Common use of PERMITTED TRANSFERS OF INTERESTS; RIGHT OF FIRST OFFER Clause in Contracts

PERMITTED TRANSFERS OF INTERESTS; RIGHT OF FIRST OFFER. 9.2.1 The Non-Managing Member, from time to time and in its sole discretion, without the consent of the Managing Member, may Transfer its Interest in whole, or in part, to any party, provided such transferee agrees to be bound by all the terms, conditions and provisions of this Agreement (including the provisions of this Article 9). Any Transfer of the Non-Managing Member's Interest to a third party shall be deemed a Permitted Transfer, and if such transferee acquires all of the Non-Managing Member's Interest, such transferee shall be admitted as a Substitute Member pursuant to Section 9.3. 9.2.2 Notwithstanding the foregoing, in the event of a proposed transfer of all or part of the Non-Managing Member's Interest to a third-party that is not an affiliate of PAH in a transaction that would cause PAH to recognize any of the "built-in gain" with respect to its interest in the Company or the assets of the Company (a "SPECIAL TRANSFER EVENT"), the following procedures shall apply: 9.2.2.1 The Non-Managing Member shall, prior to any transfer permitted under subsection 9.2.1, offer in writing (the "FIRST OFFER NOTICE") to sell to the Managing Member all or any part of its Percentage Interest (the "OFFERED PERCENTAGE INTEREST"). The Managing Member shall notify the Non- Managing Member within fifteen (15) Business Days of receipt of the First Offer Notice that the Managing Member either: a) is willing to purchase the Offered Percentage Interest at a given price (the "FIRST OFFER PRICE"), or b) is unwilling to purchase the Offered Percentage Interest. A failure to respond to a First Offer Notice within such fifteen (15) Business Day period shall be deemed to be an election not to purchase the Percentage Interest. 9.2.2.2 If the Managing Member has timely offered elected to purchase the Percentage Interest specified in the First Offer Notice, then the Non- Managing Member may: a) sell the Offered Percentage Interest to the Managing Member at the First Offer Price (which, the sale shall be without recourse, representation or warranty, except that the Non-Managing Member shall represent and warrant that it has authority to sell, and owns the Interest free and clear of liens or claims of third parties) or b) elect to market and sell the Offered Percentage Interest to third parties within 180 days of receiving the First Offer Price at a price not less than ninety-eight percent (98%) of the First Offer Price. If the Non-Managing Member does not transfer its interest within such 180 day period, then prior to any transfer which would result in a Special Transfer Event, the Non-Managing Member shall again comply with the terms of this subsection 9.2.2. 9.2.3 Any Permitted Transfer shall not relieve the transferor of any of its obligations prior to such Transfer. Nothing contained in this Article 9 shall prohibit a Transfer indirectly of a Member's Interest in the Company if a direct Transfer would otherwise be permitted under this Section 9.

PERMITTED TRANSFERS OF INTERESTS; RIGHT OF FIRST OFFER. 9.2.1 The Non-Managing Member, from time to time and in its sole discretion, without the consent of the Managing Member, may Transfer its Interest in whole, or in part, to any party, provided such transferee agrees to be bound by all the terms, conditions and provisions of this Agreement (including the provisions of this Article 9). Any Transfer of the Non-Managing Member's Interest to a third party shall be deemed a Permitted Transfer, and if such transferee acquires all of the Non-Managing Member's Interest, such transferee shall be admitted as a Substitute Member pursuant to Section 9.3. 9.2.2 Notwithstanding the foregoing, in the event of a proposed transfer of all or part of the Non-Managing Member's Interest to a third-party that is not an affiliate of PAH in a transaction that would cause PAH to recognize any of the "built-in gain" with respect to its interest in the Company or the assets of the Company (a "SPECIAL TRANSFER EVENT"), the following procedures shall apply: 9.2.2.1 The Non-Managing Member shall, prior to any transfer permitted under subsection 9.2.1, offer in writing (the "FIRST OFFER NOTICE") to sell to the Managing Member all or any part of its Percentage Interest (the "OFFERED PERCENTAGE INTEREST"). The Managing Member shall notify the Non- Non-Managing Member within fifteen (15) Business Days of receipt of the First Offer Notice that the Managing Member either: a) is willing to purchase the Offered Percentage Interest at a given price (the "FIRST OFFER PRICE"), or b) is unwilling to purchase the Offered Percentage Interest. A failure to respond to a First Offer Notice within such fifteen (15) Business Business-Day period shall be deemed to be an election not to purchase the Percentage Interest. 9.2.2.2 If the Managing Member has timely offered elected to purchase the Percentage Interest specified in the First Offer Notice, then the Non- Non-Managing Member may: a) sell the Offered Percentage Interest to the Managing Member at the First Offer Price (which, the sale shall be without recourse, representation or warranty, except that the Non-Managing Member shall represent and warrant that it has authority to sell, and owns the Interest free and clear of liens or claims of third parties) or b) elect to market and sell the Offered Percentage Interest to third parties within 180 days of receiving the First Offer Price at a price not less than ninety-eight percent (98%) of the First Offer Price. If the Non-Managing Member does not transfer its interest within such 180 day period, then prior to any transfer which would result in a Special Transfer Event, the Non-Managing Member shall again comply with the terms of this subsection 9.2.2. 9.2.3 Any Permitted Transfer shall not relieve the transferor of any of its obligations prior to such Transfer. Nothing contained in this Article 9 shall prohibit a Transfer indirectly of a Member's Interest in the Company if a direct Transfer would otherwise be permitted under this Section 9.

PERMITTED TRANSFERS OF INTERESTS; RIGHT OF FIRST OFFER. 9.2.1 The Non-Managing Member, from time to time and in its sole discretion, without the consent of the Managing Member, may Transfer its Interest in whole, or in part, to any party, provided such transferee agrees to be bound by all the terms, conditions and provisions of this Agreement (including the provisions of this Article 9). Any Transfer of the Non-Managing Member's Interest to a third party shall be deemed a Permitted Transfer, and if such transferee acquires all of the Non-Managing Member's Interest, such transferee shall be admitted as a Substitute Member pursuant to Section 9.3.. If the Non-Managing Member elects to sell its interest to the Managing 9.2.2 Notwithstanding the foregoing, in the event of if a proposed transfer of all or part of the Non-Managing Member's Interest to a third-party that is not an affiliate of PAH would result in a transaction that would cause PAH to recognize any of the "built-in gain" with respect to its interest in the Company or the assets of the Company (a "SPECIAL TRANSFER EVENT")Special Tax Event, the following procedures shall apply: 9.2.2.1 The Non-Managing Member shall, prior to any transfer permitted under subsection 9.2.1, offer in writing (the "FIRST OFFER NOTICE") to sell to the Managing Member all or any part of its Percentage Interest (the "OFFERED PERCENTAGE INTEREST"). The Managing Member shall notify the Non- Non-Managing Member within fifteen (15) Business Days of receipt of the First Offer Notice that the Managing Member either: a) is willing to purchase the Offered Percentage Interest at a given price (the "FIRST OFFER PRICE"), or b) is unwilling to purchase the Offered Percentage Interest. A failure to respond to a First Offer Notice within such fifteen (15) Business Day period shall be deemed to be an election not to purchase the Percentage Interest. 9.2.2.2 If the Managing Member has timely offered elected to purchase the Percentage Interest specified in the First Offer Notice, then the Non- Non-Managing Member may: a) sell the Offered Percentage Interest to the Managing Member at the First Offer Price (which, the sale shall be without recourse, representation or warranty, except that the Non-Managing Member shall represent and warrant that it has authority to sell, and owns the Interest free and clear of liens or claims of third parties) or b) elect to market and sell the Offered Percentage Interest to third parties within 180 days of receiving the First Offer Price at a price not less than ninety-eight percent (98%) of the First Offer Price. If the Non-Managing Member does not transfer its interest within such 180 day period, then prior to any transfer which would result in a Special Transfer Tax Event, the Non-Managing Member shall again comply with the terms of this subsection 9.2.2. 9.2.3 Any Permitted Transfer shall not relieve the transferor of any of its obligations prior to such Transfer. Nothing contained in this Article 9 shall prohibit a Transfer indirectly of a Member's Interest in the Company if a direct Transfer would otherwise be permitted under this Section 9.

PERMITTED TRANSFERS OF INTERESTS; RIGHT OF FIRST OFFER. 9.2.1 The Non-Managing Member, from time to time and in its sole discretion, without the consent of the Managing Member, may Transfer its Interest in whole, or in part, to any party, provided such transferee agrees to be bound by all the terms, conditions and provisions of this Agreement (including the provisions of this Article 9). Any Transfer of the Non-Managing Member's Interest to a third party shall be deemed a Permitted Transfer, and if such transferee acquires all of the Non-Managing Member's Interest, such transferee shall be admitted as a Substitute Member pursuant to Section 9.3.. If the Non-Managing Member elects to sell its interest to the Managing 9.2.2 Notwithstanding the foregoing, in the event of if a proposed transfer of all or part of the Non-Managing Member's Interest to a third-party that is not an affiliate of PAH would result in a transaction that would cause PAH to recognize any of the "built-in gain" with respect to its interest in the Company or the assets of the Company (a "SPECIAL TRANSFER EVENT")Special Tax Event, the following procedures shall apply: 9.2.2.1 The Non-Managing Member shall, prior to any transfer permitted under subsection 9.2.1, offer in writing (the "FIRST OFFER NOTICEFirst Offer Notice") to sell to the Managing Member all or any part of its Percentage Interest (the "OFFERED PERCENTAGE INTERESTOffered Percentage Interest"). The Managing Member shall notify the Non- Non-Managing Member within fifteen (15) Business Days of receipt of the First Offer Notice that the Managing Member either: a) is willing to purchase the Offered Percentage Interest at a given price (the "FIRST OFFER PRICEFirst Offer Price"), or b) is unwilling to purchase the Offered Percentage Interest. A failure to respond to a First Offer Notice within such fifteen (15) Business Day period shall be deemed to be an election not to purchase the Percentage Interest. 9.2.2.2 If the Managing Member has timely offered elected to purchase the Percentage Interest specified in the First Offer Notice, then the Non- Non-Managing Member may: a) sell the Offered Percentage Interest to the Managing Member at the First Offer Price (which, the sale shall be without recourse, representation or warranty, except that the Non-Managing Member shall represent and warrant that it has authority to sell, and owns the Interest free and clear of liens or claims of third parties) or b) elect to market and sell the Offered Percentage Interest to third parties within 180 days of receiving the First Offer Price at a price not less than ninety-eight percent (98%) of the First Offer Price. If the Non-Managing Member does not transfer its interest within such 180 day period, then prior to any transfer which would result in a Special Transfer Tax Event, the Non-Managing Member shall again comply with the terms of this subsection 9.2.2. 9.2.3 Any Permitted Transfer shall not relieve the transferor of any of its obligations prior to such Transfer. Nothing contained in this Article 9 shall prohibit a Transfer indirectly of a Member's Interest in the Company if a direct Transfer would otherwise be permitted under this Section 9.would