TURN MAKE ANY SUCH DISPOSITION TO
ANOTHER PERSON WHO IS A PERMITTED TRANSFEREE WITH RESPECT TO THE INITIAL
TRANSFERRING PARTNER UPON THE SAME TERMS AND CONDITIONS), (II) FOLLOWING THE
THIRD ANNIVERSARY OF THE DATE OF THIS AGREEMENT, (III) PRIOR TO THE THIRD
ANNIVERSARY OF THE DATE OF THIS AGREEMENT WITH THE CONSENT OF THE GENERAL
PARTNER, (IV) BY ONE SPONSOR GROUP TO ANOTHER SPONSOR GROUP, OR (IV) PURSUANT TO
A LIMITED PARTNER'S RIGHTS AS A CLASS A-1 TAG OFFEREE UNDER SECTION 4.3 OR IN
CONNECTION WITH A DRAG-ALONG SALE PURSUANT TO AND IN ACCORDANCE WITH SECTION
4.4.
(B)
ANY TRANSFER MADE PURSUANT TO CLAUSES (I) AND (IV) OF SECTION
4.2(A) ABOVE SHALL NOT BE SUBJECT TO THE TERMS OF SECTION 4.3 BELOW.
(C)
THE PROVISIONS OF THIS SECTION 4.2 SHALL TERMINATE UPON A
QUALIFIED PUBLIC OFFERING.
Section 4.3.
Class A-1 Tag-Along Rights.
(A)
NO BLACKSTONE PARTNER SHALL SELL OR OTHERWISE EFFECT THE
DISPOSITION OF ANY CLASS A-1 INTERESTS (IN ONE OR A SERIES OF TRANSACTIONS) TO A
THIRD PARTY (EXCLUDING FOR SUCH PURPOSE DISPOSITIONS IN CONNECTION WITH A
QUALIFIED PUBLIC OFFERING) UNLESS THE TERMS AND CONDITIONS OF SUCH DISPOSITION
INCLUDE AN OFFER, ON THE SAME TERMS AS THE OFFER TO THE SELLING PARTNER (THE
"CLASS A-1 SELLING PARTNER"), TO EACH OF THE OTHER CLASS A-1 LIMITED PARTNERS
(COLLECTIVELY, THE "CLASS A-1 TAG OFFEREES"), TO INCLUDE AT THE OPTION OF EACH
CLASS A-1 TAG OFFEREE, IN THE SALE OR OTHER DISPOSITION TO THE THIRD PARTY, A
NUMBER OF CLASS A-1 INTERESTS OWNED BY EACH CLASS A-1 TAG OFFEREE DETERMINED IN
ACCORDANCE WITH THIS SECTION 4.3.
(B)
THE CLASS A-1 SELLING PARTNER SHALL CAUSE THE THIRD PARTY OFFER TO
BE REDUCED TO WRITING (WHICH WRITING SHALL INCLUDE AN OFFER TO PURCHASE OR
OTHERWISE ACQUIRE CLASS A-1 INTERESTS FROM THE CLASS A-1 TAG OFFEREES AS
REQUIRED BY THIS SECTION 4.3 AND A TIME AND PLACE DESIGNATED FOR THE CLOSING OF
SUCH PURCHASE, WHICH TIME SHALL NOT BE LESS THAN 10 DAYS AFTER DELIVERY OF SUCH
NOTICE) AND SHALL SEND WRITTEN NOTICE OF SUCH THIRD PARTY OFFER (THE "CLASS A-1
INCLUSION NOTICE") TO EACH OF THE CLASS A-1 TAG OFFEREES AND THE GENERAL PARTNER
IN THE MANNER SPECIFIED HEREIN.
(C)
EACH CLASS A-1 TAG OFFEREE SHALL HAVE THE RIGHT (AN "CLASS A-1
INCLUSION RIGHT"), EXERCISABLE BY DELIVERY OF NOTICE TO THE CLASS A-1 SELLING
PARTNER AT ANY TIME WITHIN TEN BUSINESS DAYS AFTER RECEIPT OF THE CLASS A-1
INCLUSION NOTICE, TO SELL PURSUANT TO SUCH THIRD PARTY OFFER, AND UPON THE TERMS
AND CONDITIONS SET FORTH IN THE CLASS A-1 INCLUSION NOTICE, THAT NUMBER OF CLASS
A-1 INTERESTS REQUESTED TO BE INCLUDED BY SUCH CLASS A-1 TAG OFFEREE; PROVIDED,
HOWEVER, THAT IF THE PROPOSED THIRD PARTY TRANSFEREE IS UNWILLING TO PURCHASE
ALL OF THE CLASS A-1 INTERESTS REQUESTED TO BE SOLD BY ALL EXERCISING CLASS A-1
TAG OFFEREES, THEN EACH CLASS A-1 TAG OFFEREE SHALL HAVE THE RIGHT TO SELL
PURSUANT TO SUCH THIRD PARTY OFFER, AND UPON THE TERMS AND CONDITIONS SET FORTH