to the benefit of the parties hereto, their respective heirs and personal representatives, and any successor to a trustee of a trust which is or becomes a party hereto; provided, that no person claiming by, through or under a Member Partner (whether such MemberPartner’s heir, personal representative or otherwise), as distinct from such Member Partner itself, shall have any rights as, or in respect to, a Member Partner (including the right to approve or vote on any matter or to notice thereof) except the right to receive only those distributions expressly payable to such person pursuant to Article VI and Article VIII. Any Member Partner or Withdrawn Member Partner shall remain liable for the obligations under this Agreement (including any Net GP-Related Recontribution Amounts and any Capital Commitment Recontribution Amounts) of any transferee of all or any portion of such MemberPartner’s or Withdrawn MemberPartner’s interest in the CompanyPartnership, unless waived by the Managing MemberGeneral Partner. The Company Partnership shall, if the Managing Member General Partner determines in its good faith judgment, based on the standards set forth in Section 5.8(d)(ii)(A) and Section 7.4(g)(ii)(A), to pursue such transferee, pursue payment (including any Net GP-Related Recontribution Amounts and/or Capital Commitment Recontribution Amounts) from the transferee with respect to any such obligations. Nothing in this Agreement is intended, nor shall anything herein be construed, to confer any rights, legal or equitable, on any person other than the Members Partners and their respective legal representatives, heirs, successors and permitted assigns. Notwithstanding the foregoing, solely to the extent required by the BREDS V Agreements, (x) the limited partners in BREDS V shall be third-party beneficiaries of the provisions of Section 5.8(d)(i)(A) and Section 5.8(d)(ii)(A) (and the definitions relating thereto), solely as they relate to any Clawback Amount or Interim Clawback Amount (for purpose of this sentence, as defined in paragraphs 4.2.9(b) or 9.2.8(b), as applicable, of the BREDS V Partnership Agreement), and (y) the amendment of the provisions of Section 5.8(d)(i)(A) and Section 5.8(d)(ii)(A) (and the definitions relating thereto), solely as they relate to any Clawback Amount or Interim Clawback Amount (for purpose of this sentence, as defined in paragraphs 4.2.9(b) or 9.2.8(b), as applicable, of the BREDS V Partnership Agreement), shall be effective against such limited partners only with a Combined Limited Partner Consent (as such term is defined in the BREDS V Partnership Agreement) unless such amendment does not adversely affect such limited partners’ rights under paragraph 9.2.8 of the BREDS V Partnership Agreement.

Successors and Assigns; Third Party Beneficiaries. This Agreement shall be binding upon and shall, subject to the penultimate sentence of Section 6.3(a)6.3, inure to the benefit of the parties hereto, their respective heirs and personal representatives, and any successor to a trustee of a trust which is or becomes a party hereto; provided, provided that no person claiming by, through or under a Member Partner (whether such MemberPartner’s heir, personal representative or otherwise), as distinct from such Member Partner itself, shall have any rights as, or in respect to, a Member Partner (including the right to approve or vote on any matter or to notice thereof) except the right to receive only those distributions expressly payable to such person pursuant to Article VI and Article VIIIVI. Any Member Partner or Withdrawn Member Partner shall remain liable for the obligations under this Agreement (including any Net GP-Related Recontribution Amounts and any Capital Commitment Recontribution Amounts) of any transferee of all or any portion of such MemberPartner’s or Withdrawn MemberPartner’s interest in the CompanyPartnership, unless waived by the Managing MemberGeneral Partner in accordance with applicable law. The Company Partnership shall, if the Managing Member determines General Partner determines, in its good faith judgment, based on the standards standard set forth in Section 5.8(d)(ii)(A) and Section 7.4(g)(ii)(A), to pursue such transferee, pursue payment (including any Net GP-Related Recontribution Amounts and/or Capital Commitment Recontribution Amounts) from the transferee with respect to any such obligations. Nothing in this Agreement is intended, nor shall anything herein be construed, to confer any rights, legal or equitable, on any person other than the Members Partners and their respective legal representatives, heirs, successors and permitted assigns. Notwithstanding the foregoing, the provisions of Sections 5.8(d)(i) and (iii) shall inure to the benefit of the limited partners or other investors in ▇▇▇▇, and such limited partners or investors shall have the right to enforce the provisions thereof to the extent the Partnership does not otherwise do so.

Successors and Assigns; Third Party Beneficiaries. (a) This Agreement and all of its terms shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns, including any successor by a merger or conversion referenced below. Except as provided in this Section 11.5(a), this Agreement shall not be assigned by any party hereto. Any party (including, for this purpose, Seller) may assign or transfer any of its rights under this Agreement to any of its Affiliates, provided that no such assignment or transfer shall operate to relieve a party of any of its liabilities or obligations hereunder. The parties acknowledge that after the Merger Closing Date, with written notice to Buyer, Parent may merge Seller into Belo or an Affiliate of Belo or convert Seller from a corporation to a limited liability company. Pursuant to Section 6.1(d), the parties intend that the transactions contemplated by this Agreement qualify as a part of a tax-deferred, like-kind exchange under Section 1031 of the Code. Buyer acknowledges that each of Seller and Option Party, in that regard, is permitted to assign its rights, but not its liabilities or obligations, under this Agreement, to one or more “qualified intermediaries” for use in this transaction as that term is used in Treasury Regulations Section 1.1031(k)-1(g)(4), and otherwise to cooperate with Seller and Option Party and their respective Affiliates to structure the sale as a like-kind exchange, provided that Buyer will not be required to incur any obligation, liability or expense with respect to any such exchanges. (b) This Agreement shall be binding upon and shall, subject to the penultimate sentence of Section 6.3(a), inure to the benefit of the parties hereto, their respective heirs and personal representatives, and any successor to a trustee of a trust which is or becomes a party hereto; provided, that no person claiming by, through or under a Member (whether such Member’s heir, personal representative or otherwise), as distinct from such Member itself, shall have any rights as, or in respect to, a Member (including the right to approve or vote on any matter or to notice thereof) except the right to receive only those distributions expressly payable to such person pursuant to Article VI and Article VIII. Any Member or Withdrawn Member shall remain liable for the obligations under this Agreement (including any Net GP-Related Recontribution Amounts and any Capital Commitment Recontribution Amounts) of any transferee of all or any portion of such Member’s or Withdrawn Member’s interest in the Company, unless waived by the Managing Member. The Company shall, if the Managing Member determines in its good faith judgment, based on the standards set forth in Section 5.8(d)(ii)(A) and Section 7.4(g)(ii)(A), to pursue such transferee, pursue payment (including any Net GP-Related Recontribution Amounts and/or Capital Commitment Recontribution Amounts) from the transferee with respect to any such obligations. Nothing in this Agreement is intended, nor shall anything herein be construed, to confer any rights, legal or equitable, on any person other than the Members hereto and their respective legal representatives, heirs, successors and permitted assigns. Except as expressly provided in Article IX and Section 11.5(a), nothing in this Agreement, expressed or implied, is intended or shall be construed to confer upon any Person other than the parties and successors and assigns permitted by this Section 11.5 any right, remedy or claim under or by reason of this Agreement. For the avoidance of doubt, Belo, Seller and their Affiliates are not third-party beneficiaries under this Agreement.

Successors and Assigns; Third Party Beneficiaries. This Agreement shall be binding upon and shall, subject to the penultimate sentence of Section 6.3(a), inure to the benefit of the parties hereto, their respective heirs and personal representatives, and any successor to a trustee of a trust which is or becomes a party hereto; provided, that no person claiming by, through or under a Member (whether such Member’s heir, personal representative or otherwise), as distinct from such Member itself, shall have any rights as, or in respect to, a Member (including the right to approve or vote on any matter or to notice thereof) except the right to receive only those distributions expressly payable to such person pursuant to Article VI and Article VIII. Any Member or Withdrawn Member shall remain liable for the obligations under this Agreement (including any Net GP-Related Recontribution Amounts and any Capital Commitment Recontribution Amounts) of any transferee of all or any portion of such Member’s or Withdrawn Member’s interest in the Company, unless waived by the Managing Member. The Company shall, if the Managing Member determines determines, in its good faith judgment, based on the standards set forth in Section 5.8(d)(ii)(A) and Section 7.4(g)(ii)(A), to pursue such transferee, pursue payment (including any Net GP-Related Recontribution Amounts and/or any Capital Commitment Recontribution Amounts) from the transferee with respect to any such obligations. Nothing in this Agreement is intended, nor shall anything herein be construed, to confer any rights, legal or equitable, on any person other than the Members and their respective legal representatives, heirs, successors and permitted assigns. Notwithstanding the foregoing, solely to the extent required by the BCP VII Agreements, (x) the limited partners in BCP VII shall be a third-party beneficiaries of the provisions of Section 5.8(d)(i)(A) and Section 5.8(d)(ii)(A) (and the definitions relating thereto), solely as they relate to any Clawback Amount (for purpose of this sentence, as defined in paragraph 9.2.8(b) of the BCP VII Partnership Agreement), and (y) the amendment of the provisions of Section 5.8(d)(i)(A) and Section 5.8(d)(ii)(A) (and the definitions relating thereto), solely as they relate to any Clawback Amount (for purpose of this sentence, as defined in paragraph 9.2.8(b) of the BCP VII Partnership Agreement), shall be effective against such limited partners only with the Combined Limited Partner Consent (as such term is used in the BCP VII Partnership Agreement).

Successors and Assigns; Third Party Beneficiaries. (a) This Agreement shall be binding upon and shall, subject to the penultimate sentence of Section 6.3(a), inure to the benefit of and be binding upon the successors and permitted assigns of the parties hereto. Subject to applicable securities laws and, their respective heirs subject to the prior written consent of the Borrower (such consent of the Borrower not to be unreasonably withheld or delayed, and personal representativesshall be deemed provided unless expressly withheld by the Borrower within three (3) Business Days of written request therefor), Agent and each Lender may assign any of its rights under any of the Loan Documents to any Person, and any successor holder of the Notes may assign, in whole or in part, the Notes to a trustee of a trust which is or becomes a party heretoany Person; provided, however, that no person claiming by, through such consent of the Borrower will be required (i) with respect to any assignment to another Lender or under a Member (whether such Member’s heir, personal representative or otherwise), as distinct from such Member itself, shall have any rights asAffiliate of any Lender, or in respect to(ii) during the continuation of any Event of Default. No Loan Party may assign any of their respective rights, a Member (including the right to approve or vote on delegate any matter or to notice thereof) except the right to receive only those distributions expressly payable to such person pursuant to Article VI and Article VIII. Any Member or Withdrawn Member shall remain liable for the obligations of its obligations, under this Agreement (including or any Net GP-Related Recontribution Amounts of the other Loan Documents without the prior written consent of the Lenders, and any Capital Commitment Recontribution Amounts) such purported assignment by any Loan Party without the written consent of the Lenders shall be void and of no effect. Except as provided in this Section 14.03 and Article 7, no Person other than the parties hereto and to the other Loan Documents and their successors and permitted assigns is intended to be a beneficiary of any transferee of such Loan Documents. (b) Notwithstanding any other provision of this Agreement or any Loan Document to the contrary, Agent and any Lender may at any time create a security interest in all or any portion of such Member’s its rights under this Agreement, the Notes or Withdrawn Member’s interest in any other Loan Document, and the Company, unless waived by the Managing Member. The Company shall, if the Managing Member determines in its good faith judgment, based on the standards set forth in Section 5.8(d)(ii)(ACollateral. (c) and Section 7.4(g)(ii)(A), to pursue such transferee, pursue payment (including any Net GP-Related Recontribution Amounts and/or Capital Commitment Recontribution Amounts) from the transferee with respect to any such obligations. Nothing Notwithstanding anything in this Agreement is intendedor any Loan Document to the contrary, nor there shall anything herein be construedno limitation or restriction on (A) the ability of any Lender or Agent to assign or otherwise transfer this Agreement, any Note, or any of the other Loan Documents, or any rights thereunder, to confer any rightsof its Affiliates or (B) (x) the ability of any Lender or Agent to pledge, legal or equitableotherwise grant a security interest in, on this Agreement, any person Note, or any of the other than Loan Documents, or any of its rights thereunder, to any lender or other funding or financing source of such Lender or Agent or (y) the Members assignment or other transfer in connection with the realization of any such pledge or other security interest; provided, however, such Lender shall continue to be liable as a “Lender” under this Agreement and their respective legal representativesthe other Loan Documents unless any such Affiliate, heirs, successors lender or funding or financing source agrees to be bound by this Agreement and permitted assignsthe other Loan Documents.

Successors and Assigns; Third Party Beneficiaries. This Agreement shall be binding upon and shall, subject to the penultimate sentence of Section 6.3(a), inure to the benefit of the parties hereto, their respective heirs and personal representatives, and any successor to a trustee of a trust which is or becomes a party hereto; provided, that no person claiming by, through or under a Member Partner (whether such MemberPartner’s heir, personal representative or otherwise), as distinct from such Member Partner itself, shall have any rights as, or in respect to, a Member Partner (including the right to approve or vote on any matter or to notice thereof) except the right to receive only those distributions expressly payable to such person pursuant to Article VI and Article VIII. Any Member Partner or Withdrawn Member Partner shall remain liable for the obligations under this Agreement (including any Net GP-Related Recontribution Amounts and any Capital Commitment Recontribution Amounts) of any transferee of all or any portion of such MemberPartner’s or Withdrawn MemberPartner’s interest in the CompanyPartnership, unless waived by the Managing MemberGeneral Partner. The Company Partnership shall, if the Managing Member determines General Partner determines, in its good faith judgment, based on the standards set forth in Section Sections 5.8(d)(ii)(A) and Section 7.4(g)(ii)(A), to pursue such transferee, pursue payment (including any Net GP-Related Recontribution Amounts and/or any Capital Commitment Recontribution Amounts) from the transferee with respect to any such obligations. Nothing in this Agreement is intended, nor shall anything herein be construed, to confer any rights, legal or equitable, on any person other than the Members Partners and their respective legal representatives, heirs, successors and permitted assigns. Notwithstanding the foregoing, solely to the extent required by the BTAS 2016 Agreements, (x) the limited partners in BTAS 2016 shall be a third-party beneficiaries of the provisions of Sections 5.8(d)(i)(A) and 5.8(d)(ii)(A) (and the definitions relating thereto), solely as they relate to any Clawback Amount (for purpose of this sentence, as defined in Section 9.4(a) of the BTAS 2016 Partnership Agreement), and (y) the amendment of the provisions of Sections 5.8(d)(i)(A) and 5.8(d)(ii)(A) (and the definitions relating thereto), solely as they relate to any Clawback Amount (for purpose of this sentence, as defined in Section 9.4(a) of the BTAS 2016 Partnership Agreement), shall be effective against such limited partners only with the consent of a Majority in Interest (as such term is used in the BTAS 2016 Partnership Agreement) of the Combined Limited Partners (as such term is used in the BTAS 2016 Partnership Agreement).

Successors and Assigns; Third Party Beneficiaries. This Agreement shall be binding upon and shall, subject to the penultimate sentence of Section 6.3(a), inure to the benefit of the parties hereto, their respective heirs and personal representatives, and any successor to a trustee of a trust which is or becomes a party hereto; provided, that no person claiming by, through or under a Member Partner (whether such MemberPartner’s heir, personal representative or otherwise), as distinct from such Member Partner itself, shall have any rights as, or in respect to, a Member Partner (including the right to approve or vote on any matter or to notice thereof) except the right to receive only those distributions expressly payable to such person pursuant to Article VI and Article VIII. Any Member Partner or Withdrawn Member Partner shall remain liable for the obligations under this Agreement (including any Net GP-Related Recontribution Amounts and any Capital Commitment Recontribution Amounts) of any transferee of all or any portion of such MemberPartner’s or Withdrawn MemberPartner’s interest in the CompanyPartnership, unless waived by the Managing MemberGeneral Partner. The Company Partnership shall, if the Managing Member determines General Partner determines, in its good faith judgment, based on the standards set forth in Section Sections 5.8(d)(ii)(A) and Section 7.4(g)(ii)(A), to pursue such transferee, pursue payment (including any Net GP-Related Recontribution Amounts and/or any Capital Commitment Recontribution Amounts) from the transferee with respect to any such obligations. Nothing in this Agreement is intended, nor shall anything herein be construed, to confer any rights, legal or equitable, on any person other than the Members Partners and their respective legal representatives, heirs, successors and permitted assigns. Notwithstanding the foregoing, solely to the extent required by the BTAS V Agreements, (x) the limited partners in BTAS V shall be a third-party beneficiaries of the provisions of Sections 5.8(d)(i)(A) and 5.8(d)(ii)(A) (and the definitions relating thereto), solely as they relate to any Clawback Amount (for purpose of this sentence, as defined in Section 9.4(a) of the BTAS V Partnership Agreement), and (y) the amendment of the provisions of Sections 5.8(d)(i)(A) and 5.8(d)(ii)(A) (and the definitions relating thereto), solely as they relate to any Clawback Amount (for purpose of this sentence, as defined in Section 9.4(a) of the BTAS V Partnership Agreement), shall be effective against such limited partners only with the consent of a Majority in Interest (as such term is used in the BTAS V Partnership Agreement) of the Combined Limited Partners (as such term is used in the BTAS V Partnership Agreement).

Successors and Assigns; Third Party Beneficiaries. This Agreement shall be binding upon and shall, subject to the penultimate sentence of Section 6.3(a), inure to the benefit of the parties hereto, their respective heirs and personal representatives, and any successor to a trustee of a trust which is or becomes a party hereto; provided, that no person claiming by, through or under a Member (whether such Member’s heir, personal representative or otherwise), as distinct from such Member itself, shall have any rights as, or in respect to, a Member (including the right to approve or vote on any matter or to notice thereof) except the right to receive only those distributions expressly payable to such person pursuant to Article Articles VI and Article VIII. Any Member or Withdrawn Member shall remain liable for the obligations under this Agreement (including any Net GP-Related Recontribution Amounts and any Capital Commitment Recontribution Amounts) of any transferee of all or any portion of such Member’s or Withdrawn Member’s interest in the Company, unless waived by the Managing Member. The Company shall, if the Managing Member determines in its good faith judgment, based on the standards set forth in Section Sections 5.8(d)(ii)(A) and Section 7.4(g)(ii)(A), to pursue such transferee, pursue payment (including any Net GP-Related Recontribution Amounts and/or Capital Commitment Recontribution Amounts) from the transferee with respect to any such obligations. Nothing in this Agreement is intended, nor shall anything herein be construed, to confer any rights, legal or equitable, on any person other than the Members and their respective legal representatives, heirs, successors and permitted assigns.

Successors and Assigns; Third Party Beneficiaries. This Agreement shall be binding upon and shall, subject to the penultimate sentence of Section 6.3(a), inure to the benefit of the parties hereto, their respective heirs and personal representatives, and any successor to a trustee of a trust which is or becomes a party hereto; provided, that no person claiming by, through or under a Member Partner (whether such MemberPartner’s heir, personal representative or otherwise), as distinct from such Member Partner itself, shall have any rights as, or in respect to, a Member Partner (including the right to approve or vote on any matter or to notice thereof) except the right to receive only those distributions expressly payable to such person pursuant to Article VI and Article VIII. Any Member Partner or Withdrawn Member Partner shall remain liable for the obligations under this Agreement (including any Net GP-Related Recontribution Amounts and any Capital Commitment Recontribution Amounts) of any transferee of all or any portion of such MemberPartner’s or Withdrawn MemberPartner’s interest in the CompanyPartnership, unless waived by the Managing MemberGeneral Partner. The Company Partnership shall, if the Managing Member determines General Partner determines, in its good faith judgment, based on the standards set forth in Section 5.8(d)(ii)(A) and Section 7.4(g)(ii)(A), to pursue such transferee, pursue payment (including any Net GP-Related Recontribution Amounts and/or any Capital Commitment Recontribution Amounts) from the transferee with respect to any such obligations. Nothing in this Agreement is intended, nor shall anything herein be construed, to confer any rights, legal or equitable, on any person other than the Members Partners and their respective legal representatives, heirs, successors and permitted assigns. Notwithstanding the foregoing, solely to the extent required by the BTAS 2015 Agreements, (x) the limited partners in BTAS 2015 shall be a third-party beneficiaries of the provisions of Sections 5.8(d)(i)(A) and 5.8(d)(ii)(A) (and the definitions relating thereto), solely as they relate to any Clawback Amount (for purpose of this sentence, as defined in Section 9.4(a) of the BTAS 2015 Partnership Agreement), and (y) the amendment of the provisions of Sections 5.8(d)(i)(A) and 5.8(d)(ii)(A) (and the definitions relating thereto), solely as they relate to any Clawback Amount (for purpose of this sentence, as defined in Section 9.4(a) of the BTAS 2015 Partnership Agreement), shall be effective against such limited partners only with the consent of a Majority in Interest (as such term is used in the BTAS 2015 Partnership Agreement) of the Combined Limited Partners (as such term is used in the BTAS 2015 Partnership Agreement).

Successors and Assigns; Third Party Beneficiaries. This Agreement shall be binding upon and shall, subject to the penultimate sentence of Section 6.3(a), inure to the benefit of the parties hereto, their respective heirs and personal representatives, and any successor to a trustee of a trust which is or becomes a party hereto; provided, that no person claiming by, through or under a Member Partner (whether such MemberPartner’s heir, personal representative or otherwise), as distinct from such Member Partner itself, shall have any rights as, or in respect to, a Member Partner (including the right to approve or vote on any matter or to notice thereof) except the right to receive only those distributions expressly payable to such person pursuant to Article VI and Article VIII. Any Member Partner or Withdrawn Member Partner shall remain liable for the obligations under this Agreement (including any Net GP-Related Recontribution Amounts and any Capital Commitment Recontribution Amounts) of any transferee of all or any portion of such MemberPartner’s or Withdrawn MemberPartner’s interest in the CompanyPartnership, unless waived by the Managing MemberGeneral Partner. The Company Partnership shall, if the Managing Member determines General Partner determines, in its good faith judgment, based on the standards set forth in Section 5.8(d)(ii)(A) and Section 7.4(g)(ii)(A), to pursue such transferee, pursue payment (including any Net GP-Related Recontribution Amounts and/or Capital Commitment Recontribution Amounts) from the transferee with respect to any such obligations. Nothing in this Agreement is intended, nor shall anything herein be construed, to confer any rights, legal or equitable, on any person other than the Members Partners and their respective legal representatives, heirs, successors and permitted assigns. Notwithstanding the foregoing, solely to the extent required by the SP RE VIII Agreements, (x) the limited partners in SP RE VIII shall be third-party beneficiaries of the provisions of Section 5.8(d)(i)(A) and Section 5.8(d)(ii)(A) (and the definitions relating thereto), solely as they relate to any Clawback Amount (for purpose of this sentence, as defined in Section 9.4(a) of the SP RE VIII Partnership Agreement) and (y) the amendment of the provisions of Section 5.8(d)(i)(A) and Section 5.8(d)(ii)(A) (and the definitions relating thereto), solely as they relate to any Clawback Amount (for purpose of this sentence, as defined in Section 9.4(a) of the SP RE VIII Partnership Agreement), in a manner materially adverse to such limited partners shall be effective against such limited partners only with the 662⁄3% Combined Limited Partner Consent (as such term is used in the SP RE VIII Partnership Agreement).

Successors and Assigns; Third Party Beneficiaries. This Agreement shall be binding upon and shall, subject to the penultimate sentence of Section 6.3(a), inure to the benefit of the parties hereto, their respective heirs and personal representatives, and any successor to a trustee of a trust which is or becomes a party hereto; provided, that no person claiming by, through or under a Member Partner (whether such MemberPartner’s heir, personal representative or otherwise), as distinct from such Member Partner itself, shall have any rights as, or in respect to, a Member Partner (including the right to approve or vote on any matter or to notice thereof) except the right to receive only those distributions expressly payable to such person pursuant to Article VI and Article VIII. Any Member Partner or Withdrawn Member Partner shall remain liable for the obligations under this Agreement (including any Net GP-Related Recontribution Amounts and any Capital Commitment Recontribution Amounts) of any transferee of all or any portion of such MemberPartner’s or Withdrawn MemberPartner’s interest in the CompanyPartnership, unless waived by the Managing MemberGeneral Partner. The Company Partnership shall, if the Managing Member determines General Partner determines, in its good faith judgment, based on the standards set forth in Section Sections 5.8(d)(ii)(A) and Section 7.4(g)(ii)(A), to pursue such transferee, pursue payment (including any Net GP-Related Recontribution Amounts and/or any Capital Commitment Recontribution Amounts) from the transferee with respect to any such obligations. Nothing in this Agreement is intended, nor shall anything herein be construed, to confer any rights, legal or equitable, on any person other than the Members Partners and their respective legal representatives, heirs, successors and permitted assigns. Notwithstanding the foregoing, solely to the extent required by the BTAS IV Agreements, (x) the limited partners in BTAS IV shall be a third-party beneficiaries of the provisions of Sections 5.8(d)(i)(A) and 5.8(d)(ii)(A) (and the definitions relating thereto), solely as they relate to any Clawback Amount (for purpose of this sentence, as defined in Section 9.4(a) of the BTAS IV Partnership Agreement), and (y) the amendment of the provisions of Sections 5.8(d)(i)(A) and 5.8(d)(ii)(A) (and the definitions relating thereto), solely as they relate to any Clawback Amount (for purpose of this sentence, as defined in Section 9.4(a) of the BTAS IV Partnership Agreement), shall be effective against such limited partners only with the consent of a Majority in Interest (as such term is used in the BTAS IV Partnership Agreement) of the Combined Limited Partners (as such term is used in the BTAS IV Partnership Agreement).

Successors and Assigns; Third Party Beneficiaries. This Agreement shall be binding upon and shall, subject to the penultimate sentence of Section 6.3(a), inure to the benefit of the parties hereto, their respective heirs and personal representatives, and any successor to a trustee of a trust which is or becomes a party hereto; provided, provided that no person claiming by, through or under a Member Partner (whether such MemberPartner’s heir, personal representative or otherwise), as distinct from such Member Partner itself, shall have any rights as, or in respect to, a Member Partner (including the right to approve or vote on any matter or to notice thereof) except the right to receive only those distributions expressly payable to such person pursuant to Article Articles VI and Article VIII. Any Member Partner or Withdrawn Member Partner shall remain liable for the obligations under this Agreement (including any Net GP-Related Recontribution Amounts and any Capital Commitment Recontribution Amounts) of any transferee of all or any portion of such MemberPartner’s or Withdrawn MemberPartner’s interest in the CompanyPartnership, unless waived by the Managing MemberGeneral Partner. The Company Partnership shall, if the Managing Member determines General Partner determines, in its good faith judgment, based on the standards set forth in Section Sections 5.8(d)(ii)(A) and Section 7.4(g)(ii)(A), to pursue such transferee, pursue payment (including any Net GP-Related Recontribution Amounts and/or any Capital Commitment Recontribution Amounts) from the transferee with respect to any such obligations. Nothing in this Agreement is intended, nor shall anything herein be construed, to confer any rights, legal or equitable, on any person other than the Members Partners and their respective legal representatives, heirs, successors and permitted assigns. Notwithstanding the foregoing, solely to the extent required by the SP RE VI Agreements, the limited partners in SP RE VI shall be third-party beneficiaries of the provisions of Sections 5.8(d)(i)(A) and 5.8(d)(ii)(A) (and the definitions relating thereto), solely as they relate to any Clawback Amount (for purpose of this sentence, as defined in section 11.3 (b) of the SP RE VI Partnership Agreement).

Successors and Assigns; Third Party Beneficiaries. This Agreement shall be binding upon and shall, subject to the penultimate sentence of Section 6.3(a), inure to the benefit of the parties hereto, their respective heirs and personal representatives, and any successor to a trustee of a trust which is or becomes a party hereto; provided, that no person claiming by, through or under a Member Partner (whether such MemberPartner’s heir, personal representative or otherwise), as distinct from such Member Partner itself, shall have any rights as, or in respect to, a Member Partner (including the right to approve or vote on any matter or to notice thereof) except the right to receive only those distributions expressly payable to such person pursuant to Article VI and Article VIII. Any Member Partner or Withdrawn Member Partner shall remain liable for the obligations under this Agreement (including any Net GP-Related Recontribution Amounts and any Capital Commitment Recontribution Amounts) of any transferee of all or any portion of such MemberPartner’s or Withdrawn MemberPartner’s interest in the CompanyPartnership, unless waived by the Managing MemberGeneral Partner. The Company Partnership shall, if the Managing Member determines General Partner determines, in its good faith judgment, based on the standards set forth in Section 5.8(d)(ii)(A) and Section 7.4(g)(ii)(A), to pursue such transferee, pursue payment (including any Net GP-Related Recontribution Amounts and/or Capital Commitment Recontribution Amounts) from the transferee with respect to any such obligations. Nothing in this Agreement is intended, nor shall anything herein be construed, to confer any rights, legal or equitable, on any person other than the Members Partners and their respective legal representatives, heirs, successors and permitted assigns. Notwithstanding the foregoing, solely to the extent required by the SP RE VII Agreements, (x) the limited partners in SP RE VII shall be third-party beneficiaries of the provisions of Section 5.8(d)(i)(A) and Section 5.8(d)(ii)(A) (and the definitions relating thereto), solely as they relate to any Clawback Amount (for purpose of this sentence, as defined in Section 9.4(a) of the SP RE VII Partnership Agreement) and (y) the amendment of the provisions of Section 5.8(d)(i)(A) and Section 5.8(d)(ii)(A) (and the definitions relating thereto), solely as they relate to any Clawback Amount (for purpose of this sentence, as defined in Section 9.4(a) of the SP RE VII Partnership Agreement), in a manner materially adverse to such limited partners shall be effective against such limited partners only with the 662⁄3% Combined Limited Partner Consent (as such term is used in the SP RE VII Partnership Agreement).

Successors and Assigns; Third Party Beneficiaries. (a) This Agreement shall be binding upon and shall, subject to the penultimate sentence of Section 6.3(a), inure to the benefit of and be binding upon the successors and permitted assigns of the parties hereto. Subject to applicable securities laws and, their respective heirs subject to the prior written consent of the Borrower (such consent of the Borrower not to be unreasonably withheld or delayed, and personal representativesshall be deemed provided unless expressly withheld by the Borrower within three (3) Business Days of written request therefor), Agent and each Lender may assign any of its rights under any of the Transaction Documents to any Person, and any successor holder of the Notes may assign, in whole or in part, the Notes to a trustee of a trust which is or becomes a party heretoany Person; provided, however, that no person claiming by, through such consent of the Borrower will be required (i) with respect to any assignment to another Lender or under a Member (whether such Member’s heir, personal representative or otherwise), as distinct from such Member itself, shall have any rights asAffiliate of any Lender, or in respect to(ii) during the continuation of any Event of Default. No Credit Party may assign any of their respective rights, a Member (including the right to approve or vote on delegate any matter or to notice thereof) except the right to receive only those distributions expressly payable to such person pursuant to Article VI and Article VIII. Any Member or Withdrawn Member shall remain liable for the obligations of its obligations, under this Agreement (including or any Net GP-Related Recontribution Amounts of the other Transaction Documents without the prior written consent of the Lenders, and any Capital Commitment Recontribution Amounts) such purported assignment by any Credit Party without the written consent of the Lenders shall be void and of no effect. Each Plexus Lender shall be an express third party beneficiary with respect to any provisions hereof with respect to the Closing Date Warrant Shares, including, without limitation, Section 8.18(c). Except as provided in this Section 12.03 and Article 7, no Person other than the parties hereto and to the other Transaction Documents and their successors and permitted assigns is intended to be a beneficiary of any transferee of such Transaction Documents. (b) Notwithstanding any other provision of this Agreement or any Transaction Document to the contrary, Agent and any Lender may at any time create a security interest in all or any portion of such Member’s its rights under this Agreement, the Notes or Withdrawn Member’s interest in any other Transaction Document, and the Company, unless waived by the Managing Member. The Company shall, if the Managing Member determines in its good faith judgment, based on the standards set forth in Section 5.8(d)(ii)(ACollateral. (c) and Section 7.4(g)(ii)(A), to pursue such transferee, pursue payment (including any Net GP-Related Recontribution Amounts and/or Capital Commitment Recontribution Amounts) from the transferee with respect to any such obligations. Nothing Notwithstanding anything in this Agreement is intendedor any Transaction Document to the contrary, nor there shall anything herein be construedno limitation or restriction on (A) the ability of any Lender or Agent to assign or otherwise transfer this Agreement, any Note, or any of the other Transaction Documents, or any rights thereunder, to confer any rightsof its Affiliates or (B) (x) the ability of any Lender or Agent to pledge, legal or equitableotherwise grant a security interest in, on this Agreement, any person Note, or any of the other than Transaction Documents, or any of its rights thereunder, to any lender or other funding or financing source of such Lender or Agent or (y) the Members assignment or other transfer in connection with the realization of any such pledge or other security interest; provided, however, such Lender shall continue to be liable as a “Lender” under this Agreement and their respective legal representativesthe other Transaction Documents unless any such Affiliate, heirs, successors lender or funding or financing source agrees to be bound by this Agreement and permitted assignsthe other Transaction Documents.

Successors and Assigns; Third Party Beneficiaries. This Agreement shall be binding upon and shall, subject to the penultimate sentence of Section 6.3(a), inure to the benefit of the parties hereto, their respective heirs and personal representatives, and any successor to a trustee of a trust which is or becomes a party hereto; provided, that no person claiming by, through or under a Member Partner (whether such MemberPartner’s heir, personal representative or otherwise), as distinct from such Member Partner itself, shall have any rights as, or in respect to, a Member Partner (including the right to approve or vote on any matter or to notice thereof) except the right to receive only those distributions expressly payable to such person pursuant to Article VI and Article VIII. Any Member Partner or Withdrawn Member Partner shall remain liable for the obligations under this Agreement (including any Net GP-Related Recontribution Amounts and any Capital Commitment Recontribution Amounts) of any transferee of all or any portion of such MemberPartner’s or Withdrawn MemberPartner’s interest in the CompanyPartnership, unless waived by the Managing MemberGeneral Partner. The Company Partnership shall, if the Managing Member determines General Partner determines, in its good faith judgment, based on the standards set forth in Section 5.8(d)(ii)(A) and Section 7.4(g)(ii)(A), to pursue such transferee, pursue payment (including any Net GP-Related Recontribution Amounts and/or any Capital Commitment Recontribution Amounts) from the transferee with respect to any such obligations. Nothing in this Agreement is intended, nor shall anything herein be construed, to confer any rights, legal or equitable, on any person other than the Members Partners and their respective legal representatives, heirs, successors and permitted assigns. Notwithstanding the foregoing, solely to the extent required by the ▇▇▇▇▇ Partnership Agreement, (x) the limited partners in ▇▇▇▇▇ shall be a third-party beneficiaries of the provisions of Section 5.8(d)(i)(A) and Section 5.8(d)(ii)(A) (and the definitions relating thereto), solely as they relate to any Clawback Amount (for purpose of this sentence, as defined in paragraph 9.2.8(b) of the ▇▇▇▇▇ Partnership Agreement) and (y) the amendment of the provisions of Section 5.8(d)(i)(A) and Section 5.8(d)(ii)(A) (and the definitions related thereto), solely as they relate to any Clawback Amount (for purpose of this sentence, as defined in paragraph 9.2.8(b) of the ▇▇▇▇▇ Partnership Agreement), shall be effective against such limited partners only with the Limited Partner Consent (as such term is used in the ▇▇▇▇▇ Partnership Agreement).

Successors and Assigns; Third Party Beneficiaries. This (a) The rights of any party under this Agreement shall not be binding upon and shall, subject to assignable by such party hereto without the penultimate sentence of Section 6.3(a), inure to the benefit prior written consent of the parties hereto, their respective heirs and personal representatives, and other except that (i) any successor party may assign its rights hereunder to any Affiliate; (ii) FDC may assign its rights hereunder to a trustee subsequent purchaser of substantially all of the assets of FDC, IPS, NTS or FDFS; and (iii) Ceridian may assign its rights hereunder to a trust which is subsequent purchaser of substantially all of the assets of Ceridian or becomes a party hereto; providedComdata. Notwithstanding anything in this SECTION 9.5, FDFS may assign all of its rights and obligations hereunder to any Affiliate of FDC, IPS, NTS or FDFS without the prior written consent of Ceridian or Comdata, PROVIDED, HOWEVER, that no person claiming bynotification of such assignment is provided to Ceridian and Comdata and, through or under a Member (whether PROVIDED, FURTHER, that upon such Member’s heir, personal representative or otherwise), as distinct from such Member itself, shall have any rights as, or in respect to, a Member (including the right to approve or vote on any matter or to notice thereof) except the right to receive only those distributions expressly payable to such person pursuant to Article VI and Article VIII. Any Member or Withdrawn Member assignment FDC shall remain liable to Ceridian and Comdata for the all its obligations under this Agreement (including Agreement. Notwithstanding anything in this SECTION 9.5, Comdata may assign all of its rights and obligations hereunder to any Net GP-Related Recontribution Amounts and any Capital Commitment Recontribution Amounts) Affiliate of any transferee Comdata without the prior written consent of all FDC or any portion its Affiliates, PROVIDED, HOWEVER, that notification of such Member’s or Withdrawn Member’s interest in the Companyassignment is provided to FDC, unless waived by the Managing Member. The Company shallIPS, if the Managing Member determines in NTS and FDFS and, PROVIDED, FURTHER, that upon such assignment Ceridian shall remain liable to FDC, IPS, NTS and FDFS for all of its good faith judgment, based on the standards set forth in Section 5.8(d)(ii)(Aobligations under this Agreement. (b) and Section 7.4(g)(ii)(A), to pursue such transferee, pursue payment (including any Net GP-Related Recontribution Amounts and/or Capital Commitment Recontribution Amounts) from the transferee with respect to any such obligations. Nothing contained in this Agreement is intendedor in any instrument or document executed by any party in connection with the transactions contemplated hereby shall create any rights in, nor shall anything herein or be construeddeemed to have been executed for the benefit of, to confer any rights, legal or equitable, on any person other than the Members and their respective legal representatives, heirs, successors and or entity that is not a party hereto or a successor or permitted assignsassign of such a party.

Successors and Assigns; Third Party Beneficiaries. This Agreement shall be binding upon and shall, subject to the penultimate sentence of Section 6.3(a), inure to the benefit of the parties hereto, their respective heirs and personal representatives, and any successor to a trustee of a trust which is or becomes a party hereto; provided, that no person claiming by, through or under a Member (whether such Member’s heir, personal representative or otherwise), as distinct from such Member itself, shall have any rights as, or in respect to, a Member (including the right to approve or vote on any matter or to notice thereof) except the right to receive only those distributions expressly payable to such person pursuant to Article VI and Article VIII. Any Member or Withdrawn Member shall remain liable for the obligations under this Agreement (including any Net GP-Related Recontribution Amounts and any Capital Commitment Recontribution Amounts) of any transferee of all or any portion of such Member’s or Withdrawn Member’s interest in the Company, unless waived by the Managing Member. The Company shall, if the Managing Member determines determines, in its good faith judgment, based on the standards set forth in Section 5.8(d)(ii)(A) and Section 7.4(g)(ii)(A), to pursue such transferee, pursue payment (including any Net GP-Related Recontribution Amounts and/or any Capital Commitment Recontribution Amounts) from the transferee with respect to any such obligations. Nothing in this Agreement is intended, nor shall anything herein be construed, to confer any rights, legal or equitable, on any person other than the Members and their respective legal representatives, heirs, successors and permitted assigns. Notwithstanding the foregoing, solely to the extent required by the BEP II Agreements, (x) the limited partners in BEP II shall be a third-party beneficiaries of the provisions of Section 5.8(d)(i)(A) and Section 5.8(d)(ii)(A) (and the definitions relating thereto), solely as they relate to any Clawback Amount (for purpose of this sentence, as defined in paragraph 9.2.8(b) of the BEP II Partnership Agreement) and (y) the amendment of the provisions of Section 5.8(d)(i)(A) and Section 5.8(d)(ii)(A) (and the definitions relating thereto), solely as they relate to any Clawback Amount (for purpose of this sentence, as defined in paragraph 9.2.8(b) of the BEP II Partnership Agreement), shall be effective against such limited partners only with the Combined Limited Partner Consent (as such term is used in the BEP II Partnership Agreement).

Successors and Assigns; Third Party Beneficiaries. This Agreement shall be binding upon and shall, subject to the penultimate sentence of Section 6.3(a), inure to the benefit of the parties hereto, their respective heirs and personal representatives, and any successor to a trustee of a trust which is or becomes a party hereto; provided, provided that no person claiming by, through or under a Member Partner (whether such MemberPartner’s heir, personal representative or otherwise), as distinct from such Member Partner itself, shall have any rights as, or in respect to, a Member Partner (including the right to approve or vote on any matter or to notice thereof) except the right to receive only those distributions expressly payable to such person pursuant to Article Articles VI and Article VIII. Any Member Partner or Withdrawn Member Partner shall remain liable for the obligations under this Agreement (including any Net GP-Related Recontribution Amounts and any Capital Commitment Recontribution Amounts) of any transferee of all or any portion of such MemberPartner’s or Withdrawn MemberPartner’s interest in the CompanyPartnership, unless waived by the Managing MemberGeneral Partner. The Company Partnership shall, if the Managing Member determines General Partner determines, in its good faith judgment, based on the standards set forth in Section Sections 5.8(d)(ii)(A) and Section 7.4(g)(ii)(A), to pursue such transferee, pursue payment (including any Net GP-Related Recontribution Amounts and/or any Capital Commitment Recontribution Amounts) from the transferee with respect to any such obligations. Nothing in this Agreement is intended, nor shall anything herein be construed, to confer any rights, legal or equitable, on any person other than the Members Partners and their respective legal representatives, heirs, successors and permitted assigns. Notwithstanding the foregoing, solely to the extent required by the SP NC Agreements, the limited partners in SP NC shall be third-party beneficiaries of the provisions of Sections 5.8(d)(i)(A) and 5.8(d)(ii)(A) (and the definitions relating thereto), solely as they relate to any Clawback Amount (for purpose of this sentence, as defined in section 11.3 (b) of the SP NC Partnership Agreements).

Successors and Assigns; Third Party Beneficiaries. This Agreement shall be binding upon and shall, subject to the penultimate sentence of Section 6.3(a), inure to the benefit of the parties hereto, their respective heirs and personal representatives, and any successor to a trustee of a trust which is or becomes a party hereto; provided, that no person claiming by, through or under a Member Partner (whether such MemberPartner’s heir, personal representative or otherwise), as distinct from such Member Partner itself, shall have any rights as, or in respect to, a Member Partner (including the right to approve or vote on any matter or to notice thereof) except the right to receive only those distributions expressly payable to such person pursuant to Article VI and Article VIII. Any Member Partner or Withdrawn Member Partner shall remain liable for the obligations under this Agreement (including any Net GP-Related Recontribution Amounts and any Capital Commitment Recontribution Amounts) of any transferee of all or any portion of such MemberPartner’s or Withdrawn MemberPartner’s interest in the CompanyPartnership, unless waived by the Managing MemberGeneral Partner. The Company Partnership shall, if the Managing Member General Partner determines in its good faith judgment, based on the standards set forth in Section 5.8(d)(ii)(A) and Section 7.4(g)(ii)(A), to pursue such transferee, pursue payment (including any Net GP-Related Recontribution Amounts and/or Capital Commitment Recontribution Amounts) from the transferee with respect to any such obligations. Nothing in this Agreement is intended, nor shall anything herein be construed, to confer any rights, legal or equitable, on any person other than the Members Partners and their respective legal representatives, heirs, successors and permitted assigns. Notwithstanding the foregoing, solely to the extent required by the BREP IX Agreements, (x) the limited partners in BREP IX shall be third-party beneficiaries of the provisions of Section 5.8(d)(i)(A) and Section 5.8(d)(ii)(A) (and the definitions relating thereto), solely as they relate to any Clawback Amount or Interim Clawback Amount (for purpose of this sentence, as defined in paragraphs 4.2.9(b) or 9.2.8(b), as applicable, of the BREP IX Partnership Agreement), and (y) the amendment of the provisions of Section 5.8(d)(i)(A) and Section 5.8(d)(ii)(A) (and the definitions relating thereto), solely as they relate to any Clawback Amount or Interim Clawback Amount (for purpose of this sentence, as defined in paragraphs 4.2.9(b) or 9.2.8(b), as applicable, of the BREP IX Partnership Agreement), shall be effective against such limited partners only with a Combined Limited Partner Consent (as such term is defined in the BREP IX Partnership Agreement) unless such amendment does not adversely affect such limited partners’ rights under paragraph 9.2.8 of the BREP IX Partnership Agreement.

Successors and Assigns; Third Party Beneficiaries. (a) This Agreement and all of its terms shall be binding upon and shall, subject to the penultimate sentence of Section 6.3(a), inure to the benefit of the parties hereto, their respective heirs and personal representatives, and any successor to a trustee of a trust which is or becomes a party hereto; provided, that no person claiming by, through or under a Member (whether such Member’s heir, personal representative or otherwise), as distinct from such Member itself, shall have any rights as, or in respect to, a Member (including the right to approve or vote on any matter or to notice thereof) except the right to receive only those distributions expressly payable to such person pursuant to Article VI and Article VIII. Any Member or Withdrawn Member shall remain liable for the obligations under this Agreement (including any Net GP-Related Recontribution Amounts and any Capital Commitment Recontribution Amounts) of any transferee of all or any portion of such Member’s or Withdrawn Member’s interest in the Company, unless waived by the Managing Member. The Company shall, if the Managing Member determines in its good faith judgment, based on the standards set forth in Section 5.8(d)(ii)(A) and Section 7.4(g)(ii)(A), to pursue such transferee, pursue payment (including any Net GP-Related Recontribution Amounts and/or Capital Commitment Recontribution Amounts) from the transferee with respect to any such obligations. Nothing in this Agreement is intended, nor shall anything herein be construed, to confer any rights, legal or equitable, on any person other than the Members and their respective legal representatives, heirs, successors and permitted assigns, including any trustee appointed in the Seller’s Bankruptcy Case (either under Chapter 11 or if convert to a case under Chapter 7). Except as provided in this Section 11.6(a), this Agreement shall not be assigned by any party hereto without the prior written consent of the other party and any attempted assignment without the required consents will be void; provided, however, that the Buyer shall be entitled to designate, in accordance with the terms and subject to the limitations set forth in this Section 11.6, one or more Affiliates (so long as such assignment or transfer does not materially delay the grant of the FCC Consent and, provided further, that no such assignment or transfer shall operate to relieve a party of any of its Liabilities hereunder) to (i) purchase the Purchased Assets and/or (ii) assume the Assumed Liabilities, on and after the date hereof (any such Affiliate of the Buyer that shall be properly designated by the Buyer in accordance with this clause, a “Designated Buyer”). The designation shall be made by the Buyer by way of a written notice to be delivered to the Seller no later than the fifth (5th) day prior to the Closing Date, which written notice shall contain appropriate information about the Designated Buyer and shall indicate which Purchased Assets and Assumed Liabilities that the Buyer intends such Designated Buyer(s) to purchase and/or assume, as applicable, hereunder. Upon any such permitted assignment, the references in this Agreement to the Seller or the Buyer will also apply to any such assignee unless the context otherwise requires. (b) Except pursuant to Section 11.17, nothing in this Agreement, expressed or implied, is intended or shall be construed to confer upon any Person other than the parties and successors and assigns permitted by this Section 11.6 any right, remedy or claim under or by reason of this Agreement.

Successors and Assigns; Third Party Beneficiaries. This Agreement shall be binding upon and shall, subject to the penultimate sentence of Section 6.3(a), inure to the benefit of the parties hereto, their respective heirs and personal representatives, and any successor to a trustee of a trust which is or becomes a party hereto; provided, that no person claiming by, through or under a Member Partner (whether such MemberPartner’s heir, personal representative or otherwise), as distinct from such Member Partner itself, shall have any rights as, or in respect to, a Member Partner (including the right to approve or vote on any matter or to notice thereof) except the right to receive only those distributions expressly payable to such person pursuant to Article VI and Article VIII. Any Member Partner or Withdrawn Member Partner shall remain liable for the obligations under this Agreement (including any Net GP-Related Recontribution Amounts and any Capital Commitment Recontribution Amounts) of any transferee of all or any portion of such MemberPartner’s or Withdrawn MemberPartner’s interest in the CompanyPartnership, unless waived by the Managing MemberGeneral Partner. The Company Partnership shall, if the Managing Member determines General Partner determines, in its good faith judgment, based on the standards set forth in Section 5.8(d)(ii)(A) and Section 7.4(g)(ii)(A), to pursue such transferee, pursue payment (including any Net GP-Related Recontribution Amounts and/or any Capital Commitment Recontribution Amounts) from the transferee with respect to any such obligations. Nothing in this Agreement is intended, nor shall anything herein be construed, to confer any rights, legal or equitable, on any person other than the Members Partners and their respective legal representatives, heirs, successors and permitted assigns. Notwithstanding the foregoing, solely to the extent required by the BREP VIII Agreements, (x) the limited partners in BREP VIII shall be a third-party beneficiaries of the provisions of Section 5.8(d)(i)(A) and Section 5.8(d)(ii)(A) (and the definitions relating thereto), solely as they relate to any Clawback Amount (for purpose of this sentence, as defined in paragraph 9.2.8(b) of the BREP VIII Partnership Agreement) and (y) the amendment of the provisions of Section 5.8(d)(i)(A) and Section 5.8(d)(ii)(A) (and the definitions related thereto), solely as they relate to any Clawback Amount (for purpose of this sentence, as defined in paragraph 9.2.8(b) of the BREP VIII Partnership Agreement), shall be effective against such limited partners only with the Combined Limited Partner Consent (as such term is used in the BREP VIII Partnership Agreement).

Successors and Assigns; Third Party Beneficiaries. This Agreement shall be binding upon and shall, subject to the penultimate sentence of Section 6.3(a), inure to the benefit of the parties hereto, their respective heirs and personal representatives, and any successor to a trustee of a trust which is or becomes a party hereto; provided, that no person claiming by, through or under a Member Partner (whether such MemberPartner’s heir, personal representative or otherwise), as distinct from such Member Partner itself, shall have any rights as, or in respect to, a Member Partner (including the right to approve or vote on any matter or to notice thereof) except the right to receive only those distributions expressly payable to such person pursuant to Article VI and Article VIII. Any Member Partner or Withdrawn Member Partner shall remain liable for the obligations under this Agreement (including any Net GP-Related Recontribution Amounts and any Capital Commitment Recontribution Amounts) of any transferee of all or any portion of such MemberPartner’s or Withdrawn MemberPartner’s interest in the CompanyPartnership, unless waived by the Managing MemberGeneral Partner. The Company Partnership shall, if the Managing Member General Partner determines in its good faith judgment, based on the standards set forth in Section 5.8(d)(ii)(A) and Section 7.4(g)(ii)(A), to pursue such transferee, pursue payment (including any Net GP-Related Recontribution Amounts and/or Capital Commitment Recontribution Amounts) from the transferee with respect to any such obligations. Nothing in this Agreement is intended, nor shall anything herein be construed, to confer any rights, legal or equitable, on any person other than the Members Partners and their respective legal representatives, heirs, successors and permitted assigns. Notwithstanding the foregoing, solely to the extent required by the BXG II Agreements, (x) the limited partners in BXG II shall be third-party beneficiaries of the provisions of Section 5.8(d)(i)(A) and Section 5.8(d)(ii)(A) (and the definitions relating thereto), solely as they relate to any Clawback Amount (for purpose of this sentence, as defined in Section 9.4(a) of the BXG II Partnership Agreement), and (y) the provisions of Section 5.8(d)(i)(A) and Section 5.8(d)(ii)(A) (and the definitions relating thereto), solely as they relate to any Clawback Amount (for purpose of this sentence, as defined in Section 9.4(a) of the BXG II Partnership Agreement), shall not be amended in a manner materially adverse to the limited partners without the 66 2/3% Combined Limited Partner Consent (as defined in the BXG II Partnership Agreement) and shall be effective against such limited partners only with the 66 2/3% Combined Limited Partner Consent.

Successors and Assigns; Third Party Beneficiaries. This Agreement shall be binding upon and shall, subject to the penultimate sentence of Section 6.3(a), inure to the benefit of and be binding upon the parties heretoheirs, their respective heirs and personal representatives, and any successor to a trustee of a trust which is or becomes a party hereto; provided, that no person claiming by, through or under a Member (whether such Member’s heir, personal representative or otherwise), as distinct from such Member itself, shall have any rights as, or in respect to, a Member (including the right to approve or vote on any matter or to notice thereof) except the right to receive only those distributions expressly payable to such person pursuant to Article VI and Article VIII. Any Member or Withdrawn Member shall remain liable for the obligations under this Agreement (including any Net GP-Related Recontribution Amounts and any Capital Commitment Recontribution Amounts) of any transferee of all or any portion of such Member’s or Withdrawn Member’s interest in the Company, unless waived by the Managing Member. The Company shall, if the Managing Member determines in its good faith judgment, based on the standards set forth in Section 5.8(d)(ii)(A) and Section 7.4(g)(ii)(A), to pursue such transferee, pursue payment (including any Net GP-Related Recontribution Amounts and/or Capital Commitment Recontribution Amounts) from the transferee with respect to any such obligations. Nothing in this Agreement is intended, nor shall anything herein be construed, to confer any rightslegatees, legal or equitable, on any person other than the Members and their respective legal representatives, heirs, successors and permitted assignsassigns of each of the parties hereto as hereinafter provided. Subject to the transfer restrictions set forth herein, the rights of the Investor to require registration hereunder (including incidental or “piggy-back” registration rights) shall be, as to any Registrable Securities held by the Investor, (i) automatically transferred upon any transfer of such Registrable Securities by the Investor to an Affiliate Transferee or by any Affiliate Transferee to any other Affiliate Transferee, provided, however, that if such Affiliate Transferee ceases to be wholly-owned or majority-owned by the Investor, such Affiliate Transferee shall lose all rights provided under this Agreement, and (ii) automatically transferred upon any transfer of a number of Registrable Securities representing 75% or more of the Investor’s holding of Registrable Securities received pursuant to the Share Purchase Agreements to a single purchaser or a “group” of purchasers (within the meaning of Section 13(d)(3) of the Exchange Act) if in such transfer the purchaser(s) will receive “restricted securities” within the meaning of Rule 144 (and such purchaser or group shall become a Designated Holder hereunder by executing and delivering an instrument in the form attached hereto as Exhibit A), and (iii) in all other cases, transferred only with the consent of the Company; provided, that, in each case, (a) such transfer of the Registrable Securities may be effected in accordance with applicable securities laws and (b) such transferee agrees to become a Designated Holder and be bound by all of the provisions of this Agreement by executing and delivering an instrument in the form attached hereto as Exhibit A. All of the obligations of the Company hereunder shall survive any such transfer. No Person other than the parties hereto and their heirs, legatees, legal representatives, successors and permitted assigns is intended to be a beneficiary of any of the rights granted hereunder.

Successors and Assigns; Third Party Beneficiaries. This Agreement shall be binding upon and shall, subject to the penultimate sentence of Section 6.3(a), inure to the benefit of the parties hereto, their respective heirs and personal representatives, and any successor to a trustee of a trust which is or becomes a party hereto; provided, provided that no person claiming by, through or under a Member Partner (whether such MemberPartner’s heir, personal representative or otherwise), as distinct from such Member Partner itself, shall have any rights as, or in respect to, a Member Partner (including the right to approve or vote on any matter or to notice thereof) except the right to receive only those distributions expressly payable to such person pursuant to Articles Article VI and Article VIII. Any Member Partner or Withdrawn Member Partner shall remain liable for the obligations under this Agreement (including any Net GP-Related Recontribution Amounts and any Capital Commitment Recontribution Amounts) of any transferee of all or any portion of such MemberPartner’s or Withdrawn MemberPartner’s interest in the CompanyPartnership, unless waived by the Managing MemberGeneral Partner. The Company Partnership shall, if the Managing Member determines General Partner determines, in its good faith judgment, based on the standards set forth in Section 5.8(d)(ii)(A) and Section 7.4(g)(ii)(A), ) to pursue such transferee, pursue payment (including any Net GP-Related Recontribution Amounts and/or any Capital Commitment Recontribution Amounts) from the transferee with respect to any such obligations. Nothing in this Agreement is intended, nor shall anything herein be construed, to confer any rights, legal or equitable, on any person other than the Members Partners and their respective legal representatives, heirs, successors and permitted assigns. Notwithstanding the foregoing, solely to the extent required by the BREP Asia Agreements, (x) each Limited Partner (as defined in the BREP Asia Partnership Agreement) of BREP Asia shall be a third-party beneficiary of the provisions of Sections Section 5.8(d)(i)(A) and Section 5.8(d)(ii)(A) solely as they relate to any Clawback Amount (for purpose of this sentence, as defined in the BREP Asia Partnership Agreement), and (y) the amendment of the provisions of Sections Section 5.8(d)(i)(A) and Section 5.8(d)(ii)(A) solely as they relate to any Clawback Amount (for purpose of this sentence, as defined in the BREP Asia Partnership Agreement), shall not be amended in a manner adverse to the Limited Partners of BREP Asia without the Combined Limited Partner Consent (as such term is used in the BREP Asia Partnership Agreement).

Successors and Assigns; Third Party Beneficiaries. This Agreement shall be binding upon and shall, subject to the penultimate sentence of Section 6.3(a), inure to the benefit of the parties hereto, their respective heirs and personal representatives, and any successor to a trustee of a trust which is or becomes a party hereto; provided, that no person claiming by, through or under a Member Partner (whether such MemberPartner’s heir, personal representative or otherwise), as distinct from such Member Partner itself, shall have any rights as, or in respect to, a Member Partner (including the right to approve or vote on any matter or to notice thereof) except the right to receive only those distributions expressly payable to such person pursuant to Article VI and Article VIII. Any Member Partner or Withdrawn Member Partner shall remain liable for the obligations under this Agreement (including any Net GP-Related Recontribution Amounts and any Capital Commitment Recontribution Amounts) of any transferee of all or any portion of such MemberPartner’s or Withdrawn MemberPartner’s interest in the CompanyPartnership, unless waived by the Managing MemberGeneral Partner. The Company Partnership shall, if the Managing Member determines General Partner determines, in its good faith judgment, based on the standards set forth in Section 5.8(d)(ii)(A) and Section 7.4(g)(ii)(A), to pursue such transferee, pursue payment (including any Net GP-Related Recontribution Amounts and/or Capital Commitment Recontribution Amounts) from the transferee with respect to any such obligations. Nothing in this Agreement is intended, nor shall anything herein be construed, to confer any rights, legal or equitable, on any person other than the Members Partners and their respective legal representatives, heirs, successors and permitted assigns.. Notwithstanding the foregoing, solely to the extent required by the SP GP Solutions Agreements,

Successors and Assigns; Third Party Beneficiaries. This Agreement shall be binding upon and shall, subject to the penultimate sentence of Section 6.3(a), inure to the benefit of the parties hereto, their respective heirs and personal representatives, and any successor to a trustee of a trust which is or becomes a party hereto; provided, that no person claiming by, through or under a Member Partner (whether such MemberPartner’s heir, personal representative or otherwise), as distinct from such Member Partner itself, shall have any rights as, or in respect to, a Member Partner (including the right to approve or vote on any matter or to notice thereof) except the right to receive only those distributions expressly payable to such person pursuant to Article VI and Article VIII. Any Member Partner or Withdrawn Member Partner shall remain liable for the obligations under this Agreement (including any Net GP-Related Recontribution Amounts and any Capital Commitment Recontribution Amounts) of any transferee of all or any portion of such MemberPartner’s or Withdrawn MemberPartner’s interest in the CompanyPartnership, unless waived by the Managing MemberGeneral Partner. The Company Partnership shall, if the Managing Member General Partner determines in its good faith judgment, based on the standards set forth in Section 5.8(d)(ii)(A) and Section 7.4(g)(ii)(A), to pursue such transferee, pursue payment (including any Net GP-Related Recontribution Amounts and/or Capital Commitment Recontribution Amounts) from the transferee with respect to any such obligations. Nothing in this Agreement is intended, nor shall anything herein be construed, to confer any rights, legal or equitable, on any person other than the Members Partners and their respective legal representatives, heirs, successors and permitted assigns. Notwithstanding the foregoing, solely to the extent required by the BXLS V Agreements, (x) the limited partners in BXLS V shall be third-party beneficiaries of the provisions of Section 5.8(d)(i)(A) and Section 5.8(d)(ii)(A) (and the definitions relating thereto), solely as they relate to any Clawback Amount (for purpose of this sentence, as defined in paragraph 9.2.8(b) of the BXLS V Partnership Agreement), and (y) the amendment of the provisions of Section 5.8(d)(i)(A) and Section 5.8(d)(ii)(A) (and the definitions relating thereto), solely as they relate to any Clawback Amount (for purpose of this sentence, as defined in paragraph 9.2.8(c) of the BXLS V Partnership Agreement), shall be effective against such limited partners only with the 66 2/3% Combined Limited Partner Consent (as such term is used in the BXLS V Partnership Agreement) unless such amendment does not adversely affect such limited partners’ rights under paragraph 9.2.8 of the BXLS V Partnership Agreement.

Successors and Assigns; Third Party Beneficiaries. This Agreement (a) No party may assign its rights or delegate its obligations under this Agreement. Any assignment or delegation in contravention of this Section 10.4 shall be void ab initio and shall not relieve the assigning or delegating party of any obligation under this Agreement. (b) The provisions of each Transaction Document shall be binding upon and shall, subject to the penultimate sentence of Section 6.3(a), inure solely to the benefit of the parties heretoto such Transaction Document, and, except and to the extent that persons are expressly identified therein as beneficiaries of one or more of the provisions thereof, nothing in any Transaction Document is intended to or shall confer upon any other person any right, benefit or remedy whatsoever under or by reason of any Transaction Document (including, without limitation, by means of subrogation). Without limiting the generality of the foregoing, (1) the provisions of Section 1.1(f) are intended to be for the express benefit of the stockholders referred to in that Section and their respective heirs and personal heirs, executors, legal representatives, successors and any successor permitted assigns, and no other person, (2) the provisions of Section 8.2 are intended to a trustee be for the express benefit of a trust which is Indemnified Persons and their respective heirs, executors, legal representatives, successors and permitted assigns, and no other person, (3) the provisions of Section 8.3(c) are intended for the benefit of, and may be relied upon or becomes a party hereto; provided, that no person claiming enforced by, through or under a Member the persons referred to therein and their respective heirs, executors, legal representatives, successors and permitted assigns and (whether such Member’s heir, personal representative or otherwise), as distinct from such Member itself, shall have any rights as, or in respect to, a Member (including 4) the right to approve or vote on any matter or to notice thereof) except the right to receive only those distributions expressly payable to such person pursuant to Article VI and Article VIII. Any Member or Withdrawn Member shall remain liable other provisions of Section 8.3 are not intended for the obligations under this Agreement (including benefit of, and may not be relied upon or enforced by, any Net GP-Related Recontribution Amounts and any Capital Commitment Recontribution Amounts) employee of any transferee of all or any portion of such Member’s or Withdrawn Member’s interest in the Company, unless waived by Qwest, the Managing Member. The Company shall, if the Managing Member determines in its good faith judgment, based on the standards set forth in Section 5.8(d)(ii)(A) and Section 7.4(g)(ii)(A), to pursue such transferee, pursue payment (including any Net GP-Related Recontribution Amounts and/or Capital Commitment Recontribution Amounts) from the transferee with respect to any such obligations. Nothing in this Agreement is intended, nor shall anything herein be construed, to confer any rights, legal Surviving Corporation or equitable, on any person other than the Members their respective Subsidiaries and their respective heirs, executors, legal representatives, heirs, successors and permitted assigns.

Successors and Assigns; Third Party Beneficiaries. This Agreement shall be binding upon and shall, subject to the penultimate sentence of Section 6.3(a), inure to the benefit of the parties hereto, their respective heirs and personal representatives, and any successor to a trustee of a trust which is or becomes a party hereto; provided, that no person claiming by, through or under a Member Partner (whether such MemberPartner’s heir, personal representative or otherwise), as distinct from such Member Partner itself, shall have any rights as, or in respect to, a Member Partner (including the right to approve or vote on any matter or to notice thereof) except the right to receive only those distributions expressly payable to such person pursuant to Article VI and Article VIII. Any Member Partner or Withdrawn Member Partner shall remain liable for the obligations under this Agreement (including any Net GP-Related Recontribution Amounts and any Capital Commitment Recontribution Amounts) of any transferee of all or any portion of such MemberPartner’s or Withdrawn MemberPartner’s interest in the CompanyPartnership, unless waived by the Managing MemberGeneral Partner. The Company Partnership shall, if the Managing Member General Partner determines in its good faith judgment, based on the standards set forth in Section 5.8(d)(ii)(A) and Section 7.4(g)(ii)(A), to pursue such transferee, pursue payment (including any Net GP-Related Recontribution Amounts and/or Capital Commitment Recontribution Amounts) from the transferee with respect to any such obligations. Nothing in this Agreement is intended, nor shall anything herein be construed, to confer any rights, legal or equitable, on any person other than the Members Partners and their respective legal representatives, heirs, successors and permitted assigns. Notwithstanding the foregoing, solely to the extent required by the BREP X Agreements, (x) the limited partners in BREP X shall be third-party beneficiaries of the provisions of Section 5.8(d)(i)(A) and Section 5.8(d)(ii)(A) (and the definitions relating thereto), solely as they relate to any Clawback Amount or Interim Clawback Amount (for purpose of this sentence, as defined in paragraphs 4.2.9(b) or 9.2.8(b), as applicable, of the BREP X Partnership Agreement), and (y) the amendment of the provisions of Section 5.8(d)(i)(A) and Section 5.8(d)(ii)(A) (and the definitions relating thereto), solely as they relate to any Clawback Amount or Interim Clawback Amount (for purpose of this sentence, as defined in paragraphs 4.2.9(b) or 9.2.8(b), as applicable, of the BREP X Partnership Agreement), shall be effective against such limited partners only with a Combined Limited Partner Consent (as such term is defined in the BREP X Partnership Agreement) unless such amendment does not adversely affect such limited partners’ rights under paragraph 9.2.8 of the BREP X Partnership Agreement.

Successors and Assigns; Third Party Beneficiaries. This Agreement shall be binding upon and shall, subject to the penultimate sentence of Section 6.3(a), inure to the benefit of of, and be binding upon, the parties hereto, their respective heirs and personal representatives, and any successor to a trustee of a trust which is or becomes a party hereto; provided, that no person claiming by, through or under a Member (whether such Member’s heir, personal representative or otherwise), as distinct from such Member itself, shall have any rights as, or in respect to, a Member (including the right to approve or vote on any matter or to notice thereof) except the right to receive only those distributions expressly payable to such person pursuant to Article VI and Article VIII. Any Member or Withdrawn Member shall remain liable for the obligations under this Agreement (including any Net GP-Related Recontribution Amounts and any Capital Commitment Recontribution Amounts) of any transferee of all or any portion of such Member’s or Withdrawn Member’s interest in the Company, unless waived by the Managing Member. The Company shall, if the Managing Member determines in its good faith judgment, based on the standards set forth in Section 5.8(d)(ii)(A) and Section 7.4(g)(ii)(A), to pursue such transferee, pursue payment (including any Net GP-Related Recontribution Amounts and/or Capital Commitment Recontribution Amounts) from the transferee with respect to any such obligations. Nothing in this Agreement is intended, nor shall anything herein be construed, to confer any rights, legal or equitable, on any person other than the Members hereto and their respective legal representatives, heirs, successors and permitted assigns. Except as contemplated by Article VIII, nothing in this Agreement shall confer upon any Person not a party to this Agreement, or the legal representatives of such Person, any rights or remedies of any nature or kind whatsoever under or by reason of this Agreement. No party shall sell, assign or otherwise transfer all or any of its rights, benefits or obligations hereunder without the prior written consent of the other party, such consent not to be unreasonably withheld or delayed, provided, however, that (a) Buyer may, without the Selling Parties’ prior written consent, assign or transfer its rights and duties hereunder to the Partnership (or an Affiliate of Buyer other than a Partnership Entity) and, if so assigned or transferred, the Partnership (or such Affiliate of Buyer other than a Partnership Entity) shall be entitled to enforce the rights, and shall comply with the duties, hereunder so transferred or assigned as if it were a named party hereto, but no such transfer or assignment shall relieve Buyer of its obligations hereunder and no such assignee or transferee may further assign any such rights, (b) for the purposes of any financing or refinancing arrangement entered into by the Buyer in connection with the purchase of the Securities the Buyer may, without the Selling Parties’ prior written consent, assign to or create a security interest in favor of any party providing any such financing or refinancing to the Buyer, all of its rights, benefits, obligations and interests hereunder, and the Selling Parties hereby consent to the exercise by any such party of any rights, benefits, obligations or interests assigned to or created in favor of such party pursuant to the foregoing and any remedies arising in connection therewith and (c) each of the Selling Parties may, without Buyer’s prior written consent, assign or transfer its rights under Section 8.2(c) hereof to one or more of the Partnership Entities and, if so assigned or transferred, any such Partnership Entity shall be entitled to enforce the rights hereunder so transferred or assigned as if it were a named party hereto, but no such transfer or assignment shall relieve the Selling Parties of their obligations under Section 8.2(c) and no such assignee or transferee may further assign any such rights.

Successors and Assigns; Third Party Beneficiaries. This Agreement shall be binding upon and shall, subject to the penultimate sentence of Section 6.3(a), inure to the benefit of the parties hereto, their respective heirs and personal representatives, and any successor to a trustee of a trust which is or becomes a party hereto; provided, that no person claiming by, through or under a Member Partner (whether such MemberPartner’s heir, personal representative or otherwise), as distinct from such Member Partner itself, shall have any rights as, or in respect to, a Member Partner (including the right to approve or vote on any matter or to notice thereof) except the right to receive only those distributions expressly payable to such person pursuant to Article VI and Article VIII. Any Member Partner or Withdrawn Member Partner shall remain liable for the obligations under this Agreement (including any Net GP-Related Recontribution Amounts and any Capital Commitment Recontribution Amounts) of any transferee of all or any portion of such MemberPartner’s or Withdrawn MemberPartner’s interest in the CompanyPartnership, unless waived by the Managing MemberGeneral Partner. The Company Partnership shall, if the Managing Member determines General Partner determines, in its good faith judgment, based on the standards set forth in Section 5.8(d)(ii)(A) and Section 7.4(g)(ii)(A), to pursue such transferee, pursue payment (including any Net GP-Related Recontribution Amounts and/or any Capital Commitment Recontribution Amounts) from the transferee with respect to any such obligations. Nothing in this Agreement is intended, nor shall anything herein be construed, to confer any rights, legal or equitable, on any person other than the Members Partners and their respective legal representatives, heirs, successors and permitted assigns. Notwithstanding the foregoing, and subject to and in accordance with the Contracts (Rights of Third Parties) Law, 2014, solely to the extent required by the Alban Gate Partnership Agreement, (x) the limited partners in Alban Gate shall be a third-party beneficiaries of the provisions of Section 5.8(d)(i)(A) and Section 5.8(d)(ii)(A) (and the definitions relating thereto), solely as they relate to any Clawback Amount (for purpose of this sentence, as defined in paragraph 9.2.8(b) of the Alban Gate Partnership Agreement) and (y) the amendment of the provisions of Section 5.8(d)(i)(A) and Section 5.8(d)(ii)(A) (and the definitions related thereto), solely as they relate to any Clawback Amount (for purpose of this sentence, as defined in in paragraph 9.2.8(b) of the Alban Gate Partnership Agreement), shall be effective against such limited partners only with the Limited Partner Consent (as such term is used in the Alban Gate Partnership Agreement). Notwithstanding any other term of this Agreement, the consent of any person who is not a party to this Agreement (including any beneficiary under this Section 10.6) is not required for any variation of, amendment to, or release, rescission or termination of, this Agreement.

Successors and Assigns; Third Party Beneficiaries. This (a) The terms and conditions of this Agreement shall be binding upon and shall, subject to the penultimate sentence of Section 6.3(a), inure to the benefit of and be binding upon the respective successors and assigns of the parties hereto, their respective heirs and personal representatives, and any successor to a trustee of a trust which is or becomes a party hereto; provided, however, that no person claiming bythis Agreement may not be assigned by any party without the prior written consent of the other parties , through or under a Member (whether such Member’s heirprovided, personal representative or otherwise)further, as distinct from such Member itselfthat the Buyer may assign this Agreement and the Company and the Stockholders hereby consent thereto, shall have any rights as, in whole or in part, (i) to any wholly-owned subsidiary of the Buyer, (ii) to any lender to the Buyer, any subsidiary or Affiliate thereof or any agent on behalf thereof as security for obligations to such lender in respect toof its financing arrangements and any refinancing, extension, refunding or renewals thereof and (iii) on or after the Closing, to any successor of the Surviving Corporation in the event of a Member (including the right to approve merger, consolidation or vote on any matter sale of stock or to notice thereof) except the right to receive only those distributions expressly payable to such person pursuant to Article VI and Article VIII. Any Member or Withdrawn Member shall remain liable for the obligations under this Agreement (including any Net GP-Related Recontribution Amounts and any Capital Commitment Recontribution Amounts) of any transferee purchaser of all or substantially all of the assets of the Surviving Corporation, and to any portion transferee or lessee of all or a substantial part of any of the Surviving Corporation's assets or business and any such Member’s or Withdrawn Member’s interest in transferee shall be entitled to enforce the Company, unless waived by the Managing MemberSurviving Corporation's rights on an individual basis. The Buyer agrees to cause the purchaser or the lessee of substantially all of the assets or all of the capital stock of Clar▇-▇▇▇▇▇▇▇▇, ▇▇c. or the Company shall(the "Business Transferee") to assume the obligations of the Buyer and the Surviving Corporation under Sections 4.3, if 11.6, 11.7 and 11.9 of this Agreement. No assignment of this Agreement to a Business Transferee shall be permitted unless such Business Transferee assumes the Managing Member determines in its good faith judgment, based on obligations of the standards Buyer and the Surviving Corporation as set forth in Section 5.8(d)(ii)(A) and Section 7.4(g)(ii)(A), to pursue such transferee, pursue payment (including any Net GP-Related Recontribution Amounts and/or Capital Commitment Recontribution Amounts) the preceding sentence. The assignment of this Agreement shall not relieve the Buyer from the transferee with respect obligations assumed by such Business Transferee. For the purpose of this Section 15.3, all members of an affiliated group that purchase or lease assets of Clar▇-▇▇▇▇▇▇▇▇, ▇▇c. or the Company shall be deemed to any such obligations. Nothing in this Agreement is intended, nor shall anything herein be construed, to confer any rights, legal or equitable, on any person other than the Members and their respective legal representatives, heirs, successors and permitted assignssame "Business Transferee."

Successors and Assigns; Third Party Beneficiaries. This Agreement shall be binding upon and shall, subject to the penultimate sentence of Section 6.3(a), inure to the benefit of the parties hereto, their respective heirs and personal representatives, and any successor to a trustee of a trust which is or becomes a party hereto; provided, that no person claiming by, through or under a Member (whether such Member’s heir, personal representative or otherwise), as distinct from such Member itself, shall have any rights as, or in respect to, a Member (including the right to approve or vote on any matter or to notice thereof) except the right to receive only those distributions expressly payable to such person pursuant to Article Articles VI and Article VIII. Any Member or Withdrawn Member shall remain liable for the obligations under this Agreement (including any Net GP-Related Recontribution Amounts and any Capital Commitment Recontribution Amounts) of any transferee of all or any portion of such Member’s or Withdrawn Member’s interest in the Company, unless waived by the Managing Member. The Company shall, if the Managing Member determines in its good faith judgment, based on the standards set forth in Section Sections 5.8(d)(ii)(A) and Section 7.4(g)(ii)(A), to pursue such transferee, pursue payment (including any Net GP-Related Recontribution Amounts and/or Capital Commitment Recontribution Amounts) from the transferee with respect to any such obligations. Nothing in this Agreement is intended, nor shall anything herein be construed, to confer any rights, legal or equitable, on any person other than the Members and their respective legal representatives, heirs, successors and permitted assigns. Notwithstanding the foregoing, solely to the extent required by the BCRED Agreements, (x) the provisions of Section 5.8(d)(i)(A) and of the first sentence of clause (A) of Section 5.8(d)(ii) (and the definitions relating thereto), solely as they relate to any Clawback Amount (for purpose of this sentence, as defined in paragraph 9.2.8(b) of the BCRED Partnership Agreement) shall inure to the benefit of the limited partners in BCRED (as third party beneficiaries), and the persons required by the BCRED Agreements to be subject to such provisions shall be subject thereto in accordance with, and subject to the limitations set forth in, the BCRED Agreements, and (y) the amendment of the provisions of Section 5.8(d)(i)(A) or of the first sentence of clause (A) of Section 5.8(d)(ii) (or the definitions relating thereto), solely as they relate to any Clawback Amount (for purpose of this sentence, as defined in paragraph 9.2.8(b) of the BCRED Partnership Agreement), shall be effective against such limited partners only with a Limited Partner Consent (as such term is used in the BCRED Partnership Agreement).

Successors and Assigns; Third Party Beneficiaries. This Agreement shall be binding upon and shall, subject to the penultimate sentence of Section 6.3(a), inure to the benefit of the parties hereto, their respective heirs and personal representatives, and any successor to a trustee of a trust which is or becomes a party hereto; provided, that no person claiming by, through or under a Member Partner (whether such MemberPartner’s heir, personal representative or otherwise), as distinct from such Member Partner itself, shall have any rights as, or in respect to, a Member Partner (including the right to approve or vote on any matter or to notice thereof) except the right to receive only those distributions expressly payable to such person pursuant to Article VI and Article VIII. Any Member Partner or Withdrawn Member Partner shall remain liable for the obligations under this Agreement (including any Net GP-Related Recontribution Amounts and any Capital Commitment Recontribution Amounts) of any transferee of all or any portion of such MemberPartner’s or Withdrawn MemberPartner’s interest in the CompanyPartnership, unless waived by the Managing MemberGeneral Partner. The Company Partnership shall, if the Managing Member determines General Partner determines, in its good faith judgment, based on the standards set forth in Section 5.8(d)(ii)(A) and Section 7.4(g)(ii)(A), to pursue such transferee, pursue payment (including any Net GP-Related Recontribution Amounts and/or any Capital Commitment Recontribution Amounts) from the transferee with respect to any such obligations. Nothing in this Agreement is intended, nor shall anything herein be construed, to confer any rights, legal or equitable, on any person other than the Members Partners and their respective legal representatives, heirs, successors and permitted assigns. Notwithstanding the foregoing, solely to the extent required by the BREDS III Agreements, (x) the limited partners in BREDS III shall be a third-party beneficiaries of the provisions of Section 5.8(d)(i)(A) and Section 5.8(d)(ii)(A) (and the definitions relating thereto), solely as they relate to any Clawback Amount (for purpose of this sentence, as defined in paragraph 9.2.8(b) of the BREDS III Partnership Agreement) and (y) the amendment of the provisions of Section 5.8(d)(i)(A) and Section 5.8(d)(ii)(A) (and the definitions related thereto), solely as they relate to any Clawback Amount (for purpose of this sentence, as defined in paragraph 9.2.8(b) of the BREDS III Partnership Agreement), shall be effective against such limited partners only with the Combined Limited Partner Consent (as such term is used in the BREDS III Partnership Agreement).

Successors and Assigns; Third Party Beneficiaries. This Agreement shall be binding upon and shall, subject to the penultimate sentence of Section 6.3(a), inure to the benefit of the parties hereto, their respective heirs and personal representatives, and any successor to a trustee of a trust which is or becomes a party hereto; provided, that no person claiming by, through or under a Member (whether such Member’s heir, personal representative or otherwise), as distinct from such Member itself, shall have any rights as, or in respect to, a Member (including the right to approve or vote on any matter or to notice thereof) except the right to receive only those distributions expressly payable to such person pursuant to Article VI and Article VIII. Any Member or Withdrawn Member shall remain liable for the obligations under this Agreement (including any Net GP-Related Recontribution Amounts and any Capital Commitment Recontribution Amounts) of any transferee of all or any portion of such Member’s or Withdrawn Member’s interest in the Company, unless waived by the Managing Member. The Company shall, if the Managing Member determines determines, in its good faith judgment, based on the standards set forth in Section 5.8(d)(ii)(A) and Section 7.4(g)(ii)(A), to pursue such transferee, pursue payment (including any Net GP-Related Recontribution Amounts and/or any Capital Commitment Recontribution Amounts) from the transferee with respect to any such obligations. Nothing in this Agreement is intended, nor shall anything herein be construed, to confer any rights, legal or equitable, on any person other than the Members and their respective legal representatives, heirs, successors and permitted assigns. Notwithstanding the foregoing, solely to the extent required by the BCEP Agreements, (x) the limited partners in BCEP shall be a third-party beneficiaries of the provisions of Section 5.8(d)(i)(A) and Section 5.8(d)(ii)(A) (and the definitions relating thereto), solely as they relate to any Clawback Amount (for purpose of this sentence, as defined in paragraph 9.2.8(b) of the BCEP Partnership Agreement), and (y) the amendment of the provisions of Section 5.8(d)(i)(A) and Section 5.8(d)(ii)(A) (and the definitions relating thereto), solely as they relate to any Clawback Amount (for purpose of this sentence, as defined in paragraph 9.2.8(b) of the BCEP Partnership Agreement), shall be effective against such limited partners only with a Combined Limited Partner Consent (as such term is used in the BCEP Partnership Agreement).

Successors and Assigns; Third Party Beneficiaries. This Agreement shall be binding upon and shall, subject to the penultimate sentence of Section 6.3(a), inure to the benefit of the parties hereto, their respective heirs and personal representatives, and any successor to a trustee of a trust which is or becomes a party hereto; provided, that no person claiming by, through or under a Member Partner (whether such MemberPartner’s heir, personal representative or otherwise), as distinct from such Member Partner itself, shall have any rights as, or in respect to, a Member Partner (including the right to approve or vote on any matter or to notice thereof) except the right to receive only those distributions expressly payable to such person pursuant to Article VI and Article VIII. Any Member Partner or Withdrawn Member Partner shall remain liable for the obligations under this Agreement (including any Net GP-Related Recontribution Amounts and any Capital Commitment Recontribution Amounts) of any transferee of all or any portion of such MemberPartner’s or Withdrawn MemberPartner’s interest in the CompanyPartnership, unless waived by the Managing MemberGeneral Partner. The Company Partnership shall, if the Managing Member determines General Partner determines, in its good faith judgment, based on the standards set forth in Section 5.8(d)(ii)(A) and Section 7.4(g)(ii)(A), to pursue such transferee, pursue payment (including any Net GP-Related Recontribution Amounts and/or any Capital Commitment Recontribution Amounts) from the transferee with respect to any such obligations. Nothing in this Agreement is intended, nor shall anything herein be construed, to confer any rights, legal or equitable, on any person other than the Members Partners and their respective legal representatives, heirs, successors and permitted assigns. Notwithstanding the foregoing, and subject to and in accordance with the Contracts (Rights of Third Parties) Law, 2014, solely to the extent required by the BREP Europe V Partnership Agreements, (x) the limited partners in BREP Europe V shall be a third-party beneficiaries of the provisions of Section 5.8(d)(i)(A) and Section 5.8(d)(ii)(A) (and the definitions relating thereto), solely as they relate to any Clawback Amount (for purpose of this sentence, as defined in paragraph 9.2.7(b) of the BREP Europe V Partnership Agreement) and (y) the amendment of the provisions of Section 5.8(d)(i)(A) and Section 5.8(d)(ii)(A) (and the definitions related thereto), solely as they relate to any Clawback Amount (for purpose of this sentence, as defined in in paragraph 9.2.7(b) of the BREP Europe V Partnership Agreement), shall be effective against such limited partners only with a Combined Limited Partner Consent (as such term is used in the BREP Europe V Partnership Agreement). Notwithstanding any other term of this Agreement, the consent of any person who is not a party to this Agreement (including any beneficiary under this Section 10.6) is not required for any variation of, amendment to, or release, rescission or termination of, this Agreement.

Successors and Assigns; Third Party Beneficiaries. This Agreement shall be binding upon and shall, subject to the penultimate sentence of Section 6.3(a), inure to the benefit of the parties hereto, their respective heirs and personal representatives, and any successor to a trustee of a trust which is or becomes a party hereto; provided, that no person claiming by, through or under a Member Partner (whether such MemberPartner’s heir, personal representative or otherwise), as distinct from such Member Partner itself, shall have any rights as, or in respect to, a Member Partner (including the right to approve or vote on any matter or to notice thereof) except the right to receive only those distributions expressly payable to such person pursuant to Article VI and Article VIIIIX. Any Member Partner or Withdrawn Member Partner shall remain liable for the obligations under this Agreement (including any Net GP-Related Recontribution Amounts and any Capital Commitment Recontribution Amounts) of any transferee of all or any portion of such MemberPartner’s or Withdrawn MemberPartner’s interest in the CompanyPartnership, unless waived by the Managing MemberGeneral Partner. The Company Partnership shall, if the Managing Member General Partner determines in its good faith judgment, based on the standards set forth in Section 5.8(d)(ii)(A) and Section 7.4(g)(ii)(A), to pursue such transferee, pursue payment (including any Net GP-Related Recontribution Amounts and/or Capital Commitment Recontribution Amounts) from the transferee with respect to any such obligations. Nothing in this Agreement is intended, nor shall anything herein be construed, to confer any rights, legal or equitable, on any person other than the Members Partners and their respective legal representatives, heirs, successors and permitted assigns. Notwithstanding the foregoing, solely to the extent required by the BTO IV Agreements, (x) the limited partners in BTO IV shall be third-party beneficiaries of the provisions of Section 5.8(d)(i)(A) and Section 5.8(d)(ii)(A) (and the definitions relating thereto), solely as they relate to any Clawback Amount (for purpose of this sentence, as defined in Section 9.4(a) of the BTO IV Partnership Agreement), and (y) the amendment of the provisions of Section 5.8(d)(i)(A) and Section 5.8(d)(ii)(A) (and the definitions relating thereto), solely as they relate to any Clawback Amount (for purpose of this sentence, as defined in Section 9.4(a) of the BTO IV Partnership Agreement), shall be effective against such limited partners only with the 66 2/3% Combined Limited Partner Consent (as such term is used in the BTO IV Partnership Agreement) unless such amendment does not adversely affect the limited partners’ rights under Section 9.4 of the BTO IV Partnership Agreement.

Successors and Assigns; Third Party Beneficiaries. This Agreement shall be binding upon and shall, subject to the penultimate sentence of Section 6.3(a), inure to the benefit of the parties hereto, their respective heirs and personal representatives, and any successor to a trustee of a trust which is or becomes a party hereto; provided, that no person claiming by, through or under a Member Partner (whether such MemberPartner’s heir, personal representative or otherwise), as distinct from such Member Partner itself, shall have any rights as, or in respect to, a Member Partner (including the right to approve or vote on any matter or to notice thereof) except the right to receive only those distributions expressly payable to such person pursuant to Article VI and Article VIII. Any Member Partner or Withdrawn Member Partner shall remain liable for the obligations under this Agreement (including any Net GP-Related Recontribution Amounts and any Capital Commitment Recontribution Amounts) of any transferee of all or any portion of such MemberPartner’s or Withdrawn MemberPartner’s interest in the CompanyPartnership, unless waived by the Managing MemberGeneral Partner. The Company Partnership shall, if the Managing Member determines General Partner determines, in its good faith judgment, based on the standards set forth in Section 5.8(d)(ii)(A) and Section 7.4(g)(ii)(A), to pursue such transferee, pursue payment (including any Net GP-Related Recontribution Amounts and/or Capital Commitment Recontribution Amounts) from the transferee with respect to any such obligations. Nothing in this Agreement is intended, nor shall anything herein be construed, to confer any rights, legal or equitable, on any person other than the Members Partners and their respective legal representatives, heirs, successors and permitted assigns. Notwithstanding the foregoing, solely to the extent required by the SP IX Agreements, (x) the limited partners in SP IX shall be third-party beneficiaries of the provisions of Section 5.8(d)(i)(A) and Section 5.8(d)(ii)(A) (and the definitions relating thereto), solely as they relate to any Clawback Amount (for purpose of this sentence, as defined in Section 9.4(a) of the SP IX Partnership Agreement) and (y) the amendment of the provisions of Section 5.8(d)(i)(A) and Section 5.8(d)(ii)(A) (and the definitions relating thereto), solely as they relate to any Clawback Amount (for purpose of this sentence, as defined in Section 9.4(a) of the SP IX Partnership Agreement), in a manner materially adverse to such limited partners shall be effective against such limited partners only with the 662⁄3% Combined Limited Partner Consent (as such term is used in the SP IX Partnership Agreement).

Successors and Assigns; Third Party Beneficiaries. This Agreement shall be binding upon and shall, subject to the penultimate sentence of Section 6.3(a)6.3, inure to the benefit of the parties hereto, their respective heirs and personal representatives, and any successor to a trustee of a trust which is or becomes a party hereto; provided, that no person claiming by, through or under a Member (whether such Member’s heir, personal representative or otherwise), as distinct from such Member itself, shall have any rights as, or in respect to, a Member (including the right to approve or vote on any matter or to notice thereof) except the right to receive only those distributions expressly payable to such person pursuant to Article VI and Article VIIIVI. Any Member or Withdrawn Member shall remain liable for the obligations under this Agreement (including any Net GP-Related Recontribution Amounts and any Capital Commitment Recontribution Amounts) of any transferee of all or any portion of such Member’s or Withdrawn Member’s interest in the Company, unless waived by the Managing Member. The Company shall, if the Managing Member determines determines, in its good faith judgment, based on the standards standard set forth in Section 5.8(d)(ii)(A) and Section 7.4(g)(ii)(A5.7(e)(ii)(A), to pursue such transferee, pursue payment (including any Net GP-Related Recontribution Amounts and/or Capital Commitment Recontribution Amounts) from the transferee with respect to any such obligations. Nothing in this Agreement is intended, nor shall anything herein be construed, to confer any rights, legal or equitable, on in any person other than the Members and their respective legal representatives, heirs, successors and permitted assigns. Notwithstanding the foregoing, the provisions of Sections 5.7(d)(i) and (iii) shall inure to the benefit of the limited partners or other investors in BMEZP, and such limited partners or investors shall have the right to enforce the provisions thereof to the extent the Company does not otherwise do so.

Successors and Assigns; Third Party Beneficiaries. This Agreement shall be binding upon and shall, subject to the penultimate sentence of Section 6.3(a), inure to the benefit of the parties hereto, their respective heirs and personal representatives, and any successor to a trustee of a trust which is or becomes a party hereto; provided, that no person claiming by, through or under a Member Partner (whether such MemberPartner’s heir, personal representative or otherwise), as distinct from such Member Partner itself, shall have any rights as, or in respect to, a Member Partner (including the right to approve or vote on any matter or to notice thereof) except the right to receive only those distributions expressly payable to such person pursuant to Article VI and Article VIII. Any Member Partner or Withdrawn Member Partner shall remain liable for the obligations under this Agreement (including any Net GP-Related Recontribution Amounts and any Capital Commitment Recontribution Amounts) of any transferee of all or any portion of such MemberPartner’s or Withdrawn MemberPartner’s interest in the CompanyPartnership, unless waived by the Managing MemberGeneral Partner. The Company Partnership shall, if the Managing Member General Partner determines in its good faith judgment, based on the standards set forth in Section 5.8(d)(ii)(A) and Section 7.4(g)(ii)(A), to pursue such transferee, pursue payment (including any Net GP-Related Recontribution Amounts and/or Capital Commitment Recontribution Amounts) from the transferee with respect to any such obligations. Nothing in this Agreement is intended, nor shall anything herein be construed, to confer any rights, legal or equitable, on any person other than the Members Partners and their respective legal representatives, heirs, successors and permitted assigns. Notwithstanding the foregoing, solely to the extent required by the BCP Asia II Agreements, (x) the limited partners in BCP Asia II shall be third-party beneficiaries of the provisions of Section 5.8(d)(i)(A) and Section 5.8(d)(ii)(A) (and the definitions relating thereto), solely as they relate to any Clawback Amount (for purpose of this sentence, as defined in paragraph 9.2.8(b) of the BCP Asia II Partnership Agreement), and (y) the amendment of the provisions of Section 5.8(d)(i)(A) and Section 5.8(d)(ii)(A) (and the definitions relating thereto), solely as they relate to any Clawback Amount (for purpose of this sentence, as defined in paragraph 9.2.8(c) of the BCP Asia II Partnership Agreement), shall be effective against such limited partners only with the 66 2/3% Combined Limited Partner Consent (as such term is used in the BCP Asia II Partnership Agreement) unless such amendment does not adversely affect the LPs’ rights under paragraph 9.2.8 of the BCP Asia II Partnership Agreement.

Successors and Assigns; Third Party Beneficiaries. This Agreement shall be binding upon and shall, subject to the penultimate sentence of Section 6.3(a), inure to the benefit of the parties hereto, their respective heirs and personal representatives, and any successor to a trustee of a trust which is or becomes a party hereto; provided, that no person claiming by, through or under a Member Partner (whether such MemberPartner’s heir, personal representative or otherwise), as distinct from such Member Partner itself, shall have any rights as, or in respect to, a Member Partner (including the right to approve or vote on any matter or to notice thereof) except the right to receive only those distributions expressly payable to such person pursuant to Article VI and Article VIII. Any Member Partner or Withdrawn Member Partner shall remain liable for the obligations under this Agreement (including any Net GP-Related Recontribution Amounts and any Capital Commitment Recontribution Amounts) of any transferee of all or any portion of such MemberPartner’s or Withdrawn MemberPartner’s interest in the CompanyPartnership, unless waived by the Managing MemberGeneral Partner. The Company Partnership shall, if the Managing Member determines General Partner determines, in its good faith judgment, based on the standards set forth in Section 5.8(d)(ii)(A) and Section 7.4(g)(ii)(A), to pursue such transferee, pursue payment (including any Net GP-Related Recontribution Amounts and/or Capital [2nd AR LPA of Strategic Partners Fund Solutions Associates Real Estate VII L.P.] Commitment Recontribution Amounts) from the transferee with respect to any such obligations. Nothing in this Agreement is intended, nor shall anything herein be construed, to confer any rights, legal or equitable, on any person other than the Members Partners and their respective legal representatives, heirs, successors and permitted assigns. Notwithstanding the foregoing, solely to the extent required by the SP RE VII Agreements, (x) the limited partners in SP RE VII shall be third-party beneficiaries of the provisions of Section 5.8(d)(i)(A) and Section 5.8(d)(ii)(A) (and the definitions relating thereto), solely as they relate to any Clawback Amount (for purpose of this sentence, as defined in Section 9.4(a) of the SP RE VII Partnership Agreement) and (y) the amendment of the provisions of Section 5.8(d)(i)(A) and Section 5.8(d)(ii)(A) (and the definitions relating thereto), solely as they relate to any Clawback Amount (for purpose of this sentence, as defined in Section 9.4(a) of the SP RE VII Partnership Agreement), in a manner materially adverse to such limited partners shall be effective against such limited partners only with the 662⁄3% Combined Limited Partner Consent (as such term is used in the SP RE VII Partnership Agreement).

Successors and Assigns; Third Party Beneficiaries. This Agreement shall be binding upon and shall, subject to the penultimate sentence of Section 6.3(a), inure to the benefit of the parties hereto, their respective heirs and personal representatives, and any successor to a trustee of a trust which is or becomes a party hereto; provided, that no person claiming by, through or under a Member Partner (whether such MemberPartner’s heir, personal representative or otherwise), as distinct from such Member Partner itself, shall have any rights as, or in respect to, a Member Partner (including the right to approve or vote on any matter or to notice thereof) except the right to receive only those distributions expressly payable to such person pursuant to Article VI and Article VIII. Any Member Partner or Withdrawn Member Partner shall remain liable for the obligations under this Agreement (including any Net GP-Related Recontribution Amounts and any Capital Commitment Recontribution Amounts) of any transferee of all or any portion of such MemberPartner’s or Withdrawn MemberPartner’s interest in the CompanyPartnership, unless waived by the Managing MemberGeneral Partner. The Company Partnership shall, if the Managing Member determines General Partner determines, in its good faith judgment, based on the standards set forth in Section 5.8(d)(ii)(A) and Section 7.4(g)(ii)(A), to pursue such transferee, pursue payment (including any Net GP-Related Recontribution Amounts and/or any Capital Commitment Recontribution Amounts) from the transferee with respect to any such obligations. Nothing in this Agreement is intended, nor shall anything herein be construed, to confer any rights, legal or equitable, on any person other than the Members Partners and their respective legal representatives, heirs, successors and permitted assigns.. Notwithstanding the foregoing, and subject to and in accordance with the Contracts (Rights of Third Parties) Law, 2014, solely to the extent required by the ▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ Partnership Agreement, (x) the limited partners in ▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ shall be a third-party beneficiaries of the provisions of Section 5.8(d)(i)(A) and Section 5.8(d)(ii)(A) (and the definitions relating thereto), solely as they relate to any Clawback Amount (for purpose of this sentence, as defined in paragraph 9.2.8(b) of the ▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ Partnership Agreement) and (y) the amendment of the provisions of

Successors and Assigns; Third Party Beneficiaries. This Agreement shall be binding upon and shall, subject to the penultimate sentence of Section 6.3(a)6.3, inure to the benefit of the parties hereto, their respective heirs and personal representatives, and any successor to a trustee of a trust which is or becomes a party hereto; provided, provided that no person claiming by, through or under a Member Partner (whether such MemberPartner’s heir, personal representative or otherwise), as distinct from such Member Partner itself, shall have any rights as, or in respect to, a Member Partner (including the right to approve or vote on any matter or to notice thereof) except the right to receive only those distributions expressly payable to such person pursuant to Article VI and Article VIIIVI. Any Member Partner or Withdrawn Member Partner shall remain liable for the obligations under this Agreement (including any Net GP-Related Recontribution Amounts and any Capital Commitment Recontribution Amounts) of any transferee of all or any portion of such MemberPartner’s or Withdrawn MemberPartner’s interest in the CompanyPartnership, unless waived by the Managing MemberGeneral Partner in accordance with applicable law. The Company Partnership shall, if the Managing Member determines General Partner determines, in its good faith judgment, based on the standards standard set forth in Section 5.8(d)(ii)(A) and Section 7.4(g)(ii)(A), to pursue such transferee, pursue payment (including any Net GP-Related Recontribution Amounts and/or Capital Commitment Recontribution Amounts) from the transferee with respect to any such obligations. Nothing in this Agreement is intended, nor shall anything herein be construed, to confer any rights, legal or equitable, on any person other than the Members Partners and their respective legal representatives, heirs, successors and permitted assigns. Notwithstanding the foregoing, the provisions of Sections 5.8(d)(i) and (iii) shall inure to the benefit of the limited partners or other investors in BREP International II, and such limited partners or investors shall have the right to enforce the provisions thereof to the extent the Partnership does not otherwise do so.