Common use of Restrictions on Dispositions Clause in Contracts

Restrictions on Dispositions. During the Standstill Period, Shareholder shall not, and shall cause its Controlled Affiliates not to, directly or indirectly (including, without limitation, through the disposition or transfer of control of another Person), sell, assign, donate, transfer, pledge, hypothecate, grant any option with respect to or otherwise dispose of any interest in (or enter into an agreement or understanding with respect to the foregoing) any Voting Securities (a "Disposition"), except as set forth below in this Section 4.1; provided, however, that the restrictions set forth in Sections 4.1 through 4.4 shall not apply to Shareholder if a Bankruptcy Event has occurred during the Standstill Period. Without limiting the generality of the foregoing, any sale of securities of Shareholder or any of its Controlled Affiliates which is currently (or following the passage of time, the occurrence of any event or the giving of notice), directly or indirectly, exchangeable or exercisable for, or convertible into, any Voting Securities shall constitute a Disposition of such Voting Securities. (a) Dispositions may be made to a Controlled Affiliate of Shareholder; provided, that such Controlled Affiliate agrees in writing to be bound by this Agreement to the same extent as Shareholder. (b) Dispositions of Voting Securities may be made pursuant to a bona fide public offering in a firm commitment or best efforts underwriting managed by a United States nationally recognized underwriter, effected in accordance with the registration rights provisions in Article 5 and which provides for a widely distributed public offering in accordance therewith (an "Underwritten Offering"); provided, that, prior to any such Disposition, Shareholder and its Controlled Affiliates shall have complied with the provisions of Section 4.2 or Section 4.3 hereof, as the case may be; provided, further, that such Dispositions shall not be made to any Person who or which, together with such Person's Affiliates and the members of any Group existing with respect to Voting Securities of which such Person is a part (any such Person and its Affiliates and Group members being collectively referred to herein as a "Purchasing Person"), would immediately thereafter, to the knowledge of Shareholder, any of its Controlled Affiliates, or the managing underwriter(s) beneficially own Voting Securities representing three and one-half percent (3.5%) or more of the Total Voting Power. (c) Dispositions of Voting Securities may be made pursuant to sales effected in accordance with Rule 144 under the Securities Act (or any successor rule) (a "Rule 144 Sale"); provided that, prior to any such Disposition, Shareholder and its Controlled Affiliates shall have complied with the provisions of Section 4.2 or Section 4.3 hereof, as the case may be; provided, further, that such Dispositions shall not be made to any Purchasing Person who or which would immediately thereafter, to the knowledge of Shareholder, any of its Controlled Affiliates, or Shareholder's broker, beneficially own Voting Securities representing three and one-half percent (3.5%) or more of the Total Voting Power. (d) Dispositions may be made to any Purchasing Person (other than pursuant to a tender or exchange offer) that would, following such sale, beneficially own no more than three and one-half percent (3.5%) of the Total Voting Power (a "Private Sale") (and such Purchasing Person shall have provided a certificate to such effect); provided that prior to such Disposition, Shareholder shall have complied with the provisions of Section 4.2 or Section 4.3 hereof, as the case may be. (e) Dispositions may be made to the Company in accordance with Sections 4.2 and 4.3 hereof. (f) Dispositions may be made pursuant to a tender offer or exchange offer or any other transaction with a third party (a "Third Party Offeror") which is recommended to the shareholders of the Company generally by at least a majority of the Continuing Directors of the Company. "Continuing Director" shall mean a member of the Board of Directors of the Company who is not a Third Party Offeror or an Affiliate of a Third Party Offeror (or a representative or nominee of a Third Party Offeror or any such Affiliate) and who either (i) was a member of the Board of Directors prior to the date hereof or (ii) subsequently became a director of the Company and whose election or nomination for election was approved or recommended by a vote of a majority of the Board of Directors of the Company, which majority included a majority of the Continuing Directors then on the Board of Directors.

Restrictions on Dispositions. During the Standstill Periodterm hereof, Shareholder the CHP ---------------------------- Parties shall not, and shall cause its Controlled Affiliates not to, directly or indirectly (including, without limitation, through the disposition or transfer of control of another Person)indirectly, sell, assign, donate, transfer, pledge, hypothecate, grant any option with respect to transfer or otherwise dispose of any interest Equity Shares, except: (i) in transactions under Rule 144 promulgated under the Securities Act of 1933, as amended (the "Securities Act") or enter into an agreement or understanding with respect other exemption from registration thereunder (except as limited pursuant to the foregoing) any Voting Securities clause (a "Disposition"ii), except as set forth below in this Section 4.1; provided, however, that the restrictions set forth in Sections 4.1 through 4.4 shall not apply to Shareholder if a Bankruptcy Event has occurred during the Standstill Period. Without limiting the generality of the foregoing, any sale of securities of Shareholder or any of its Controlled Affiliates which is currently (or following the passage of time, the occurrence of any event or the giving of noticebelow), directly or indirectly, exchangeable or exercisable for, or convertible into, any Voting Securities shall constitute a Disposition of such Voting Securities.; (aii) Dispositions may be made to in a Controlled Affiliate of Shareholder; provided, that such Controlled Affiliate agrees in writing to be bound by this Agreement to the same extent as Shareholder.private transaction; (biii) Dispositions of Voting Securities may be made pursuant in response to a bona fide public offering in a firm commitment or best efforts underwriting managed by a United States nationally recognized underwriter, effected in accordance with the registration rights provisions in Article 5 and which provides for a widely distributed public offering in accordance therewith (an "Underwritten Offering"); provided, that, prior to any such Disposition, Shareholder and its Controlled Affiliates shall have complied with the provisions of Section 4.2 or Section 4.3 hereof, as the case may be; provided, further, that such Dispositions shall not be made to any Person who or which, together with such Person's Affiliates and the members of any Group existing with respect to Voting Securities of which such Person is a part (any such Person and its Affiliates and Group members being collectively referred to herein as a "Purchasing Person"), would immediately thereafter, to the knowledge of Shareholder, any of its Controlled Affiliates, or the managing underwriter(s) beneficially own Voting Securities representing three and one-half percent (3.5%) or more of the Total Voting Power. (c) Dispositions of Voting Securities may be made pursuant to sales effected in accordance with Rule 144 under the Securities Act (or any successor rule) (a "Rule 144 Sale"); provided that, prior to any such Disposition, Shareholder and its Controlled Affiliates shall have complied with the provisions of Section 4.2 or Section 4.3 hereof, as the case may be; provided, further, that such Dispositions shall not be made to any Purchasing Person who or which would immediately thereafter, to the knowledge of Shareholder, any of its Controlled Affiliates, or Shareholder's broker, beneficially own Voting Securities representing three and one-half percent (3.5%) or more of the Total Voting Power. (d) Dispositions may be made to any Purchasing Person (other than pursuant to a tender or exchange offer) that would, following such sale, beneficially own no more than three and one-half percent (3.5%) of the Total Voting Power (a "Private Sale") (and such Purchasing Person shall have provided a certificate to such effect); provided that prior to such Disposition, Shareholder shall have complied with the provisions of Section 4.2 or Section 4.3 hereof, as the case may be. (e) Dispositions may be made to the Company in accordance with Sections 4.2 and 4.3 hereof. (f) Dispositions may be made pursuant to a tender offer or exchange offer or any other transaction with by a third party (a "Third Party Offeror") for all of the outstanding Equity Shares which is recommended to the shareholders of the Company generally HT by at least a majority of the Continuing Directors HT Board of Trustees deemed "independent" under the listing standards of the Company. securities exchange or automated quotation system on which the HT Class A Common Shares are listed or, if none, who are not affiliated with the CHP Parties ("Continuing Director" shall mean Independent Trustees"); (iv) in a member merger, consolidation, statutory share exchange or any other similar transaction or "business combination", as defined in Section 145 of the Board of Directors of the Company who Securities Act with a third party which is not a Third Party Offeror or an Affiliate of a Third Party Offeror (or a representative or nominee of a Third Party Offeror or any such Affiliate) and who either (i) was a member of the Board of Directors prior recommended to the date hereof or (ii) subsequently became a director shareholders of the Company and whose election or nomination for election was approved or recommended HT by a vote of a majority of the Board of Directors Independent Trustees; or (v) pursuant to registration rights of the CompanyCHP Parties pursuant to a Registration Rights Agreement of even date herewith between HT, which majority included a majority HLP and the CHP Parties; provided, that (i) no transferee pursuant to any of clauses (i) through -------- (v), above, shall beneficially own or Constructively Own Equity Shares in excess of 9.9% of the Continuing Directors then on aggregate number of outstanding HT Common Shares as a result of such transfer, (ii) any such transfer otherwise shall comply with the Board Excess Share Provisions and (iii) any Equity Shares transferred pursuant to any of Directorsclauses (i) through (v) above shall cease to be CHP Proxy Shares hereunder for so long as such shares are beneficially owned or Constructively Owned by anyone other than an Affiliated Person (as defined herein).

Restrictions on Dispositions. During the Standstill ---------------------------- Period, each Shareholder shall not, and shall cause its Controlled Affiliates not to, directly or indirectly (including, without limitation, through the disposition or transfer of control of another Person), sell, assign, donate, transfer, pledge, hypothecate, grant any option with respect to or otherwise dispose of any interest in (or enter into an agreement or understanding with respect to the foregoing) any Voting Securities (a "Disposition"), except ----------- as set forth below in this Section 4.1; provided, however, that the restrictions set forth in Sections 4.1 through 4.4 shall not apply to Shareholder if a Bankruptcy Event has occurred during the Standstill Period. Without limiting the generality of the ----------- foregoing, any sale of securities of held by any Shareholder or any of its Controlled Affiliates which is currently (or following the passage of time, the occurrence of any event or the giving of notice), directly or indirectly, exchangeable or exercisable for, or convertible into, any Voting Securities shall constitute a Disposition of such Voting Securities.. Dispositions may be effected by a Shareholder during the Standstill Period as follows: (a) No Dispositions of any nature may be made to a Controlled Affiliate of Shareholder; provided, that such Controlled Affiliate agrees in writing to be bound by this Agreement prior to the same extent as Shareholder.first anniversary of the purchase of the Senior Preferred Stock pursuant to the Preferred Stock Purchase Agreement, except pursuant to Sections 4.1(b) through --------------- 4.1(f). ------ (b) As of the date of purchase of the shares of Senior Preferred Stock pursuant to the Preferred Stock Purchase Agreement (the "Purchase Date"), ------------- with respect to the Shares, and after the first anniversary of the Purchase Date, with respect to all other Voting Securities, Dispositions of Voting Securities may be made pursuant to a bona fide public offering at any time in a firm commitment or best efforts underwriting managed by a United States nationally recognized underwriter, effected in accordance compliance with the registration rights provisions in Article 5 and which provides for a widely distributed public offering in accordance therewith (an "Underwritten Offering"); provided, that, prior to any such Disposition, Shareholder and its Controlled Affiliates shall have complied with the provisions of Section 4.2 or Section 4.3 hereof, as the case may be; provided, further, that such Dispositions shall not be made to any Person who or which, together with such Person's Affiliates and the members of any Group existing with respect to Voting Securities of which such Person is a part (any such Person and its Affiliates and Group members being collectively referred to herein as a "Purchasing Person"), would immediately thereafter, to the knowledge of Shareholder, any of its Controlled Affiliates, or the managing underwriter(s) beneficially own Voting Securities representing three and one-half percent (3.5%) or more of the Total Voting PowerRegistration Rights Agreement. (c) As of the Purchase Date, with respect to the Shares, and after the first anniversary of the Purchase Date, with respect to all other Voting Securities, Dispositions of Voting Securities may be made pursuant to sales effected in accordance with Rule 144 under the Securities Act (or any successor rule) (a "Rule 144 -------- Sale"); provided that, prior to any such Disposition, Shareholder and its Controlled Affiliates shall have complied with the provisions of Section 4.2 or Section 4.3 hereof, as the case may be; provided, further, that such Dispositions shall not be made to any Purchasing Person who or ---- -------- which would immediately thereafter, to the knowledge of such Shareholder, any of its Controlled Affiliates, or such Shareholder's broker, beneficially own Voting Securities representing three and one-half percent (3.5%) 9% or more of the Total Voting PowerPower (and such Person shall have provided a certificate to such effect). (d) As of the Purchase Date, with respect to the Shares, and after the first anniversary of the Purchase Date, with respect to all other Voting Securities, Dispositions may be made to any Purchasing Person (other than pursuant to a tender or exchange offerReorganization Transaction) that would, following such sale, beneficially own no more than three and one-half percent (3.5%) 9% of the Total Voting Power (a "Private Sale") (and such Purchasing Person shall have provided a certificate to such effect); provided that prior to such Disposition, Shareholder shall have complied with the provisions of Section 4.2 or Section 4.3 hereof, as the case may be. (e) Dispositions may be made to the Company in accordance with Sections 4.2 and 4.3 hereof. (f) Dispositions may be made pursuant to a merger transaction or other business combinations or a tender offer or exchange offer or any other transaction with a third party (a "Third Party Offeror") for outstanding shares of Common Stock which is recommended to the shareholders of the Company generally by at least a majority of the Continuing Directors entire Board of Directors, on the terms and conditions of such transaction available to all other holders of shares of Common Stock or on terms and conditions recommended by at least a majority of the Company. "Continuing Director" shall mean a member of the entire Board of Directors of (excluding the Company who is not Apollo/Blackstone Designees) as to the Preferred Stock and Junior Preferred Stock. (f) Dispositions may be made by a Third Party Offeror or an Affiliate of a Third Party Offeror (or a representative or nominee of a Third Party Offeror or any such Affiliate) and who either Shareholder to (i) was a member of the Board of Directors prior to the date hereof any other Shareholder or (ii) subsequently became any Related Person of any Shareholder that executes an instrument in form and substance satisfactory to the Company in which it makes the representations and warranties set forth in Section 1.3(b) as of the date of -------------- the execution of such instrument and agrees to be bound by the terms of this Agreement as if an original signatory to this Agreement (such transferee, a director "Related Transferee"), in which case such Related Transferee shall thereafter be ------------------ a "Shareholder" for all purposes of this Agreement. (g) With respect to Voting Securities which are, by their terms, convertible into or exercisable or exchangeable for other Voting Securities such conversion, exercise or exchange shall not be deemed a Disposition. Without limiting the foregoing, the Company acknowledges that the conversion of shares of Senior Preferred Stock or shares of Junior Preferred Stock into Conversion Shares shall not be a Disposition. (h) Each Shareholder agrees that during the Standstill Period, without the consent of the managing underwriter(s) in an underwritten offering in respect of the Company's Voting Securities, it will not effect any sale or distribution of Voting Securities (other than in connection with such Shareholder's own registration pursuant to paragraph (b) of this Section 4.1), ----------- including a Rule 144 Sale, during the ten (10) day period prior to, and during the ninety (90) day period beginning on, the effective date of the registration statement filed by the Company in respect of such underwritten offering, or any shorter period as may apply to the Company and whose election or nomination for election was approved or recommended by a vote of a majority of the Board of Directors of the Company, which majority included a majority of the Continuing Directors then on the Board of Directorsits affiliates.

Restrictions on Dispositions. During the Standstill Period(1) Subject to Section 4.3, Shareholder Weichai shall not, and shall cause its Controlled Affiliates not to, directly or indirectly (including, without limitation, through the disposition or transfer of control of another Person), sell, assign, donate, transfer, pledge, hypothecate, grant any option with respect to transfer or otherwise dispose of any interest in (or enter into an agreement or understanding with respect to the foregoing) any Voting Securities (a "Disposition"), except as set forth below in this Section 4.1; provided, however, that the restrictions set forth in Sections 4.1 through 4.4 shall not apply to Shareholder if a Bankruptcy Event has occurred during the Standstill Period. Without limiting the generality of the foregoing, any sale of securities of Shareholder or any of its Controlled Affiliates which is currently (or following the passage of time, the occurrence of any event or the giving of notice)dispose, directly or indirectly, exchangeable all or exercisable forany portion of the Subscription Shares or sell, transfer or convertible into, any Voting Securities shall constitute a Disposition otherwise dispose of its economic interest therein or economic consequences of ownership of such Voting Securities. Shares for a period of two (a2) Dispositions may be years following the Closing Date (the "Standstill Period") without the prior written consent of the Board (with the Director Nominees of Weichai excluded from such approval vote). Notwithstanding the foregoing, the restriction on Weichai set out above will not apply: (i) to a sale, transfer or disposition pursuant to any plan of arrangement, re-organization, amalgamation, takeover bid, merger or other similar combination transaction where an offer to purchase or exchange or reorganize the Voting Shares has been made to all shareholders of Xxxxxxx by a Controlled third party or involves all the Voting Shares; (ii) a sale, transfer or disposition to an Affiliate of Shareholder; providedWeichai, provided that Weichai causes such Controlled Affiliate agrees to whom such Voting Shares are transferred to expressly agree in writing to be bound by the terms of this Agreement to Agreement, and provided further that such sale, transfer or disposition is made in accordance with applicable Securities Laws; (iii) if a proceeding is commenced against or involving Xxxxxxx under the same extent as ShareholderBankruptcy and Insolvency Act or the Companies' Creditors Arrangement Act or any similar legislation; or (iv) if Xxxxxxx has received notice from any securities regulatory authority that the Voting Shares will be permanently cease-traded within a specified period. (b2) Dispositions Following the Standstill Period set forth in Section 4.1(1), Weichai shall be permitted to sell such Subscription Shares either by private agreement or through the facilities of Voting Securities may be made pursuant any stock exchange on which Subscription Shares are traded provided, however, that in the case of a sale through the facilities of any such stock exchange, Weichai shall in good faith attempt to a bona fide public offering dispose of such Subscription Shares in a firm commitment or best efforts underwriting managed by manner that does not materially disrupt orderly trading in such securities, but for clarification, if Weichai considers that in order to protect its own reasonable commercial interest, it has to dispose of the Subscription Shares as soon as possible, then Weichai is free to dispose of the Subscription Shares in any manner it deems appropriate, provided that when Weichai holds a United States nationally recognized underwriter, effected in accordance with the registration rights provisions in Article 5 and which provides for a widely distributed public offering in accordance therewith Pro Rata Interest of at least ten percent (an "Underwritten Offering"); provided, that, prior to any such Disposition, Shareholder and its Controlled Affiliates shall have complied with the provisions of Section 4.2 or Section 4.3 hereof, as the case may be; provided, further, that such Dispositions shall not be made to any Person who or which, together with such Person's Affiliates and the members of any Group existing with respect to Voting Securities of which such Person is a part (any such Person and its Affiliates and Group members being collectively referred to herein as a "Purchasing Person"10%), would immediately thereafter, to the knowledge of Shareholder, any of its Controlled Affiliates, or the managing underwriter(sWeichai shall provide Xxxxxxx with one (1) beneficially own Voting Securities representing three and one-half percent (3.5%) or more of the Total Voting PowerBusiness Day advance notice in writing. (c) Dispositions of Voting Securities may be made pursuant to sales effected in accordance with Rule 144 under the Securities Act (or any successor rule) (a "Rule 144 Sale"); provided that, prior to any such Disposition, Shareholder and its Controlled Affiliates shall have complied with the provisions of Section 4.2 or Section 4.3 hereof, as the case may be; provided, further, that such Dispositions shall not be made to any Purchasing Person who or which would immediately thereafter, to the knowledge of Shareholder, any of its Controlled Affiliates, or Shareholder's broker, beneficially own Voting Securities representing three and one-half percent (3.5%) or more of the Total Voting Power. (d) Dispositions may be made to any Purchasing Person (other than pursuant to a tender or exchange offer) that would, following such sale, beneficially own no more than three and one-half percent (3.5%) of the Total Voting Power (a "Private Sale") (and such Purchasing Person shall have provided a certificate to such effect); provided that prior to such Disposition, Shareholder shall have complied with the provisions of Section 4.2 or Section 4.3 hereof, as the case may be. (e) Dispositions may be made to the Company in accordance with Sections 4.2 and 4.3 hereof. (f) Dispositions may be made pursuant to a tender offer or exchange offer or any other transaction with a third party (a "Third Party Offeror") which is recommended to the shareholders of the Company generally by at least a majority of the Continuing Directors of the Company. "Continuing Director" shall mean a member of the Board of Directors of the Company who is not a Third Party Offeror or an Affiliate of a Third Party Offeror (or a representative or nominee of a Third Party Offeror or any such Affiliate) and who either (i) was a member of the Board of Directors prior to the date hereof or (ii) subsequently became a director of the Company and whose election or nomination for election was approved or recommended by a vote of a majority of the Board of Directors of the Company, which majority included a majority of the Continuing Directors then on the Board of Directors.

Restrictions on Dispositions. During (a) Neither the Standstill PeriodBorrower nor any of the Subsidiary Guarantors shall, Shareholder shall not, and shall cause its Controlled Affiliates not to, directly or indirectly (including, without limitation, through the disposition or transfer of control of another Person)issue, sell, assign, donate, transfer, pledgelease, hypothecatecontribute or otherwise convey (including by way of merger), or grant any option options, warrants or other rights with respect to, any of its or their assets (including accounts receivable and Capital Stock) to or otherwise dispose of any interest in (or enter into an agreement or understanding with respect to the foregoing) any Voting Securities (a "Disposition")Person, except as set forth below in this Section 4.1connection with Cash Contributions to Capital; provided, however, that the restrictions Borrower and its Subsidiary Guarantors may (x) make dispositions in the ordinary course of its business, and (y) dispose of obsolete, worn out or surplus assets or assets no longer used or useful in its the business, so long as (A) such disposition does not materially and adversely affect the ability of the Borrower to own and operate the Property in accordance with the Loan Documents and (B) the net proceeds thereof, with respect to the property described in clause (y), are either used to fund other property of utility to the Borrower or, if such funds have not otherwise been used to fund replacement assets, are delivered to the Administrative Agent to be applied against the Loans in accordance with Section 3.1.2. Each disposition set forth in Sections 4.1 through 4.4 shall not apply to Shareholder if a Bankruptcy Event has occurred during the Standstill Period. Without limiting the generality proviso of the foregoing, any sale of securities of Shareholder or any of its Controlled Affiliates which is currently (or following the passage of time, the occurrence of any event or the giving of notice), directly or indirectly, exchangeable or exercisable for, or convertible into, any Voting Securities this Section 7.2.9 shall constitute a Disposition of such Voting Securities. (a) Dispositions may be made to a Controlled Affiliate of Shareholder; provided, that such Controlled Affiliate agrees in writing to be bound by this Agreement to the same extent as Shareholder“Permitted Asset Sale”. (b) Dispositions Notwithstanding anything to the contrary contained herein, the Borrower shall be permitted to transfer an approximately one (1) acre portion of Voting Securities may be made pursuant the Property (the “Retail Parcel”) to a bona fide public offering newly-formed and wholly-owned special purpose Subsidiary or Affiliate of the Borrower, whether in one or a firm commitment series of transactions (such transaction or best efforts underwriting managed by a United States nationally recognized underwriterseries of transactions, effected in accordance with the registration rights provisions in Article 5 and which provides for a widely distributed public offering in accordance therewith “Permitted Retail Transaction”), subject to the satisfaction of each of the following conditions: (an "Underwritten Offering"); provided, that, prior to any such Disposition, Shareholder and its Controlled Affiliates i) the Borrower shall have complied with the provisions delivered a copy of Section 4.2 or Section 4.3 hereof, as the case may be; provided, further, that such Dispositions shall not be made to any Person who or which, together with such Person's Affiliates and the members of any Group existing with respect to Voting Securities of which such Person is a part (any such Person and its Affiliates and Group members being collectively referred to herein as a "Purchasing Person"), would immediately thereafter, to the knowledge of Shareholder, any of its Controlled Affiliates, or the managing underwriter(s) beneficially own Voting Securities representing three and one-half percent (3.5%) one or more of the Total Voting Power. (c) Dispositions of Voting Securities may be made pursuant to sales effected in accordance with Rule 144 under the Securities Act (resolutions or any successor rule) (a "Rule 144 Sale"); provided that, prior to any such Disposition, Shareholder and its Controlled Affiliates shall have complied with the provisions of Section 4.2 or Section 4.3 hereof, as the case may be; provided, further, that such Dispositions shall not be made to any Purchasing Person who or which would immediately thereafter, to the knowledge of Shareholder, any of its Controlled Affiliates, or Shareholder's broker, beneficially own Voting Securities representing three and one-half percent (3.5%) or more of the Total Voting Power. (d) Dispositions may be made to any Purchasing Person (other than pursuant to a tender or exchange offer) that would, following such sale, beneficially own no more than three and one-half percent (3.5%) of the Total Voting Power (a "Private Sale") (and such Purchasing Person shall have provided a certificate to such effect); provided that prior to such Disposition, Shareholder shall have complied with the provisions of Section 4.2 or Section 4.3 hereof, as the case may be. (e) Dispositions may be made to the Company in accordance with Sections 4.2 and 4.3 hereof. (f) Dispositions may be made pursuant to a tender offer or exchange offer or any other transaction with a third party (a "Third Party Offeror") which is recommended to the shareholders of the Company generally by at least a majority of the Continuing Directors of the Company. "Continuing Director" shall mean a member authorizations of the Board of Directors of the Company who is not Borrower certified by the Authorized Representative of such Board of Directors as being in full force and effect authorizing the Permitted Retail Transaction and the execution, delivery and performance of any and all Instruments, agreements and documents related thereto by the Borrower; (ii) such transfer of the Retail Parcel shall be evidenced by a Third Party Offeror or deed conveying such Retail Parcel for the purpose of having a retail mall constructed on the Retail Parcel (the “Retail Project”), which deed shall be in form and substance reasonably satisfactorily to the Administrative Agent and the Lenders; (iii) the Borrower and the Administrative Agent shall have entered into an Affiliate amendment of a Third Party Offeror the Deed of Trust in the form of Exhibit I attached hereto reflecting the release of the Retail Parcel from the Lien of the Deed of Trust and the continuing First Priority Lien of the Deed of Trust, as amended, as Security for the Loans; (or a representative or nominee iv) in connection with the amendment of a Third Party Offeror or any such Affiliatethe Deed of Trust described in clause (iii) above, the Borrower shall have caused the Title Insurer to deliver to the Administrative Agent an endorsement to the Title Policy insuring the continuing First Priority of the Lien of the Deed of Trust as Security for the Loans and who either insuring that (i) was a member since the Effective Date there has been no change in the condition of the Board of Directors prior title to the date hereof or Property except as permitted by the Loan Documents and (ii) subsequently became a director there are no intervening Liens (including inchoate mechanics' liens) on the Property which may then or thereafter take priority over the Lien of the Company and whose election or nomination for election was approved or recommended by Deed of Trust (other than the Permitted Liens); (v) in connection with a vote of a majority transfer of the Board of Directors Retail Parcel, the Borrower shall obtain (x) a new survey of the CompanyProperty evidencing the partitioning and conveyance of the Retail Parcel as a separate legal parcel, which majority included survey shall be in form and substance reasonably acceptable to the Administrative Agent and the Lenders, and (y) evidence in form and substance reasonably acceptable to the Administrative Agent and the Lenders that the Retail Parcel constitutes a majority separate tax lot, and shall promptly deliver such survey and evidence to the Administrative Agent and the Lenders; (vi) any Liens, Instruments, agreements or other documents, including, without limitation, any restrictive covenants, declarations, reciprocal easement agreements or other access easements, rights-of-way or licenses, to be entered into by the Borrower and/or the owner of the Continuing Directors then Retail Project affecting all or any portion the Property shall be subject to the Administrative Agent's and the Lenders' prior written review and approval in their reasonable discretion, such review and approval in their reasonable discretion to be undertaken promptly; (vii) both before and after giving effect to such transaction, no Default, Event of Default or Material Adverse Effect shall have occurred and be continuing or, after giving effect to the Permitted Retail Transaction, could reasonably be expected to result; (viii) the Administrative Agent and the Lenders shall have received an opinion of counsel to the Borrower, including the assumptions and qualifications contained therein, reasonably satisfactory to the Administrative Agent and the Lenders; (ix) the Borrower agrees to deliver to the Administrative Agent and the Lenders, promptly upon request, such documentation as the Administrative Agent or the Lenders may reasonably request regarding the status of construction of the Retail Project to be developed on the Board Retail Parcel; (x) the Borrower shall pay all out-of-pocket costs and expenses of Directorsthe Administrative Agent and the Lenders, including, but not limited to reasonable attorneys' fees and expenses, incurred in connection with the Administrative Agent's and the Lenders' review and negotiation of any Instruments, agreements or documentation relating to the Permitted Retail Transaction and any subsequent administration thereof and the enforcement of the rights of the Administrative Agent and the Lenders in connection therewith; (xi) all amounts required to be paid to or deposited with the Administrative Agent and/or the Lenders and all Taxes, Impositions, fees and other costs payable in connection with the Loan Documents shall have been paid or deposited, as the case may be. The Borrower shall have paid all fees, expenses and other charges then due and payable by it under any agreements between the Borrower or the Administrative Agent and/or the Lenders, including, without limitation, all fees, costs and expenses due and payable pursuant to Section 3.3 and, if then invoiced, pursuant to Section 10.3; and (xii) the Borrower shall deliver to the Administrative Agent, promptly upon the consummation of the Permitted Retail Transaction, a true and correct copy of each Instrument, agreement or other document executed or delivered in connection with such transaction.

Restrictions on Dispositions. During the Standstill Period, Shareholder shall not, and shall cause its Controlled Affiliates not to, directly or indirectly (including, without limitation, through the disposition or transfer of control of another Person), sell, assign, donate, transfer, pledge, hypothecate, grant any option with respect to or otherwise dispose of any interest in (or enter into an agreement or understanding with respect to the foregoing) any Voting Securities (a "Disposition"), except as set forth below in this Section 4.1; provided, however, that the restrictions set forth in Sections 4.1 through 4.4 shall not apply to Shareholder if a Bankruptcy Event has occurred during the Standstill Period. Without limiting the generality of the foregoing, any sale of securities of Shareholder or any of its Controlled Affiliates which is currently (or following the passage of time, the occurrence of any event or the giving of notice), directly or indirectly, exchangeable or exercisable for, or convertible into, any Voting Securities shall constitute a Disposition of such Voting Securities. (a) Dispositions No Member shall Dispose of all or any part of such Member’s Units, except in compliance with this Agreement. Except as otherwise provided in this Agreement, a Member may be made Dispose of all or any portion of its Units only with the consent of Members owning a majority of the Units entitled to vote. The Disposition of any Member’s Units, in whole or in part, whether or not in compliance with this Agreement shall not release the Member making such Disposition from such Member’s obligations under this Agreement unless the transferee of such Units is approved as a Controlled Affiliate substituted Member by Members holding a majority of Shareholder; providedUnits entitled to vote, that such Controlled Affiliate agrees and the transferee, in writing assumes the obligations of the Member making such Disposition and acknowledges and agrees to be bound by this Agreement Agreement. Any Member who attempts to Dispose of such Member’s Units in violation of this Agreement, whether by operation of law or otherwise, shall be deemed to have become an Inactive Member and shall further be deemed to have granted the Company and the remaining Members the option to purchase such Member’s Units at 75% of the Contract Price, subject to the same extent as Shareholder.terms (other than the purchase price) of Section 14.1(b). The approved Disposition pursuant to this Section 14.3 shall confer upon the transferee the right to become a substituted Member, in the following manner and subject to the following conditions (any or all of which may be waived by the consent of Members holding a majority of the Units entitled to vote): (bi) Dispositions Each Disposition shall be effective as of Voting Securities may the day that the Members approve the Disposition; (ii) No Disposition will be made effective if the Disposition would, in the opinion of counsel to the Company (or other counsel acceptable to the Members), contravene the then applicable rules of any Governmental Authority; (iii) No Disposition to a minor or incompetent shall be effective in any respect, except that this limitation shall not apply to a Disposition in trust for the benefit of a minor, or in custodianship under the Uniform Transfers to Minors Act or similar legislation; (iv) Each transferee that is not a previously approved Member shall, in writing, ratify and agree to be bound by the terms of this Agreement; (v) The Manager shall have received a copy of the instrument pursuant to a bona fide public offering in a firm commitment or best efforts underwriting managed by a United States nationally recognized underwriter, effected in accordance with which the registration rights provisions in Article 5 and which provides for a widely distributed public offering in accordance therewith Disposition is effected; (an "Underwritten Offering"); provided, that, prior to any such Disposition, Shareholder and its Controlled Affiliates vi) The Manager shall have complied with received an instrument, executed by the provisions of Section 4.2 or Section 4.3 hereof, as Member making the case may be; provided, further, that such Dispositions shall not be made to any Person who or which, together with such Person's Affiliates Disposition and the members of any Group existing with respect to Voting Securities of which such Person is a part (any such Person transferee, containing the following information, commitments and its Affiliates and Group members being collectively referred to herein as a "Purchasing Person"), would immediately thereafteragreements, to the knowledge of Shareholder, any of its Controlled Affiliates, or extent they are not contained in the managing underwriter(sinstrument described in Section 14.3(a)(v): (A) beneficially own Voting Securities representing three and one-half percent (3.5%) or more The notice address of the Total Voting Power.transferee; (cB) Dispositions of Voting Securities may be made pursuant After giving effect to sales effected in accordance with Rule 144 under the Securities Act (or any successor rule) (a "Rule 144 Sale"); provided that, prior to any such Disposition, Shareholder and its Controlled Affiliates shall have complied with the provisions of Section 4.2 or Section 4.3 hereof, as the case may be; provided, further, that such Dispositions shall not be made to any Purchasing Person who or which would immediately thereafter, to the knowledge of Shareholder, any of its Controlled Affiliates, or Shareholder's broker, beneficially own Voting Securities representing three and one-half percent (3.5%) or more commitments of the Total Voting Power. (d) Dispositions may be made new Member to any Purchasing Person (other than pursuant to a tender or exchange offer) that wouldmake Capital Contributions, following such saleif any, beneficially own no more than three and one-half percent (3.5%) of the Total Voting Power (a "Private Sale") (and such Purchasing Person shall have provided a certificate to such effect); provided that prior to such Disposition, Shareholder shall have complied with the provisions of Section 4.2 or Section 4.3 hereof, as the case may be. (e) Dispositions may be made to the Company in accordance with Sections 4.2 and 4.3 hereof.this Agreement; and (fC) Dispositions may be Representations and warranties by the Member making the Disposition and the transferee that the Disposition and admission are being made in accordance with all applicable Laws; and (vii) A favorable opinion of legal counsel reasonably acceptable to the Members, to the effect that the Disposition and admission (A) are being made pursuant to a tender offer or exchange offer or any other transaction valid exemption from registration under the Securities Act of 1933 and applicable state securities laws and in accordance with a third party those laws, and (a "Third Party Offeror"B) which in the event there is recommended more than one (1) Member, would not result in the Company being considered to have been terminated within the shareholders meaning of the Company generally IRC. (b) Except as otherwise provided in this Agreement, the transferee of Units who is not approved as a substituted Member by at least Members holding a majority of the Continuing Directors outstanding Units entitled to vote shall be deemed to be an Inactive Member. Such Disposition merely entitles the transferee to receive the share of any distributions to which the Company. "Continuing Director" Member making the Disposition would otherwise be entitled and the transferee shall mean a member of have only those rights specified in the Board of Directors of Act (as limited by this Agreement), and the Company who is not a Third Party Offeror or an Affiliate of a Third Party Offeror (or a representative or nominee of a Third Party Offeror or any Member making the Disposition shall remain liable for such Affiliate) and who either (i) was a member of the Board of Directors prior to the date hereof or (ii) subsequently became a director of the Company and whose election or nomination for election was approved or recommended by a vote of a majority of the Board of Directors of the CompanyMember’s obligations, which majority included a majority of the Continuing Directors then on the Board of Directorsif any, under this Agreement.

Restrictions on Dispositions. During the Standstill Period, each Shareholder shall not, and shall cause its Controlled Affiliates not to, directly or indirectly (including, without limitation, through the disposition or transfer of control of another Person), sell, assign, donate, transfer, pledge, hypothecate, grant any option with respect to or otherwise dispose of any interest in (or enter into an agreement or understanding with respect to the foregoing) any Voting Securities (a "DispositionDISPOSITION"), except as set forth below in this Section 4.1; provided, however, that the restrictions set forth in Sections 4.1 through 4.4 shall not apply to Shareholder if a Bankruptcy Event has occurred during the Standstill PeriodSECTION 4. 1. Without limiting the generality of the foregoing, any sale of securities of held by any Shareholder or any of its Controlled Affiliates which is currently (or following the passage of time, the occurrence of any event or the giving of notice), directly or indirectly, exchangeable or exercisable for, or convertible into, any Voting Securities shall constitute a Disposition of such Voting Securities.. Dispositions may be effected by a Shareholder during the Standstill Period as follows: (a) Dispositions may be made to a Controlled Affiliate of Shareholder; provided, that such Controlled Affiliate agrees in writing to be bound by this Agreement to the same extent as Shareholder. (b) Dispositions of Voting Securities may be made pursuant to a bona fide public offering at any time in a firm commitment or best efforts underwriting managed by a United States nationally recognized underwriter, effected in accordance compliance with the registration rights provisions in Article 5 and which provides for a widely distributed public offering in accordance therewith (an "Underwritten Offering"); provided, that, prior to any such Disposition, Shareholder and its Controlled Affiliates shall have complied with the provisions of Section 4.2 or Section 4.3 hereof, as the case may be; provided, further, that such Dispositions shall not be made to any Person who or which, together with such Person's Affiliates and the members of any Group existing with respect to Voting Securities of which such Person is a part (any such Person and its Affiliates and Group members being collectively referred to herein as a "Purchasing Person"), would immediately thereafter, to the knowledge of Shareholder, any of its Controlled Affiliates, or the managing underwriter(s) beneficially own Voting Securities representing three and one-half percent (3.5%) or more of the Total Voting PowerRegistration Rights. (cb) Dispositions of Voting Securities may be made pursuant to sales effected in accordance with Rule 144 under the Securities Act (or any successor rule) (a "Rule RULE 144 SaleSALE"); provided that, prior to any such Disposition, Shareholder and its Controlled Affiliates shall have complied with the provisions of Section 4.2 or Section 4.3 hereof, as the case may be; provided, further, PROVIDED that such Dispositions shall not be made to any Purchasing Person who or which would immediately thereafter, to the knowledge of such Shareholder, any of its Controlled Affiliates, or such Shareholder's broker, beneficially own Voting Securities representing three and one-half percent (3.5%) 9% or more of the Total Voting PowerPower (and such Person shall have provided a certificate to such effect). (dc) Prior to the second anniversary of the Closing Date, Dispositions may be made to any Purchasing Person which is a financial institution acting on its own behalf or ultimately on the behalf of another financial institution or institutions that would, following such sale, beneficially own no more than 9% of the Total Voting Power. After the second anniversary of the Closing Date, Dispositions may be made to any Person (other than pursuant to a tender or exchange offerReorganization Transaction) that would, following such sale, beneficially own no more than three and one-half percent (3.5%) 9% of the Total Voting Power (a "Private Sale") (and such Purchasing Person shall have provided a certificate to such effect); provided that prior to such Disposition, Shareholder shall have complied with the provisions of Section 4.2 or Section 4.3 hereof, as the case may be. (e) Dispositions may be made to the Company in accordance with Sections 4.2 and 4.3 hereof. (fd) Dispositions may be made pursuant to a merger transaction or a tender offer or exchange offer or any other transaction with a third party (a "Third Party Offeror") for all of the outstanding shares of Common Stock which is recommended to the shareholders of the Company generally by at least a majority of the Continuing Directors of the Company. "Continuing Director" shall mean a member of the entire Board of Directors Directors, on the terms and conditions of the Company who is not such transaction available to all other holders of shares of Common Stock. (e) Dispositions may be made by a Third Party Offeror or an Affiliate of a Third Party Offeror (or a representative or nominee of a Third Party Offeror or any such Affiliate) and who either Shareholder to (i) was a member of the Board of Directors prior to the date hereof any other Shareholder or (ii) subsequently became a director any Affiliate of any Shareholder that executes an instrument in form and substance satisfactory to the Company in which it makes the representations and warranties set forth in SECTION 1.3(B) as of the Company and whose election or nomination for election was approved or recommended by a vote of a majority date of the Board execution of Directors such instrument and agrees to be bound by the terms of this Agreement as if an original signatory to this Agreement (such transferee, a "RELATED TRANSFEREE"), in which case such Related Transferee shall thereafter be a "Shareholder" for all purposes of this Agreement. (f) With respect to Voting Securities which are, by their terms, convertible into or exercisable or exchangeable for other Voting Securities such conversion, exercise or exchange shall not be deemed a Disposition. (g) Each Shareholder agrees that during the Standstill Period, without the consent of the managing underwriter(s) in an underwritten offering in respect of the Company's Voting Securities, which majority included it will not effect any sale or distribution of Voting Securities (other than in connection with such Shareholder's own registration pursuant to paragraph (b) of this SECTION 4.1), including a majority Rule 144 Sale, during the ten (10) day period prior to, and during the ninety (90) day period beginning on, the effective date of the Continuing Directors then on registration statement filed by the Board Company in respect of Directorssuch underwritten offering.

Restrictions on Dispositions. During (a) Each member of the Standstill Period, Shareholder Xxxxxxx Group shall not, and the Xxxxxxx Group shall cause its Controlled each of the controlled Xxxxxxx Group Affiliates not to, directly or indirectly (including, without limitation, including through the disposition or transfer of control of any equity interest in another Person), alone or in concert with others, in one transaction or a series of transactions, sell, assign, donate, transfer, pledge, hypothecate, grant any option with respect to or otherwise dispose of any interest Xxxxxxx Group Shares representing, in the aggregate, Beneficial Ownership of more than 4.9 percent (or enter into an agreement or understanding with respect to the foregoing) any Voting Securities of the total number of shares of the Common Stock then issued and outstanding (a "“Restricted Disposition"), except as set forth below in this Section 4.1; provided, however, that the restrictions set forth in Sections 4.1 through 4.4 shall not apply to Shareholder if a Bankruptcy Event has occurred during the Standstill Period. Without limiting the generality of the foregoing, any sale of securities of Shareholder or any of its Controlled Affiliates which is currently (or following the passage of time, the occurrence of any event or the giving of notice), directly or indirectly, exchangeable or exercisable for, or convertible into, any Voting Securities shall constitute a Disposition of such Voting Securities. (a”) Dispositions may be made to a Controlled Affiliate of Shareholder; provided, that such Controlled Affiliate agrees in writing to be bound by this Agreement to the same extent as Shareholder. (b) Dispositions of Voting Securities may be made pursuant to a bona fide public offering in a firm commitment or best efforts underwriting managed by a United States nationally recognized underwriter, effected in accordance with the registration rights provisions in Article 5 and which provides for a widely distributed public offering in accordance therewith (an "Underwritten Offering"); provided, that, prior to any such Disposition, Shareholder and its Controlled Affiliates shall have complied with the provisions of Section 4.2 other Person or Section 4.3 hereof, as the case may be; provided, further, that such Dispositions shall not be made to any Person who or which, together with such Person's Affiliates and the members of any Group existing with respect to Voting Securities of which such Person is a part (any such Person and its Affiliates Affiliates, Associates and Group members being collectively referred to herein as a "“Purchasing Person"”); provided, would immediately thereafterhowever, a Restricted Disposition may be effected if such Purchasing Person (including each member of any Group, if such Purchasing Person is not an individual stockholder) shall have executed and delivered to the knowledge of ShareholderCompany a written agreement (in form and substance reasonably satisfactory to the Company) pursuant to which such Purchasing Person agrees to be bound by the Restrictive Covenants set forth in this Agreement to the same extent as the Xxxxxxx Group as if references to the Xxxxxxx Group in such Restrictive Covenants included such Purchasing Person. Neither this Section 4.3(a) nor any other provision in this Agreement is intended to assign, convey or otherwise transfer any of its Controlled Affiliates, rights to a Purchasing Person or the managing underwriter(s) beneficially own Voting Securities representing three and one-half percent (3.5%) or more of the Total Voting Powerany other third Person. (cb) Dispositions of Voting Securities may be made pursuant The Xxxxxxx Group shall, and shall cause the controlled Xxxxxxx Group Affiliates to, give the Company written notice at least ten Business Days prior to sales effected effecting a Restricted Disposition in accordance with Rule 144 under the Securities Act (or any successor rule) (a "Rule 144 Sale"); provided that, prior to any such Disposition, Shareholder and its Controlled Affiliates shall have complied with the provisions of this Section 4.2 or Section 4.3 hereof, as the case may be; provided, further, that such Dispositions shall not be made to any Purchasing Person who or which would immediately thereafter, to the knowledge of Shareholder, any of its Controlled Affiliates, or Shareholder's broker, beneficially own Voting Securities representing three and one-half percent (3.5%) or more of the Total Voting Power4.3. (d) Dispositions may be made to any Purchasing Person (other than pursuant to a tender or exchange offer) that would, following such sale, beneficially own no more than three and one-half percent (3.5%) of the Total Voting Power (a "Private Sale") (and such Purchasing Person shall have provided a certificate to such effect); provided that prior to such Disposition, Shareholder shall have complied with the provisions of Section 4.2 or Section 4.3 hereof, as the case may be. (e) Dispositions may be made to the Company in accordance with Sections 4.2 and 4.3 hereof. (f) Dispositions may be made pursuant to a tender offer or exchange offer or any other transaction with a third party (a "Third Party Offeror") which is recommended to the shareholders of the Company generally by at least a majority of the Continuing Directors of the Company. "Continuing Director" shall mean a member of the Board of Directors of the Company who is not a Third Party Offeror or an Affiliate of a Third Party Offeror (or a representative or nominee of a Third Party Offeror or any such Affiliate) and who either (i) was a member of the Board of Directors prior to the date hereof or (ii) subsequently became a director of the Company and whose election or nomination for election was approved or recommended by a vote of a majority of the Board of Directors of the Company, which majority included a majority of the Continuing Directors then on the Board of Directors.

Restrictions on Dispositions. During the Standstill Period, each Shareholder shall not, and shall cause its Controlled Affiliates not to, directly or indirectly (including, without limitation, through the disposition or transfer of control of another Person), sell, assign, donate, transfer, pledge, hypothecate, grant any option with respect to or otherwise dispose of any interest in (or enter into an agreement or understanding with respect to the foregoing) any Voting Securities (a "Disposition"), except as set forth below in this Section 4.1; provided, however, that the restrictions set forth in Sections 4.1 through 4.4 shall not apply to Shareholder if a Bankruptcy Event has occurred during the Standstill Period. Without limiting the generality of the foregoing, any sale of securities of held by any Shareholder or any of its Controlled Affiliates which is currently (or following the passage of time, the occurrence of any event or the giving of notice), directly or indirectly, exchangeable or exercisable for, or convertible into, any Voting Securities shall constitute a Disposition of such Voting Securities.. Dispositions may be effected by a Shareholder during the Standstill Period as follows: (a) No Dispositions of any nature may be made to a Controlled Affiliate of Shareholder; provided, that such Controlled Affiliate agrees in writing to be bound by this Agreement prior to the same extent as Shareholderfirst anniversary of the purchase of the Senior Preferred Stock pursuant to the Preferred Stock Purchase Agreement, except pursuant to Sections 4.1(b) through 4.1(f). (b) As of the date of purchase of the shares of Senior Preferred Stock pursuant to the Preferred Stock Purchase Agreement (the "Purchase Date"), with respect to the Shares, and after the first anniversary of the Purchase Date, with respect to all other Voting Securities, Dispositions of Voting Securities may be made pursuant to a bona fide public offering at any time in a firm commitment or best efforts underwriting managed by a United States nationally recognized underwriter, effected in accordance compliance with the registration rights provisions in Article 5 and which provides for a widely distributed public offering in accordance therewith (an "Underwritten Offering"); provided, that, prior to any such Disposition, Shareholder and its Controlled Affiliates shall have complied with the provisions of Section 4.2 or Section 4.3 hereof, as the case may be; provided, further, that such Dispositions shall not be made to any Person who or which, together with such Person's Affiliates and the members of any Group existing with respect to Voting Securities of which such Person is a part (any such Person and its Affiliates and Group members being collectively referred to herein as a "Purchasing Person"), would immediately thereafter, to the knowledge of Shareholder, any of its Controlled Affiliates, or the managing underwriter(s) beneficially own Voting Securities representing three and one-half percent (3.5%) or more of the Total Voting PowerRegistration Rights Agreement. (c) As of the Purchase Date, with respect to the Shares, and after the first anniversary of the Purchase Date, with respect to all other Voting Securities, Dispositions of Voting Securities may be made pursuant to sales effected in accordance with Rule 144 under the Securities Act (or any successor rule) (a "Rule 144 Sale"); provided that, prior to any such Disposition, Shareholder and its Controlled Affiliates shall have complied with the provisions of Section 4.2 or Section 4.3 hereof, as the case may be; provided, further, that such Dispositions shall not be made to any Purchasing Person who or which would immediately thereafter, to the knowledge of such Shareholder, any of its Controlled Affiliates, or such Shareholder's broker, beneficially own Voting Securities representing three and one-half percent (3.5%) 9% or more of the Total Voting PowerPower (and such Person shall have provided a certificate to such effect). (d) As of the Purchase Date, with respect to the Shares, and after the first anniversary of the Purchase Date, with respect to all other Voting Securities, Dispositions may be made to any Purchasing Person (other than pursuant to a tender or exchange offerReorganization Transaction) that would, following such sale, beneficially own no more than three and one-half percent (3.5%) 9% of the Total Voting Power (a "Private Sale") (and such Purchasing Person shall have provided a certificate to such effect); provided that prior to such Disposition, Shareholder shall have complied with the provisions of Section 4.2 or Section 4.3 hereof, as the case may be. (e) Dispositions may be made to the Company in accordance with Sections 4.2 and 4.3 hereof. (f) Dispositions may be made pursuant to a merger transaction or other business combinations or a tender offer or exchange offer or any other transaction with a third party (a "Third Party Offeror") for outstanding shares of Common Stock which is recommended to the shareholders of the Company generally by at least a majority of the Continuing Directors entire Board of Directors, on the terms and conditions of such transaction available to all other holders of shares of Common Stock or on terms and conditions recommended by at least a majority of the Company. "Continuing Director" shall mean a member of the entire Board of Directors of (excluding the Company who is not Apollo/Blackstone Designees) as to the Preferred Stock and Junior Preferred Stock. (f) Dispositions may be made by a Third Party Offeror or an Affiliate of a Third Party Offeror (or a representative or nominee of a Third Party Offeror or any such Affiliate) and who either Shareholder to (i) was a member of the Board of Directors prior to the date hereof any other Shareholder or (ii) subsequently became any Related Person of any Shareholder that executes an instrument in form and substance satisfactory to the Company in which it makes the representations and warranties set forth in Section 1.3(b) as of the date of the execution of such instrument and agrees to be bound by the terms of this Agreement as if an original signatory to this Agreement (such transferee, a director "Related Transferee"), in which case such Related Transferee shall thereafter be a "Shareholder" for all purposes of this Agreement. (g) With respect to Voting Securities which are, by their terms, convertible into or exercisable or exchangeable for other Voting Securities such conversion, exercise or exchange shall not be deemed a Disposition. Without limiting the foregoing, the Company acknowledges that the conversion of shares of Senior Preferred Stock or shares of Junior Preferred Stock into Conversion Shares shall not be a Disposition. (h) Each Shareholder agrees that during the Standstill Period, without the consent of the managing underwriter(s) in an underwritten offering in respect of the Company's Voting Securities, it will not effect any sale or distribution of Voting Securities (other than in connection with such Shareholder's own registration pursuant to paragraph (b) of this Section 4.1), including a Rule 144 Sale, during the ten (10) day period prior to, and during the ninety (90) day period beginning on, the effective date of the registration statement filed by the Company in respect of such underwritten offering, or any shorter period as may apply to the Company and whose election or nomination for election was approved or recommended by a vote of a majority of the Board of Directors of the Company, which majority included a majority of the Continuing Directors then on the Board of Directorsits affiliates.

Restrictions on Dispositions. During the Standstill Period, Shareholder shall not, and shall cause its Controlled Affiliates not to, directly or indirectly (including, without limitation, through the disposition or transfer of control of another Person), sell, assign, donate, transfer, pledge, hypothecate, grant any option with respect to or otherwise dispose of any interest in (or enter into an agreement or understanding with respect to the foregoing) any Voting Securities (a "Disposition"), except as set forth below in this Section 4.1; provided, however, that the restrictions set forth in Sections 4.1 through 4.4 shall not apply to Shareholder if a Bankruptcy Event has occurred during the Standstill Period. Without limiting the generality of the foregoing, any sale of securities of Shareholder or any of its Controlled Affiliates which is currently (or following the passage of time, the occurrence of any event or the giving of notice), directly or indirectly, exchangeable or exercisable for, or convertible into, any Voting Securities shall constitute a Disposition of such Voting Securities. (a) Dispositions Except for any Encumbrance created pursuant to the Membership Unit Pledge Agreement (as defined in the Indenture) and any Disposition pursuant to the terms thereof, all of which are hereby expressly approved by the Members, no Member shall Dispose of all or any part of such Member’s Units, except in compliance with this Agreement. Except as otherwise provided in this Agreement, a Member may Dispose of all or any portion of its Units only with the approval of the Board of Directors, which consent may be made to withheld by any member of the Board of Directors in such member’s sole and absolute discretion. The disposition of any Member’s Units, in whole or in part, whether or not in compliance with this Agreement, shall not release the Member making such Disposition from such Member’s obligations under this Agreement unless the transferee of such Units is unanimously approved as a Controlled Affiliate substituted Member by the other Members, which consent may be withheld by any Member in its sole and absolute discretion, and the transferee, in writing, assumes the obligations of Shareholder; provided, that the Member making such Controlled Affiliate Disposition and acknowledges and agrees in writing to be bound by this Agreement Agreement. Any Member who attempts to Dispose of such Member’s Units in violation of this Agreement, whether by operation of law or otherwise, shall be deemed to have become an Inactive Member and shall further be deemed to have granted the same extent as Shareholder. (b) Dispositions of Voting Securities may be made pursuant to a bona fide public offering in a firm commitment or best efforts underwriting managed by a United States nationally recognized underwriter, effected in accordance with the registration rights provisions in Article 5 and which provides for a widely distributed public offering in accordance therewith (an "Underwritten Offering"); provided, that, prior to any such Disposition, Shareholder and its Controlled Affiliates shall have complied with the provisions of Section 4.2 or Section 4.3 hereof, as the case may be; provided, further, that such Dispositions shall not be made to any Person who or which, together with such Person's Affiliates Company and the members of any Group existing with respect Members the option to Voting Securities of which purchase such Person is a part (any such Person and its Affiliates and Group members being collectively referred to herein as a "Purchasing Person"), would immediately thereafter, to the knowledge of Shareholder, any of its Controlled Affiliates, or the managing underwriter(s) beneficially own Voting Securities representing three and oneMember’s Units at seventy-half five percent (3.5%) or more of the Total Voting Power. (c) Dispositions of Voting Securities may be made pursuant to sales effected in accordance with Rule 144 under the Securities Act (or any successor rule) (a "Rule 144 Sale"); provided that, prior to any such Disposition, Shareholder and its Controlled Affiliates shall have complied with the provisions of Section 4.2 or Section 4.3 hereof, as the case may be; provided, further, that such Dispositions shall not be made to any Purchasing Person who or which would immediately thereafter, to the knowledge of Shareholder, any of its Controlled Affiliates, or Shareholder's broker, beneficially own Voting Securities representing three and one-half percent (3.5%) or more of the Total Voting Power. (d) Dispositions may be made to any Purchasing Person (other than pursuant to a tender or exchange offer) that would, following such sale, beneficially own no more than three and one-half percent (3.575%) of the Total Voting Power Contract Price, subject to the terms (other than the purchase price) of Section 15.1(b). The approved Disposition pursuant to this Section 15.3 shall confer upon the transferee the right to become a "Private Sale"substituted Member, in the following manner and subject to the following conditions (any or all of which may be waived by the unanimous consent of the Members): (i) Each Disposition shall be effective as of the day that the Members approve the Disposition; (ii) No Disposition will be effective if the Disposition would, in the opinion of counsel to the Company (or other counsel acceptable to the Members), contravene the then applicable rules of any Governmental Authority; (iii) No Disposition to a minor or incompetent shall be effective in any respect, except that this limitation shall not apply to a Disposition in trust for the benefit of a minor or in custodianship under the Uniform Transfers to Minors Act or similar legislation; (iv) Each transferee that is not a previously approved Member shall, in writing, ratify and such Purchasing Person agree to be bound by the terms of this Agreement; (v) The Board of Directors shall have provided received a certificate copy of the instrument pursuant to such effect); provided that prior which the Disposition is effected; (vi) The Board of Directors shall have received an instrument, executed by the Member making the Disposition and the transferee, containing the following information, commitments and agreements, to such the extent they are not contained in the instrument described in Section l5.3(a)(v): (A) The notice address of the transferee; (B) After giving effect to the Disposition, Shareholder shall have complied with the provisions commitments of Section 4.2 or Section 4.3 hereofthe new Member to make Capital Contributions, as the case may be. (e) Dispositions may be made if any, to the Company in accordance with Sections 4.2 and 4.3 hereof.this Agreement; and (fC) Dispositions may be Representations and warranties by the Member making the Disposition and the transferee that the Disposition and admission are being made in accordance with all applicable Laws; and (vii) A favorable opinion of legal counsel reasonably acceptable to the Members, to the effect that the Disposition and admission (A) are being made pursuant to a tender offer or exchange offer or any other transaction valid exemption from registration under the Securities Act of 1933 and applicable state securities laws and in accordance with a third party those laws, and (a "Third Party Offeror"B) which in the event there is recommended more than one (1) Member, would not result in the Company being considered to have been terminated within the shareholders meaning of the Company generally by at least a majority Code. (b) The transferee of the Continuing Directors of the Company. "Continuing Director" shall mean a member of the Board of Directors of the Company Units who is not approved as a Third Party Offeror or substituted Member by the remaining Members shall be deemed to be an Affiliate Inactive Member. Such Disposition merely entitles the transferee to receive the share of a Third Party Offeror any distributions to which the Member making the Disposition would otherwise be entitled, and the transferee shall have only those rights specified in the Act (or a representative or nominee of a Third Party Offeror or any as limited by this Agreement), and the Member making the Disposition shall remain liable for such Affiliate) and who either (i) was a member of the Board of Directors prior to the date hereof or (ii) subsequently became a director of the Company and whose election or nomination for election was approved or recommended by a vote of a majority of the Board of Directors of the CompanyMember’s obligations, which majority included a majority of the Continuing Directors then on the Board of Directorsif any, under this Agreement.