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SEC Filings

SC 13D
ALLEN PAUL G filed this Form SC 13D on 11/22/1999
Entire Document
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shall be effective unless expressly contained in a writing signed by the waiving
party; and (b) no alteration, modification, or impairment shall be implied by
reason of any previous waiver, extension of time, delay or omission in exercise
or other indulgence.

               8.6 Severability. The validity, legality or enforceability of the
remainder of this Agreement shall not be affected even if one or more of the
provisions of this Agreement shall be held to be invalid, illegal or
unenforceable in any respect.

               8.7 Undertakings. All authority herein conferred or agreed to be
conferred upon a party to this Agreement and all agreements of a party contained
herein shall survive the death or incapacity of such party (or any of them).

               8.8 Successors and Assigns. Except as provided herein to the
contrary, this Agreement shall be binding upon and shall inure to the benefit of
the parties, their respective heirs, estates, personal representatives,
conservators, successors and permitted assigns.

               8.9 Assignments.

                      (a) The Holder and any Permitted Transferee may transfer
some or all of its Shares to any of the following persons or entities (each such
person or entity, a "Permitted Transferee"), and the Permitted Transferee shall
thereupon have the rights provided in this Agreement:

                             (i) any person or entity that has entered into a
Put Agreement substantially similar to this Agreement upon the exchange by such
person or entity of Class D Common Units for shares of PublicCo common stock
pursuant to the Exchange Agreement;

                             (ii) any person or entity that, directly or
indirectly, through the ownership of voting securities, controls, is controlled
by, or is commonly controlled with the Holder;

                             (iii) any investment fund formed by an affiliate of
the Holder that is commonly controlled with the Holder;

                             (iv) a trust for the benefit of the equity owners
of the Holder and of which the trustee or trustees are one or more persons or
entities that either control, or are commonly controlled with, the Holder or are
banks, trust companies, or similar entities;

                             (v) any person or entity for which the Holder is
acting as nominee or any trust controlled by or under common control with such
person or entity;

                             (vi) if the Holder is an individual, any charitable
foundation, charitable trust, or similar entity, or any charitable organization
to which Shares are transferred by such charitable foundation, charitable trust,
or similar entity, the estate, heirs, or legatees of the Holder upon the
Holder's death, any member of the Holder's family, any trust or similar entity
for the benefit of the Holder or one or more members of the Holder's family, or
any entity controlled by the Holder or one or more members of the Holder's