Common use of Permitted Transferees Clause in Contracts

Permitted Transferees. (a) Notwithstanding the provisions of Section 7.8, each Limited Partner shall, subject to Section 7.1(b) and Section 7.1(c), have the right to Transfer (but not to substitute the transferee as a substitute Partner in such Partner’s place, except in accordance with Section 7.3), by a written instrument, all or any part of a Limited Partner’s Partnership Group Interest or Class B Units to a Permitted Transferee. Notwithstanding the previous sentence, if the Permitted Transferee is such because it was an Affiliate of the transferring Limited Partner at the time of such Transfer or the Transfer was a Permitted Transfer under clause (a) of the definition herein of “Permitted Transfer” and, at any time after such Transfer, such Permitted Transferee ceases to be an Affiliate of such Limited Partner or such Transfer or such Permitted Transferee ceases to qualify under such clause (a) (a “Non-Qualifying Transferee”), such Transfer shall be deemed to not be a Permitted Transfer and shall be subject to Section 7.8. Pursuant to Section 7.8, such transferring Limited Partner or such transferring Limited Partner’s legal representative shall deliver the First Refusal Notice promptly after the time when such transferee ceases to be an Affiliate of such transferring Limited Partner or such Transfer or such Permitted Transferee ceases to qualify under clause (a) of the definition herein of “Permitted Transfer”, and such transferring Limited Partner shall otherwise comply with the terms of Section 7.8 with respect to such Transfer; provided, that the purchase price for such Transfer for purposes of Section 7.8 shall be the Agreed Value of the Partnership Group Interests subject to the Transfer as of the close of business on the date the transferee ceased to be an Affiliate of such transferring Limited Partner or such Transfer or such Permitted Transferee ceases to qualify under clause (a) of the definition herein of “Permitted Transfer” (such date, the “Non-Qualifying Date”). In the event the Non-Qualifying Date is not a Business Day, the Non-Qualifying Date shall be deemed to have occurred on the first Business Day following such original Non-Qualifying Date. If such transferring Limited Partner fails to comply with all the terms of Section 7.8, such Transfer shall be null and void and of no force and effect. No Non-Qualifying Transferee shall be entitled to receive any distributions from the Partnership with respect to any period on or after the Non-Qualifying Date and any distributions made in respect of the Partnership Interests with respect to any period on or after the Non-Qualifying Date and held by such Non-Qualifying Transferee shall be paid to the Limited Partner who attempted to transfer such Partnership Group Interests or otherwise to the rightful owner thereof as reasonably determined by the General Partner.

Permitted Transferees. (a) Notwithstanding the provisions of Section 7.8, each Limited Partner shall, subject to Section 7.1(b) and Section 7.1(c), have the right to Transfer (but not to substitute the transferee as a substitute Partner in such Partner’s place, except in accordance with Section 7.3), by a written instrument, all or any part of a Limited Partner’s Partnership Group Interest or Class B Units to a Permitted Transferee. Notwithstanding the previous sentence, if the Permitted Transferee is such because it was an Affiliate of the transferring Limited Partner at the time of such Transfer or the Transfer was a Permitted Transfer under clause (a) of the definition herein of “Permitted Transfer” and, at any time after such Transfer, such Permitted Transferee ceases to be an Affiliate of such Limited Partner or such Transfer or such Permitted Transferee ceases to qualify under such clause (a) (a “Non-Qualifying Transferee”), such Transfer shall be deemed to not be a Permitted Transfer and shall be subject to Section 7.8. Pursuant to Section 7.8, such transferring Limited Partner or such transferring Limited Partner’s legal representative shall deliver the First Refusal Notice promptly after the time when such transferee ceases to be an Affiliate of such transferring Limited Partner or such Transfer or such Permitted Transferee ceases to qualify under clause (a) of the definition herein of “Permitted Transfer”, and such transferring Limited Partner shall otherwise comply with the terms of Section 7.8 with respect to such Transfer; provided, that the purchase price for such Transfer for purposes of Section 7.8 shall be an amount agreed upon by such transferring Limited Partner and the Agreed Value General Partner or, if such Limited Partner and the General Partner cannot agree on a price within five (5) Business Days after delivery of the First Refusal Notice, such price shall be the fair market value of the Partnership Group Interests subject Interest transferred pursuant to the Transfer as of the close of business on the date the transferee ceased to be an Affiliate of such transferring Limited Partner or such Transfer or such Permitted Transferee ceases to qualify under clause (a) of the definition herein of “Permitted Transfer” (such date, the “Non-Qualifying Date”), as determined at the Partnership’s expense by a nationally recognized investment banking firm mutually selected by such transferring Limited Partner and the General Partner. In If such transferring Limited Partner and the event General Partner are unable, within ten (10) days after the expiration of such five (5) Business Day period, to mutually agree upon an investment banking firm, then each of such transferring Limited Partner and the General Partner shall choose a nationally recognized investment banking firm and the two investment banking firms so chosen shall choose a third nationally recognized investment banking firm which shall determine the fair market value of the Partnership Interest transferred pursuant to such Transfer at the Partnership’s expense. The determination of fair market value shall be based on the value that a willing buyer with knowledge of all relevant facts would pay a willing seller for all the outstanding equity securities of the Partnership in connection with an auction for the Partnership as a going concern and shall not take into account any acquisitions made by the Partnership or its Affiliates or any other events subsequent to the Non-Qualifying Date is and shall not be subject to any discount for a Business Day, the Non-Qualifying Date shall be deemed to have occurred on the first Business Day following such original Non-Qualifying Datesale of a minority interest. If such transferring Limited Partner fails to comply with all the terms of Section 7.8, such Transfer shall be null and void and of no force and effect. No Non-Qualifying Transferee shall be entitled to receive any distributions from the Partnership with respect to any period on or after the Non-Qualifying Date and any distributions made in respect of the Partnership Interests with respect to any period on or after the Non-Qualifying Date and held by such Non-Qualifying Transferee shall be paid to the Limited Partner who attempted to transfer transferred such Partnership Group Interests or otherwise to the rightful owner thereof as reasonably reasonably, determined by the General Partner.

Permitted Transferees. (a) Notwithstanding the provisions of Section 7.87.7, each Limited Partner shall, subject to Section 7.1(b) and Section 7.1(c), shall have the right to Transfer (but not to substitute the transferee as a substitute Partner in such Partner’s place, except in accordance with Section 7.3), by a written instrument, all or any part of a Limited Partner’s Partnership Group Interest to a Permitted Transferee; provided, however, that Adena shall be entitled to Transfer any or Class B Units all of its Partnership Interest to a Permitted Transferee. Notwithstanding the previous sentence, if the Permitted Transferee is such because it was an Affiliate of the transferring Limited Partner at the time of such Transfer or the Transfer was a Permitted Transfer under clause (a) of the definition herein of “Permitted Transfer” and, at any time after such Transfer, such Permitted Transferee ceases to be an Affiliate of such Limited Partner or such Transfer or such Permitted Transferee ceases to qualify under such clause (a) (a “Non-Qualifying Transferee”), such Transfer shall be deemed to not be a Permitted Transfer and shall be subject to Section 7.87.7. Pursuant to Section 7.87.7, such transferring Limited Partner or such transferring Limited Partner’s legal representative shall deliver the First Refusal Notice promptly after the time when such transferee ceases to be an Affiliate of such transferring Limited Partner or such Transfer or such Permitted Transferee ceases to qualify under clause (a) of the definition herein of “Permitted Transfer”, and such transferring Limited Partner shall otherwise comply with the terms of Section 7.8 7.7 with respect to such Transfer; provided, that the purchase price for such Transfer for purposes of Section 7.8 7.7 shall be an amount agreed upon by such transferring Limited Partner and the General Partner or, if such Limited Partner and the General Partner cannot agree on a price within five Business Days after delivery of the First Refusal Notice, such price shall be the Agreed Value fair market value of the Partnership Group Interests subject Interest transferred pursuant to the Transfer as of the close of business on the date the transferee ceased to be an Affiliate of such transferring Limited Partner or such Transfer or such Permitted Transferee ceases to qualify under clause (a) of the definition herein of “Permitted Transfer” (such date, the “Non-Qualifying Date”), as determined at the Partnership’s expense by a nationally recognized investment banking firm mutually selected by such transferring Limited Partner and the General Partner. In If such transferring Limited Partner and the event General Partner are unable, within ten days after the expiration of such five Business Day period, to mutually agree upon an investment banking firm, then each of such transferring Limited Partner and the General Partner shall choose a nationally recognized investment banking firm and the two investment banking firms so chosen shall choose a third nationally recognized investment banking firm which shall determine the fair market value of the Partnership Interest transferred pursuant to such Transfer at the Partnership’s expense. The determination of fair market value shall be based on the value that a willing buyer with knowledge of all relevant facts would pay a willing seller for all the outstanding equity securities of the Partnership in connection with an auction for the Partnership as a going concern and shall not take into account any acquisitions made by the Partnership or its Affiliates or any other events subsequent to the Non-Qualifying Date is and shall not be subject to any discount for a Business Day, the Non-Qualifying Date shall be deemed to have occurred on the first Business Day following such original Non-Qualifying Datesale of a minority interest. If such transferring Limited Partner fails to comply with all the terms of Section 7.87.7, such Transfer shall be null and void and of no force and effect. No Non-Qualifying Transferee shall be entitled to receive any distributions from the Partnership with respect to any period on or after the Non-Qualifying Date and any distributions made in respect of the Partnership Interests with respect to any period on or after the Non-Qualifying Date and held by such Non-Qualifying Transferee shall be paid to the Limited Partner who attempted to transfer transferred such Partnership Group Interests or otherwise to the rightful owner thereof as reasonably reasonably, determined by the General Partner.

Permitted Transferees. (a) Notwithstanding the provisions of Section 7.89.8, each Limited Partner Member shall, subject to Section 7.1(b) and Section 7.1(c9.1(b), have the right to Transfer (but not to substitute the transferee as a substitute Partner Member in such PartnerMember’s place, except in accordance with Section 7.39.3), by a written instrument, all or any part of a Limited PartnerMember’s Partnership Group Membership Interest or Class B Units to a Permitted Transferee. Notwithstanding the previous sentence, if the Permitted Transferee is such because it was an Affiliate of the transferring Limited Partner Member at the time of such Transfer or the Transfer was a Permitted Transfer under clause (a) of the definition herein of “Permitted Transfer” Transfer and, at any time after such Transfer, such Permitted Transferee ceases to be an Affiliate of such Limited Partner Member or such Transfer or such Permitted Transferee ceases to qualify under such clause (a) (a “Non-Qualifying Transferee”), such Transfer shall be deemed to not be a Permitted Transfer and shall be subject to Section 7.89.8. Pursuant to Section 7.89.8, such transferring Limited Partner Member, or such transferring Limited PartnerMember’s legal representative representative, shall deliver the First Refusal Notice promptly after the time when such transferee ceases to be an Affiliate of such transferring Limited Partner Member, or such Transfer or such Permitted Transferee ceases to qualify under clause (a) of the definition herein of “Permitted Transfer”, and such transferring Limited Partner Member shall otherwise comply with the terms of Section 7.8 9.8 with respect to such Transfer; provided, that the purchase price for such Transfer for purposes of Section 7.8 9.8 shall be an amount agreed upon by such transferring Member and a Majority in Interest (excluding such transferring Member’s Percentage Interest) or, if such Member and such Majority in Interest cannot agree on a price within five (5) Business Days after delivery of the First Refusal Notice, such price shall be the Agreed Value fair market value of the Partnership Group Interests subject Membership Interest transferred pursuant to the Transfer as of the close of business on the date the transferee ceased to be an Affiliate of such transferring Limited Partner Member or such Transfer or such Permitted Transferee ceases to qualify under clause (a) of the definition herein of “Permitted Transfer” Transfer (such date, the “Non-Qualifying Date”), as determined at the Company’s expense by a nationally recognized investment banking firm mutually selected by such transferring Member and a Majority in Interest (excluding such transferring Member’s Percentage Interest). In If such transferring Member and such Majority in Interest are unable, within ten (10) days after the event expiration of such five (5) Business Day period, to mutually agree upon an investment banking firm, then each of such transferring Member and such Majority in Interest shall choose a nationally recognized investment banking firm and the two investment banking firms so chosen shall choose a third nationally recognized investment banking firm which shall determine the fair market value of the Membership Interest transferred pursuant to such Transfer at the Company’s expense. The determination of fair market value shall be based on the value that a willing buyer with knowledge of all relevant facts would pay a willing seller for all the outstanding equity securities of the Company in connection with an auction for the Company as a going concern and shall not take into account any acquisitions made by the Company or its Affiliates or any other events subsequent to the Non-Qualifying Date is and shall not be subject to any discount for a Business Day, the Non-Qualifying Date shall be deemed to have occurred on the first Business Day following such original Non-Qualifying Datesale of a minority interest. If such transferring Limited Partner Member fails to comply with all the terms of Section 7.89.8, such Transfer shall be null and void and of no force and effect. No Non-Qualifying Transferee shall be entitled to receive any distributions from the Partnership with respect to any period Company on or after the Non-Qualifying Date and any distributions made in respect of the Partnership Membership Interests with respect to any period on or after the Non-Qualifying Date and held by such Non-Qualifying Transferee Members shall be paid to the Limited Partner Member who attempted to transfer transferred such Partnership Group Interests Membership Interest or otherwise to the rightful owner thereof as reasonably determined by the General PartnerBoard.

Permitted Transferees. (a) Notwithstanding the provisions of Section 7.89.7, each Limited Partner Member shall, subject to Section 7.1(b) and Section 7.1(c9.1(b), have the right to Transfer (but not to substitute the transferee as a substitute Partner Member in such Partner’s Member's place, except in accordance with Section 7.39.3), by a written instrument, all or any part of a Limited Partner’s Partnership Group Member's Membership Interest or Class B Units to a Permitted Transferee. Notwithstanding the previous sentence, if the Permitted Transferee is such because it was an Affiliate of the transferring Limited Partner Member at the time of such Transfer or the Transfer was a Permitted Transfer under clause (a) of the definition herein of “Permitted Transfer” Transfer and, at any time after such Transfer, such Permitted Transferee ceases to be an Affiliate of such Limited Partner Member or such Transfer or such Permitted Transferee ceases to qualify under such clause (a) (a “Non"NON-Qualifying Transferee”QUALIFYING TRANSFEREE"), such Transfer shall be deemed to not be a Permitted Transfer and shall be subject to Section 7.89.7. Pursuant to Section 7.89.7, such transferring Limited Partner Member, or such transferring Limited Partner’s Member's legal representative representative, shall deliver the First Refusal Notice promptly after the time when such transferee ceases to be an Affiliate of such transferring Limited Partner Member, or such Transfer or such Permitted Transferee ceases to qualify under clause (a) of the definition herein of “Permitted Transfer”, and such transferring Limited Partner Member shall otherwise comply with the terms of Section 7.8 9.7 with respect to such Transfer; provided, that the purchase price for such Transfer for purposes of Section 7.8 9.7 shall be an amount agreed upon by such transferring Member and the Board, or, if such Member and the Board cannot agree on a price within five Business Days after delivery of the First Refusal Notice, such price shall be the Agreed Value fair market value of the Partnership Group Interests subject Membership Interest transferred pursuant to the Transfer as of the close of business on the date the transferee ceased to be an Affiliate of such transferring Limited Partner Member or such Transfer or such Permitted Transferee ceases to qualify under clause (a) of the definition herein of “Permitted Transfer” Transfer (such date, the “Non"NON-Qualifying Date”QUALIFYING DATE"), as determined at the Company's expense by a nationally recognized investment banking firm mutually selected by such transferring Member and the Board. In If such transferring Member and the event Board are unable, within 10 days after the expiration of such five Business Day period, to mutually agree upon an investment banking firm, then each of such transferring Member and the Board shall choose a nationally recognized investment banking firm and the two investment banking firms so chosen shall choose a third nationally recognized investment banking firm which shall determine the fair market value of the Membership Interest transferred pursuant to such Transfer at the Company's expense. The determination of fair market value shall be based on the value that a willing buyer with knowledge of all relevant facts would pay a willing seller for all the outstanding equity securities of the Company in connection with an auction for the Company as a going concern and shall not take into account any acquisitions made by the Company or its Affiliates or any other events subsequent to the Non-Qualifying Date is and shall not be subject to any discount for a Business Day, the Non-Qualifying Date shall be deemed to have occurred on the first Business Day following such original Non-Qualifying Datesale of a minority interest. If such transferring Limited Partner Member fails to comply with all the terms of Section 7.89.7, such Transfer shall be null and void and of no force and effect. No Non-Qualifying Transferee shall be entitled to receive any distributions from the Partnership with respect to any period Company on or after the Non-Qualifying Date and any distributions made in respect of the Partnership Membership Interests with respect to any period on or after the Non-Qualifying Date and held by such Non-Qualifying Transferee Members shall be paid to the Limited Partner Member who attempted to transfer transferred such Partnership Group Interests Membership Interest or otherwise to the rightful owner thereof as reasonably determined by the General PartnerBoard.

Permitted Transferees. (a) Notwithstanding the provisions of Section 7.89.7, each Limited Partner shall, subject to Section 7.1(b) and Section 7.1(c), Member shall have the right to Transfer (but not to substitute the transferee as a substitute Partner Member in such PartnerMember’s place, except in accordance with Section 7.39.3), by a written instrument, any or all or any part of a Limited PartnerMember’s Partnership Group Membership Interest or Class B Units to a Permitted Transferee. Notwithstanding the previous sentence, if the Permitted Transferee is such because it was an Affiliate of the transferring Limited Partner Member at the time of such Transfer or the Transfer was a Permitted Transfer under clause (a) of the definition herein of “Permitted Transfer” Transfer and, at any time after such Transfer, such Permitted Transferee ceases to be an Affiliate of such Limited Partner Member or such Transfer or such Permitted Transferee ceases to qualify under such clause (a) (a “Non-Qualifying Transferee”), such Transfer shall be deemed to not be a Permitted Transfer and shall be subject to Section 7.89.7. Pursuant to Section 7.89.7, such transferring Limited Partner Member, or such transferring Limited PartnerMember’s legal representative representative, shall deliver the First Refusal Notice promptly after the time when such transferee ceases to be an Affiliate of such transferring Limited Partner Member, or such Transfer or such Permitted Transferee ceases to qualify under clause (a) of the definition herein of “Permitted Transfer”, and such transferring Limited Partner Member shall otherwise comply with the terms of Section 7.8 9.7 with respect to such Transfer; provided, that the purchase price for such Transfer for purposes of Section 7.8 9.7 shall be an amount agreed upon by such transferring Member and the Board, or, if such Member and the Board cannot agree on a price within five Business Days after delivery of the First Refusal Notice, such price shall be the Agreed Value fair market value of the Partnership Group Interests subject Membership Interest transferred pursuant to the Transfer as of the close of business on the date the transferee ceased to be an Affiliate of such transferring Limited Partner Member or such Transfer or such Permitted Transferee ceases to qualify under clause (a) of the definition herein of “Permitted Transfer” Transfer (such date, the “Non-Qualifying Date”), as determined at the Company’s expense by a nationally recognized investment banking firm mutually selected by such transferring Member and the Board. In If such transferring Member and the event Board are unable, within 10 days after the expiration of such five Business Day period, to mutually agree upon an investment banking firm, then each of such transferring Member and the Board shall choose a nationally recognized investment banking firm and the two investment banking firms so chosen shall choose a third nationally recognized investment banking firm which shall determine the fair market value of the Membership Interest transferred pursuant to such Transfer at the Company’s expense. The determination of fair market value shall be based on the value that a willing buyer with knowledge of all relevant facts would pay a willing seller for all the outstanding equity securities of the Company in connection with an auction for the Company as a going concern and shall not take into account any acquisitions made by the Company or its Affiliates or any other events subsequent to the Non-Qualifying Date is and shall not be subject to any discount for a Business Day, the Non-Qualifying Date shall be deemed to have occurred on the first Business Day following such original Non-Qualifying Datesale of a minority interest. If such transferring Limited Partner Member fails to comply with all the terms of Section 7.89.7, such Transfer shall be null and void and of no force and effect. No Non-Qualifying Transferee shall be entitled to receive any distributions from the Partnership with respect to any period Company on or after the Non-Qualifying Date and any distributions made in respect of the Partnership Membership Interests with respect to any period on or after the Non-Qualifying Date and held by such Non-Qualifying Transferee shall be paid to the Limited Partner Member who attempted to transfer transferred such Partnership Group Interests Membership Interest or otherwise to the rightful owner thereof as reasonably determined by the General PartnerBoard.

Permitted Transferees. (a) Notwithstanding the provisions of Section 7.87.7, each Limited Partner shall, subject to Section 7.1(b) and Section 7.1(c), have the right to Transfer (but not to substitute the transferee as a substitute Partner in such Partner’s 's place, except in accordance with Section 7.3), by a written instrument, all or any part of a Limited Partner’s 's Partnership Group Interest or Class B Units to a Permitted Transferee. Notwithstanding the previous sentence, if the Permitted Transferee is such because it was an Affiliate of the transferring Limited Partner at the time of such Transfer or the Transfer was a Permitted Transfer under clause (a) of the definition herein of “"Permitted Transfer” " and, at any time after such Transfer, such Permitted Transferee ceases to be an Affiliate of such Limited Partner or such Transfer or such Permitted Transferee ceases to qualify under such clause (a) (a “Non"NON-Qualifying Transferee”QUALIFYING TRANSFEREE"), such Transfer shall be deemed to not be a Permitted Transfer and shall be subject to Section 7.87.7. Pursuant to Section 7.87.7, such transferring Limited Partner or such transferring Limited Partner’s 's legal representative shall deliver the First Refusal Notice promptly after the time when such transferee ceases to be an Affiliate of such transferring Limited Partner or such Transfer or such Permitted Transferee ceases to qualify under clause (a) of the definition herein of “"Permitted Transfer”", and such transferring Limited Partner shall otherwise comply with the terms of Section 7.8 7.7 with respect to such Transfer; provided, that the purchase price for such Transfer for purposes of Section 7.8 7.7 shall be an amount agreed upon by such transferring Limited Partner and the General Partner or, if such Limited Partner and the General Partner cannot agree on a price within five Business Days after delivery of the First Refusal Notice, such price shall be the Agreed Value fair market value of the Partnership Group Interests subject Interest transferred pursuant to the Transfer as of the close of business on the date the transferee ceased to be an Affiliate of such transferring Limited Partner or such Transfer or such Permitted Transferee ceases to qualify under clause (a) of the definition herein of “"Permitted Transfer” " (such date, the “Non"NON-Qualifying Date”QUALIFYING DATE"), as determined at the Partnership's expense by a nationally recognized investment banking firm mutually selected by such transferring Limited Partner and the General Partner. In If such transferring Limited Partner and the event General Partner are unable, within ten days after the expiration of such five Business Day period, to mutually agree upon an investment banking firm, then each of such transferring Limited Partner and the General Partner shall choose a nationally recognized investment banking firm and the two investment banking firms so chosen shall choose a third nationally recognized investment banking firm which shall determine the fair market value of the Partnership Interest transferred pursuant to such Transfer at the Partnership's expense. The determination of fair market value shall be based on the value that a willing buyer with knowledge of all relevant facts would pay a willing seller for all the outstanding equity securities of the Partnership in connection with an auction for the Partnership as a going concern and shall not take into account any acquisitions made by the Partnership or its Affiliates or any other events subsequent to the Non-Qualifying Date is and shall not be subject to any discount for a Business Day, the Non-Qualifying Date shall be deemed to have occurred on the first Business Day following such original Non-Qualifying Datesale of a minority interest. If such transferring Limited Partner fails to comply with all the terms of Section 7.87.7, such Transfer shall be null and void and of no force and effect. No Non-Qualifying Transferee shall be entitled to receive any distributions from the Partnership with respect to any period on or after the Non-Qualifying Date and any distributions made in respect of the Partnership Interests with respect to any period on or after the Non-Qualifying Date and held by such Non-Qualifying Transferee shall be paid to the Limited Partner who attempted to transfer transferred such Partnership Group Interests or otherwise to the rightful owner thereof as reasonably reasonably, determined by the General Partner.

Permitted Transferees. The rights of a Holder hereunder may be assigned (but only with all related obligations as set forth below) in connection with a Transfer of Registrable Securities to (a) Notwithstanding a Permitted Transferee of that Holder or (b) in the provisions case of any Sponsor Holder, other than the rights of such Sponsor Holder set forth in Section 7.84.1, to a transferee that acquires greater than five (5) percent of the outstanding shares of the Company in a transaction exempt from the registration requirements of the Securities Act (other than Rule 144); provided that, in the case of each Limited Partner shall, subject to Section 7.1(bof the foregoing clauses (a) and Section 7.1(c(b), (i) the Oak Hill Post-Closing Shareholders collectively shall only be permitted to assign their one (1) Demand Registration hereunder, and the TCV Post-Closing Shareholders collectively shall only be permitted to assign their one (1) Demand Registration hereunder, if such Holders have not already exercised such right, and upon such assignment, only the right assignee thereof shall be permitted to Transfer exercise such one (but not 1) Demand Registration, and (ii) each of the Oak Hill Post-Closing Shareholders and the TCV Post-Closing Shareholders shall be permitted to substitute the transferee assign its rights under Article 3 only to a Permitted Transferee for so long as a substitute Partner in such Partner’s placePermitted Transferee remains an Affiliate of such Oak Hill Post-Closing Shareholder or such TCV Post-Closing Shareholder, except as applicable, and any Permitted Transferee to which such rights are assigned in accordance with this Section 7.3), by a written instrument, all or any part of a Limited Partner’s Partnership Group Interest or Class B Units to a Permitted Transferee. Notwithstanding the previous sentence, if the Permitted Transferee is 5.4 shall no longer have such because it was an Affiliate of the transferring Limited Partner at rights from and after the time of such Transfer or the Transfer was a Permitted Transfer under clause (a) of the definition herein of “Permitted Transfer” and, at any time after such Transfer, such Permitted Transferee ceases to be an Affiliate of such Limited Partner Oak Hill Post-Closing Shareholders or such Transfer TCV Post-Closing Shareholders, as applicable. Without prejudice to any other or such Permitted Transferee ceases to qualify under such clause (a) (a “Non-Qualifying Transferee”), such Transfer shall be deemed to not be a Permitted Transfer and shall be subject to Section 7.8. Pursuant to Section 7.8, such transferring Limited Partner or such transferring Limited Partner’s legal representative shall deliver the First Refusal Notice promptly after the time when such transferee ceases to be an Affiliate of such transferring Limited Partner or such Transfer or such Permitted Transferee ceases to qualify under clause (a) of the definition herein of “Permitted Transfer”, and such transferring Limited Partner shall otherwise comply with the terms of Section 7.8 with respect to such Transfer; provided, that the purchase price for such Transfer for purposes of Section 7.8 shall be the Agreed Value of the Partnership Group Interests subject to the Transfer as of the close of business on the date the transferee ceased to be an Affiliate of such transferring Limited Partner or such Transfer or such Permitted Transferee ceases to qualify under clause (a) of the definition herein of “Permitted Transfer” (such date, the “Non-Qualifying Date”). In the event the Non-Qualifying Date is not a Business Day, the Non-Qualifying Date shall be deemed to have occurred on the first Business Day following such original Non-Qualifying Date. If such transferring Limited Partner fails to comply with all the terms of Section 7.8, such Transfer shall be null and void and of no force and effect. No Non-Qualifying Transferee shall be entitled to receive any distributions from the Partnership similar conditions imposed hereunder with respect to any period on such Transfer, no assignment permitted under the terms of this Section 5.4 will be effective unless the Permitted Transferee or after other assignee to which the Non-Qualifying Date assignment is being made, if not a Holder, has delivered to the Company a written acknowledgment and any distributions made agreement in respect of form and substance reasonably satisfactory to the Partnership Interests with respect Company that the Permitted Transferee or other assignee will be bound by, and will be a party to, this Agreement. A Permitted Transferee to whom rights are transferred pursuant to this Section 5.4 may not again transfer those rights to any period on other Permitted Transferee or after the Non-Qualifying Date and held by such Non-Qualifying Transferee shall be paid to the Limited Partner who attempted to transfer such Partnership Group Interests or otherwise to the rightful owner thereof other assignee, other than as reasonably determined by the General Partnerprovided in this Section 5.4.

Permitted Transferees. Notwithstanding anything to the contrary above, as long as (a) Notwithstanding Quantenna Communications, Inc. or a Permitted Transferee of Quantenna Communications, Inc. is the provisions of Section 7.8then-current Tenant under this Lease, each Limited Partner shall, subject to Section 7.1(b(b) no non- monetary default (beyond applicable notice and cure periods) and Section 7.1(cno monetary default under this Lease then exists, Tenant shall have the right, without the consent of Landlord, but without in any way releasing Quantenna Communications, Inc. from any of its obligations under this Lease, to (a) assign its interest in this Lease to (i) any corporation or other entity which is a successor to Tenant either by merger or consolidation, or (ii) a purchaser of all or substantially all of Tenant's assets, or (iii) to a corporation or other entity which shall control, be under the control of, or be under common control with Tenant (the term "control" as used herein shall be deemed to mean ownership of more than fifty percent (50%) of the outstanding voting stock of a corporation, or other majority equity and control interest if Tenant is not a corporation) (any such entity being a "Permitted Transferee"), have the right to Transfer or (but not to substitute the transferee as a substitute Partner in such Partner’s place, except in accordance with Section 7.3), by a written instrument, b) sublease all or any part portion of a Limited Partner’s Partnership Group Interest or Class B Units the Premises to a Permitted Transferee. Notwithstanding the previous sentence, if the Any assignment or sublease to a Permitted Transferee is such because it was an Affiliate of the transferring Limited Partner at the time of such Transfer or the Transfer was a Permitted Transfer under clause (a) of the definition herein of “Permitted Transfer” and, at any time after such Transfer, such Permitted Transferee ceases pursuant to be an Affiliate of such Limited Partner or such Transfer or such Permitted Transferee ceases to qualify under such clause (a) (a “Non-Qualifying Transferee”), such Transfer shall be deemed to not be a Permitted Transfer and this Section 7.9 shall be subject to Section 7.8. Pursuant to Section 7.8, such transferring Limited Partner or such transferring Limited Partner’s legal representative shall deliver the First Refusal Notice promptly after the time when such transferee ceases to be an Affiliate of such transferring Limited Partner or such Transfer or such Permitted Transferee ceases to qualify under clause (a) of the definition herein of “Permitted Transfer”, and such transferring Limited Partner shall otherwise comply with the terms of Section 7.8 with respect this Lease. Tenant shall, within thirty (30) days after execution thereof, deliver to such Transfer; provided, that the purchase price for such Transfer for purposes of Section 7.8 shall be the Agreed Value Landlord (A) a copy of the Partnership Group Interests subject assignment in form and substance reasonably satisfactory to Landlord, duly executed by Tenant, (B) an instrument, duly executed and authorized by the Transfer as assignee, in which such assignee assumes observance and performance of, and agrees to be bound by, all of the close terms, covenants and coriditions of business this Lease on the date the transferee ceased Tenant's part to be an Affiliate of such transferring Limited Partner observed and performed, or such Transfer or such Permitted Transferee ceases (C) a duplicate original sublease in form and substance reasonably satisfactory to qualify under clause (a) of the definition herein of “Permitted Transfer” (such dateLandlord, the “Non-Qualifying Date”). In the event the Non-Qualifying Date is not a Business Day, the Non-Qualifying Date shall be deemed to have occurred on the first Business Day following such original Non-Qualifying Date. If such transferring Limited Partner fails to comply with all the terms of Section 7.8, such Transfer shall be null duly executed by Tenant and void and of no force and effect. No Non-Qualifying Transferee shall be entitled to receive any distributions from the Partnership with respect to any period on or after the Non-Qualifying Date and any distributions made in respect of the Partnership Interests with respect to any period on or after the Non-Qualifying Date and held by such Non-Qualifying Transferee shall be paid to the Limited Partner who attempted to transfer such Partnership Group Interests or otherwise to the rightful owner thereof as reasonably determined by the General Partnersubtenant.

Permitted Transferees. (a) Notwithstanding Any Permitted Transferee receiving Shares in a Transfer pursuant to Section 3.1.1 or 3.1.5 shall be subject to the provisions terms and conditions of, and be entitled to enforce, this Agreement to the same extent, and in the same capacity, as the Stockholder that Transfers the Shares to such Permitted Transferee as if such Permitted Transferee were such Stockholder. Prior to the initial Transfer of any Shares to any Permitted Transferee pursuant to Section 7.83.1.1 or 3.1.5, and as a condition thereto, each Limited Partner shallholder of Shares effecting such Transfer shall (i) cause such Permitted Transferee to deliver to the Company and each of the Stockholders (other than the transferor or the Managers) its written agreement, subject in form and substance reasonably satisfactory to Section 7.1(bthe Company, to be bound by the terms and conditions of this Agreement to the extent described in the preceding sentence and (ii) and Section 7.1(c), have remain directly liable for the right to Transfer (but not to substitute the transferee as a substitute Partner in such Partner’s place, except in accordance with Section 7.3), performance by a written instrument, all or any part of a Limited Partner’s Partnership Group Interest or Class B Units to a Permitted Transferee. Notwithstanding the previous sentence, if the Permitted Transferee is such because it was an Affiliate of the transferring Limited Partner at the time all obligations of such Transfer or the Transfer was a Permitted Transfer under clause (a) of the definition herein of “Permitted Transfer” and, at any time after such Transfer, such Permitted Transferee ceases to be under this Agreement. To the extent a Permitted Transferee is not an individual, a trust or an estate, and the transferor or an Affiliate of such Limited Partner or such Transfer or thereof shall cease to control such Permitted Transferee ceases to qualify under Transferee, (i) such clause (a) (a “Non-Qualifying Transferee”), such Transfer change of control shall be deemed to not be a Permitted Transfer and shall be subject to Section 7.8. Pursuant to Section 7.8, such transferring Limited Partner or such transferring Limited Partner’s legal representative shall deliver of the First Refusal Notice promptly after the time when such transferee ceases to be an Affiliate of such transferring Limited Partner or such Transfer or Shares held by such Permitted Transferee ceases subject to qualify under clause the Transfer restrictions contained or referenced in this Section 3 and (aii) to the extent such Permitted Transferee then holds assets in addition to Shares, the determination of the definition herein of “Permitted Transfer”, and such transferring Limited Partner shall otherwise comply with the terms of Section 7.8 with respect to such Transfer; provided, that the purchase price deemed to have been paid for the Shares held by such Permitted Transferee in such deemed Transfer for purposes of Section 7.8 the provisions of Sections 3 and 4 shall be made by the Agreed Value of the Partnership Group Interests subject Board in good faith; provided that, Music Capital Partners, L.P. ceasing to the Transfer as of the close of business on the date the transferee ceased to be an Affiliate of such transferring Limited Partner or such Transfer or such control its Permitted Transferee ceases ALP Music Capital Partners, L.P. following the transfer referred to qualify under clause (a) in the second sentence of the definition herein of “Permitted Transfer” (such date, the “Non-Qualifying Date”). In the event the Non-Qualifying Date is not a Business Day, the Non-Qualifying Date shall be deemed to have occurred on the first Business Day following such original Non-Qualifying Date. If such transferring Limited Partner fails to comply with all the terms of Section 7.8, such Transfer shall be null and void and of no force and effect. No Non-Qualifying Transferee shall not be entitled a deemed a Transfer of Shares pursuant to receive any distributions from the Partnership with respect to any period on or after the Non-Qualifying Date and any distributions made in respect provisions of the Partnership Interests with respect to any period on or after the Non-Qualifying Date and held by such Non-Qualifying Transferee shall be paid to the Limited Partner who attempted to transfer such Partnership Group Interests or otherwise to the rightful owner thereof as reasonably determined by the General Partnerforegoing sentence.

Permitted Transferees. This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective successors and permitted assigns and nothing in this Agreement, expressed or implied, is intended to confer on any person other than the parties hereto, their respective successors and permitted assigns, any rights, remedies, obligations or liabilities under or by reason of this Agreement. The rights and obligations of the Company hereunder shall not be assigned without the written consent of Champion or, if after the Distribution, a majority of the Sponsors. The rights and obligations of any Investor (aincluding those rights and obligations specific to the Sponsors) Notwithstanding shall not be assigned without the provisions written consent of Section 7.8Champion or, each Limited Partner shallif after the Distribution, subject to Section 7.1(b) a majority of the Sponsors; provided, however, that any Investor may assign its rights and Section 7.1(c), have the right to Transfer (but not to substitute the transferee as a substitute Partner in such Partner’s place, except in accordance with Section 7.3), by a written instrument, all or any part of a Limited Partner’s Partnership Group Interest or Class B Units obligations hereunder without consent to a Permitted Transfereetransferee in connection with the transfer by such Investor of 10% or more of the Common Shares then issued and outstanding. Notwithstanding the previous sentenceforegoing, the rights of any Investor hereunder are assignable without consent to a transferee in connection with any transfer of Registrable Securities (including by means of transferring securities that are directly or indirectly convertible into or exercisable or exchangeable for Registrable Securities) so long as (1) such transferee expressly agrees to become bound hereby as an “Investor” hereunder pursuant to a written instrument in form and substance reasonably satisfactory to the Company and Champion or, if after the Permitted Transferee is such because it was an Affiliate Distribution, a majority of the transferring Limited Partner at the time Sponsors and (2) notice of such Transfer transfer is given to the Company and Champion or, if after the Distribution, the Sponsors. In addition, the rights of Champion or, if after the Distribution, the Sponsors, hereunder are assignable, in whole or in part, without consent to a transferee in connection with any transfer of Registrable Securities (including by means of transferring securities that are directly or indirectly convertible into or exercisable or exchangeable for Registrable Securities) so long as (1) such transferee expressly agrees to become bound hereby as a “Sponsor” hereunder pursuant to a written instrument in form and substance reasonably satisfactory to the Transfer was Company and Champion or, if after the Distribution, a Permitted Transfer under clause (a) majority of the definition herein of “Permitted Transfer” and, at any time after such Transfer, such Permitted Transferee ceases to be an Affiliate Sponsors and (2) notice of such Limited Partner or such Transfer or such Permitted Transferee ceases transfer is given to qualify under such clause (a) (a “Non-Qualifying Transferee”)the Company and Champion or, such Transfer shall be deemed to not be a Permitted Transfer and shall be subject to Section 7.8. Pursuant to Section 7.8, such transferring Limited Partner or such transferring Limited Partner’s legal representative shall deliver the First Refusal Notice promptly if after the time when such transferee ceases to be an Affiliate of such transferring Limited Partner or such Transfer or such Permitted Transferee ceases to qualify under clause (a) of the definition herein of “Permitted Transfer”, and such transferring Limited Partner shall otherwise comply with the terms of Section 7.8 with respect to such Transfer; provided, that the purchase price for such Transfer for purposes of Section 7.8 shall be the Agreed Value of the Partnership Group Interests subject to the Transfer as of the close of business on the date the transferee ceased to be an Affiliate of such transferring Limited Partner or such Transfer or such Permitted Transferee ceases to qualify under clause (a) of the definition herein of “Permitted Transfer” (such dateDistribution, the “Non-Qualifying Date”)Sponsors. In the event the Non-Qualifying Date is not a Business Day, the Non-Qualifying Date shall be deemed to have occurred on the first Business Day following such original Non-Qualifying Date. If such transferring Limited Partner fails to comply with all the terms Any attempted assignment in violation of this Section 7.8, such Transfer 4.4 shall be null and void and of no force and effect. No Non-Qualifying Transferee shall be entitled to receive any distributions from the Partnership with respect to any period on or after the Non-Qualifying Date and any distributions made in respect of the Partnership Interests with respect to any period on or after the Non-Qualifying Date and held by such Non-Qualifying Transferee shall be paid to the Limited Partner who attempted to transfer such Partnership Group Interests or otherwise to the rightful owner thereof as reasonably determined by the General Partnervoid.

Permitted Transferees. The rights of a Holder hereunder may be assigned (abut only with all related obligations as set forth below) Notwithstanding in connection with a Transfer of Registrable Securities to a Permitted Transferee of that Holder. Without prejudice to any other or similar conditions imposed hereunder with respect to any such Transfer, no assignment permitted under the provisions terms of this Section 7.84.4 shall be effective unless the Permitted Transferee to which the assignment is being made, each Limited Partner shallif not a Holder, subject has delivered to the Company a written acknowledgment and agreement in form and substance reasonably satisfactory to the Company that the Permitted Transferee shall be bound by, and shall be a party to, this Agreement. A Permitted Transferee to whom rights are transferred pursuant to this Section 7.1(b4.4 may not again transfer those rights to any other Permitted Transferee, other than as provided in this Section 4.4. In the event a Holder transfers Registrable Securities included on a Registration Statement in connection with the foreclosure of a pledge of such Registrable Securities and, following the transfer, such Registrable Securities would not be eligible for sale pursuant to Rule 144 (or any successor provision) and Section 7.1(cunder the Securities Act without restriction pursuant to such rule on the volume of securities that may be sold in any single transaction, then (A) at the request of the new holder of such Registrable Securities (the “Pledge Holder”), the Company shall amend or supplement such Registration Statement as may be necessary in order to enable such Pledge Holder to offer and sell such Registrable Securities pursuant to such Registration Statement; provided that in no event shall the Company be required to file a post-effective amendment to the Registration Statement unless (X) such Registration Statement includes only Registrable Securities held by the Pledge Holder, Affiliates of the Pledge Holder or transferees of the Pledge Holder or (Y) the Company has received a written consent therefor from every Person for whom Common Shares have the right to Transfer been registered on (but not to substitute yet sold under) such Registration Statement, other than the transferee as a substitute Partner in such Partner’s placePledge Holder, except in accordance with Section 7.3), by a written instrument, all or any part of a Limited Partner’s Partnership Group Interest or Class B Units to a Permitted Transferee. Notwithstanding the previous sentence, if the Permitted Transferee is such because it was an Affiliate Affiliates of the transferring Limited Partner at the time of such Transfer Pledge Holder or the Transfer was a Permitted Transfer under clause (a) transferees of the definition herein of “Permitted Transfer” and, at any time after such Transfer, such Permitted Transferee ceases to be an Affiliate of such Limited Partner or such Transfer or such Permitted Transferee ceases to qualify under such clause Pledge Holder and (aB) (a “Non-Qualifying Transferee”), such Transfer shall be deemed to not be a Permitted Transfer and shall be subject to Section 7.8. Pursuant to Section 7.8, such transferring Limited Partner or such transferring Limited Partner’s legal representative shall deliver the First Refusal Notice promptly after the time when such transferee ceases to be an Affiliate of such transferring Limited Partner or such Transfer or such Permitted Transferee ceases to qualify under clause (a) all of the definition herein rights and obligations of “Permitted Transfer”, the Company and such transferring Limited Partner shall otherwise comply with the terms of Section 7.8 Pledge Holder with respect to such Transfer; providedRegistrable Securities granted under Sections 3.1, that the purchase price for such Transfer for purposes of Section 7.8 3.3, 3.5, 3.8, 3.9, 3.10 and 4.1 shall be the Agreed Value of the Partnership Group Interests subject to the Transfer as of the close of business on the date the transferee ceased continue to be an Affiliate of such transferring Limited Partner or such Transfer or such Permitted Transferee ceases to qualify under clause (a) of the definition herein of “Permitted Transfer” (such date, the “Non-Qualifying Date”). In the event the Non-Qualifying Date is not a Business Day, the Non-Qualifying Date shall be deemed to have occurred on the first Business Day following such original Non-Qualifying Date. If such transferring Limited Partner fails to comply with all the terms of Section 7.8, such Transfer shall be null and void and of no force and effect. No Non-Qualifying Transferee shall be entitled to receive any distributions from the Partnership applicable with respect to any period on or after such Registrable Securities until the Non-Qualifying Date and any distributions made in respect earlier of (X) the time required for the Pledge Holder to sell all of the Partnership Interests with respect to any period on or after the Non-Qualifying Date and Registrable Securities held by the Pledge Holder or (Y) the end of the effectiveness period of the Registration Statement relating to such Non-Qualifying Transferee shall be paid to the Limited Partner who attempted to transfer such Partnership Group Interests or otherwise to the rightful owner thereof as reasonably determined by the General PartnerRegistrable Securities.

Permitted Transferees. (a) Notwithstanding the provisions of Section 7.89.8, each Limited Partner shall, subject to Section 7.1(b) and Section 7.1(c), Member shall have the right to Transfer (but not to substitute the transferee as a substitute Partner Member in such PartnerMember’s place, except in accordance with Section 7.39.3), by a written instrument, all or any part of a Limited PartnerMember’s Partnership Group Membership Interest or Class B Units to a Permitted Transferee. Notwithstanding the previous sentence, if the Permitted Transferee is such because it was an Affiliate of the transferring Limited Partner Member (the “Base Member”) at the time of such Transfer or the Transfer was a Permitted Transfer under clause (a) of the definition herein of “Permitted Transfer” Transfer and, at any time after such Transfer, such Permitted Transferee ceases to be an Affiliate of such Limited Partner Base Member or such Transfer or such Permitted Transferee ceases to qualify under such clause (a) (a “Non-Qualifying Transferee”), then unless such transaction complies with Section 9.8, such Transfer shall be deemed to not be a Permitted Transfer and shall any Membership Interest beneficially owned by such former Affiliate or Permitted Transferee (a “Non-Qualifying Transferee”) must be subject transferred to Section 7.8. Pursuant to Section 7.8, such transferring Limited Partner Base Member or such transferring Limited Partner’s legal representative shall deliver the First Refusal Notice promptly after the time when such transferee ceases to be an Affiliate of such transferring Limited Partner or Base Member who would be a Permitted Transferee prior to such Transfer Non-Qualifying Transferee’s loss of Affiliate status in respect of such Base Member or such Permitted Transferee ceases ceasing to qualify under such clause (a) ), provided that if such Transfer does not occur prior to such loss of such Affiliate or Permitted Transferee status, in addition to any remedy available to the Company for the breach of this Agreement resulting therefrom, at the election of the definition herein of “Permitted Transfer”Company (which election, and such transferring Limited Partner shall otherwise comply with the terms of Section 7.8 with respect to such Transfer; provided, that the purchase price for such Transfer for purposes of Section 7.8 shall be the Agreed Value all other rights of the Partnership Group Interests subject to Company related thereto as set forth herein, may be made and exercised at the sole discretion of the Initial Member that is not the Base Member) either (i) the Transfer as of the close of business on the date the transferee ceased to be an Affiliate of such transferring Limited Partner or such Transfer or such Permitted Transferee ceases to qualify under clause (a) of the definition herein of “Permitted Transfer” (such date, the “Non-Qualifying Date”). In the event the Non-Qualifying Date is not a Business Day, the Non-Qualifying Date shall be deemed to have occurred on the first Business Day following such original Non-Qualifying Date. If such transferring Limited Partner fails to comply with all the terms of Section 7.8, such Transfer Transferee shall be null and void and of no force and effect. No , such Non-Qualifying Transferee shall automatically cease to be a Member, and the Company shall be entitled to receive any distributions from treat the Partnership with respect Base Member (or such other Person as the Board shall reasonably determine to any period on or after be the Non-Qualifying Date and any distributions made in respect rightful owner thereof) as the holder of the Partnership Interests with respect to any period on or after the Non-Qualifying Date and Membership Interest held by such Non-Qualifying Transferee for all purposes hereunder, notwithstanding any prior registration or recognition of the transfer of such Membership Interest to such Non-Qualifying Transferee or (ii) the Company shall be paid have the right and option to purchase all, but not less than all, of the Membership Interest owned by such Non-Qualifying Transferee for a price equal to the Limited Partner who attempted to transfer Called Interest Value of such Partnership Group Membership Interests or otherwise (determined in accordance with Section 3.6) and on the terms and conditions contained in Section 9.2(d) and (e); provided that the Company exercises such right and option by giving written notice of such exercise to the rightful owner thereof as reasonably determined by Non-Qualifying Transferee and the General PartnerInitial Members no later than the 90th day after the Company first receives notice from the Base Member of such Non-Qualifying Transferee’s loss of Affiliate or Permitted Transferee status; and provided further that if the Non-Qualifying Transferee is an Initial Member, such purchase shall not require the approval of such Initial Member pursuant to Section 7.11(a)(vii).

Permitted Transferees. (a) Notwithstanding Any Permitted Transferee receiving Shares in a Transfer pursuant to Section 3.1.1 or 3.1.5 shall be subject to the provisions terms and conditions of, and be entitled to enforce, this Agreement to the same extent, and in the same capacity, as the Stockholder that Transfers the Shares to such Permitted Transferee as if such Permitted Transferee were such Stockholder. Prior to the initial Transfer of any Shares to any Permitted Transferee pursuant to Section 7.83.1.1 or 3.1.5, and as a condition thereto, each Limited Partner shallholder of Shares effecting such Transfer shall (i) cause such Permitted Transferee to deliver to the Company and each of the Stockholders (other than the transferor) its written agreement, subject in form and substance reasonably satisfactory to Section 7.1(bthe Company, to be bound by the terms and conditions of this Agreement to the extent described in the preceding sentence and (ii) and Section 7.1(c), have remain directly liable for the right to Transfer (but not to substitute the transferee as a substitute Partner in such Partner’s place, except in accordance with Section 7.3), performance by a written instrument, all or any part of a Limited Partner’s Partnership Group Interest or Class B Units to a Permitted Transferee. Notwithstanding the previous sentence, if the Permitted Transferee is such because it was an Affiliate of the transferring Limited Partner at the time all obligations of such Transfer or the Transfer was a Permitted Transfer under clause (a) of the definition herein of “Permitted Transfer” and, at any time after such Transfer, such Permitted Transferee ceases to be under this Agreement. To the extent a Permitted Transferee is not an individual, a trust or an estate, and the transferor or an Affiliate of such Limited Partner or such Transfer or thereof shall cease to control such Permitted Transferee ceases to qualify under Transferee, (i) such clause (a) (a “Non-Qualifying Transferee”), such Transfer change of control shall be deemed to not be a Permitted Transfer and shall be subject to Section 7.8. Pursuant to Section 7.8, such transferring Limited Partner or such transferring Limited Partner’s legal representative shall deliver of the First Refusal Notice promptly after the time when such transferee ceases to be an Affiliate of such transferring Limited Partner or such Transfer or Shares held by such Permitted Transferee ceases subject to qualify under clause the Transfer restrictions contained or referenced in this Section 3 and (aii) to the extent such Permitted Transferee then holds assets in addition to Shares, the determination of the definition herein of “Permitted Transfer”, and such transferring Limited Partner shall otherwise comply with the terms of Section 7.8 with respect to such Transfer; provided, that the purchase price deemed to have been paid for the Shares held by such Permitted Transferee in such deemed Transfer for purposes of Section 7.8 the provisions of Sections 3 and 4 shall be made by the Agreed Value of the Partnership Group Interests subject Board in good faith; provided that, Music Capital Partners, L.P. ceasing to the Transfer as of the close of business on the date the transferee ceased to be an Affiliate of such transferring Limited Partner or such Transfer or such control its Permitted Transferee ceases ALP Music Capital Partners, L.P. following the transfer referred to qualify under clause (a) in the second sentence of the definition herein of “Permitted Transfer” (such date, the “Non-Qualifying Date”). In the event the Non-Qualifying Date is not a Business Day, the Non-Qualifying Date shall be deemed to have occurred on the first Business Day following such original Non-Qualifying Date. If such transferring Limited Partner fails to comply with all the terms of Section 7.8, such Transfer shall be null and void and of no force and effect. No Non-Qualifying Transferee shall not be entitled a deemed a Transfer of Shares pursuant to receive any distributions from the Partnership with respect to any period on or after the Non-Qualifying Date and any distributions made in respect provisions of the Partnership Interests with respect to any period on or after the Non-Qualifying Date and held by such Non-Qualifying Transferee shall be paid to the Limited Partner who attempted to transfer such Partnership Group Interests or otherwise to the rightful owner thereof as reasonably determined by the General Partnerforegoing sentence.

Permitted Transferees. (a) Notwithstanding the provisions of Section 7.8, each Limited Partner shall, subject Subject to Section 7.1(b) and Section 7.1(c)12.4 but notwithstanding any other provision of this Agreement, have the right Dan xxxll be permitted to Transfer (but not to substitute the transferee as a substitute Partner in such Partner’s placesell, except in accordance with Section 7.3), by a written instrument, give or bequeath all or any part portion of a Limited Partner’s Partnership Group Interest the Option Shares or Class B Units interest therein, or pass such Option Shares or interest by means of intestate succession or otherwise, either outright or in trust, to a Permitted Transferee, provided that such transfer shall be implemented in a manner acceptable to legal counsel for the Company. Notwithstanding In case of any such transfer by Dan, xxch Permitted Transferee shall receive and hold the previous sentencetransferred Option Shares subject to all the terms and conditions of this Agreement, if and there shall be no further transfer of such Option Shares except by such Permitted Transferee to another Permitted Transferee in accordance with the terms of this Agreement. Before Dan xxxnsfers any Option Shares to a Permitted Transferee, and before any Permitted Transferee transfers any Option Shares to another Permitted Transferee, Dan xx the transferring Permitted Transferee, as the case may be, shall give the Company written notice of such intended transfer. Any Permitted Transferee shall, to the extent of the Option Shares transferred, succeed to all the rights and obligations of the transferor under this Agreement and shall become bound by all the terms and conditions hereof; provided that, as a condition precedent to a Permitted Transferee's exercising any rights under this Agreement and to the Company's obligation to change its records to reflect the record ownership of such Option Shares in the name of such Permitted Transferee, the Permitted Transferee is shall execute such because it was an Affiliate documents and instruments as may reasonably be required by legal counsel to the Company. Unless otherwise expressly provided in this Agreement, any reference herein to a right or obligation of the transferring Limited Partner at the time Dan xx sell or receive payment for any shares of such Transfer or the Transfer was a Permitted Transfer under clause (a) of the definition herein of “Permitted Transfer” and, at any time after such Transfer, such Permitted Transferee ceases to be an Affiliate of such Limited Partner or such Transfer or such Permitted Transferee ceases to qualify under such clause (a) (a “Non-Qualifying Transferee”), such Transfer Class A Stock shall be deemed to not be a refer equally to any Permitted Transfer and shall be subject to Section 7.8. Pursuant to Section 7.8, such transferring Limited Partner or such transferring Limited Partner’s legal representative shall deliver the First Refusal Notice promptly after the time when such transferee ceases to be an Affiliate of such transferring Limited Partner or such Transfer or such Permitted Transferee ceases to qualify under clause (a) of the definition herein of “Permitted Transfer”Transferee, and such transferring Limited Partner shall otherwise comply with the terms of Section 7.8 any limitations herein with respect to such Transfer; provided, that the purchase price for such Transfer for purposes number or category of Section 7.8 shares of Class A Stock which Dan xxxll have a right or obligation to sell in any calendar year shall be the Agreed Value of the Partnership Group Interests subject apply to the Transfer Dan xxx all Permitted Transferees as of the close of business on the date the transferee ceased to be an Affiliate of such transferring Limited Partner or such Transfer or such Permitted Transferee ceases to qualify under clause (a) of the definition herein of “Permitted Transfer” (such date, the “Non-Qualifying Date”). In the event the Non-Qualifying Date is not a Business Day, the Non-Qualifying Date shall be deemed to have occurred on the first Business Day following such original Non-Qualifying Date. If such transferring Limited Partner fails to comply with all the terms of Section 7.8, such Transfer shall be null and void and of no force and effect. No Non-Qualifying Transferee shall be entitled to receive any distributions from the Partnership with respect to any period on or after the Non-Qualifying Date and any distributions made in respect of the Partnership Interests with respect to any period on or after the Non-Qualifying Date and held by such Non-Qualifying Transferee shall be paid to the Limited Partner who attempted to transfer such Partnership Group Interests or otherwise to the rightful owner thereof as reasonably determined by the General Partnergroup.

Permitted Transferees. (a) Notwithstanding the provisions of Section 7.87.7, each Limited Partner shall, subject to Section 7.1(b) and Section 7.1(c), have the right to Transfer (but not to substitute the transferee as a substitute Partner in such Partner’s 's place, except in accordance with Section 7.3), by a written instrument, all or any part of a Limited Partner’s 's Partnership Group Interest or Class B Units to a Permitted Transferee. Notwithstanding the previous sentence, if the Permitted Transferee is such because it was an Affiliate of the transferring Limited Partner at the time of such Transfer or the Transfer was a Permitted Transfer under clause (a) of the definition herein of “"Permitted Transfer” " and, at any time after such Transfer, such Permitted Transferee ceases to be an Affiliate of such Limited Partner or such Transfer or such Permitted Transferee ceases to qualify under such clause (a) (a “Non"NON-Qualifying Transferee”QUALIFYING TRANSFEREE"), such Transfer shall be deemed to not be a Permitted Transfer and shall be subject to Section 7.87.7. Pursuant to Section 7.87.7, such transferring Limited Partner or such transferring Limited Partner’s 's legal representative shall deliver the First Refusal Notice promptly after the time when such transferee ceases to be an Affiliate of such transferring Limited Partner or such Transfer or such Permitted Transferee ceases to qualify under clause (a) of the definition herein of “"Permitted Transfer”", and such transferring Limited Partner shall otherwise comply with the terms of Section 7.8 7.7 with respect to such Transfer; provided, that the purchase price for such Transfer for purposes of Section 7.8 7.7 shall be an amount agreed upon by such transferring Limited Partner and the General Partner or, if such Limited Partner and the General Partner cannot agree on a price within five Business Days after delivery of the First Refusal Notice, such price shall be the Agreed Value fair market value of the Partnership Group Interests subject Interest transferred pursuant to the Transfer as of the close of business on the date the transferee ceased to be an Affiliate of such transferring Limited Partner or such Transfer or such Permitted Transferee ceases to qualify under clause (a) of the definition herein of “"Permitted Transfer” " (such date, the “Non"NON-Qualifying Date”QUALIFYING DATE"), as determined at the Partnership's expense by a nationally recognized investment banking firm mutually selected by such transferring Limited Partner and the General Partner. In If such transferring Limited Partner 18 and the event General Partner are unable, within ten days after the expiration of such five Business Day period, to mutually agree upon an investment banking firm, then each of such transferring Limited Partner and the General Partner shall choose a nationally recognized investment banking firm and the two investment banking firms so chosen shall choose a third nationally recognized investment banking firm which shall determine the fair market value of the Partnership Interest transferred pursuant to such Transfer at the Partnership's expense. The determination of fair market value shall be based on the value that a willing buyer with knowledge of all relevant facts would pay a willing seller for all the outstanding equity securities of the Partnership in connection with an auction for the Partnership as a going concern and shall not take into account any acquisitions made by the Partnership or its Affiliates or any other events subsequent to the Non-Qualifying Date is and shall not be subject to any discount for a Business Day, the Non-Qualifying Date shall be deemed to have occurred on the first Business Day following such original Non-Qualifying Datesale of a minority interest. If such transferring Limited Partner fails to comply with all the terms of Section 7.87.7, such Transfer shall be null and void and of no force and effect. No Non-Qualifying Transferee shall be entitled to receive any distributions from the Partnership with respect to any period on or after the Non-Qualifying Date and any distributions made in respect of the Partnership Interests with respect to any period on or after the Non-Qualifying Date and held by such Non-Qualifying Transferee shall be paid to the Limited Partner who attempted to transfer transferred such Partnership Group Interests or otherwise to the rightful owner thereof as reasonably reasonably, determined by the General Partner.

Permitted Transferees. (a) Notwithstanding the provisions of Section 7.8, each Limited Partner shall, subject to Section 7.1(b) and Section 7.1(c), have the right to Transfer (but not to substitute the transferee as a substitute Partner in such Partner’s place, except in accordance with Section 7.3), by a written instrument, all or any part of a Limited Partner’s Partnership Group Interest or Class B Units to a Permitted Transferee. Notwithstanding the previous sentence, if the Permitted Transferee is such because it was an Affiliate of the transferring Limited Partner at the time of such Transfer or the Transfer was a Permitted Transfer under clause (a) of Section 8.03 and subject to Section 8.07, upon 30 days prior written notice to the definition Equity Committee and subject to the policies and procedures that the Equity Committee may promulgate from time to time in its sole discretion, each Founding Limited Partner and each Employed Initial Non-Founding Limited Partner may Transfer all or a portion of the Vested Units owned by such Limited Partner to a Family Trust of such Limited Partner for estate or tax planning purposes, or as a gratuitous transfer to any Charity (any such Family Trust or Charity, in relation to such Limited Partner, being referred to herein of as such Limited Partner’s “Permitted Transfer” andTransferee”); provided, at however, that no Limited Partner may Transfer to any time after Charity during any calendar year more than the number of Vested Units that is equal to the product of (x) . 10 multiplied by (y) the remainder of (A) the number of Initial Units owned by such TransferLimited Partner as of the date of this Agreement minus (B) the number of Initial Unvested Units owned by such Limited Partner as of the date of this Agreement that have not, subsequent to the date of this Agreement, become Vested Units. Any Vested Units Transferred by a Founding Limited Partner or an Employed Initial Non-Founding Limited Partner to a Permitted Transferee of such Limited Partner pursuant to the preceding sentence shall remain subject to the same restrictions on Transfer to which such Units would be subject if such Units had not been so Transferred. Before any Permitted Transferee ceases to be an Affiliate a Permitted Transferee of the relevant Limited Partner, it shall transfer full legal and beneficial ownership of such Vested Units to the relevant Limited Partner or such Transfer or such or, subject to this Article 8, another Permitted Transferee ceases to qualify under such clause of the relevant Limited Partner. Furthermore, before any transfer of Vested Units by any Limited Partner (a) (a “Non-Qualifying Transferee”or any Permitted Transferee of any Limited Partner), the proposed transferee of such Transfer shall be deemed to not be Vested Units must enter into a Permitted Transfer written acknowledgement and shall be subject to Section 7.8. Pursuant to Section 7.8, such transferring Limited agreement with the General Partner or such transferring Limited Partner’s legal representative shall deliver and the First Refusal Notice promptly after the time when Partnership that such transferee ceases to be an Affiliate of will receive such transferring Limited Partner or such Transfer or such Permitted Transferee ceases to qualify under clause (a) of the definition herein of “Permitted Transfer”Vested Units subject to, and such transferring Limited Partner shall otherwise comply with the terms of Section 7.8 with respect to such Transfer; provided, that the purchase price for such Transfer for purposes of Section 7.8 shall transferee will be the Agreed Value of the Partnership Group Interests subject to the Transfer as of the close of business on the date the transferee ceased to be an Affiliate of such transferring Limited Partner or such Transfer or such Permitted Transferee ceases to qualify under clause (a) of the definition herein of “Permitted Transfer” (such datebound by, the “Non-Qualifying Date”). In the event the Non-Qualifying Date is not a Business Day, the Non-Qualifying Date shall be deemed to have occurred on the first Business Day following such original Non-Qualifying Date. If such transferring Limited Partner fails to comply with all the terms of Section 7.8, such Transfer shall be null and void and of no force and effect. No Non-Qualifying Transferee shall be entitled to receive any distributions from the Partnership with respect to any period on or after the Non-Qualifying Date and any distributions made transfer restrictions set forth in respect of the Partnership Interests with respect to any period on or after the Non-Qualifying Date and held by such Non-Qualifying Transferee shall be paid to the Limited Partner who attempted to transfer such Partnership Group Interests or otherwise to the rightful owner thereof as reasonably determined by the General Partnerthis Article 8.

Permitted Transferees. (a) Notwithstanding the provisions of Section 7.89.8, each Limited Partner Member shall, ----------- subject to Section 7.1(b) and Section 7.1(c9.1(b), have the right to Transfer (but not to substitute the -------------- transferee as a substitute Partner Member in such Partner’s Member's place, except in accordance with Section 7.39.3), by a written instrument, all or any part of a Limited Partner’s Partnership Group Member's ----------- Membership Interest or Class B Units to a Permitted Transferee. Notwithstanding the previous sentence, if the Permitted Transferee is such because it was an Affiliate of the transferring Limited Partner Member at the time of such Transfer or the Transfer was a Permitted Transfer under clause (a) of the definition herein of “Permitted Transfer” Transfer and, at any time after such Transfer, such Permitted Transferee ceases to be an Affiliate of such Limited Partner Member or such Transfer or such Permitted Transferee ceases to qualify under such clause (a) (a “"Non-Qualifying Transferee”"), such Transfer shall be deemed to not be a Permitted Transfer and shall be subject to Section 7.89.8. ----------- Pursuant to Section 7.89.8, such transferring Limited Partner Member, or such transferring Limited Partner’s Member's ----------- legal representative representative, shall deliver the First Refusal Notice promptly after the time when such transferee ceases to be an Affiliate of such transferring Limited Partner Member, or such Transfer or such Permitted Transferee ceases to qualify under clause (a) of the definition herein of “Permitted Transfer”, and such transferring Limited Partner Member shall otherwise comply with the terms of Section 7.8 9.8 with respect to such Transfer; ----------- provided, that the purchase price for such Transfer for purposes of Section 7.8 9.8 ----------- shall be an amount agreed upon by such transferring Member and a Majority in Interest (excluding such transferring Member's Percentage Interest) or, if such Member and such Majority in Interest cannot agree on a price within five (5) Business Days after delivery of the First Refusal Notice, such price shall be the Agreed Value fair market value of the Partnership Group Interests subject Membership Interest transferred pursuant to the Transfer as of the close of business on the date the transferee ceased to be an Affiliate of such transferring Limited Partner Member or such Transfer or such Permitted Transferee ceases to qualify under clause (a) of the definition herein of “Permitted Transfer” Transfer (such date, the “"Non-Qualifying Date”"), as determined at the Company's expense by a nationally recognized investment banking firm mutually selected by such transferring Member and a Majority in Interest (excluding such transferring Member's Percentage Interest). In If such transferring Member and such Majority in Interest are unable, within ten (10) days after the event expiration of such five (5) Business Day period, to mutually agree upon an investment banking firm, then each of such transferring Member and such Majority in Interest shall choose a nationally recognized investment banking firm and the two investment banking firms so chosen shall choose a third nationally recognized investment banking firm which shall determine the fair market value of the Membership Interest transferred pursuant to such Transfer at the Company's expense. The determination of fair market value EXECUTION COPY shall be based on the value that a willing buyer with knowledge of all relevant facts would pay a willing seller for all the outstanding equity securities of the Company in connection with an auction for the Company as a going concern and shall not take into account any acquisitions made by the Company or its Affiliates or any other events subsequent to the Non-Qualifying Date is and shall not be subject to any discount for a Business Day, the Non-Qualifying Date shall be deemed to have occurred on the first Business Day following such original Non-Qualifying Datesale of a minority interest. If such transferring Limited Partner Member fails to comply with all the terms of Section 7.89.8, such ----------- Transfer shall be null and void and of no force and effect. No Non-Qualifying Transferee shall be entitled to receive any distributions from the Partnership with respect to any period Company on or after the Non-Qualifying Date and any distributions made in respect of the Partnership Membership Interests with respect to any period on or after the Non-Qualifying Date and held by such Non-Non- Qualifying Transferee Members shall be paid to the Limited Partner Member who attempted to transfer transferred such Partnership Group Interests Membership Interest or otherwise to the rightful owner thereof as reasonably determined by the General PartnerBoard.

Permitted Transferees. (a) Notwithstanding the provisions of Section 7.8, each Limited Partner shall, subject Subject to Section 7.1(b) and Section 7.1(c)9.4 but notwithstanding any other provision of this Agreement, have the right Ken xxxll be permitted to Transfer (but not to substitute the transferee as a substitute Partner in such Partner’s placesell, except in accordance with Section 7.3), by a written instrument, give or bequeath all or any part portion of a Limited Partner’s Partnership Group Interest the Restricted Shares or Class B Units interest therein, or pass such Restricted Shares or interest by means of intestate succession or otherwise, either outright or in trust, to a Permitted Transferee, provided that such transfer shall be implemented in a manner acceptable to legal counsel for the Company. Notwithstanding In case of any such transfer by Ken, xxch Permitted Transferee shall receive and hold the previous sentencetransferred Restricted Shares subject to all the terms and conditions of this Agreement, if and there shall be no further transfer of such Restricted Shares except by such Permitted Transferee to another Permitted Transferee in accordance with the terms of this Agreement. Before Ken xxxnsfers any Restricted Shares to a Permitted Transferee, and before any Permitted Transferee transfers any Restricted Shares to another Permitted Transferee, Ken xx the transferring Permitted Transferee, as the case may be, shall give the Company written notice of such intended transfer. Any Permitted Transferee shall, to the extent of the Restricted Shares transferred, succeed to all the rights and obligations of the transferor under this Agreement and shall become bound by all the terms and conditions hereof; provided that, as a condition precedent to a Permitted Transferee's exercising any rights under this Agreement and to the Company's obligation to change its records to reflect the record ownership of such Restricted Shares in the name of such Permitted Transferee, the Permitted Transferee is shall execute such because it was an Affiliate 36 37 documents and instruments as may reasonably be required by legal counsel to the Company. Unless otherwise expressly provided in this Agreement, any reference herein to a right or obligation of the transferring Limited Partner at the time Ken xx sell or receive payment for any shares of such Transfer or the Transfer was a Permitted Transfer under clause (a) of the definition herein of “Permitted Transfer” and, at any time after such Transfer, such Permitted Transferee ceases to be an Affiliate of such Limited Partner or such Transfer or such Permitted Transferee ceases to qualify under such clause (a) (a “Non-Qualifying Transferee”), such Transfer Class A Stock shall be deemed to not be a refer equally to any Permitted Transfer and shall be subject to Section 7.8. Pursuant to Section 7.8, such transferring Limited Partner or such transferring Limited Partner’s legal representative shall deliver the First Refusal Notice promptly after the time when such transferee ceases to be an Affiliate of such transferring Limited Partner or such Transfer or such Permitted Transferee ceases to qualify under clause (a) of the definition herein of “Permitted Transfer”Transferee, and such transferring Limited Partner shall otherwise comply with the terms of Section 7.8 any limitations herein with respect to such Transfer; provided, that the purchase price for such Transfer for purposes number or category of Section 7.8 shares of Class A Stock which Ken xxxll have a right or obligation to sell in any calendar year shall be the Agreed Value of the Partnership Group Interests subject apply to the Transfer Ken xxx all Permitted Transferees as of the close of business on the date the transferee ceased to be an Affiliate of such transferring Limited Partner or such Transfer or such Permitted Transferee ceases to qualify under clause (a) of the definition herein of “Permitted Transfer” (such date, the “Non-Qualifying Date”). In the event the Non-Qualifying Date is not a Business Day, the Non-Qualifying Date shall be deemed to have occurred on the first Business Day following such original Non-Qualifying Date. If such transferring Limited Partner fails to comply with all the terms of Section 7.8, such Transfer shall be null and void and of no force and effect. No Non-Qualifying Transferee shall be entitled to receive any distributions from the Partnership with respect to any period on or after the Non-Qualifying Date and any distributions made in respect of the Partnership Interests with respect to any period on or after the Non-Qualifying Date and held by such Non-Qualifying Transferee shall be paid to the Limited Partner who attempted to transfer such Partnership Group Interests or otherwise to the rightful owner thereof as reasonably determined by the General Partnergroup.

Permitted Transferees. (a) Notwithstanding the provisions of Section 7.8, each Limited Partner shall, subject Subject to Section 7.1(b) and Section 7.1(c)12.4 but notwithstanding any other provision of this Agreement, have the right Michxxx xxxll be permitted to Transfer (but not to substitute the transferee as a substitute Partner in such Partner’s placesell, except in accordance with Section 7.3), by a written instrument, give or bequeath all or any part portion of a Limited Partner’s Partnership Group Interest the Option Shares or Class B Units interest therein, or pass such Option Shares or interest by means of intestate succession or otherwise, either outright or in trust, to a Permitted Transferee, provided that such transfer shall be implemented in a manner acceptable to legal counsel for the Company. Notwithstanding In case of any such transfer by Michxxx, xxch Permitted Transferee shall receive and hold the previous sentencetransferred Option Shares subject to all the terms and conditions of this Agreement, if and there shall be no further transfer of such Option Shares except by such Permitted Transferee to another Permitted Transferee in accordance with the terms of this Agreement. Before Michxxx xxxnsfers any Option Shares to a Permitted Transferee, and before any Permitted Transferee transfers any Option Shares to another Permitted Transferee, Michxxx xx the transferring Permitted Transferee, as the case may be, shall give the Company written notice of such intended transfer. Any Permitted Transferee shall, to the extent of the Option Shares transferred, succeed to all the rights and obligations of the transferor under this Agreement and shall become bound by all the terms and conditions hereof; provided that, as a condition precedent to a Permitted Transferee's exercising any rights under this Agreement and to the Company's obligation to change its records to reflect the record ownership of such 52 57 Option Shares in the name of such Permitted Transferee, the Permitted Transferee is shall execute such because it was an Affiliate documents and instruments as may reasonably be required by legal counsel to the Company. Unless otherwise expressly provided in this Agreement, any reference herein to a right or obligation of the transferring Limited Partner at the time Michxxx xx sell or receive payment for any shares of such Transfer or the Transfer was a Permitted Transfer under clause (a) of the definition herein of “Permitted Transfer” and, at any time after such Transfer, such Permitted Transferee ceases to be an Affiliate of such Limited Partner or such Transfer or such Permitted Transferee ceases to qualify under such clause (a) (a “Non-Qualifying Transferee”), such Transfer Class A Stock shall be deemed to not be a refer equally to any Permitted Transfer and shall be subject to Section 7.8. Pursuant to Section 7.8, such transferring Limited Partner or such transferring Limited Partner’s legal representative shall deliver the First Refusal Notice promptly after the time when such transferee ceases to be an Affiliate of such transferring Limited Partner or such Transfer or such Permitted Transferee ceases to qualify under clause (a) of the definition herein of “Permitted Transfer”Transferee, and such transferring Limited Partner shall otherwise comply with the terms of Section 7.8 any limitations herein with respect to such Transfer; provided, that the purchase price for such Transfer for purposes number or category of Section 7.8 shares of Class A Stock which Michxxx xxxll have a right or obligation to sell in any calendar year shall be the Agreed Value of the Partnership Group Interests subject apply to the Transfer Michxxx xxx all Permitted Transferees as of the close of business on the date the transferee ceased to be an Affiliate of such transferring Limited Partner or such Transfer or such Permitted Transferee ceases to qualify under clause (a) of the definition herein of “Permitted Transfer” (such date, the “Non-Qualifying Date”). In the event the Non-Qualifying Date is not a Business Day, the Non-Qualifying Date shall be deemed to have occurred on the first Business Day following such original Non-Qualifying Date. If such transferring Limited Partner fails to comply with all the terms of Section 7.8, such Transfer shall be null and void and of no force and effect. No Non-Qualifying Transferee shall be entitled to receive any distributions from the Partnership with respect to any period on or after the Non-Qualifying Date and any distributions made in respect of the Partnership Interests with respect to any period on or after the Non-Qualifying Date and held by such Non-Qualifying Transferee shall be paid to the Limited Partner who attempted to transfer such Partnership Group Interests or otherwise to the rightful owner thereof as reasonably determined by the General Partnergroup.

Permitted Transferees. Each of the Stockholders and the Company hereby agrees that any Person who after the date of this Agreement is Transferred shares of Common Stock and/or Preferred Stock by any Stockholder (aother than in connection with a public offering of such securities) Notwithstanding the provisions and who is a Permitted Transferee of such Stockholder or acquired such shares pursuant to Section 7.82.1(a)(ii)(A) or 2.1(a)(iii)(B), each Limited Partner shall, subject to Section 7.1(b) and Section 7.1(c), have the right to Transfer (but not to substitute the transferee as a substitute Partner condition precedent to the Transfer of such shares to such Person, (i) become a party to this Agreement by executing a Joinder in the form of Exhibit B attached hereto and (ii) if such Partner’s place, except in accordance with Section 7.3), by Person is an individual and a written instrument, all or any part resident of a Limited Partner’s Partnership Group Interest state with a community or Class B Units marital property system, (A) cause his or her spouse to execute a Permitted Transferee. Notwithstanding Spousal Waiver in the previous sentenceform of Exhibit A attached hereto and (B) deliver such Joinder and Spousal Waiver, if applicable, to the Permitted Transferee Company at its address specified in Section 5.1 hereof. Upon such execution and delivery, such Person shall be a Stockholder for all purposes of this Agreement, with the rights and obligations of (1) a CVC Stockholder hereunder, if such Person is such because it was an Affiliate of the transferring Limited Partner at the time of a CVC Stockholder (in which case such Transfer or the Transfer was Person shall be deemed to be a Permitted Transfer under clause (a) CVC Stockholder for all purposes of the definition herein Agreement), (2) OTPP hereunder, if such Person is an Affiliate of “Permitted Transfer” andOTPP (in which case such Person shall be deemed to be OTPP for all purposes of the Agreement) and (3) an Other Stockholder hereunder, at if such Person is not an Affiliate of a CVC Stockholder or OTPP (in which case such Person shall be deemed to be an Other Stockholder for all purposes of this Agreement), provided, that notwithstanding the assignment hereunder of any time after rights to an Affiliate of CVC or OTPP, the parties hereto are entitled for purposes of this Agreement to deal exclusively with CVC or OTPP, as the case may be, and provided, further, that the assignment hereunder of any rights to an Affiliate of any Stockholder shall be void and of no effect as of the date such Transfer, such Permitted Transferee Person ceases to be an Affiliate of such Limited Partner or such Transfer or such Permitted Transferee ceases to qualify under such clause (a) (a “Non-Qualifying Transferee”), such Transfer shall be deemed to not be a Permitted Transfer Stockholder. It is understood and shall be subject to Section 7.8. Pursuant to Section 7.8, such transferring Limited Partner or such transferring Limited Partner’s legal representative shall deliver the First Refusal Notice promptly after the time when such transferee ceases to be an Affiliate of such transferring Limited Partner or such Transfer or such Permitted Transferee ceases to qualify under clause (a) of the definition herein of “Permitted Transfer”, and such transferring Limited Partner shall otherwise comply with the terms of Section 7.8 with respect to such Transfer; provided, agreed that the purchase price for director designation rights of CVC and OTPP under Section 1.1 may be apportioned among such Transfer for purposes of Section 7.8 Stockholder and its Affiliate transferees, but in no event shall be the Agreed Value of the Partnership Group Interests subject to the Transfer as of the close of business on the date the transferee ceased to be an Affiliate of such transferring Limited Partner or such Transfer or such Permitted Transferee ceases to qualify under clause (a) of the definition herein of “Permitted Transfer” (such date, the “Non-Qualifying Date”). In the event the Non-Qualifying Date is not a Business Day, the Non-Qualifying Date shall be deemed to have occurred on the first Business Day following such original Non-Qualifying Date. If such transferring Limited Partner fails to comply Stockholder together with all the terms of Section 7.8, such Transfer shall be null and void and of no force and effect. No Non-Qualifying Transferee shall its Affiliates be entitled to receive any distributions from designate more directors than the Partnership with respect to any period on or after the Non-Qualifying Date and any distributions made in respect of the Partnership Interests with respect to any period on or after the Non-Qualifying Date and held by number permitted such Non-Qualifying Transferee shall be paid to the Limited Partner who attempted to transfer such Partnership Group Interests or otherwise to the rightful owner thereof as reasonably determined by the General PartnerStockholder under Section 1.1.

Permitted Transferees. (a) Notwithstanding the provisions of Section 7.89.8, each Limited Partner Member shall, subject to Section 7.1(b) and Section 7.1(c9.1(b), have the right to Transfer (but not to substitute the transferee as a substitute Partner Member in such Partner’s Member's place, except in accordance with Section 7.39.3), by a written instrument, all or any part of a Limited Partner’s Partnership Group Member's Membership Interest or Class B Units to a Permitted Transferee. Notwithstanding the previous sentence, if the Permitted Transferee is such because it was an Affiliate of the transferring Limited Partner Member at the time of such Transfer or the Transfer was a Permitted Transfer under clause (a) of the definition herein of “Permitted Transfer” Transfer and, at any time after such Transfer, such Permitted Transferee ceases to be an Affiliate of such Limited Partner Member or such Transfer or such Permitted Transferee ceases to qualify under such clause (a) (a “Non"NON-Qualifying Transferee”QUALIFYING TRANSFEREE"), such Transfer shall be deemed to not be a Permitted Transfer and shall be subject to Section 7.89.8. Pursuant to Section 7.89.8, such transferring Limited Partner Member, or such transferring Limited Partner’s Member's legal representative representative, shall deliver the First Refusal Notice promptly after the time when such transferee ceases to be an Affiliate of such transferring Limited Partner Member, or such Transfer or such Permitted Transferee ceases to qualify under clause (a) of the definition herein of “Permitted Transfer”, and such transferring Limited Partner Member shall otherwise comply with the terms of Section 7.8 9.8 with respect to such Transfer; provided, that the purchase price for such Transfer for purposes of Section 7.8 9.8 shall be an amount agreed upon by such transferring Member and a Majority in Interest (excluding such transferring Member's Percentage Interest) or, if such Member and such Majority in Interest cannot agree on a price within five (5) Business Days after delivery of the First Refusal Notice, such price shall be the Agreed Value fair market value of the Partnership Group Interests subject Membership Interest transferred pursuant to the Transfer as of the close of business on the date the transferee ceased to be an Affiliate of such transferring Limited Partner Member or such Transfer or such Permitted Transferee ceases to qualify under clause (a) of the definition herein of “Permitted Transfer” Transfer (such date, the “"Non-Qualifying Date”"), as determined at the Company's expense by a nationally recognized investment banking firm mutually selected by such transferring Member and a Majority in Interest (excluding such transferring Member's Percentage Interest). In If such transferring Member and such Majority in Interest are unable, within ten (10) days after the event expiration of such five (5) Business Day period, to mutually agree upon an investment banking firm, then each of such transferring Member and such Majority in Interest shall choose a nationally recognized investment banking firm and the two investment banking firms so chosen shall choose a third nationally recognized investment banking firm which shall determine the fair market value of the Membership Interest transferred pursuant to such Transfer at the Company's expense. The determination of fair market value EXECUTION COPY shall be based on the value that a willing buyer with knowledge of all relevant facts would pay a willing seller for all the outstanding equity securities of the Company in connection with an auction for the Company as a going concern and shall not take into account any acquisitions made by the Company or its Affiliates or any other events subsequent to the Non-Qualifying Date is and shall not be subject to any discount for a Business Day, the Non-Qualifying Date shall be deemed to have occurred on the first Business Day following such original Non-Qualifying Datesale of a minority interest. If such transferring Limited Partner Member fails to comply with all the terms of Section 7.89.8, such Transfer shall be null and void and of no force and effect. No Non-Qualifying Transferee shall be entitled to receive any distributions from the Partnership with respect to any period Company on or after the Non-Qualifying Date and any distributions made in respect of the Partnership Membership Interests with respect to any period on or after the Non-Qualifying Date and held by such Non-Non- Qualifying Transferee Members shall be paid to the Limited Partner Member who attempted to transfer transferred such Partnership Group Interests Membership Interest or otherwise to the rightful owner thereof as reasonably determined by the General PartnerBoard.

Permitted Transferees. This Agreement may be assigned in whole or in part by the Investor or its Permitted Transferee (aupon notice to each other party to this Agreement) Notwithstanding to any transferee of a Note pursuant to the provisions terms of Section 7.8the Note Purchase Agreement and the Note; and, each Limited Partner shallupon the transferee executing an instrument in writing agreeing to be bound by this Agreement, the transferee will be entitled to its benefit and be bound by all of its terms as if it were an original signatory hereto, except that a transferee of Registrable Securities who becomes entitled to the benefit of this Agreement shall be subject to Section 7.1(b) and Section 7.1(c), have such restrictions on its rights hereunder as may be stipulated in writing by the right transferor of such Registrable Securities. A copy of any such restrictions shall be provided to Transfer (but the Company. This Agreement may not be assigned by any other party to substitute this Agreement without the transferee as a substitute Partner in written consent of the Holder unless such Partner’s place, except in accordance with Section 7.3), by a written instrument, all or any part of a Limited Partner’s Partnership Group Interest or Class B Units assignment is to a Permitted Transferee. Notwithstanding ; provided, however, that (x) the previous sentenceCompany is, if the Permitted Transferee is such because it was an Affiliate of the transferring Limited Partner at the time of such Transfer or the Transfer was within a Permitted Transfer under clause (a) of the definition herein of “Permitted Transfer” and, at any reasonable time after such Transfertransfer, furnished with written notice of the name and address of such Permitted Transferee ceases and the Registrable Securities with respect to be an Affiliate of which such Limited Partner or such Transfer or rights are being transferred; and (y) such Permitted Transferee ceases agrees in a written instrument delivered to qualify under such clause (a) (a “Non-Qualifying Transferee”), such Transfer shall be deemed to not be a Permitted Transfer and shall be subject to Section 7.8. Pursuant to Section 7.8, such transferring Limited Partner or such transferring Limited Partner’s legal representative shall deliver the First Refusal Notice promptly after the time when such transferee ceases Company to be an Affiliate of such transferring Limited Partner or such Transfer or such Permitted Transferee ceases to qualify under clause (a) of the definition herein of “Permitted Transfer”, bound by and such transferring Limited Partner shall otherwise comply with the terms of Section 7.8 with respect to such Transfer; provided, that the purchase price for such Transfer for purposes of Section 7.8 shall be the Agreed Value of the Partnership Group Interests subject to the Transfer as terms and conditions of this Agreement. For the purposes of determining the number of Registrable Securities held by a transferee, the holdings of a Holder of such transferee shall be aggregated together and with those of the close transferee; provided further that all transferees who would not qualify individually for assignment of business on rights shall have a single attorney-in-fact for the date purpose of exercising any rights, receiving notices, or taking any action under this Agreement. The terms and conditions of this Agreement inure to the transferee ceased to be an Affiliate benefit of such transferring Limited Partner or such Transfer or such Permitted Transferee ceases to qualify under clause (a) and are binding upon the respective successors and permitted assignees of the definition herein parties. Nothing in this Agreement, express or implied, is intended to confer upon any party other than the parties hereto or their respective successors and permitted assignees any rights, remedies, obligations or liabilities under or by reason of “Permitted Transfer” (such datethis Agreement, the “Non-Qualifying Date”). In the event the Non-Qualifying Date is not a Business Day, the Non-Qualifying Date shall be deemed to have occurred on the first Business Day following such original Non-Qualifying Date. If such transferring Limited Partner fails to comply with all the terms of Section 7.8, such Transfer shall be null and void and of no force and effect. No Non-Qualifying Transferee shall be entitled to receive any distributions from the Partnership with respect to any period on or after the Non-Qualifying Date and any distributions made in respect of the Partnership Interests with respect to any period on or after the Non-Qualifying Date and held by such Non-Qualifying Transferee shall be paid to the Limited Partner who attempted to transfer such Partnership Group Interests or otherwise to the rightful owner thereof except as reasonably determined by the General Partnerexpressly provided herein.

Permitted Transferees. (a) Notwithstanding the provisions of Section 7.8, each Limited Partner shall, subject to Section 7.1(b) and Section 7.1(c), have the right to Transfer (but not to substitute the transferee as a substitute Partner in such Partner’s place, except in accordance with Section 7.3), by a written instrument, all or any part of a Limited Partner’s Partnership Group Interest or Class B Units to a Permitted Transferee. Notwithstanding the previous sentence, if the Permitted Transferee is such because it was an Affiliate of the transferring Limited Partner at the time of such Transfer or the Transfer was a Permitted Transfer under clause (a) of the definition herein of “Permitted Transfer” and, at any time after such Transfer, such Permitted Transferee ceases to be an Affiliate of such Limited Partner or such Transfer or such Permitted Transferee ceases to qualify under such clause (a) (a “Non-Qualifying Transferee”), such Transfer shall be deemed to not be a Permitted Transfer and shall be subject to Section 7.8. Pursuant to Section 7.8, such transferring Limited Partner or such transferring Limited Partner’s legal representative shall deliver the First Refusal Notice promptly after the time when such transferee ceases to be an Affiliate of such transferring Limited Partner or such Transfer or such Permitted Transferee ceases to qualify under clause (a) of the definition herein of “Permitted Transfer”, and such transferring Limited Partner shall otherwise comply with the terms of Section 7.8 with respect to such Transfer; provided, that the purchase price for such Transfer for purposes of Section 7.8 shall be the Agreed Value of the Partnership Group Interests subject to the Transfer as of the close of business on the date the transferee ceased to be an Affiliate of such transferring Limited Partner or such Transfer or such Permitted Transferee ceases to qualify under clause (a) of the definition herein of “Permitted Transfer” (such date, the “Non-Qualifying Date”). In the event the Non-Qualifying Date is not a Business Day, the Non-Qualifying Date shall be deemed to have occurred on the first Business Day following such original Non-Qualifying Date. If such transferring Limited Partner fails to comply with all the terms of Section 7.8, such Transfer shall be null and void and of no force and effect. No Non-Qualifying Transferee shall be entitled to receive any distributions from the Partnership with respect to any period on or after the Non-Qualifying Date and any distributions made in respect of the Partnership Interests with respect to any period on or after the Non-Qualifying Date and held by such Non-Qualifying Transferee shall be paid to the Limited Partner who attempted to transfer such Partnership Group Interests or otherwise to the rightful owner thereof as reasonably reasonably, determined by the General Partner.

Permitted Transferees. This Agreement may be assigned in whole or in part by the Investor or its Permitted Transferee (aupon notice to each other party to this Agreement) Notwithstanding to any transferee of Registrable Securities (and such securities remain Registrable Securities); and, upon the provisions transferee executing an instrument in writing agreeing to be bound by this Agreement, the transferee will be entitled to its benefit and be bound by all of Section 7.8its terms as if it were an original signatory hereto, each Limited Partner shall, except that a transferee of Registrable Securities who becomes entitled to the benefit of this Agreement shall be subject to Section 7.1(b) and Section 7.1(c), have such restrictions on its rights hereunder as may be stipulated in writing by the right transferor of such Registrable Securities. A copy of any such restrictions shall be provided to Transfer (but the Company. This Agreement may not be assigned by any other party to substitute this Agreement without the transferee as a substitute Partner in written consent of the Holders unless such Partner’s place, except in accordance with Section 7.3), by a written instrument, all or any part of a Limited Partner’s Partnership Group Interest or Class B Units assignment is to a Permitted Transferee. Notwithstanding ; provided, however, that (x) the previous sentenceCompany is, if the Permitted Transferee is such because it was an Affiliate of the transferring Limited Partner at the time of such Transfer or the Transfer was within a Permitted Transfer under clause (a) of the definition herein of “Permitted Transfer” and, at any reasonable time after such Transfertransfer, furnished with written notice of the name and address of such Permitted Transferee ceases and the Registrable Securities with respect to be an Affiliate of which such Limited Partner or such Transfer or rights are being transferred; and (y) such Permitted Transferee ceases agrees in a written instrument delivered to qualify under such clause (a) (a “Non-Qualifying Transferee”), such Transfer shall be deemed to not be a Permitted Transfer and shall be subject to Section 7.8. Pursuant to Section 7.8, such transferring Limited Partner or such transferring Limited Partner’s legal representative shall deliver the First Refusal Notice promptly after the time when such transferee ceases Company to be an Affiliate of such transferring Limited Partner or such Transfer or such Permitted Transferee ceases to qualify under clause (a) of the definition herein of “Permitted Transfer”, bound by and such transferring Limited Partner shall otherwise comply with the terms of Section 7.8 with respect to such Transfer; provided, that the purchase price for such Transfer for purposes of Section 7.8 shall be the Agreed Value of the Partnership Group Interests subject to the Transfer as terms and conditions of this Agreement. For the purposes of determining the number of Registrable Securities held by a transferee, the holdings of a Holder of such transferee shall be aggregated together and with those of the close transferee; provided further that all transferees who would not qualify individually for assignment of business on rights shall have a single attorney-in-fact for the date purpose of exercising any rights, receiving notices, or taking any action under this Agreement. The terms and conditions of this Agreement inure to the transferee ceased to be an Affiliate benefit of such transferring Limited Partner or such Transfer or such Permitted Transferee ceases to qualify under clause (a) and are binding upon the respective successors and permitted assignees of the definition herein parties. Nothing in this Agreement, express or implied, is intended to confer upon any party other than the parties hereto or their respective successors and permitted assignees any rights, remedies, obligations or liabilities under or by reason of “Permitted Transfer” (such datethis Agreement, the “Non-Qualifying Date”). In the event the Non-Qualifying Date is not a Business Day, the Non-Qualifying Date shall be deemed to have occurred on the first Business Day following such original Non-Qualifying Date. If such transferring Limited Partner fails to comply with all the terms of Section 7.8, such Transfer shall be null and void and of no force and effect. No Non-Qualifying Transferee shall be entitled to receive any distributions from the Partnership with respect to any period on or after the Non-Qualifying Date and any distributions made in respect of the Partnership Interests with respect to any period on or after the Non-Qualifying Date and held by such Non-Qualifying Transferee shall be paid to the Limited Partner who attempted to transfer such Partnership Group Interests or otherwise to the rightful owner thereof except as reasonably determined by the General Partnerexpressly provided herein.

Permitted Transferees. (a) Notwithstanding the provisions of Section 7.8, each Limited Partner ----------- shall, subject to Section 7.1(b) and Section 7.1(c), have the right to Transfer (but not to -------------- substitute the transferee as a substitute Partner in such Partner’s 's place, except in accordance with Section 7.3), by a written instrument, all or any part ----------- of a Limited Partner’s 's Partnership Group Interest or Class B Units to a Permitted Transferee. Notwithstanding the previous sentence, if the Permitted Transferee is such because it was an Affiliate of the transferring Limited Partner at the time of such Transfer or the Transfer was a Permitted Transfer under clause (a) of the definition herein of “"Permitted Transfer” " and, at any time after such Transfer, such Permitted Transferee ceases to be an Affiliate of such Limited Partner or such Transfer or such Permitted Transferee ceases to qualify under such clause (a) (a “"Non-Qualifying Transferee”"), such Transfer shall be deemed to not be a Permitted Transfer and shall be subject to Section 7.8. Pursuant to Section 7.8, ----------- ----------- such transferring Limited Partner or such transferring Limited Partner’s 's legal representative shall deliver the First Refusal Notice promptly after the time when such transferee ceases to be an Affiliate of such transferring Limited Partner or such Transfer or such Permitted Transferee ceases to qualify under clause (a) of the definition herein of “"Permitted Transfer”", and such transferring Limited Partner shall otherwise comply with the terms of Section ------- 7.8 with respect to such Transfer; provided, that the purchase price for such --- Transfer for purposes of Section 7.8 shall be an amount agreed upon by such ----------- transferring Limited Partner and the Agreed Value General Partner or, if such Limited Partner and the General Partner cannot agree on a price within five (5) Business Days after delivery of the First Refusal Notice, such price shall be the fair market value of the Partnership Group Interests subject Interest transferred pursuant to the Transfer as of the close of business on the date the transferee ceased to be an Affiliate of such transferring Limited Partner or such Transfer or such Permitted Transferee ceases to qualify under clause (a) of the definition herein of “"Permitted Transfer” " (such date, the “"Non-Qualifying Date”"), as determined at the Partnership's expense by a nationally recognized investment banking firm mutually selected by such transferring Limited Partner and the General Partner. In If such transferring Limited Partner and the event General Partner are unable, within ten (10) days after the Non-expiration of such five (5) Business Day period, to mutually agree upon an investment banking firm, then each of such transferring Limited Partner and the General Partner shall choose a nationally recognized investment banking firm and the two investment banking firms so chosen EXECUTION COPY shall choose a third nationally recognized investment banking firm which shall determine the fair market value of the Partnership Interest transferred pursuant to such Transfer at the Partnership's expense. The determination of fair market value shall be based on the value that a willing buyer with knowledge of all relevant facts would pay a willing seller for all the outstanding equity securities of the Partnership in connection with an auction for the Partnership as a going concern and shall not take into account any acquisitions made by the Partnership or its Affiliates or any other events subsequent to the Non- Qualifying Date is and shall not be subject to any discount for a Business Day, the Non-Qualifying Date shall be deemed to have occurred on the first Business Day following such original Non-Qualifying Datesale of a minority interest. If such transferring Limited Partner fails to comply with all the terms of Section 7.8, such Transfer shall be null and void and of no force ----------- and effect. No Non-Qualifying Transferee shall be entitled to receive any distributions from the Partnership with respect to any period on or after the Non-Qualifying Date and any distributions made in respect of the Partnership Interests with respect to any period on or after the Non-Non- Qualifying Date and held by such Non-Qualifying Transferee shall be paid to the Limited Partner who attempted to transfer transferred such Partnership Group Interests or otherwise to the rightful owner thereof as reasonably reasonably, determined by the General Partner.

Permitted Transferees. (a) Notwithstanding the provisions of Section 7.8, each Limited Partner shall, subject to Section 7.1(b) and Section 7.1(c), have the right to Transfer (but not to substitute the transferee as a substitute Partner in such Partner’s place, except in accordance with Section 7.3), by a written instrument, all or any part of a Limited Partner’s Partnership Group Interest or Class B Units to a Permitted Transferee. Notwithstanding the previous sentence, if the Permitted Transferee is such because it was an Affiliate of the transferring Limited Partner at the time of such Transfer or the Transfer was a Permitted Transfer under clause (a) of Section 8.03 and subject to Section 8.07, upon 30 days prior written notice to the definition Equity Committee and subject to the policies and procedures that the Equity Committee may promulgate from time to time in its sole discretion, each Founding Limited Partner and each Employed Initial Non-Founding Limited Partner may Transfer all or a portion of the Vested Units owned by such Limited Partner to a Family Trust of such Limited Partner for estate or tax planning purposes, or as a gratuitous transfer to any Charity (any such Family Trust or Charity, in relation to such Limited Partner, being referred to herein of as such Limited Partner’s “Permitted Transfer” andTransferee”); provided, at however, that no Limited Partner may Transfer to any time after Charity during any calendar year more than the number of Vested Units that is equal to the product of (x) .10 multiplied by (y) the remainder of (A) the number of Initial Units owned by such TransferLimited Partner as of the date of this Agreement minus (B) the number of Initial Unvested Units owned by such Limited Partner as of the date of this Agreement that have not, subsequent to the date of this Agreement, become Vested Units. Any Vested Units Transferred by a Founding Limited Partner or an Employed Initial Non-Founding Limited Partner to a Permitted Transferee of such Limited Partner pursuant to the preceding sentence shall remain subject to the same restrictions on Transfer to which such Units would be subject if such Units had not been so Transferred. Before any Permitted Transferee ceases to be an Affiliate a Permitted Transferee of the relevant Limited Partner, it shall transfer full legal and beneficial ownership of such Vested Units to the relevant Limited Partner or such Transfer or such or, subject to this Article 8, another Permitted Transferee ceases to qualify under such clause of the relevant Limited Partner. Furthermore, before any transfer of Vested Units by any Limited Partner (a) (a “Non-Qualifying Transferee”or any Permitted Transferee of any Limited Partner), the proposed transferee of such Transfer shall be deemed to not be Vested Units must enter into a Permitted Transfer written acknowledgement and shall be subject to Section 7.8. Pursuant to Section 7.8, such transferring Limited agreement with the General Partner or such transferring Limited Partner’s legal representative shall deliver and the First Refusal Notice promptly after the time when Partnership that such transferee ceases to be an Affiliate of will receive such transferring Limited Partner or such Transfer or such Permitted Transferee ceases to qualify under clause (a) of the definition herein of “Permitted Transfer”Vested Units subject to, and such transferring Limited Partner shall otherwise comply with the terms of Section 7.8 with respect to such Transfer; provided, that the purchase price for such Transfer for purposes of Section 7.8 shall transferee will be the Agreed Value of the Partnership Group Interests subject to the Transfer as of the close of business on the date the transferee ceased to be an Affiliate of such transferring Limited Partner or such Transfer or such Permitted Transferee ceases to qualify under clause (a) of the definition herein of “Permitted Transfer” (such datebound by, the “Non-Qualifying Date”). In the event the Non-Qualifying Date is not a Business Day, the Non-Qualifying Date shall be deemed to have occurred on the first Business Day following such original Non-Qualifying Date. If such transferring Limited Partner fails to comply with all the terms of Section 7.8, such Transfer shall be null and void and of no force and effect. No Non-Qualifying Transferee shall be entitled to receive any distributions from the Partnership with respect to any period on or after the Non-Qualifying Date and any distributions made transfer restrictions set forth in respect of the Partnership Interests with respect to any period on or after the Non-Qualifying Date and held by such Non-Qualifying Transferee shall be paid to the Limited Partner who attempted to transfer such Partnership Group Interests or otherwise to the rightful owner thereof as reasonably determined by the General Partnerthis Article 8.

Permitted Transferees. Subject to the terms of this Agreement, any --------------------- Permitted Transferee of a Stockholder (a) Notwithstanding including, in the provisions case of Section 7.8Council Tree, each Limited Partner shallBastion, subject to Section 7.1(b) BCF, VII and Section 7.1(c), have the right to Transfer (but not to substitute the transferee as a substitute Partner in such Partner’s place, except in accordance with Section 7.3)Bron Trust, by a written instrument, all or way of any part Transfer of a Limited Partner’s Partnership Group Interest or Class B Units to a Permitted Transferee. Notwithstanding the previous sentence, if the Permitted Transferee is such because it was an Affiliate of the transferring Limited Partner at the time of such Transfer or the Transfer was a Permitted Transfer under clause (ainterest in Station Partners) of the definition herein of “Permitted Transfer” and, at any time after such Transfer, such Permitted Transferee ceases to be an Affiliate of such Limited Partner or such Transfer or such Permitted Transferee ceases to qualify under such clause (a) (a “Non-Qualifying Transferee”), such Transfer shall be deemed to not be a Permitted Transfer and shall be subject to Section 7.8. Pursuant to Section 7.8, such transferring Limited Partner or such transferring Limited Partner’s legal representative shall deliver the First Refusal Notice promptly after the time when such transferee ceases to be an Affiliate terms and conditions of such transferring Limited Partner or such Transfer or this Agreement as if such Permitted Transferee ceases were SPE (in the case where SPE or a Permitted Transferee of SPE is the Transferor), Liberty (in the case where Liberty or a Permitted Transferee of Liberty is the Transferor), Station Partners (in the case where Station Partners or a Permitted Transferee of Station Partners is the Transferor), Council Tree (in the case where Council Tree or a Permitted - Transferee of Council Tree is the Transferor), BV Capital (in the case where BV Capital or a Permitted Transferee of BV Capital is the Transferor), TLMD or VII or Bron Trust or Bastion or BCF (in the case where TLMD or VII or Bron Trust or Bastion or BCF or a Permitted Transferee of TLMD or VII or Bron Trust or Bastion or BCF is the Transferor). Prior to qualify the initial acquisition of beneficial ownership of any Company Stock by any Permitted Transferee (including, without limitation, by way of any Transfer of an interest in Station Partners) and as a condition thereto, each Stockholder, Council Tree, Bastion, BCF, VII and Bron Trust, as the case may be, agrees to cause its respective Permitted Transferees to agree in writing with the other Parties hereto to be bound by the terms and conditions of this Agreement to the extent described in the preceding sentence. A Permitted Transfer shall not release any Stockholder, Council Tree, Bastion, BCF, VII or Bron Trust from any liability that such Person may have to the other Parties to this Agreement prior to the date of such Transfer, but shall release the Transferor from all future obligations accruing under clause (a) this Agreement after the date of Transfer provided the Permitted Transferee assumed all such obligations of the definition herein of “Permitted Transfer”, and such transferring Limited Partner shall otherwise comply with the terms of Section 7.8 with respect to such Transfer; provided, that the purchase price for such Transfer for purposes of Section 7.8 shall be the Agreed Value of the Partnership Group Interests subject to the Transfer as of the close of business on the date the transferee ceased to be an Affiliate of such transferring Limited Partner or such Transfer or such Permitted Transferee ceases to qualify under clause (a) of the definition herein of “Permitted Transfer” (such date, the “Non-Qualifying Date”). In the event the Non-Qualifying Date is not a Business Day, the Non-Qualifying Date shall be deemed to have occurred on the first Business Day following such original Non-Qualifying Date. If such transferring Limited Partner fails to comply with all the terms of Section 7.8, such Transfer shall be null and void and of no force and effect. No Non-Qualifying Transferee shall be entitled to receive any distributions from the Partnership with respect to any period on or after the Non-Qualifying Date and any distributions made in respect of the Partnership Interests with respect to any period on or after the Non-Qualifying Date and held by such Non-Qualifying Transferee shall be paid to the Limited Partner who attempted to transfer such Partnership Group Interests or otherwise to the rightful owner thereof as reasonably determined by the General PartnerTransferor hereunder.

Permitted Transferees. (a) Notwithstanding the provisions of Section 7.89.8, each Limited Partner Member shall, subject to Section 7.1(b) and Section 7.1(c9.1(b), have the right to Transfer (but not to substitute the transferee as a substitute Partner Member in such Partner’s Member's place, except in accordance with Section 7.39.3), by a written instrument, all or any part of a Limited Partner’s Partnership Group Member's Membership Interest or Class B Units to a Permitted Transferee. Notwithstanding the previous sentence, if the Permitted Transferee is such because it was an Affiliate of the transferring Limited Partner Member at the time of such Transfer or the Transfer was a Permitted Transfer under clause (a) of the definition herein of “Permitted Transfer” Transfer and, at any time after such Transfer, such Permitted Transferee ceases to be an Affiliate of such Limited Partner Member or such Transfer or such Permitted Transferee ceases to qualify under such clause (a) (a “"Non-Qualifying Transferee”"), such Transfer shall be deemed to not be a Permitted Transfer and shall be subject to Section 7.89.8. Pursuant to Section 7.89.8, such transferring Limited Partner Member, or such transferring Limited Partner’s Member's legal representative representative, shall deliver the First Refusal Notice promptly after the time when such transferee ceases to be an Affiliate of such transferring Limited Partner Member, or such Transfer or such Permitted Transferee ceases to qualify under clause (a) of the definition herein of “Permitted Transfer”, and such transferring Limited Partner Member shall otherwise comply with the terms of Section 7.8 9.8 with respect to such Transfer; provided, that the purchase price for such Transfer for purposes of Section 7.8 9.8 shall be an amount agreed upon by such transferring Member and a Majority in Interest (excluding such transferring Member's Percentage Interest) or, if such Member and such Majority in Interest cannot agree on a price within five (5) Business Days after delivery of the First Refusal Notice, such price shall be the Agreed Value fair market value of the Partnership Group Interests subject Membership Interest transferred pursuant to the Transfer as of the close of business on the date the transferee ceased to be an Affiliate of such transferring Limited Partner Member or such Transfer or such Permitted Transferee ceases to qualify under clause (a) of the definition herein of “Permitted Transfer” Transfer (such date, the “"Non-Qualifying Date”"), as determined at the Company's expense by a nationally recognized investment banking firm mutually selected by such transferring Member and a Majority in Interest (excluding such transferring Member's Percentage Interest). In If such transferring Member and such Majority in Interest are unable, within ten (10) days after the event expiration of such five (5) Business Day period, to mutually agree upon an investment banking firm, then each of such transferring Member and such Majority in Interest shall choose a nationally recognized investment banking firm and the two investment banking firms so chosen shall choose a third nationally recognized investment banking firm which shall determine the fair market value of the Membership Interest transferred pursuant to such Transfer at the Company's expense. The determination of fair market value shall be based on the value that a willing buyer with knowledge of all relevant facts would pay a willing seller for all the outstanding equity securities of the Company in connection with an auction for the Company as a going concern and shall not take into account any acquisitions made by the Company or its Affiliates or any other events subsequent to the Non-Qualifying Date is and shall not be subject to any discount for a Business Day, the Non-Qualifying Date shall be deemed to have occurred on the first Business Day following such original Non-Qualifying Datesale of a minority interest. If such transferring Limited Partner Member fails to comply with all the terms of Section 7.89.8, such Transfer shall be null and void and of no force and effect. No Non-Qualifying Transferee shall be entitled to receive any distributions from the Partnership with respect to any period Company on or after the Non-Qualifying Date and any distributions made in respect of the Partnership Membership Interests with respect to any period on or after the Non-Qualifying Date and held by such Non-Qualifying Transferee Members shall be paid to the Limited Partner Member who attempted to transfer transferred such Partnership Group Interests Membership Interest or otherwise to the rightful owner thereof as reasonably determined by the General PartnerBoard.

Permitted Transferees. (a) Notwithstanding Subject to the provisions terms of Section 7.8this Agreement, each Limited Partner shall, subject to Section 7.1(b) and Section 7.1(c), have the right to Transfer (but not to substitute the transferee as a substitute Partner in such Partner’s place, except in accordance with Section 7.3), by a written instrument, all or any part Permitted Transferee of a Limited Partner’s Partnership Group Interest or Class B Units to a Permitted Transferee. Notwithstanding the previous sentence, if the Permitted Transferee is such because it was an Affiliate of the transferring Limited Partner at the time of such Transfer or the Transfer was a Permitted Transfer under clause (a) of the definition herein of “Permitted Transfer” and, at any time after such Transfer, such Permitted Transferee ceases to be an Affiliate of such Limited Partner or such Transfer or such Permitted Transferee ceases to qualify under such clause (a) (a “Non-Qualifying Transferee”), such Transfer shall be deemed to not be a Permitted Transfer and Stockholder shall be subject to Section 7.8. Pursuant to Section 7.8, such transferring Limited Partner or such transferring Limited Partner’s legal representative shall deliver the First Refusal Notice promptly after the time when such transferee ceases to be an Affiliate terms and conditions of such transferring Limited Partner or such Transfer or this Agreement as if such Permitted Transferee ceases were SPE (in the case where SPE or a Permitted Transferee of SPE is the Transferor), Liberty (in the case where Liberty or a Permitted Transferee of Liberty is the Transferor), Station Partners (in the case where Station Partners or a Permitted Transferee of Station Partners is the Transferor), Council Tree (in the case where Council Tree or a Permitted Transferee of Council Tree is the Transferor), BV Capital (in the case where BV Capital or a Permitted Transferee of BV Capital is the Transferor) or Bastion or BCF (in the case where Bastion or BCF or a Permitted Transferee of Bastion or BCF is the Transferor). Prior to qualify the initial acquisition of beneficial ownership of any Company Common Stock by any Permitted Transferee (including, without limitation, by way of any Transfer of an interest in Station Partners) and as a condition thereto, each Stockholder, Council Tree, BCF and Bastion, as the case may be, agrees to cause its respective Permitted Transferees to agree in writing with the other Parties hereto to be bound by the terms and conditions of this Agreement to the extent described in the preceding sentence. A Permitted Transfer shall not release any Stockholder, Council Tree, BCF or Bastion from any liability that such Person may have to the other Parties to this Agreement prior to the date of such Transfer, but shall release the Transferor from all future obligations accruing under clause (a) this Agreement after the date of Transfer provided the Permitted Transferee assumed all such obligations of the definition herein of “Permitted Transfer”, and such transferring Limited Partner shall otherwise comply with the terms of Section 7.8 with respect to such Transfer; provided, that the purchase price for such Transfer for purposes of Section 7.8 shall be the Agreed Value of the Partnership Group Interests subject to the Transfer as of the close of business on the date the transferee ceased to be an Affiliate of such transferring Limited Partner or such Transfer or such Permitted Transferee ceases to qualify under clause (a) of the definition herein of “Permitted Transfer” (such date, the “Non-Qualifying Date”). In the event the Non-Qualifying Date is not a Business Day, the Non-Qualifying Date shall be deemed to have occurred on the first Business Day following such original Non-Qualifying Date. If such transferring Limited Partner fails to comply with all the terms of Section 7.8, such Transfer shall be null and void and of no force and effect. No Non-Qualifying Transferee shall be entitled to receive any distributions from the Partnership with respect to any period on or after the Non-Qualifying Date and any distributions made in respect of the Partnership Interests with respect to any period on or after the Non-Qualifying Date and held by such Non-Qualifying Transferee shall be paid to the Limited Partner who attempted to transfer such Partnership Group Interests or otherwise to the rightful owner thereof as reasonably determined by the General PartnerTransferor hereunder.

Permitted Transferees. (a) Notwithstanding the provisions of Section 7.8, each Limited Partner shall, subject Subject to Section 7.1(b) and Section 7.1(c)9.4 but notwithstanding any other provision of this Agreement, have the right Michxxx xxxll be permitted to Transfer (but not to substitute the transferee as a substitute Partner in such Partner’s placesell, except in accordance with Section 7.3), by a written instrument, give or bequeath all or any part portion of a Limited Partner’s Partnership Group Interest the Restricted Shares or Class B Units interest therein, or pass such Restricted Shares or interest by means of intestate succession or otherwise, either outright or in trust, to a Permitted Transferee, provided that such transfer shall be implemented in a manner acceptable to legal counsel for the Company. Notwithstanding In case of any such transfer by Michxxx, xxch Permitted Transferee shall receive and hold the previous sentencetransferred Restricted Shares subject to all the terms and conditions of this Agreement, if and there shall be no further transfer of such Restricted Shares except by such Permitted Transferee to another Permitted Transferee in accordance with the terms of this Agreement. Before Michxxx xxxnsfers any Restricted Shares to a Permitted Transferee, and before any Permitted Transferee transfers any Restricted Shares to another Permitted Transferee, Michxxx xx the transferring Permitted Transferee, as the case may be, shall give the Company written notice of such intended transfer. Any Permitted Transferee shall, to the extent of the Restricted Shares transferred, succeed to all the rights and obligations of the transferor under this Agreement and shall become bound by all the terms and conditions hereof; provided that, as a condition precedent to a Permitted Transferee's exercising any rights under this Agreement and to the Company's obligation to change its records to reflect the record ownership of such Restricted Shares in the name of such Permitted Transferee, the Permitted Transferee is shall execute such because it was an Affiliate documents and instruments as may reasonably be required by legal counsel to the Company. Unless otherwise expressly provided in this Agreement, any reference herein to a right or obligation of the transferring Limited Partner at the time Michxxx xx sell or receive payment for any shares of such Transfer or the Transfer was a Permitted Transfer under clause (a) of the definition herein of “Permitted Transfer” and, at any time after such Transfer, such Permitted Transferee ceases to be an Affiliate of such Limited Partner or such Transfer or such Permitted Transferee ceases to qualify under such clause (a) (a “Non-Qualifying Transferee”), such Transfer Class A Stock shall be deemed to not be a refer equally to any Permitted Transfer and shall be subject to Section 7.8. Pursuant to Section 7.8, such transferring Limited Partner or such transferring Limited Partner’s legal representative shall deliver the First Refusal Notice promptly after the time when such transferee ceases to be an Affiliate of such transferring Limited Partner or such Transfer or such Permitted Transferee ceases to qualify under clause (a) of the definition herein of “Permitted Transfer”Transferee, and such transferring Limited Partner shall otherwise comply with the terms of Section 7.8 any limitations herein with respect to such Transfer; provided, that the purchase price for such Transfer for purposes number or category of Section 7.8 35 39 shares of Class A Stock which Michxxx xxxll have a right or obligation to sell in any calendar year shall be the Agreed Value of the Partnership Group Interests subject apply to the Transfer Michxxx xxx all Permitted Transferees as of the close of business on the date the transferee ceased to be an Affiliate of such transferring Limited Partner or such Transfer or such Permitted Transferee ceases to qualify under clause (a) of the definition herein of “Permitted Transfer” (such date, the “Non-Qualifying Date”). In the event the Non-Qualifying Date is not a Business Day, the Non-Qualifying Date shall be deemed to have occurred on the first Business Day following such original Non-Qualifying Date. If such transferring Limited Partner fails to comply with all the terms of Section 7.8, such Transfer shall be null and void and of no force and effect. No Non-Qualifying Transferee shall be entitled to receive any distributions from the Partnership with respect to any period on or after the Non-Qualifying Date and any distributions made in respect of the Partnership Interests with respect to any period on or after the Non-Qualifying Date and held by such Non-Qualifying Transferee shall be paid to the Limited Partner who attempted to transfer such Partnership Group Interests or otherwise to the rightful owner thereof as reasonably determined by the General Partnergroup.

Permitted Transferees. (a) Notwithstanding the provisions of Section 7.8, each Limited Partner shall, subject to Section 7.1(b) and Section 7.1(c), have the right to Transfer (but not to substitute the transferee as a substitute Partner in such Partner’s 's place, except in accordance with Section 7.3), by a written instrument, all or any part of a Limited Partner’s 's Partnership Group Interest or Class B Units to a Permitted Transferee. Notwithstanding the previous sentence, if the Permitted Transferee is such because it was an Affiliate of the transferring Limited Partner at the time of such Transfer or the Transfer was a Permitted Transfer under clause (a) of the definition herein of “"Permitted Transfer” " and, at any time after such Transfer, such Permitted Transferee ceases to be an Affiliate of such Limited Partner or such Transfer or such Permitted Transferee ceases to qualify under such clause (a) (a “Non"NON-Qualifying Transferee”QUALIFYING TRANSFEREE"), such Transfer shall be deemed to not be a Permitted Transfer and shall be subject to Section 7.8. Pursuant to Section 7.8, such transferring Limited Partner or such transferring Limited Partner’s 's legal representative shall deliver the First Refusal Notice promptly after the time when such transferee ceases to be an Affiliate of such transferring Limited Partner or such Transfer or such Permitted Transferee ceases to qualify under clause (a) of the definition herein of “"Permitted Transfer”", and such transferring Limited Partner shall otherwise comply with the terms of Section 7.8 with respect to such Transfer; provided, that the purchase price for such Transfer for purposes of Section 7.8 shall be an amount agreed upon by such transferring Limited Partner and the Agreed Value General Partner or, if such Limited Partner and the General Partner cannot agree on a price within five (5) Business Days after delivery of the First Refusal Notice, such price shall be the fair market value of the Partnership Group Interests subject Interest transferred pursuant to the Transfer as of the close of business on the date the transferee ceased to be an Affiliate of such transferring Limited Partner or such Transfer or such Permitted Transferee ceases to qualify under clause (a) of the definition herein of “"Permitted Transfer” " (such date, the “Non"NON-Qualifying Date”QUALIFYING DATE"), as determined at the Partnership's expense by a nationally recognized investment banking firm mutually selected by such transferring Limited Partner and the General Partner. In If such transferring Limited Partner and the event General Partner are unable, within ten (10) days after the Non-expiration of such five (5) Business Day period, to mutually agree upon an investment banking firm, then each of such transferring Limited Partner and the General Partner shall choose a nationally recognized investment banking firm and the two investment banking firms so chosen EXECUTION COPY shall choose a third nationally recognized investment banking firm which shall determine the fair market value of the Partnership Interest transferred pursuant to such Transfer at the Partnership's expense. The determination of fair market value shall be based on the value that a willing buyer with knowledge of all relevant facts would pay a willing seller for all the outstanding equity securities of the Partnership in connection with an auction for the Partnership as a going concern and shall not take into account any acquisitions made by the Partnership or its Affiliates or any other events subsequent to the Non- Qualifying Date is and shall not be subject to any discount for a Business Day, the Non-Qualifying Date shall be deemed to have occurred on the first Business Day following such original Non-Qualifying Datesale of a minority interest. If such transferring Limited Partner fails to comply with all the terms of Section 7.8, such Transfer shall be null and void and of no force and effect. No Non-Qualifying Transferee shall be entitled to receive any distributions from the Partnership with respect to any period on or after the Non-Qualifying Date and any distributions made in respect of the Partnership Interests with respect to any period on or after the Non-Non- Qualifying Date and held by such Non-Qualifying Transferee shall be paid to the Limited Partner who attempted to transfer transferred such Partnership Group Interests or otherwise to the rightful owner thereof as reasonably reasonably, determined by the General Partner.