OR SIMILARLY DISPOSE OF,
EITHER VOLUNTARILY OR INVOLUNTARILY, OR ENTER INTO ANY CONTRACT, OPTION OR OTHER
ARRANGEMENT OR UNDERSTANDING WITH RESPECT TO THE SALE, TRANSFER, ASSIGNMENT,
PLEDGE, ENCUMBRANCE, HYPOTHECATION, DISTRIBUTION, DIVIDEND OR SIMILAR
DISPOSITION OF (COLLECTIVELY, "TRANSFER") ANY CLASS B UNIT WITHOUT THE CONSENT
OF MDC (WHICH SHALL NOT BE UNREASONABLY WITHHELD IN CONNECTION WITH A TRANSFER
TO ANY TRUST FOR THE BENEFIT OF A HOLDER OF CLASS B UNITS OR HIS OR HER
IMMEDIATE FAMILY FOR ESTATE PLANNING PURPOSES), EXCEPT IN A TRANSACTION PURSUANT
TO THIS ARTICLE X.
CLASS A UNITS AND ANY CLASS B UNITS HELD BY MDC OR ITS
TRANSFEREES SHALL BE FREELY TRANSFERABLE, DIRECTLY OR INDIRECTLY, WITHOUT
RESTRICTION.
(B)
NOTWITHSTANDING ANYTHING IN THE FOREGOING TO
THE CONTRARY, A MANAGEMENT UNITHOLDER MAY OFFER TO SELL ANY OR ALL OF ITS
CLASS B UNITS (FOR PURPOSES OF THIS SECTION 10.1, THE "SUBJECT UNITS") TO THE
FOLLOWING PERSONS IN ACCORDANCE WITH THE FOLLOWING PROCEDURES:
(I)
SUCH MANAGEMENT UNITHOLDER SHALL FIRST
OFFER TO SELL SUCH SUBJECT UNITS TO THE COMPANY AND THE COMPANY SHALL HAVE THE
EXCLUSIVE RIGHT TO PURCHASE SUCH SUBJECT UNITS FOR A PERIOD OF 30 DAYS FOLLOWING
THE LATER OF (X) THE RECEIPT OF THE NOTICE REFERRED TO IN SECTION 10.1(C) AND
(Y) THE DAY THAT IS SIX MONTHS AND ONE DAY AFTER SUCH SUBJECT UNITS WERE
ACQUIRED BY THE MANAGEMENT UNITHOLDER; AND
(II)
IN THE EVENT THAT NOT ALL OF THE SUBJECT
UNITS ARE PURCHASED PURSUANT TO CLAUSE (I) ABOVE BY THE END OF THE PERIOD
SPECIFIED THEREIN, SUCH MANAGEMENT UNITHOLDER SHALL OFFER TO SELL SUCH UNSOLD
SUBJECT UNITS TO MDC AND MDC SHALL HAVE THE EXCLUSIVE RIGHT TO PURCHASE SUCH
SUBJECT UNITS FOR A PERIOD OF 30 DAYS FOLLOWING THE TERMINATION OF THE PERIOD
SET FORTH IN CLAUSE (I) ABOVE.
FOR PURPOSES OF THIS SECTION 10.1, THE PERSONS
DESCRIBED IN CLAUSES (I) AND (II) ARE KNOWN COLLECTIVELY AS THE "PURCHASERS".
(C)
IN ORDER FOR A MANAGEMENT UNITHOLDER TO
EXERCISE ITS RIGHT TO SELL ITS CLASS B UNITS PURSUANT TO SECTION 10.1(B), SUCH
MANAGEMENT UNITHOLDER SHALL DELIVER A WRITTEN NOTICE TO THE COMPANY OF ITS
INTENTION TO SELL ITS UNITS PURSUANT TO THIS SECTION 10.1, WHICH NOTICE SHALL
SET FORTH THE NUMBER OF SUBJECT UNITS BEING OFFERED FOR SALE AND THE FMV (AS
DEFINED IN SECTION 10.10) PER UNIT (WHICH MAY BE THE MOST RECENT DETERMINATION
MADE BY THE BOARD OF MANAGERS).
EACH PURCHASER MAY EXERCISE ITS RIGHTS UNDER
THIS SECTION 10.1 BY DELIVERING A WRITTEN NOTICE TO THE SELLING MANAGEMENT
UNITHOLDER.
THE PURCHASE AND SALE OF THE UNITS UPON THE EXERCISE OF AN OFFER TO
SELL PURSUANT TO SECTION 10.1(B) SHALL BE MADE IN ACCORDANCE WITH THE APPLICABLE
PROVISIONS OF SECTION 10.10.
Section 10.2
Five Year Call; Five Year Put; Eight Year Call.
(A)
SUBJECT TO SECTION 10.2(D), AT ANY TIME
DURING THE PERIOD COMMENCING ON THE FIFTH ANNIVERSARY OF THE EFFECTIVE TIME AND
ENDING, SOLELY IN THE CASE OF THE MANAGEMENT UNITHOLDERS, ON THE DAY PRIOR TO
THE EIGHTH ANNIVERSARY OF THE EFFECTIVE TIME