Common use of Restrictions on Ownership and Transfer Clause in Contracts

Restrictions on Ownership and Transfer. The restrictions on Transfer set forth in Article IX of the Agreement shall not apply to Transfers of Class II Out-Performance Partnership Shares. Prior to the Class II Out-Performance Valuation Date, the Class II Out-Performance Partnership Shares shall be owned and held solely by the Initial Holder. On or after the later of the Class II Out-Performance Valuation Date and the twenty four (24) month period from the date the Class II Out-Performance Partnership Shares are issued the Class II Out-Performance Partnership Shares may be Transferred (i) by the Initial Holder to (a) any Person who is a member (a "Member") of the Initial Holder immediately prior to such transfer, (b) a Family Member of a Member, (c) a Family Controlled Entity of a Member, (d) any Person with respect to whom the Member constitutes a Family Controlled Entity, (e) upon the death of a Member, by will or by the laws of descent and distribution to any Family Member or Family Controlled Entity, and (ii) by any other Person to (a) a Family Member of a such Person, (b) a Family Controlled Entity of such Person, (c) any other Person with respect to whom such Person constitutes a Family Controlled Entity, (d) upon the death of such Person, by will or by the laws of descent and distribution to any Family Member or Family Controlled Entity; provided, however, that, until May 31, 2005, the Class II Out-Performance Partnership Shares may not be Transferred by the Initial Holder without the approval of the managers of the Initial Holder.

Restrictions on Ownership and Transfer. The restrictions on Transfer set forth in Article IX of the Agreement shall not apply to Transfers of Class II I Out-Performance Partnership Shares. Prior to the Class II I Out-Performance Valuation Date, the Class II I Out-Performance Partnership Shares shall be owned and held solely by the Initial Holder. On or after the later of the Class II I Out-Performance Valuation Date and the twenty four forty (2440) month period from the date the Class II I Out-Performance Partnership Shares are issued issued, the Class II I Out-Performance Partnership Shares may be Transferred (i) by the Initial Holder to (a) any Person who is a member (a "Member") of the Initial Holder immediately prior to such transfer, (b) a Family Member of a Member, (c) a Family Controlled Entity of a Member, (dc) any Person with respect to whom the Member constitutes a Family Controlled Entity, (ed) upon the death of a Member, by will or by the laws of descent and distribution to any Family Member or Family Controlled Entity, and (ii) by any other Person to (a) a Family Member of a such Person, (b) a Family Controlled Entity of such Person, (c) any other Person with respect to whom such Person constitutes a Family Controlled Entity, (d) upon the death of such Person, by will or by the laws of descent and distribution to any Family Member or Family Controlled Entity; provided, however, that, until May 31, 20052004, the Class II I Out-Performance Partnership Shares may not be Transferred by the Initial Holder without the approval of the managers of the Initial Holder.

Restrictions on Ownership and Transfer. The restrictions on Transfer set forth in Article IX of the Agreement shall not apply to Transfers of Class II IV Out-Performance Partnership Shares. Prior to the Class II IV Out-Performance Valuation Date, the Class II IV Out-Performance Partnership Shares shall be owned and held solely by the Initial Holder. On or after the later of the Class II IV Out-Performance Valuation Date and the twenty four thirty-six (2436) month period from the date the Class II IV Out-Performance Partnership Shares are issued the Class II IV Out-Performance Partnership Shares may be Transferred (i) by the Initial Holder to (a) any Person who is a member (a "“Member"”) of the Initial Holder immediately prior to such transfer, (b) a Family Member of a Member, (c) a Family Controlled Entity of a Member, (d) any Person with respect to whom the Member constitutes a Family Controlled Entity, (e) upon the death of a Member, by will or by the laws of descent and distribution to any Family Member or Family Controlled Entity, and (ii) by any other Person to (a) a Family Member of a such Person, (b) a Family Controlled Entity of such Person, (c) any other Person with respect to whom such Person constitutes a Family Controlled Entity, (d) upon the death of such Person, by will or by the laws of descent and distribution to any Family Member or Family Controlled Entity; provided, however, that, until May December 31, 20052008, the Class II IV Out-Performance Partnership Shares may not be Transferred by the Initial Holder without the approval of the managers of the Initial Holder.

Restrictions on Ownership and Transfer. The restrictions on Transfer set forth in Article IX of the Agreement shall not apply to Transfers of Class II V Out-Performance Partnership Shares. Prior to the Class II V Out-Performance Valuation Date, the Class II V Out-Performance Partnership Shares shall be owned and held solely by the Initial Holder. On or after the later of the Class II V Out-Performance Valuation Date and the twenty four thirty-six (2436) month period from the date the Class II V Out-Performance Partnership Shares are issued the Class II V Out-Performance Partnership Shares may be Transferred (i) by the Initial Holder to (a) any Person who is a member (a "“Member"”) of the Initial Holder immediately prior to such transfer, (b) a Family Member of a Member, (c) a Family Controlled Entity of a Member, (d) any Person with respect to whom the Member constitutes a Family Controlled Entity, (e) upon the death of a Member, by will or by the laws of descent and distribution to any Family Member or Family Controlled Entity, and (ii) by any other Person to (a) a Family Member of a such Person, (b) a Family Controlled Entity of such Person, (c) any other Person with respect to whom such Person constitutes a Family Controlled Entity, (d) upon the death of such Person, by will or by the laws of descent and distribution to any Family Member or Family Controlled Entity; provided, however, that, until May December 31, 20052009, the Class II V Out-Performance Partnership Shares may not be Transferred by the Initial Holder without the approval of the managers of the Initial Holder.

Restrictions on Ownership and Transfer. The restrictions on Transfer set forth in Article IX of the Agreement shall not apply to Transfers of Class II I Out-Performance Partnership Shares. Prior to the Class II I Out-Performance Valuation Date, the Class II I Out-Performance Partnership Shares shall be owned and held solely by the Initial Holder. On or after the later of the Class II I Out-Performance Valuation Date and the twenty four forty (2440) month period from the date the Class II I Out-Performance Partnership Shares are issued the Class II I Out-Performance Partnership Shares may be Transferred (i) by the Initial Holder to (a) any Person who is a member (a "Member") of the Initial Holder immediately prior to such transfer, (b) a Family Member of a Member, (c) a Family Controlled Entity of a Member, (d) any Person with respect to whom the Member constitutes a Family Controlled Entity, (e) upon the death of a Member, by will or by the laws of descent and distribution to any Family Member or Family Controlled Entity, and (ii) by any other Person to (a) a Family Member of a such Person, (b) a Family Controlled Entity of such Person, (c) any other Person with respect to whom such Person constitutes a Family Controlled Entity, (de) upon the death of such Person, by will or by the laws of descent and distribution to any Family Member or Family Controlled Entity; provided, however, that, until May 31, 20052004, the Class II I Out-Performance Partnership Shares may not be Transferred by the Initial Holder without the approval of the managers of the Initial Holder.

Restrictions on Ownership and Transfer. The restrictions on Transfer set forth in Article IX of the Agreement shall not apply to Transfers of Class II III Out-Performance Partnership Shares. Prior to the Class II III Out-Performance Valuation Date, the Class II III Out-Performance Partnership Shares shall be owned and held solely by the Initial Holder. On or after the later of the Class II III Out-Performance Valuation Date and the twenty four thirty-six (2436) month period from the date the Class II III Out-Performance Partnership Shares are issued the Class II III Out-Performance Partnership Shares may be Transferred (i) by the Initial Holder to (a) any Person who is a member (a "“Member"”) of the Initial Holder immediately prior to such transfer, (b) a Family Member of a Member, (c) a Family Controlled Entity of a Member, (d) any Person with respect to whom the Member constitutes a Family Controlled Entity, (e) upon the death of a Member, by will or by the laws of descent and distribution to any Family Member or Family Controlled Entity, and (ii) by any other Person to (a) a Family Member of a such Person, (b) a Family Controlled Entity of such Person, (c) any other Person with respect to whom such Person constitutes a Family Controlled Entity, (d) upon the death of such Person, by will or by the laws of descent and distribution to any Family Member or Family Controlled Entity; provided, however, that, until May 3130, 20052008, the Class II III Out-Performance Partnership Shares may not be Transferred by the Initial Holder without the approval of the managers of the Initial Holder.