Common use of Contribution and Transfer Clause in Contracts

Contribution and Transfer. (a) For and in consideration of the issuance by Transferee to Transferor of the Units, Transferor hereby contributes and assigns to Transferee all of Transferor’s right, title and interest in and to the Transferred Interests, including, without limitation, all of Transferor’s rights and interest in all profits, losses, Cash Flow, Capital Proceeds (as such terms are defined in the Mill Run Operating Agreement), distributions and capital of the Company with respect to such Transferred Interests, except that the Transferor is retaining all right to distributions previously paid and allocations made by the Company on account of the Transferred Interests prior to the date hereof. In connection with its receipt of the Units, Transferor agrees to be bound by and comply with the terms of the Amended and Restated Agreement of Limited Partnership of Transferee dated as of April 22, 2005, as amended by the First Amendment to the Amended and Restated Agreement of Limited Partnership of Transferee, dated as of the date hereof (as so amended, the “Partnership Agreement”), and delivers herewith an executed counterpart of the Partnership Agreement. (b) Transferee hereby accepts Transferor’s contribution, transfer and assignment of the Transferred Interests. (c) Transferor hereby withdraws as a Member of the Company and grants Transferee the right to be admitted as a substitute member of the Company in Transferor’s place in accordance with the terms of the Mill Run Operating Agreement. (d) The Company hereby admits Transferee as a substitute member of the Company in Transferor’s place.