PARTNER IS NOT
REQUIRED TO CONTRIBUTE OR TO LEND ANY CASH OR PROPERTY TO THE PARTNERSHIP TO
ENABLE THE PARTNERSHIP TO RETURN ANY PARTNER'S CAPITAL CONTRIBUTIONS.
SECTION 5.4.
CAPITAL ACCOUNT.
A SEPARATE CAPITAL ACCOUNT (A "CAPITAL
ACCOUNT") SHALL BE ESTABLISHED AND MAINTAINED FOR EACH PARTNER.
THE CAPITAL
ACCOUNT OF EACH PARTNER SHALL BE CREDITED WITH SUCH PARTNER'S CAPITAL
CONTRIBUTIONS, IF ANY, ALL ITEMS OF INCOME AND GAIN ALLOCATED TO SUCH PARTNER
PURSUANT TO SECTION 8.1 AND ANY ITEMS OF INCOME OR GAIN WHICH ARE SPECIALLY
ALLOCATED PURSUANT TO SECTION 8.2; AND SHALL BE DEBITED WITH ALL ITEMS OF LOSS
AND DEDUCTION ALLOCATED TO SUCH PARTNER PURSUANT TO SECTION 8.1, ANY ITEMS OF
LOSS OR DEDUCTION OF THE PARTNERSHIP SPECIALLY ALLOCATED TO SUCH PARTNER
PURSUANT TO SECTION 8.2, AND ALL CASH AND THE BOOK VALUE OF ANY PROPERTY (NET OF
LIABILITIES ASSUMED BY SUCH PARTNER AND THE LIABILITIES TO WHICH SUCH PROPERTY
IS SUBJECT) DISTRIBUTED BY THE PARTNERSHIP TO SUCH PARTNER.
TO THE EXTENT NOT
PROVIDED FOR IN THE PRECEDING SENTENCE, THE CAPITAL ACCOUNTS OF THE PARTNERS
SHALL BE ADJUSTED AND MAINTAINED IN ACCORDANCE WITH THE RULES OF TREASURY
REGULATIONS SECTION 1.704-1(B)(2)(IV), AS THE SAME MAY BE AMENDED OR REVISED.
ANY REFERENCES IN ANY SECTION OF THIS AGREEMENT TO THE CAPITAL ACCOUNT OF A
PARTNER SHALL BE DEEMED TO REFER TO SUCH CAPITAL ACCOUNT AS THE SAME MAY BE
CREDITED OR DEBITED FROM TIME TO TIME AS SET FORTH ABOVE.
IN THE EVENT OF ANY
TRANSFER OF ANY INTEREST IN THE PARTNERSHIP IN ACCORDANCE WITH THE TERMS OF THIS
AGREEMENT, THE TRANSFEREE SHALL SUCCEED TO THE CAPITAL ACCOUNT OF THE TRANSFEROR
TO THE EXTENT IT RELATES TO THE TRANSFERRED INTEREST
SECTION 5.5.
PRE-EMPTIVE RIGHTS; OTHER PRO RATA RIGHTS.
(A)
IF THE PARTNERSHIP OR ANY OF TDS INVESTOR (BERMUDA) 3 LTD., TDS
INVESTOR (BERMUDA) 2 LTD. OR TDS INVESTOR (BERMUDA) LTD. ISSUES OR PROPOSES TO
ISSUE ANY INTERESTS OR ANY OTHER EQUITY SECURITIES OF SUCH ENTITY OR ANY OPTIONS
OR OTHER RIGHTS TO ACQUIRE INTERESTS OR ANY OTHER EQUITY SECURITIES OF SUCH
ENTITY ("NEW SECURITIES"), OR ENTERS INTO ANY CONTRACTS, COMMITMENTS,
AGREEMENTS, UNDERSTANDINGS OR ARRANGEMENTS OF ANY KIND RELATING TO ANY ISSUANCE
OF ANY NEW SECURITIES (OTHER THAN THE ISSUANCE OF EQUITY SECURITIES (I) TO
EMPLOYEES AND DIRECTORS OF THE PARTNERSHIP OR ANY OF ITS SUBSIDIARIES WITH
RESPECT TO ANY EMPLOYEE BENEFIT PLAN, INCENTIVE AWARD PROGRAM OR OTHER
COMPENSATION ARRANGEMENT (OTHER THAN ISSUANCES TO INDIVIDUALS WHO ARE EMPLOYEES
OF BLACKSTONE, TCV OR OEP), (II) TO THE SELLERS IN ANY BUSINESS COMBINATION OR
ACQUISITION BY THE PARTNERSHIP OR ANY OF ITS SUBSIDIARIES, (III) IN A PUBLIC
OFFERING OF INTERESTS OR OTHER EQUITY SECURITIES OR (IV) IN CONNECTION WITH AN
IPO CONVERSION (EACH AN "EXCLUDED ISSUANCE")), THE PARTNERSHIP SHALL GIVE EACH
PARTNER THAT IS A MEMBER OF A SPONSOR GROUP THE RIGHT TO PURCHASE, ON THE SAME
TERMS INCLUDING AT THE SAME PURCHASE PRICE AS THE PRICE FOR THE NEW SECURITIES
TO BE ISSUED, UP TO THAT NUMBER OF NEW SECURITIES SO THAT AFTER