Common use of Liquidity Right Clause in Contracts

Liquidity Right. (a) Seller, on behalf of itself and its Affiliates, hereby irrevocably waives any right to deliver any notice or to exercise any rights that may arise under Section 2.1 of the Liquidity Rights Agreement between the date hereof and the expiration of the period, if any, during which a Post-Termination Registration Notice, if any, may be delivered pursuant to Section 5.4(b). (b) In the event the Crimson Transaction Documents are terminated, then, during the 15 day period following the later of (i) the date of such termination and (ii) January 1, 2011, Seller shall have the right to deliver a “Special Registration Notice” as defined in and in accordance with the Liquidity Rights Agreement (other than the requirement that such notice be provided between November 15 and December 10 of a calendar year). Any such notice delivered pursuant to the immediately preceding sentence is referred to herein as a “Post-Termination Registration Notice” and shall be treated as any other Special Registration Notice that may be submitted pursuant to the Liquidity Rights Agreement except as provided herein. The terms of the Liquidity Rights Agreement shall apply mutatis mutandis to the Post-Termination Registration Notice, provided that (i) the process for determining “Fully Distributed Public Market Value” under Section 5.1 of the Liquidity Rights Agreement, including the engagement of Appraisers (as defined in the Liquidity Rights Agreement) shall commence immediately upon receipt of a Post-Termination Registration Notice, (ii) the proviso to Section 5.1(d) of the Liquidity Rights Agreement regarding the timing of the delivery of appraisals shall not apply and (iii) the registration milestones set forth in clauses (i) and (ii) of Section 2.1(b) of the Liquidity Rights Agreement shall not apply and clause (iv) shall be deemed modified to require consummation of the requested offering no later than the five month anniversary of delivery of the Post-Termination Registration Notice rather than September 30 of a Registration Year (as defined in the Liquidity Rights Agreement) (subject, for the avoidance of doubt, to the same qualifications on such timing obligation as would apply under the Liquidity Rights Agreement in the case of a registration required to be consummated by September 30); provided that, (x) such period shall be extended (but not for more than 45 days) if reasonably necessary to comply with financial statement requirements of the Securities & Exchange Commission and (y) in the event that the period for consummation of the requested offering would end (A) in the last week in August or the week in which the holiday known as “Labor Day” occurs, such period shall be extended to the end of the week after the week in which Labor Day occurs or (B) between December 15 through January 7, such period shall be extended to the end of the second full week in such January. Except as provided in this Section 5.4, the Liquidity Rights Agreement remains in full force and effect in accordance with its terms as of the date hereof. (c) Buyer shall cause the Company to comply with any obligations under the LRA incident to the rights granted to Seller under this ‎Section 5.4.

Liquidity Right. (ai) SellerFor a period of six (6) months after August 2, on behalf 2009 with respect to Trott & Trott and Feiwell & Hannoy only, or (ii) for a period of itself and its Affiliatessix (6) months after the fourth anniversary of the Closing Date (as defined in the NDEx Equity Purchase Agreement) with respect to the NDEx Sellers only, hereby irrevocably waives any each Minority Member will have the right to deliver require the Company to repurchase all or any portion of such Minority Member’s Common Units or other Membership Interests in the Company for a purchase price equal to the Repurchase Price by delivering written notice or to exercise any rights that may arise under Section 2.1 of the Liquidity Rights Agreement between exercise of such right to the Manager (the “Put Notice”). The date on which the Manager receives a Put Notice hereinafter is referred to as the “Put Delivery Date”. The parties acknowledge and agree that, for purposes of calculating the Repurchase Price, the specified date with respect to the Formula Value Per Common Unit shall be the date hereof and the expiration of the period, if any, during which a Post-Termination Registration Notice, if any, may be delivered pursuant to Section 5.4(bPut Closing (as defined below). (b) In The Company shall be obligated to purchase all of each applicable Minority Member’s Common Units or other Membership Interests in the event Company requested to be repurchased by such Minority Member in the Crimson Transaction Documents are terminatedPut Notice pursuant to Section 7.7(a) hereof (the “Put Securities”), thenat a closing (the “Put Closing”) on such date as mutually agreed to by the Manager and the applicable Minority Members, during which date shall not be prior to thirty (30) days after the 15 day period following Put Delivery Date. At the later of Put Closing, (i) each Minority Member shall (A) endorse and deliver any certificates representing the date Put Securities held by such Minority Member to be repurchased by the Company, (B) execute and deliver any other instruments requested by the Company to evidence the repurchase of the Put Securities by the Company, and (C) execute and deliver definitive documentation containing customary representations, warranties and indemnifications satisfactory to the Manager (including that such termination Minority Member has good and marketable title to the Put Securities free and clear of all liens, hypothecations, mortgages, charges, security interests, pledges and other encumbrances and claims of any nature), and (ii) January 1, 2011, Seller the Manager shall have deliver to such Minority Member a promissory note issued by the right to deliver Company (a “Special Registration Notice” as defined Put Note”) in the aggregate principal amount equal to the Repurchase Price. Prior to the Put Closing, a Minority Member and the Manager shall in accordance with good faith negotiate the Liquidity Rights Agreement (other than terms and conditions of the requirement Put Note; provided, however, that such notice be provided between November 15 and December 10 of a calendar year). Any such notice delivered pursuant to the immediately preceding sentence is referred to herein as a “Post-Termination Registration Notice” and shall be treated as any other Special Registration Notice that may be submitted pursuant to the Liquidity Rights Agreement except as provided herein. The terms of the Liquidity Rights Agreement shall apply mutatis mutandis to the Post-Termination Registration Notice, provided that Put Note will (i) the process for determining “Fully Distributed Public Market Value” under Section 5.1 of the Liquidity Rights Agreement, including the engagement of Appraisers (as defined in the Liquidity Rights Agreement) shall commence immediately upon receipt of a Post-Termination Registration Noticebe unsecured, (ii) be for a term of three years with level payments of principal and interest during the proviso to Section 5.1(d) of the Liquidity Rights Agreement regarding the timing of the delivery of appraisals shall not apply and term thereof, (iii) bear interest at a rate equal to the registration milestones set forth in clauses then prevailing prime rate plus two percent (i2%) and (ii) of Section 2.1(b) of the Liquidity Rights Agreement shall not apply and clause (iv) shall be deemed modified to require consummation of the requested offering no later than the five month anniversary of delivery of the Post-Termination Registration Notice rather than September 30 of a Registration Year (as defined in the Liquidity Rights Agreement) (subject, for the avoidance of doubt, subject to the same qualifications on such timing obligation as would apply under terms and conditions of any subordination agreement requested by the Liquidity Rights Agreement in Senior Agent and the case of a registration required to be consummated by September 30); provided that, (x) such period shall be extended (but not for more than 45 days) if reasonably necessary to comply with financial statement requirements of the Securities & Exchange Commission and (y) in the event that the period for consummation of the requested offering would end (A) in the last week in August or the week in which the holiday known as “Labor Day” occurs, such period shall be extended to the end of the week after the week in which Labor Day occurs or (B) between December 15 through January 7, such period shall be extended to the end of the second full week in such January. Except as provided in this Section 5.4, the Liquidity Rights Agreement remains in full force and effect in accordance with its terms as of the date hereofSenior Lenders. (c) Buyer shall cause the Company to comply with any obligations under the LRA incident to the rights granted to Seller under this ‎Section 5.4.

Liquidity Right. (a) SellerFor a period of six (6) months after the earlier of (i) Mxxxx 00, on behalf 0000, (xx) the second (2nd) anniversary of itself the effective date of a Dxxxx Media IPO or (iii) the closing of a Dxxxx Media Sale Transaction, a Minority Member (each an “Exiting Minority Member” and its Affiliates, hereby irrevocably waives any collectively the “Exiting Minority Members”) will have the right to deliver require the Company to repurchase all or any portion of such Exiting Minority Member’s Common Units or other Membership Interests in the Company for a purchase price equal to the Repurchase Price by delivering written notice or to exercise any rights that may arise under Section 2.1 of the Liquidity Rights Agreement between exercise of such right to the Manager (the “Put Notice”). The date hereof and on which the expiration of Manager receives the period, if any, during which a Post-Termination Registration Notice, if any, may be delivered pursuant Put Notice hereinafter is referred to Section 5.4(b)as the “Put Delivery Date”. (b) In The Company shall be obligated to purchase all of each Exiting Minority Member’s Common Units or other Membership Interests in the event Company requested to be repurchased by an Exiting Minority Member in the Crimson Transaction Documents are terminatedPut Notice pursuant to Section 7.7(a) hereof (the “Put Securities”), thenat a closing (the “Put Closing”) on such date as mutually agreed to by the Manager and such Exiting Minority Member, during which date shall not be prior to thirty (30) days after the 15 day period following Put Delivery Date. At the later of Put Closing, (i) an Exiting Minority Member shall (A) endorse and deliver any certificates representing the date Put Securities held by such Exiting Minority Member to be repurchased by the Company, (B) execute and deliver any other instruments requested by the Company to evidence the repurchase of the Put Securities by the Company, and (C) execute and deliver definitive documentation containing customary representations, warranties and indemnifications satisfactory to the Manager (including that such termination Exiting Minority Member has good and marketable title to the Put Securities free and clear of all liens, hypothecations, mortgages, charges, security interests, pledges and other encumbrances and claims of any nature), and (ii) January 1, 2011, Seller the Manager shall have deliver to such Exiting Minority Member a promissory note issued by the right to deliver Company (a “Special Registration Notice” as defined Put Note”) in the aggregate principal amount equal to the Repurchase Price. Prior to the Put Closing, an Exiting Minority Member and the Manager shall in accordance with good faith negotiate the Liquidity Rights Agreement (other than terms and conditions of the requirement Put Note; provided, however, that such notice be provided between November 15 and December 10 of a calendar year). Any such notice delivered pursuant to the immediately preceding sentence is referred to herein as a “Post-Termination Registration Notice” and shall be treated as any other Special Registration Notice that may be submitted pursuant to the Liquidity Rights Agreement except as provided herein. The terms of the Liquidity Rights Agreement shall apply mutatis mutandis to the Post-Termination Registration Notice, provided that Put Note will (i) the process for determining “Fully Distributed Public Market Value” under Section 5.1 of the Liquidity Rights Agreement, including the engagement of Appraisers (as defined in the Liquidity Rights Agreement) shall commence immediately upon receipt of a Post-Termination Registration Noticebe unsecured, (ii) be for a term of three years with level payments of principal and interest during the proviso term thereof, (iii) bear interest at a rate equal to Section 5.1(dthe then prevailing prime rate plus two percent (2%) and (iv) be subject to the terms and conditions of any subordination agreement requested by the Senior Agent and the Senior Lenders. I. Exhibit A of the Operating Agreement is hereby replaced with Exhibit A attached hereto, which reflects the booked-up Capital Accounts of Dxxxx and Txxxx & Txxxx pursuant to clause (b) of the Liquidity Rights Agreement regarding the timing definition of the delivery of appraisals shall not apply and (iii) the registration milestones set forth in clauses (i) and (ii) of Section 2.1(b) of the Liquidity Rights Agreement shall not apply and clause (iv) shall be deemed modified to require consummation of the requested offering no later than the five month anniversary of delivery of the Post-Termination Registration Notice rather than September 30 of a Registration Year (as defined in the Liquidity Rights Agreement) (subject, for the avoidance of doubt, to the same qualifications on such timing obligation as would apply under the Liquidity Rights Agreement in the case of a registration required to be consummated by September 30); provided that, (x) such period shall be extended (but not for more than 45 days) if reasonably necessary to comply with financial statement requirements of the Securities & Exchange Commission and (y) in the event that the period for consummation of the requested offering would end (A) in the last week in August or the week in which the holiday known as “Labor Day” occurs, such period shall be extended to the end of the week after the week in which Labor Day occurs or (B) between December 15 through January 7, such period shall be extended to the end of the second full week in such January. Except as provided in this Section 5.4, the Liquidity Rights Agreement remains in full force and effect in accordance with its terms as of the date hereofGross Asset Value. (c) Buyer shall cause the Company to comply with any obligations under the LRA incident to the rights granted to Seller under this ‎Section 5.4.

Liquidity Right. (ai) SellerFor a period of six (6) months after August 2, on behalf 2009 with respect to Trott & Trott and Feiwell & Hannoy only, or (ii) for a period of itself and its Affiliatessix (6) months after [XXXXX], hereby irrevocably waives any 2012 with respect to the NDEx Sellers only, each Minority Member will have the right to deliver require the Company to repurchase all or any portion of such Minority Member’s Common Units or other Membership Interests in the Company for a purchase price equal to the Repurchase Price by delivering written notice or to exercise any rights that may arise under Section 2.1 of the Liquidity Rights Agreement between exercise of such right to the Manager (the “Put Notice”). The date hereof on which the Manager receives a Put Notice hereinafter is referred to as the “Put Delivery Date”. The parties acknowledge and agree that, for purposes of calculating the expiration of Repurchase Price, the period, if any, during which a Post-Termination Registration Notice, if any, may specified date with respect to the Formula Value Per Common Unit shall be delivered pursuant to Section 5.4(bthe Put Closing Date (as defined below). (b) In The Company shall be obligated to purchase all of each applicable Minority Member’s Common Units or other Membership Interests in the event Company requested to be repurchased by such Minority Member in the Crimson Transaction Documents are terminatedPut Notice pursuant to Section 7.7(a) hereof (the “Put Securities”), thenat a closing (the “Put Closing”) on such date as mutually agreed to by the Manager and the applicable Minority Members, during which date shall not be prior to thirty (30) days after the 15 day period following Put Delivery Date. At the later of Put Closing, (i) each Minority Member shall (A) endorse and deliver any certificates representing the date Put Securities held by such Minority Member to be repurchased by the Company, (B) execute and deliver any other instruments requested by the Company to evidence the repurchase of the Put Securities by the Company, and (C) execute and deliver definitive documentation containing customary representations, warranties and indemnifications satisfactory to the Manager (including that such termination Minority Member has good and marketable title to the Put Securities free and clear of all liens, hypothecations, mortgages, charges, security interests, pledges and other encumbrances and claims of any nature), and (ii) January 1, 2011, Seller the Manager shall have deliver to such Minority Member a promissory note issued by the right to deliver Company (a “Special Registration Notice” as defined Put Note”) in the aggregate principal amount equal to the Repurchase Price. Prior to the Put Closing, an Minority Member and the Manager shall in accordance with good faith negotiate the Liquidity Rights Agreement (other than terms and conditions of the requirement Put Note; provided, however, that such notice be provided between November 15 and December 10 of a calendar year). Any such notice delivered pursuant to the immediately preceding sentence is referred to herein as a “Post-Termination Registration Notice” and shall be treated as any other Special Registration Notice that may be submitted pursuant to the Liquidity Rights Agreement except as provided herein. The terms of the Liquidity Rights Agreement shall apply mutatis mutandis to the Post-Termination Registration Notice, provided that Put Note will (i) the process for determining “Fully Distributed Public Market Value” under Section 5.1 of the Liquidity Rights Agreement, including the engagement of Appraisers (as defined in the Liquidity Rights Agreement) shall commence immediately upon receipt of a Post-Termination Registration Noticebe unsecured, (ii) be for a term of three years with level payments of principal and interest during the proviso to Section 5.1(d) of the Liquidity Rights Agreement regarding the timing of the delivery of appraisals shall not apply and term thereof, (iii) bear interest at a rate equal to the registration milestones set forth in clauses then prevailing prime rate plus two percent (i2%) and (ii) of Section 2.1(b) of the Liquidity Rights Agreement shall not apply and clause (iv) shall be deemed modified to require consummation of the requested offering no later than the five month anniversary of delivery of the Post-Termination Registration Notice rather than September 30 of a Registration Year (as defined in the Liquidity Rights Agreement) (subject, for the avoidance of doubt, subject to the same qualifications on such timing obligation as would apply under terms and conditions of any subordination agreement requested by the Liquidity Rights Agreement in Senior Agent and the case of a registration required to be consummated by September 30); provided that, (xSenior Lenders. 1.3 A new Section 3.3(c) such period shall be extended (but not for more than 45 days) if reasonably necessary to comply with financial statement requirements of the Securities & Exchange Commission and (y) in the event that the period for consummation of the requested offering would end (A) in the last week in August or the week in which the holiday known as “Labor Day” occurs, such period shall be extended is added to the end of the week after the week Operating Agreement to read in which Labor Day occurs or (B) between December 15 through January 7, such period shall be extended to the end of the second full week in such January. Except its entirety as provided in this Section 5.4, the Liquidity Rights Agreement remains in full force and effect in accordance with its terms as of the date hereof. (c) Buyer shall cause the Company to comply with any obligations under the LRA incident to the rights granted to Seller under this ‎Section 5.4.follows:

Liquidity Right. 1. For a period of six (a6) Seller, on behalf of itself and its Affiliates, hereby irrevocably waives any right to deliver any notice or to exercise any rights that may arise under Section 2.1 of months after the Liquidity Rights Agreement between the date hereof and the expiration of the period, if any, during which a Post-Termination Registration Notice, if any, may be delivered pursuant to Section 5.4(b). (b) In the event the Crimson Transaction Documents are terminated, then, during the 15 day period following the later earlier of (i) the date of such termination and eighth (ii8th) January 1, 2011, Seller shall have the right to deliver a “Special Registration Notice” as defined in and in accordance with the Liquidity Rights Agreement (other than the requirement that such notice be provided between November 15 and December 10 of a calendar year). Any such notice delivered pursuant to the immediately preceding sentence is referred to herein as a “Post-Termination Registration Notice” and shall be treated as any other Special Registration Notice that may be submitted pursuant to the Liquidity Rights Agreement except as provided herein. The terms anniversary of the Liquidity Rights Agreement shall apply mutatis mutandis to the Post-Termination Registration Notice, provided that (i) the process for determining “Fully Distributed Public Market Value” under Section 5.1 of the Liquidity Rights Agreement, including the engagement of Appraisers (as defined in the Liquidity Rights Agreement) shall commence immediately upon receipt of a Post-Termination Registration Noticedate hereof, (ii) the proviso to Section 5.1(dsecond (2nd) anniversary of the Liquidity Rights Agreement regarding the timing effective date of the delivery of appraisals shall not apply and a Dxxxx Media IPO or (iii) the registration milestones set forth closing of a Dxxxx Media Sale Transaction, the Firm will have the right to require the Company to repurchase all or any portion of the Firm’s Common Units or other Membership Interests in clauses the Company for a purchase price equal to the Repurchase Price by delivering written notice of the exercise of such right to the Manager (the “Put Notice”). The date on which the Manager receives the Put Notice hereinafter is referred to as the “Put Delivery Date”. 2. The Company shall be obligated to purchase all of the Firm’s Common Units or other Membership Interests in the Company requested to be repurchased by the Firm in the Put Notice pursuant to Section 7.7(a) hereof (the “Put Securities”), at a closing (the “Put Closing”) on such date as mutually agreed to by the Manager and the Firm, which date shall not be prior to thirty (30) days after the Put Delivery Date. At the Put Closing, (i) the Firm shall (A) endorse and deliver any certificates representing the Put Securities held by the Firm to be repurchased by the Company, (B) execute and deliver any other instruments requested by the Company to evidence the repurchase of the Put Securities by the Company, and (C) execute and deliver definitive documentation containing customary representations, warranties and indemnifications satisfactory to the Manager (including that the Firm has good and marketable title to the Put Securities free and clear of all liens, hypothecations, mortgages, charges, security interests, pledges and other encumbrances and claims of any nature), and (ii) of Section 2.1(bthe Manager shall deliver to the Firm a promissory note issued by the Company (a “Put Note”) in the aggregate principal amount equal to the Repurchase Price. Prior to the Put Closing, the Firm and the Manager shall in good faith negotiate the terms and conditions of the Liquidity Rights Agreement shall not apply Put Note; provided, however, that such Put Note will (i) be unsecured, (ii) be for a term of three years with level payments of principal and clause interest during the term thereof, (iii) bear interest at a rate equal to the then prevailing prime rate plus two percent (2%) and (iv) shall be deemed modified to require consummation of the requested offering no later than the five month anniversary of delivery of the Post-Termination Registration Notice rather than September 30 of a Registration Year (as defined in the Liquidity Rights Agreement) (subject, for the avoidance of doubt, subject to the same qualifications on such timing obligation as would apply under terms and conditions of any subordination agreement requested by the Liquidity Rights Agreement in Senior Agent and the case of a registration required to be consummated by September 30); provided that, (x) such period shall be extended (but not for more than 45 days) if reasonably necessary to comply with financial statement requirements of the Securities & Exchange Commission and (y) in the event that the period for consummation of the requested offering would end (A) in the last week in August or the week in which the holiday known as “Labor Day” occurs, such period shall be extended to the end of the week after the week in which Labor Day occurs or (B) between December 15 through January 7, such period shall be extended to the end of the second full week in such January. Except as provided in this Section 5.4, the Liquidity Rights Agreement remains in full force and effect in accordance with its terms as of the date hereofSenior Lenders. (c) Buyer shall cause the Company to comply with any obligations under the LRA incident to the rights granted to Seller under this ‎Section 5.4.

Liquidity Right. (a) SellerPrior to a Public Offering, on behalf as long as this Agreement or the Stockholders' Agreement shall remain in effect, if Xxxxxx X. Xxxx ceases to serve as Chairman or Chief Executive Officer of itself and the Company or Parent or the employment with the Company of any of Xxxxx Xxxx or Xxxxx X. Xxxx (together with Xxxxxx X. Xxxx, the "XXXX EMPLOYEES") ceases for any reason (including, but not limited to, a cessation under the circumstances set forth in Section 9.13(b) hereof) (a "LIQUIDITY EVENT"), then, to the extent such Xxxx Employee exercises its Affiliates, hereby irrevocably waives any right to deliver any notice or to exercise any rights that may arise under Section 2.1 3.11(a) of the Liquidity Rights Stockholders' Agreement between and such Allocated Shares allocated to such Xxxx Employee are to be acquired by the date hereof and Parent (or, at the expiration option of such Xxxx Employee, the periodCompany, if any, during which a Post-Termination Registration Notice, if any, may be delivered to the extent that the Parent is precluded due to regulatory or state law reasons) or exchanged for shares of preferred stock pursuant to Section 5.4(b3.12 of the Stockholders' Agreement, the LLC will distribute to such Xxxx Employee such Allocated Shares, and such Xxxx Employee shall have the right to sell to the Parent or the Company, and the Parent or the Company shall be required to purchase (subject to the provisions of Section 3.12 of the Stockholders' Agreement), such Allocated Shares in accordance with Section 3.11(a) of the Stockholders' Agreement. (b) In Prior to a Public Offering, as long as this Agreement or the Stockholders' Agreement shall remain in effect, in the event that any of the Crimson Transaction Documents Xxxx Employees is terminated by the Parent or the Company without "Cause" or resigns from the Parent and the Company for "Good Reason", as such terms are terminateddefined in their current respective employment contracts with the Company, then, during to the 15 day period following extent such Xxxx Employee exercises its rights under Section 3.11(b) of the later of Stockholders' Agreement and such Allocated Shares allocated to such Xxxx Employee are to be acquired by the Parent (i) or, at the date option of such termination Xxxx Employee, the Company, to the extent that the Parent is precluded due to regulatory or state law reasons) or exchanged for shares of preferred stock pursuant to Section 3.12 of the Stockholders' Agreement, the LLC will distribute to such Xxxx Employee such Allocated Shares, and (ii) January 1, 2011, Seller such Xxxx Employee shall have the right to deliver a “Special Registration Notice” as defined sell to the Parent or the Company, and the Parent or the Company shall be required to purchase (subject to the provisions of Section 3.12 and on terms described in and Section 3.11(c) of the Stockholders' Agreement), such Allocated Shares in accordance with the Liquidity Rights Agreement (other than the requirement that such notice be provided between November 15 and December 10 of a calendar year). Any such notice delivered pursuant to the immediately preceding sentence is referred to herein as a “Post-Termination Registration Notice” and shall be treated as any other Special Registration Notice that may be submitted pursuant to the Liquidity Rights Agreement except as provided herein. The terms of the Liquidity Rights Agreement shall apply mutatis mutandis to the Post-Termination Registration Notice, provided that (i) the process for determining “Fully Distributed Public Market Value” under Section 5.1 of the Liquidity Rights Agreement, including the engagement of Appraisers (as defined in the Liquidity Rights Agreement) shall commence immediately upon receipt of a Post-Termination Registration Notice, (ii) the proviso to Section 5.1(d3.11(b) of the Liquidity Rights Agreement regarding the timing of the delivery of appraisals shall not apply and (iii) the registration milestones set forth in clauses (i) and (ii) of Section 2.1(b) of the Liquidity Rights Agreement shall not apply and clause (iv) shall be deemed modified to require consummation of the requested offering no later than the five month anniversary of delivery of the Post-Termination Registration Notice rather than September 30 of a Registration Year (as defined in the Liquidity Rights Stockholders' Agreement) (subject, for the avoidance of doubt, to the same qualifications on such timing obligation as would apply under the Liquidity Rights Agreement in the case of a registration required to be consummated by September 30); provided that, (x) such period shall be extended (but not for more than 45 days) if reasonably necessary to comply with financial statement requirements of the Securities & Exchange Commission and (y) in the event that the period for consummation of the requested offering would end (A) in the last week in August or the week in which the holiday known as “Labor Day” occurs, such period shall be extended to the end of the week after the week in which Labor Day occurs or (B) between December 15 through January 7, such period shall be extended to the end of the second full week in such January. Except as provided in this Section 5.4, the Liquidity Rights Agreement remains in full force and effect in accordance with its terms as of the date hereof. (c) Buyer Each Xxxx Employee desiring to sell Shares which may be sold pursuant to this Section 9.13 or 9.3(a)(iii) shall cause the Company to comply with any obligations under the LRA incident send to the rights granted Managing Member concurrently with its delivery to Seller under this ‎Section 5.4the Parent and Vestar a copy of such written notice as is required to be delivered in accordance with Section 3.11(c) of the Stockholders' Agreement.

Liquidity Right. (a) Seller, on behalf of itself From and its Affiliates, hereby irrevocably waives any right to deliver any notice or to exercise any rights that may arise under Section 2.1 after the thirty-sixth (36th) month anniversary of the date hereof, so long as no Liquidity Rights Agreement between Right Cessation Event has occurred, Attollo shall have the right, but not the obligation, to exchange a portion of its Interest for OP Units in accordance with this Section 9.7 (the “Liquidity Right”). Within thirty (30) days after each of (I) the thirty-sixth (36th) month anniversary of the date hereof and (II) each anniversary thereafter, Attollo may request, by written notice to the expiration Manager (a “Liquidity Information Request”), valuation information relating to such liquidity right. Upon receipt of a Liquidity Information Request, the Manager will deliver to Attollo (A) the most recent Net Asset Value (and, if a Special Termination For Cause has occurred, the Net Asset Value as of the date of such Special Termination For Cause), (B) Attollo’s estimated Hypothetical Distributions based on such Net Asset Value(s) (excluding Promote Distributions and/or any Distributions that would be made pursuant to Sections 6.4(a)(i) or 6.4(a)(ii)), (C) the most recent publicly reported net asset value of SDREIT Parent, and (D) the estimated price per OP Unit at which OP Units would be issued pursuant to this Section 9.7 (based on the net asset value of SDREIT Parent) if Attollo delivers a Liquidity Notice. If Attollo does not deliver a Liquidity Information Request within such thirty (30) day period, it will be deemed to waive its Liquidity Right until the next anniversary of the date hereof, except that Attollo shall not be required to send a Liquidity Information Request if any, during which the most recent anniversary is a Post-Termination Registration Notice, if any, may be delivered pursuant to Section 5.4(b)Quinquennial Date. (b) In the event the Crimson Transaction Documents are terminated, then, during the 15 day period following the later of (i) the date of such termination and (ii) January 1, 2011, Seller Attollo shall have the right to deliver exercise the Liquidity Right by written notice to the Manager (a “Special Registration Liquidity Notice” as defined ”) delivered at any time during the ninety (90) day period commencing on the date the Manager delivers the valuation information described in and in accordance with the Liquidity Rights Agreement (other than the requirement that such notice be provided between November 15 and December 10 of a calendar year). Any such notice delivered pursuant to the immediately preceding sentence is referred to herein as a “Post-Termination Registration Notice” and shall be treated as any other Special Registration Notice that may be submitted pursuant to the Liquidity Rights Agreement except as provided herein. The terms of the Liquidity Rights Agreement shall apply mutatis mutandis to the Post-Termination Registration Notice, provided that (i) the process for determining “Fully Distributed Public Market Value” under Section 5.1 of the Liquidity Rights Agreement, including the engagement of Appraisers (as defined in the Liquidity Rights Agreement) shall commence immediately upon receipt of a Post-Termination Registration Notice, (ii) the proviso to Section 5.1(d) of the Liquidity Rights Agreement regarding the timing of the delivery of appraisals shall not apply and (iii) the registration milestones set forth in clauses (i) and (ii) of Section 2.1(b) of the Liquidity Rights Agreement shall not apply and clause (iv) shall be deemed modified to require consummation of the requested offering no later than the five month anniversary of delivery of the Post-Termination Registration Notice rather than September 30 of a Registration Year (as defined in the Liquidity Rights Agreement9.7(a) (subject, for the avoidance of doubt, to the same qualifications on such timing obligation as would apply under the Liquidity Rights Agreement in the case of a registration required to be consummated by September 30“Exercise Period”); provided that, that the Exercise Period following a Quinquennial Date shall commence upon Axxxxxx’s waiver (xor deemed waiver) such period shall be extended (but not for more than 45 days) if reasonably necessary of its right to comply with financial statement requirements make a Crystallization Election or the finalization of the Securities & Exchange Commission and (y) in Members’ new Percentage Interests following a Crystallization Election. If Attollo does not deliver a Liquidity Notice by the event that the period for consummation expiration of the requested offering would end (A) in Exercise Period, it will be deemed to waive its Liquidity Right until the last week in August or the week in which the holiday known as “Labor Day” occurs, such period shall be extended to the end of the week after the week in which Labor Day occurs or (B) between December 15 through January 7, such period shall be extended to the end of the second full week in such January. Except as provided in this Section 5.4, the Liquidity Rights Agreement remains in full force and effect in accordance with its terms as next anniversary of the date hereof.. Any Liquidity Notice must include the dollar value of the partial Interest that Attollo desires to exchange for such year (the “Liquidity Amount”), which Liquidity Amount with respect to such individual year shall be subject to the following conditions: (ci) Buyer shall cause the Company to comply with any obligations under the LRA incident to the rights granted to Seller under this ‎Section 5.4.For purposes hereof:

Liquidity Right. (a) SellerFor a period of six (6) months after the fourth anniversary of the Closing Date (as defined in the NDEx Equity Purchase Agreement) with respect to the NDEx Sellers, on behalf of itself and its Affiliates, hereby irrevocably waives any each Minority Member will have the right to deliver require the Company to repurchase all or any portion of such Minority Member’s Common Units or other Membership Interests in the Company for a purchase price equal to the Repurchase Price by delivering written notice or to exercise any rights that may arise under Section 2.1 of the Liquidity Rights Agreement between exercise of such right to the Manager (the “Put Notice”). The date on which the Manager receives a Put Notice hereinafter is referred to as the “Put Delivery Date”. The parties acknowledge and agree that, for purposes of calculating the Repurchase Price, the specified date with respect to the Formula Value Per Common Unit shall be the date hereof and the expiration of the period, if any, during which a Post-Termination Registration Notice, if any, may be delivered pursuant to Section 5.4(bPut Closing (as defined below). (b) In The Company shall be obligated to purchase all of each applicable Minority Member’s Common Units or other Membership Interests in the event Company requested to be repurchased by such Minority Member in the Crimson Transaction Documents are terminatedPut Notice pursuant to Section 7.7(a) hereof (the “Put Securities”), thenat a closing (the “Put Closing”) on such date as mutually agreed to by the Manager and the applicable Minority Members, during which date shall not be prior to thirty (30) days after the 15 day period following Put Delivery Date. At the later of Put Closing, (i) each Minority Member shall (A) endorse and deliver any certificates representing the date Put Securities held by such Minority Member to be repurchased by the Company, (B) execute and deliver any other instruments requested by the Company to evidence the repurchase of the Put Securities by the Company, and (C) execute and deliver definitive documentation containing customary representations, warranties and indemnifications satisfactory to the Manager (including that such termination Minority Member has good and marketable title to the Put Securities free and clear of all liens, hypothecations, mortgages, charges, security interests, pledges and other encumbrances and claims of any nature), and (ii) January 1, 2011, Seller the Manager shall have deliver to such Minority Member a promissory note issued by the right to deliver Company (a “Special Registration Notice” as defined Put Note”) in the aggregate principal amount equal to the Repurchase Price. Prior to the Put Closing, a Minority Member and the Manager shall in accordance with good faith negotiate the Liquidity Rights Agreement (other than terms and conditions of the requirement Put Note; provided, however, that such notice be provided between November 15 and December 10 of a calendar year). Any such notice delivered pursuant to the immediately preceding sentence is referred to herein as a “Post-Termination Registration Notice” and shall be treated as any other Special Registration Notice that may be submitted pursuant to the Liquidity Rights Agreement except as provided herein. The terms of the Liquidity Rights Agreement shall apply mutatis mutandis to the Post-Termination Registration Notice, provided that Put Note will (i) the process for determining “Fully Distributed Public Market Value” under Section 5.1 of the Liquidity Rights Agreement, including the engagement of Appraisers (as defined in the Liquidity Rights Agreement) shall commence immediately upon receipt of a Post-Termination Registration Noticebe unsecured, (ii) be for a term of three years with level payments of principal and interest during the proviso to Section 5.1(d) of the Liquidity Rights Agreement regarding the timing of the delivery of appraisals shall not apply and term thereof, (iii) bear interest at a rate equal to the registration milestones set forth in clauses then prevailing prime rate plus two percent (i2%) and (ii) of Section 2.1(b) of the Liquidity Rights Agreement shall not apply and clause (iv) shall be deemed modified to require consummation of the requested offering no later than the five month anniversary of delivery of the Post-Termination Registration Notice rather than September 30 of a Registration Year (as defined in the Liquidity Rights Agreement) (subject, for the avoidance of doubt, subject to the same qualifications on such timing obligation as would apply under terms and conditions of any subordination agreement requested by the Liquidity Rights Agreement in Senior Agent and the case of a registration required to be consummated by September 30); provided that, (x) such period shall be extended (but not for more than 45 days) if reasonably necessary to comply with financial statement requirements of the Securities & Exchange Commission and (y) in the event that the period for consummation of the requested offering would end (A) in the last week in August or the week in which the holiday known as “Labor Day” occurs, such period shall be extended to the end of the week after the week in which Labor Day occurs or (B) between December 15 through January 7, such period shall be extended to the end of the second full week in such January. Except as provided in this Section 5.4, the Liquidity Rights Agreement remains in full force and effect in accordance with its terms as of the date hereofSenior Lenders. (c) Buyer shall cause the Company to comply with any obligations under the LRA incident to the rights granted to Seller under this ‎Section 5.4.”