Common use of Permitted Dispositions Clause in Contracts

Permitted Dispositions. (a) In addition to any Disposition expressly permitted by this Section 7.3, any holder of any Preferred Units may Dispose of such Units to any Person, subject to the provisions of Section 7.1 and to the applicable provisions of Section 7.2(b), Section 7.2(b), Section 7.4 and Section 7.6. Notwithstanding the foregoing and for the avoidance of doubt, any member of the Warburg Pincus Group may Dispose of any Units to one or more Affiliates of Warburg Pincus LLC, subject only to the provisions of Section 7.1. (b) Any holder of any Units may Dispose of such Units by way of gift to a Permitted Transferee of such holder; provided, however, that (i) such Permitted Transferee shall not be entitled to make any further Dispositions in reliance upon this Section 7.3(b), except for a Disposition of such acquired Units back to such original holder or to another Permitted Transferee of such holder or a Person to whom such transfer is permitted under Section 7.2, and (ii) such Permitted Transferee must assume all of the obligations of the original holder of the Units and agree to comply with the provisions of the applicable Restricted Unit Agreement and this Agreement, as applicable. (c) Notwithstanding anything to the contrary in this Section 7.3, a Member may not make a Disposition of Units to a Permitted Transferee if such Disposition has as a purpose the avoidance of or is otherwise undertaken in contemplation of avoiding the restrictions on Dispositions in this Agreement (it being understood that the purpose of this Section 7.3(c) is to prohibit the Disposition of Units to a Permitted Transferee followed by a change in the relationship between the transferor and the Permitted Transferee (or a change of Control of such transferor or Permitted Transferee) after the Disposition with the result and effect that the transferor has indirectly made a Disposition of Units by using a Permitted Transferee, which Disposition would not have been directly permitted under this Section 7.3 had such change in such relationship occurred prior to such Disposition). (d) In connection with any Disposition of Preferred Units (including Management Units) that a Committed Member is permitted to make under this Article 7, such Committed Member may also transfer all or a portion of such Member’s Remaining Commitment with the approval of the Board.

Permitted Dispositions. Borrower may, and to the extent required, Tower Holdings may, after obtaining any necessary FCC consents, convey, transfer or otherwise dispose of all its rights (aincluding any FCC Authorizations) In addition with respect to (i) all assets related to WCHR-AM, licensed to Trenton, New Jersey, (ii) the expanded AM radio band relating to WTTM-AM, licensed to Princeton, New Jersey, (iii) the real property located at 00 Xxxxxxxxxx Xxxx, Xxxx Xxxxxxx, Xxx Xxxxxx (the "Washington Road Transfer"), provided the Commerce Bank Liens are terminated at the time of such Transfer, or (iv) Tower Holdings; provided, (x) Borrower, or Tower Holdings in the case of the Washington Road Transfer, receives at the time of such conveyance, transfer or disposition, consideration at least equal to the fair market value of such assets, determined at such conveyance, transfer or disposition, (y) such consideration is in the form of cash, and (z) such conveyance, transfer or disposition is negotiated on an arm's length basis and made to a Person who is not an Affiliate (each a "Permitted Disposition" or collectively, the "Permitted Dispositions"). All Net Proceeds received by Borrower from any Permitted Disposition expressly shall be applied to the Obligations in the manner specified in Section 1.4(B) if a Default or Event of Default has occurred or is continuing at the time any such Permitted Disposition is consummated. So long as no Default or Event of Default has occurred and is continuing at the time any such Permitted Disposition is consummated, fifty percent (50%) of such Net Proceeds shall be applied to the Obligations in the manner specified in Section 1.4(B) and the remaining fifty percent (50%) of such Net Proceeds received by Borrower shall be retained by Borrower and used for general partnership purposes permitted by this Section 7.3, any holder of any Preferred Units may Dispose of such Units to any Person, subject to the provisions of Section 7.1 and to the applicable provisions of Section 7.2(b), Section 7.2(b), Section 7.4 and Section 7.6. Notwithstanding the foregoing and for the avoidance of doubt, any member of the Warburg Pincus Group may Dispose of any Units to one or more Affiliates of Warburg Pincus LLC, subject only to the provisions of Section 7.1. (b) Any holder of any Units may Dispose of such Units by way of gift to a Permitted Transferee of such holderAgreement; provided, howeverthat, that in the event the consummation of the purchase by Borrower of, and the FCC approved assignment of the FCC Authorization for, WOBM is accelerated (ior additional deposits are made pursuant to the WOBM Purchase Agreement) and such Permitted Transferee consummation occurs or additional deposits are made on a date which is within fifteen (15) days after the receipt of such Net Proceeds and such consummation occurs or additional deposits are made on or before July 1, 2000, and no Default or Event of Default has occurred and is continuing, twenty percent (20%) of such Net Proceeds shall not be entitled applied to the Obligations in the manner specified in Section 1.4(B) and the remaining eighty percent (80%) of such Net Proceeds shall be used by Borrower to make any further Dispositions in reliance upon this Section 7.3(b), except for a Disposition of such acquired Units back to such original holder or to another Permitted Transferee of such holder or a Person to whom such transfer is permitted under Section 7.2, and (ii) such Permitted Transferee must assume all of the obligations of the original holder of the Units and agree to comply with the provisions of the applicable Restricted Unit Agreement and this Agreement, as applicable. (c) Notwithstanding anything additional deposits pursuant to the contrary in this Section 7.3, a Member may not make a Disposition of Units to a Permitted Transferee if such Disposition has as a purpose WOBM Purchase Agreement or pay the avoidance of or is otherwise undertaken in contemplation of avoiding the restrictions on Dispositions in this Agreement (it being understood that the purpose of this Section 7.3(c) is to prohibit the Disposition of Units to a Permitted Transferee followed by a change in the relationship between the transferor and the Permitted Transferee (or a change of Control of such transferor or Permitted Transferee) after the Disposition with the result and effect that the transferor has indirectly made a Disposition of Units by using a Permitted Transferee, which Disposition would not have been directly permitted under this Section 7.3 had such change in such relationship occurred prior to such Disposition)purchase price for WOBM. (d) In connection with any Disposition of Preferred Units (including Management Units) that a Committed Member is permitted to make under this Article 7, such Committed Member may also transfer all or a portion of such Member’s Remaining Commitment with the approval of the Board.

Permitted Dispositions. (a) In addition to any Disposition expressly permitted Following approval by this Section 7.3the Board, any holder of any Preferred Series A Units may Dispose of such Series A Units to any Person, subject to the provisions of Section 7.1 Sections 7.1, 7.3, 7.5 and to 7.6; provided, that PT Intermediate may not make any Disposition of Series A Units during the applicable provisions pendency of Section 7.2(b), Section 7.2(b), Section 7.4 and Section 7.6. Notwithstanding the foregoing and for the avoidance of doubt, any member of the Warburg Pincus Group may Dispose of any Units to one or more Affiliates of Warburg Pincus LLC, subject only to the provisions of Section 7.1an Ashford Indemnification Claim. (b) Any holder of any Units may Dispose of such Units by way of gift to a Permitted Transferee of such holder; provided, however, that (i) such Permitted Transferee shall not be entitled to make any further Dispositions in reliance upon this Section 7.3(b), except for a Disposition of such acquired Units back to such original holder or to another Permitted Transferee of such holder or a Person to whom such transfer is permitted under Section 7.2, and (ii) such Permitted Transferee must assume all of the obligations of the original holder of the Units and agree to comply with Notwithstanding the provisions of the applicable Restricted Unit Agreement and this Agreement, as applicable. (c) Notwithstanding anything to the contrary in this Section 7.37.2(a), a Member may not make a Disposition of Units to a Permitted Transferee if such Disposition has as a purpose for the avoidance of or is otherwise undertaken in contemplation of avoiding the restrictions on Dispositions in this Agreement (it being understood that the purpose of this Section 7.3(c7.2(b) is to prohibit the Disposition of Units to a Permitted Transferee followed by a change in the relationship between the transferor and the Permitted Transferee (or a change of Control control of such transferor or Permitted Transferee) after the Disposition with the result and effect that the transferor has indirectly made a Disposition of Units by using a Permitted Transferee, which Disposition would not have been directly permitted under this Section 7.3 7.2 had such change in such relationship occurred prior to such Disposition). (dc) In connection with PT Holdco’s prior written consent shall be required prior to (i) the issuance by PT Intermediate or PT Holdings of any Disposition membership interests, units, capital stock or other ownership interests of Preferred Units PT Intermediate or PT Holdings, respectively (including Management Unitscollectively, “Parent Equity Interests”) that a Committed Member is permitted to make under this Article 7, such Committed Member may also transfer all or a portion of such Member’s Remaining Commitment with the approval of the Board.and

Permitted Dispositions. (a) In addition to any Disposition expressly permitted by this Section 7.3, any Any holder of any Preferred Series A Units may Dispose of such Units to any Person, subject to the provisions of Section 7.1 and to the applicable provisions of Section 7.2(b), Section 7.2(b), Section 7.4 and Section 7.6. Notwithstanding the foregoing and for the avoidance of doubt, any member of the Warburg Pincus Group may Dispose of any Units to one or more Affiliates of Warburg Pincus LLC, subject only to the provisions of Section 7.1. (b) Any holder of any Units may Dispose of such Units by way of gift to a Permitted Transferee of such holder; provided, however, that (i) such Permitted Transferee shall not be entitled to make any further Dispositions in reliance upon this Section 7.3(b7.3(a), except for a Disposition of such acquired Series A Units back to such original holder or to another a Permitted Transferee of such holder or a Person to whom such transfer is permitted under Section 7.2original holder, and (ii) such Permitted Transferee must assume all of the obligations of the original holder of the such Series A Units and agree to comply with the provisions of the applicable Restricted Unit Agreement and this Agreement, as applicable. (cb) Notwithstanding anything to the contrary in provisions of this Section 7.3, a Member may not make a Disposition of Units to a Permitted Transferee if the purpose of such Disposition has as a purpose is the avoidance of or is otherwise undertaken in contemplation of avoiding the restrictions on Dispositions in this Agreement (it being understood that the purpose of this Section 7.3(c7.3(b) is to prohibit the Disposition of Units to a Permitted Transferee followed by a change in the relationship between the transferor and the Permitted Transferee (or a change of Control control of such transferor or Permitted Transferee) after the Disposition with the result and effect that the transferor has indirectly made a Disposition of Units by using a Permitted Transferee, which Disposition would not have been directly permitted under this Section 7.3 had such change in such relationship occurred prior to such Disposition). (c) A holder of Management Series A Units may pledge their Series A Units security for a loan to such Management Member; provided, it shall be a condition precedent to a any pledge of Management Series A Units that the terms and conditions therefor shall have been approved by the Board. In the event any pledge of Management Series A Units is approved by the Board, any transferee following foreclosure shall receive an economic interest in such Units only and will not be entitled to vote such Units or otherwise influence the Company’s course of action or conduct of business. (d) In connection with Each direct or indirect holder of Management Series A Units or Series B Units that is an entity agrees that no shares of its common stock or other equity interests may be Disposed of to any Disposition of Preferred Units (including Management Units) that Person other than a Committed Member is permitted to make under this Article 7, such Committed Member may also transfer all or a portion of such Member’s Remaining Commitment Permitted Transferee in accordance with the approval terms and provisions of the Boardthis Agreement.

Permitted Dispositions. None of the Borrower or any of the Subsidiaries will Dispose of any of its assets (including accounts receivable and Capital Securities of Subsidiaries) to any Person in one transaction or series of transactions unless such Disposition is: (a) In addition to any Disposition expressly permitted by this Section 7.3inventory, any holder and non-exclusive licenses of any Preferred Units may Dispose Intellectual Property in connection therewith, or obsolete, damaged, worn out or surplus property (including fixed assets no longer used or useful in the business of the Borrower and its Subsidiaries at the time of such Units to any Person, subject to Disposition) Disposed of in the provisions ordinary course of Section 7.1 and to the applicable provisions of Section 7.2(b), Section 7.2(b), Section 7.4 and Section 7.6. Notwithstanding the foregoing and for the avoidance of doubt, any member of the Warburg Pincus Group may Dispose of any Units to one or more Affiliates of Warburg Pincus LLC, subject only to the provisions of Section 7.1.its business; (b) Any holder a transaction permitted by Section 8.6 or Section 8.7; * CERTAIN INFORMATION IN THIS DOCUMENT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTION. (c) from the Borrower or a Subsidiary to the Borrower or another Guarantor (provided that the transferee takes such actions as the Lender may reasonably request to ensure the perfection and priority of the Liens in favor of the Lender over such transferred assets); (d) a license for the use of the Intellectual Property of the Borrower, or any Units of its Subsidiaries which does not result in a legal transfer of title of the licensed Intellectual Property but that may Dispose be exclusive in respects other than territory, including but not limited to field of such Units use, and that may be exclusive as to territory only as to discrete geographical areas outside of the United States; (e) pursuant to the definition of Permitted Joint Venture; (f) any Disposition of cash that is not otherwise prohibited by way the Loan Documents; (g) a disposition consisting of gift the sale, transfer, assignment or other disposition of unpaid and overdue accounts receivable in connection with the collection, compromise or settlement thereof in the ordinary course of business and not as part of a financing transaction; (h) a disposition of property to a Permitted Transferee of such holder; provided, however, the extent that (i) such Permitted Transferee shall not be entitled to make any further Dispositions in reliance upon this Section 7.3(b), except property is exchanged for a Disposition credit against the purchase price of similar replacement property or (ii) the proceeds (determined on an after-tax basis) of such acquired Units back disposition are applied to such original holder or to another Permitted Transferee the purchase price of such holder replacement; (i) a disposition resulting from Casualty Events; or (j) other Dispositions that are on fair market value terms in an arms-length transaction; provided that (A) in no event shall the aggregate cumulative amount of cash and noncash consideration payable in connection with Dispositions pursuant to this clause (j) exceed $[*], (B) not less than [*]% of the aggregate sales price from any one such Disposition shall be paid in cash at the closing of such Disposition or within 30 days thereafter, (C) immediately prior to and immediately after giving effect to any such Disposition, there does not exist a Person to whom such transfer is permitted under Section 7.2Default, and (iiD) such Permitted Transferee must assume all of the obligations of the original holder of the Units and agree to comply with the provisions of the applicable Restricted Unit Agreement and this Agreement, as applicable. (c) Notwithstanding anything to the contrary in this Section 7.3, a Member may not make a Disposition of Units to a Permitted Transferee if such Disposition has as a purpose the avoidance of or is otherwise undertaken in contemplation of avoiding the restrictions on Dispositions in this Agreement (it being understood that the purpose of this Section 7.3(c) is to prohibit the Disposition of Units to a Permitted Transferee followed by a change in the relationship between the transferor and the Permitted Transferee (or a change of Control of such transferor or Permitted Transferee) after the Disposition with the result and effect that the transferor has indirectly made a Disposition of Units by using a Permitted Transferee, which Disposition would not have been directly permitted under this Section 7.3 had such change in such relationship occurred prior to such Disposition). (d) In connection with any Disposition of Preferred Units permitted by this clause (including Management Unitsj) that a Committed Member is permitted to make under this Article 7, such Committed Member may also transfer all where the cash and noncash consideration (whether in one or a portion series of such Member’s Remaining Commitment with the approval transactions) exceeds $[*], an Authorized Officer of the BoardBorrower delivers a certificate to the Lender to the effect that each of clauses (A) through C) of this definition has been satisfied.

Permitted Dispositions. (a) In addition to any Disposition expressly permitted by this Section 7.3, any holder of any Preferred Units may Dispose of such Units to any Person, subject to the provisions of Section 7.1 and to the applicable provisions of Section 7.2(b), Section 7.2(b), Section 7.4 and Section 7.6. Notwithstanding the foregoing and for the avoidance of doubt, any member of the Warburg Pincus Group may Dispose of any Units to one or more Affiliates of Warburg Pincus LLC, subject only to the provisions of Section 7.1. (b) Any holder of Membership Interests may at any Units may time Dispose of such Units by way all or any portion of gift its Membership Interests to a Permitted Transferee of such holder, subject to the applicable provisions of Section 4.1 and Section 4.2; provided, however, that that: (i) such Permitted Transferee shall not be entitled to make any further Dispositions in reliance upon this Section 7.3(b)4.3, except for a Disposition of such acquired Units Membership Interests back to such original holder or to another Permitted Transferee of such holder or a Person to whom such transfer is permitted under Section 7.2original holder, and (ii) such Permitted Transferee must assume all of the obligations of the original holder of the Units Membership Interests under and agree to comply with the provisions of the this Agreement. In addition, any Permitted Transferee of Class B Units shall take such Class B Units subject to all terms and conditions of any applicable Restricted Unit Award Agreement and this Agreementapplicable service requirements thereunder (including for purposes of any vesting, as applicableforfeiture or repurchase provisions), with the terms and conditions of any such arrangement continuing to apply with respect to the service of the original grantee, purchaser or holder of such units. (cb) Notwithstanding anything to the contrary in this Section 7.3, a A Member may not make a Disposition of Units Membership Interests to a Permitted Transferee if such Disposition has as a purpose the avoidance of or is otherwise undertaken in contemplation of avoiding the restrictions on Dispositions in this Agreement (it being understood that the purpose of this Section 7.3(c4.3(b) is to prohibit the Disposition of Units Membership Interests to a Permitted Transferee followed by a change in the relationship between the transferor and the Permitted Transferee (or a change of Control of such transferor or Permitted Transferee) after the Disposition with the result and effect that the transferor has indirectly made a Disposition of Units Membership Interests by using a Permitted Transferee, which Disposition would not have been directly permitted under this Section 7.3 4.3 had such change in such relationship occurred prior to such Disposition). (d) In connection with any Disposition of Preferred Units (including Management Units) that a Committed Member is permitted to make under this Article 7, such Committed Member may also transfer all or a portion of such Member’s Remaining Commitment with the approval of the Board.

Permitted Dispositions. (a) In addition to any Disposition expressly permitted by this Section 7.3, any holder of any Preferred Units may Dispose of such Units to any Person, subject Subject to the provisions of Section 7.1 and to the applicable provisions of Section 7.2(b), Section 7.2(b), Section 7.4 and Section 7.6. Notwithstanding the foregoing and for the avoidance of doubt, any member of the Warburg Pincus Group Member may Dispose of its Units by way of gift to a Permitted Transferee of such holder; provided, however, that (i) such Permitted Transferee shall not be entitled to make any further Dispositions in reliance upon this Section 7.3(a), except for a Disposition of such acquired Units back to one such original holder or more Affiliates to another Permitted Transferee of Warburg Pincus LLCsuch holder or a Person to whom such transfer is permitted under Section 7.2, subject only and (ii) such Permitted Transferee must assume all of the obligations of the original holder of the Units under and agree to comply with the provisions of Section 7.1this Agreement. (b) Any holder of any Series B Units may Dispose of such Units by way of gift to a Permitted Transferee of such holder; provided, however, that (i) such Permitted Transferee shall not be entitled to make any further Dispositions in reliance upon this Section 7.3(b), except for a Disposition of such acquired Units back to such original holder or to another Permitted Transferee of such holder or a Person to whom such transfer is permitted under Section 7.2, and (ii) such Permitted Transferee must assume all of the obligations of the original holder of the Series B Units under and agree to comply with the provisions of the applicable Restricted Unit Agreement and this Agreement, as applicable. (c) Notwithstanding anything to the contrary in this Section 7.3, a A Member may not make a Disposition of Units to a Permitted Transferee if such Disposition has as a purpose the avoidance of or is otherwise undertaken in contemplation of avoiding the restrictions on Dispositions in this Agreement (it being understood that the purpose of this Section 7.3(c) is to prohibit the Disposition of Units to a Permitted Transferee followed by a change in the relationship between the transferor and the Permitted Transferee (or a change of Control of such transferor or Permitted Transferee) after the Disposition with the result and effect that the transferor has indirectly made a Disposition of Units by using a Permitted Transferee, which Disposition would not have been directly permitted under this Section 7.3 had such change in such relationship occurred prior to such Disposition). (d) In connection with any Disposition of Preferred Units (including Management Units) that a Committed Member is permitted to make under this Article 7, such Committed Member may also transfer all or a portion of such Member’s Remaining Commitment with the approval of the Board.

Permitted Dispositions. (a) In addition to any Disposition expressly permitted by this Section 7.3, any holder of any Preferred Units may Dispose of such Units to any Person, subject to the provisions of Section 7.1 and to the applicable provisions of Section 7.2(b), Section 7.2(b), Section 7.4 and Section 7.6. Notwithstanding the foregoing and for the avoidance of doubt, any member of the Warburg Pincus Group may Dispose of any Units to one or more Affiliates of Warburg Pincus LLC, subject only to the provisions of Section 7.1. (b) Any holder of any Units may Dispose of such Units by way of gift to a Permitted Transferee of such holder; provided, however, that (i) such Permitted Transferee shall not be entitled to make any further Dispositions in reliance upon this Section 7.3(b), except for a Disposition of such acquired Units back to such original holder or to another Permitted Transferee of such holder or a Person to whom such transfer is permitted under Section 7.2, and (ii) such Permitted Transferee must assume all of the obligations of the original holder of the Units and agree to comply with the provisions of the applicable Restricted Unit Agreement and this Agreement, as applicable. (c) Notwithstanding anything to the contrary in this Section 7.3, a Member may not make a Disposition of Units to a Permitted Transferee if such Disposition has as a purpose the avoidance of or is otherwise undertaken in contemplation of avoiding the restrictions on Dispositions in this Agreement (it being understood that the purpose of this Section 7.3(c) is to prohibit the Disposition of Units to a Permitted Transferee followed by a change in the relationship between the transferor and the Permitted Transferee (or a change of Control of such transferor or Permitted Transferee) after the Disposition with the result and effect that the transferor has indirectly made a Disposition of Units by using a Permitted Transferee, which Disposition would not have been directly permitted under this Section 7.3 had such change in such relationship occurred prior to such Disposition). (d) In connection with any Disposition of Preferred Units (including Management Units) that a Committed Member is permitted to make under this Article 7, such Committed Member may also transfer all or a portion of such Member’s Remaining Commitment with the approval of the Board.

Permitted Dispositions. Subject to compliance with the provisions of Section 4.1, a Member shall be permitted to Dispose of Membership Interests without the approval of the Board in the following circumstances: (a) In addition in the case of a Member which is a natural Person, any Disposition (i) in the event of death, to such Member’s legal representatives, estate or heirs pursuant to applicable laws of descent or (ii) without consideration to any Disposition expressly permitted trusts or partnerships controlled by this Section 7.3, any holder of any Preferred Units may Dispose (and which continue to be controlled by) such Member for the benefit of such Units Member’s immediate family, charitable entities or otherwise for estate planning purposes; (b) any Disposition without consideration to entities wholly owned (and which continue to be wholly owned) by the Disposing Member or any Person, subject entity that owns (and continues to own) 100% of the Disposing Member which is a special purpose entity without any operations; (c) any Disposition pursuant to the provisions of Section 7.1 and to the applicable provisions of Section 7.2(b), Section 7.2(b), Section 7.4 and Section 7.6. Notwithstanding the foregoing and for the avoidance of doubt, any member of the Warburg Pincus Group may Dispose of any Units to one 4.3 or more Affiliates of Warburg Pincus LLC, subject only to the provisions of Section 7.1.4.4; and (bd) Any holder any Disposition to Atlas Energy or any of any Units may Dispose of such Units by way of gift to a Permitted Transferee of such holder; provided, however, that (i) such Permitted Transferee shall not be entitled to make any further Dispositions in reliance upon this Section 7.3(b), except for a Disposition of such acquired Units back to such original holder or to another Permitted Transferee of such holder or a Person to whom such transfer is permitted under Section 7.2, and (ii) such Permitted Transferee must assume all of the obligations of the original holder of the Units and agree to comply with the provisions of the applicable Restricted Unit Agreement and this Agreement, as applicable. (c) its Affiliates. Notwithstanding anything to the contrary in this Section 7.3, a Member may not make a Disposition of Units to a Permitted Transferee if such Disposition has as a purpose the avoidance of or is otherwise undertaken in contemplation of avoiding the restrictions on Dispositions in this Agreement (it being understood that the purpose of this Section 7.3(c) is to prohibit the Disposition of Units to a Permitted Transferee followed by a change in the relationship between the transferor and the Permitted Transferee (or a change of Control of such transferor or Permitted Transferee) after the Disposition with the result and effect that the transferor has indirectly made a Disposition of Units by using a Permitted Transferee, which Disposition would not have been directly permitted under this Section 7.3 had such change in such relationship occurred prior to such Disposition). (d) In connection with any Disposition of Preferred Units contained herein (including Management Units) that a Committed Member is permitted to make under this Article 7IV), such Committed Member may also transfer all or a portion of such Member’s Remaining Commitment with without the approval of the Board, no Member shall Dispose of any Membership Interests or any Derivatives (or create any Derivatives) if such Disposition or creation would cause (1) the Company to be taxed as a C Corporation, (2) a termination of the Company for purposes of Section 708 of the Code or (3) the Company to be treated as a publicly traded partnership for purposes of Section 7704 of the Code. In addition, notwithstanding anything to the contrary contained herein (including this Article IV), no Member shall Dispose of any Membership Interests or any Derivatives (or create any Derivatives) if such Disposition or creation would constitute a violation of any federal or state securities or blue sky laws or a breach of the conditions to any exemption from registration of the Membership Interests under any such laws or a breach of any undertaking or agreement of a Member entered into pursuant to such laws or in connection with obtaining an exemption thereunder, and, if required by the Board, the Company shall not reflect any Disposition upon its books of any Membership Interests unless prior thereto the Company has received an opinion of counsel in form and substance reasonably satisfactory to the Company that such Disposition is in compliance with this Article IV.

Permitted Dispositions. (a) In addition Subject to any Disposition expressly permitted approval by this the Board as required by Section 7.3, any holder of any Preferred Units may Dispose of such Units to any Person, subject to the provisions of Section 7.1 7.2(a)(i) and to the applicable provisions of Section 7.2(b7.1 (but not subject to Section 7.4 or Section 7.6), Section 7.2(b)NEXEO SOLUTIONS HOLDINGS, Section 7.4 and Section 7.6. Notwithstanding the foregoing and for the avoidance of doubt, LLC LIMITED LIABILITY COMPANY AGREEMENT any member of the Warburg Pincus Group may Dispose of any Units to one or more Affiliates of Warburg Pincus LLC, subject only to the provisions of Section 7.1. (b) Any holder of any Units may Dispose of such Units by way of gift to a Permitted Transferee of such holder; provided, however, that (i) such Permitted Transferee shall not be entitled to make any further Dispositions in reliance upon this Section 7.3(b7.3(a), except for a Disposition of such acquired Units back to such original holder or to another Permitted Transferee of such original holder or a Person to whom such transfer is permitted under Section 7.2, and (ii) such Permitted Transferee must assume all of the obligations of the original holder of the Units under and agree to comply with the provisions of this Agreement and, if such Units are Restricted Series A Units or Series B Units, the applicable Restricted Unit Award Agreement and this Agreement(iii) if a Permitted Transferee of Units at any time ceases to be a Permitted Transferee of such original holder, as applicablethen such transferee shall make a Disposition of such acquired Units back to such original holder or to another Permitted Transferee of such original holder and if the transferee fails to make such a Disposition within 45 days of the transferee ceasing to be a Permitted Transferee of such original holder, then the Company may, at its option, cause such transferee to forfeit such Units to the Company. (cb) Notwithstanding anything to the contrary in this Section 7.3, a A Member may not make a Disposition of Units to a Permitted Transferee if such Disposition has as a purpose the avoidance of or is otherwise undertaken in contemplation of avoiding the restrictions on Dispositions in this Agreement (it being understood that the purpose of this Section 7.3(c) is to prohibit the Disposition of Units to a Permitted Transferee followed by a change in the relationship between the transferor and the Permitted Transferee (or a change of Control of such transferor or Permitted Transferee) after the Disposition with the result and effect that the transferor has indirectly made a Disposition of Units by using a Permitted Transferee, which Disposition would not have been directly permitted under this Section 7.3 had such change in such relationship occurred prior to such Disposition)Agreement. (d) In connection with any Disposition of Preferred Units (including Management Units) that a Committed Member is permitted to make under this Article 7, such Committed Member may also transfer all or a portion of such Member’s Remaining Commitment with the approval of the Board.

Permitted Dispositions. (a) In addition to any Disposition expressly permitted by this Section 7.3, any holder of any Preferred Units may Dispose of such Units to any Person, subject Subject to the provisions of Section 7.1 and to the applicable provisions of Section 7.2(b)5.1, Section 7.2(b), Section 7.4 and Section 7.6. Notwithstanding the foregoing and for the avoidance of doubt, a Management Unitholder may at any member of the Warburg Pincus Group may Dispose time make a Disposition of any or all of his Units to one or more Affiliates of Warburg Pincus LLC, subject only to the provisions of Section 7.1. (b) Any holder of any Units may Dispose of such Units by way of gift to Person who is a Permitted Transferee of such holder; providedwith respect to the transferor Management Unitholder, however, that (i) and such Permitted Transferee shall not be entitled to make any further Dispositions in reliance upon this Section 7.3(b)5.2, except for a Disposition of such acquired Units back to such original holder or transferor Management Unitholder. Any Units transferred by a Management Unitholder to another a Permitted Transferee of such holder or Management Unitholder shall be deemed to continue to be owned by such Management Unitholder for purposes of Sections 11.1 and 11.2 hereof and as a Person condition to whom any such transfer is permitted under Section 7.2transfer, and (ii) such Permitted Transferee must assume all of the obligations of the original holder of the Units and agree to comply with the provisions of Sections 11.1 and 11.2 as if such Units were owned by such Management Unitholder. (b) Subject to the applicable Restricted Unit Agreement provisions of Section 5.1, an Investor Unitholder may at any time or times make a Disposition of any or all of its Units to any Person who is a Permitted Transferee with respect to the transferor Investor Unitholder (and this Agreement, as applicableeach such Permitted Transferee may in turn make any such Disposition to another Person who is a Permitted Transferee with respect to the initial transferor Investor Unitholder upon the same terms and conditions). (c) Notwithstanding anything A Disposition of any kind or character otherwise prohibited by this Agreement may be permitted if approved by the Supermajority Holders. (d) Any conversion of Convertible preferred Units in accordance with the Series A Convertible Preferred Unit Designation, the Series B Convertible Preferred Unit Designation or the Series C Convertible Preferred Unit Designation shall be a permitted Disposition. (e) Any transfer of Units pursuant to Sections 11.1, 11.2 or 11.3 shall be a permitted Disposition. (f) Any transfer of Management Units by a Management Unitholder to the contrary in Company shall be a permitted Disposition. (g) Any transfer of Units to a Permitted Transferee made pursuant to this Section 7.35.2 and any other Disposition permitted by this Section 5.2 shall not be subject to the terms of Sections 5.3 through 5.6 hereof. (h) Any conversion of Units in connection with an IPO Conversion pursuant to Section 5.9(a) shall be a permitted Disposition. (i) Notwithstanding the provisions of this Section 5.2, a Member may not make a Disposition of Membership Interests or Units to a Permitted Transferee if such Disposition has as a purpose the avoidance of (or is otherwise undertaken in contemplation of avoiding the the) restrictions on Dispositions in this Agreement (it being understood that the purpose of this Section 7.3(c5.2(i) is to prohibit the Disposition of Membership Interests or Units to a Permitted Transferee followed by a change in the relationship between the transferor and the Permitted Transferee (or a change of Control control of such transferor or Permitted Transferee) after the Disposition with the result and effect that the transferor has indirectly made a Disposition of Membership Interests or Units by using a Permitted Transferee, which Disposition would not have been directly permitted under this Section 7.3 5.2 had such change in such relationship occurred prior to such Disposition). (dj) In connection Each Member that is an entity that was formed for the sole or principal purpose of directly or indirectly acquiring Membership Interests or Units or an entity whose principal asset is its Membership Interests or Units, or direct or indirect interests in Membership Interests or Units, agrees that it will not permit dispositions of equity interests in such Member in a single transaction or series of related transactions if such dispositions collectively would result in equity interests in such Member representing a majority of the economic or voting interests in such Member being owned or Controlled by a Person or Persons that do not own an equity interest in such Member as of the Effective Date (or, if such Membership Interests or Units were Disposed of in accordance with any this Article 5, then as of the date of such Disposition) unless such Member requires such dispositions of such equity interests to be treated as a Disposition of Preferred Membership Interests or Units hereunder. (including Management Unitsk) that Any Disposition of Units previously issued pursuant to Section 4.6 shall be a Committed Member is permitted Permitted Disposition except to make under this Article 7, such Committed Member may also transfer all or a portion of such Member’s Remaining Commitment with the approval of extent restricted pursuant to the Boardapplicable Series Designation.