Common use of Conversion to Corporate Form Clause in Contracts

Conversion to Corporate Form. Subject to Section 7.6(e), the Board (with the prior written consent of QIC and FBG) shall have the power and authority to convert the Company into a corporation or to merge, combine or effect any other restructuring of the Company, including for the purpose of changing the form of the Company into a corporation or causing the company to become a wholly-owned subsidiary of a newly formed corporation in connection with the implementation of an “up-C” or similar structure, and the Board (with the consent of QIC and FBG) may take such other action as it may deem advisable in connection therewith, including (a) creating one or more Subsidiaries of the newly formed corporation, transferring to such Subsidiaries any or all of the assets of such Person (including by merger) and dissolving such Person, or (b) causing the Members to exchange their Units for capital stock of the newly formed corporation. In connection with any such transaction, the Members shall receive, in exchange for their respective Units, shares of common stock or preferred stock of such corporation or its Subsidiaries having the same governance rights and minority protections and substantially the same relative economic interest in such corporation or its Subsidiaries as is set forth in this Agreement, subject to any modifications required as a result of the conversion to corporate form. At the time of such transaction, the Members shall, and hereby agree to, take any and all actions deemed necessary or appropriate by the Board that are approved by QIC and FBG to effect such transaction, and shall enter into a stockholders’ agreement providing for (a) such restrictions on Transfer comparable to those contained in this Agreement, (b) an agreement to vote all shares of capital stock held by them to elect persons designated by the Board (with the consent of QIC and FBG) as the directors of the new corporation on terms consistent with Article VII and (iii) QIC to be merged into, combined with, or contributed to the newly formed corporation (without discount) in a non-taxable transaction and QIC’s owner shall be entitled to the same consideration as it would have been entitled if it had exchanged the applicable Units in such transaction.

Conversion to Corporate Form. Subject In the event that the Board of Directors determines that it would be advisable for the Company to Section 7.6(e)convert or reorganize into the corporate form of organization, the Board (with the prior written consent of QIC and FBG) shall have the power and authority to convert the Company into a corporation or to mergeDirectors shall, combine or effect any other restructuring on behalf of the Company, including formulate a plan of conversion or reorganization (the “Reorganization Plan”) to effectuate such conversion. The Reorganization Plan shall only be approved by the Board of Directors to the extent that it is tax efficient for the purpose Members. If the requisite Member approval is obtained for such Reorganization Plan, then subject to this Section 10.3, each Member shall take whatever reasonable action is required under such Reorganization Plan to effect the transactions contemplated therein. Except as otherwise provided in a duly approved Reorganization Plan, in such conversion: 10.3.1 Subject to Section 10.3.3, if such Reorganization Plan is other than in connection with an initial public offering of changing the form Company, then: *** Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. 67 10.3.1.1 Each Member shall receive, with respect to such Member’s Preferred Interests, convertible and redeemable preferred stock of the successor corporation equivalent to the fully-diluted Interests represented by such Member’s Preferred Interests immediately prior to the conversion and having a liquidation preference equal to the sum of such Member’s Unreturned Capital plus such Member’s accrued and unpaid Accrued Dividend, if any, as of such time, but, after satisfaction of such liquidation preference, no right to receive participating distributions along with the common stock on an as-converted basis; 10.3.1.2 Each Member shall receive, with respect to such Member’s Non-Voting Preferred Interests, non-voting preferred stock, with substantially the same rights and restrictions as set for in the applicable Addendum of Designation, of the successor corporation equivalent to the fully-diluted Interests represented by such Member’s Preferred Interests immediately prior to the conversion and having a liquidation preference equal to the sum of such Member’s Unreturned Capital plus such Member’s accrued and unpaid Accrued Dividend, if any, as of such time, but, after satisfaction of such liquidation preference, no right to receive participating distributions along with the common stock on an as-converted basis; 10.3.1.3 Each Member shall receive, with respect to such Member’s Common Interests, common stock of the successor corporation having the same fully-diluted percentage of rights to dividends and other distributions and rights to participate in the proceeds of any sale of shares equivalent to the fully-diluted Interests represented by such Member’s Common Interests immediately prior to the conversion, provided that, any such right shall be reduced or otherwise subordinated to preferred stock of the successor corporation; and 10.3.1.4 Each Member shall receive with respect to such Member’s Interests: (A) relative voting rights equivalent to those of such Interests; (B) the same restrictions on transfer as were applicable to such Interests prior to the conversion; (C) the same vesting, forfeiture and repurchase restrictions as were applicable to such Interests prior to the conversion; and (D) any other rights or restrictions as were applicable to such Interests prior to the conversion. 10.3.2 Subject to Section 10.3.3, if such Reorganization Plan is in connection with an initial public offering of the Company into or a corporation successor entity to the Company (the “IPO Entity”), then each Member will receive common stock (or causing the company to become a wholly-owned subsidiary of a newly formed corporation in connection with the implementation of an “up-C” or similar structure, and the Board (with the consent of QIC and FBGcomparable equity securities) may take such other action as it may deem advisable in connection therewith, including (a) creating one or more Subsidiaries of the newly formed corporation, transferring IPO Entity equal to such Subsidiaries any or all the number of the assets of such Person (including by merger) and dissolving such Person, or (b) causing the Members to exchange their Units for capital stock of the newly formed corporation. In connection with any such transaction, the Members shall receive, in exchange for their respective Units, shares of common stock such Member holding Non-Voting Preferred Interests, Preferred Interests or Common Interests would have received pursuant to Section 10.3.1.1 (upon conversion of such preferred stock of issued pursuant thereto, and any Accrued Dividend shall be paid to such corporation or its Subsidiaries having the same governance Members upon such conversion pursuant to Section 5.4.4) and 10.3.1.2, respectively. The voting rights, transfer restrictions, information rights and minority protections and substantially investor rights applicable to the same relative economic interest Members after any such conversion in such corporation or its Subsidiaries connection with an initial public offering shall be as is set forth in this Agreement, subject or as otherwise approved by the Board and the Members in accordance with this Agreement. *** Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to any modifications required as a result Rule 24b-2 of the Securities Exchange Act of 1934, as amended. 68 10.3.3 Notwithstanding the foregoing, in the event of a conversion to corporate form. At , whether or not in connection with an initial public offering, NAV CANADA US Subsidiary shall have the time of such transaction, the Members shall, and hereby agree to, take any and all actions deemed necessary or appropriate by the Board that are approved by QIC and FBG right to effect such transactiona transaction that is treated as the contribution of NAV CANADA US Subsidiary stock by NAV CANADA US Subsidiary Stockholder to the successor corporation or IPO Entity, with the result that NAV CANADA US Subsidiary Stockholder shall hold directly interests in the successor corporation or IPO Entity, as applicable, and shall enter into a stockholders’ agreement providing for (a) such restrictions on Transfer comparable to those contained in this Agreementhave the same rights, (b) an agreement to vote all shares of capital stock held by them to elect persons designated by the Board (with the consent of QIC and FBG) as the directors of the new corporation on terms consistent with Article VII and (iii) QIC to be merged into, combined with, or contributed to the newly formed corporation (without discount) in a non-taxable transaction and QIC’s owner shall be entitled subject to the same consideration restrictions, as it NAV CANADA US Subsidiary would have been entitled under Section 10.3.1 or Section 10.3.2 if it had exchanged NAV CANADA US Subsidiary stock were not contributed; provided that, to the applicable Units extent practicable, NAV CANADA’s rights under this Section 10.3.3 shall be implemented in such transactiona manner that does not result in materially adverse tax consequences for the other Members.

Conversion to Corporate Form. Subject In the event that the Board of Directors determines that it would be advisable for the Company to Section 7.6(e)convert or reorganize into the corporate form of organization, the Board (with the prior written consent of QIC and FBG) shall have the power and authority to convert the Company into a corporation or to mergeDirectors shall, combine or effect any other restructuring on behalf of the Company, including formulate a plan of conversion or reorganization (the “Reorganization Plan”) to effectuate such conversion. The Reorganization Plan shall only be approved by the Board of Directors to the extent that it is tax efficient for the purpose Members. If the requisite Member approval is obtained for such Reorganization Plan, then subject to this Section 10.3, each Member shall take whatever reasonable action is required under such Reorganization Plan to effect the transactions contemplated therein. Except as otherwise provided in a duly approved Reorganization Plan, in such conversion: 10.3.1 Subject to Section 10.3.3, if such Reorganization Plan is other than in connection with an initial public offering of changing the form Company, then: 10.3.1.1 Each Member shall receive, with respect to such Member’s Preferred Interests, convertible and redeemable preferred stock of the successor corporation equivalent to the fully-diluted Interests represented by such Member’s Preferred Interests immediately prior to the conversion and having a liquidation preference equal to the sum of such Member’s Unreturned Capital plus such Member’s accrued and unpaid Accrued Dividend, if any, as of such time, but, after satisfaction of such liquidation preference, no right to receive participating distributions along with the common stock on an as-converted basis; 10.3.1.2 Each Member shall receive, with respect to such Member’s Common Interests, common stock of the successor corporation having the same fully-diluted percentage of rights to dividends and other distributions and rights to participate in the proceeds of any sale of shares equivalent to the fully-diluted Interests represented by such Member’s Common Interests immediately prior to the conversion, provided that, any such right shall be reduced or otherwise subordinated to preferred stock of the successor corporation; and 10.3.1.3 Each Member shall receive with respect to such Member’s Interests: (A) relative voting rights equivalent to those of such Interests; (B) the same restrictions on transfer as were applicable to such Interests prior to the conversion; (C) the same vesting, forfeiture and repurchase restrictions as were applicable to such Interests prior to the conversion; and (D) any other rights or restrictions as were applicable to such Interests prior to the conversion. 10.3.2 Subject to Section 10.3.3, if such Reorganization Plan is in connection with an initial public offering of the Company into or a corporation successor entity to the Company (the “IPO Entity”), then each Member will receive common stock (or causing the company to become a wholly-owned subsidiary of a newly formed corporation in connection with the implementation of an “up-C” or similar structure, and the Board (with the consent of QIC and FBGcomparable equity securities) may take such other action as it may deem advisable in connection therewith, including (a) creating one or more Subsidiaries of the newly formed corporation, transferring IPO Entity equal to such Subsidiaries any or all the number of the assets of such Person (including by merger) and dissolving such Person, or (b) causing the Members to exchange their Units for capital stock of the newly formed corporation. In connection with any such transaction, the Members shall receive, in exchange for their respective Units, shares of common stock such Member holding Preferred Interests or Common Interests would have received pursuant to Section 10.3.1.1 (upon conversion of such preferred stock of issued pursuant thereto, and any Accrued Dividend shall be paid to such corporation or its Subsidiaries having the same governance Members upon such conversion pursuant to Section 5.4.4) and 10.3.1.2, respectively. The voting rights, transfer restrictions, information rights and minority protections and substantially investor rights applicable to the same relative economic interest Members after any such conversion in such corporation or its Subsidiaries connection with an initial public offering shall be as is set forth in this Agreement, subject or as otherwise approved by the Board and the Members in accordance with this Agreement. *** Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to any modifications required as a result Rule 24b-2 of the Securities Exchange Act of 1934, as amended. 10.3.3 Notwithstanding the foregoing, in the event of a conversion to corporate form. At , whether or not in connection with an initial public offering, NAV CANADA US Subsidiary shall have the time of such transaction, the Members shall, and hereby agree to, take any and all actions deemed necessary or appropriate by the Board that are approved by QIC and FBG right to effect such transactiona transaction that is treated as the contribution of NAV CANADA US Subsidiary stock by NAV CANADA US Subsidiary Stockholder to the successor corporation or IPO Entity, with the result that NAV CANADA US Subsidiary Stockholder shall hold directly interests in the successor corporation or IPO Entity, as applicable, and shall enter into a stockholders’ agreement providing for (a) such restrictions on Transfer comparable to those contained in this Agreementhave the same rights, (b) an agreement to vote all shares of capital stock held by them to elect persons designated by the Board (with the consent of QIC and FBG) as the directors of the new corporation on terms consistent with Article VII and (iii) QIC to be merged into, combined with, or contributed to the newly formed corporation (without discount) in a non-taxable transaction and QIC’s owner shall be entitled subject to the same consideration restrictions, as it NAV CANADA US Subsidiary would have been entitled under Section 10.3.1 or Section 10.3.2 if it had exchanged NAV CANADA US Subsidiary stock were not contributed; provided that, to the applicable Units extent practicable, NAV CANADA's rights under this Section 10.3.3 shall be implemented in such transactiona manner that does not result in materially adverse tax consequences for the other Members.

Conversion to Corporate Form. Subject In the event that the Board of Directors determines that it would be advisable for the Company to Section 7.6(e)convert or reorganize into the corporate form of organization, the Board (with the prior written consent of QIC and FBG) shall have the power and authority to convert the Company into a corporation or to mergeDirectors shall, combine or effect any other restructuring on behalf of the Company, including formulate a plan of conversion or reorganization (the “Reorganization Plan”) to effectuate such conversion. The Reorganization Plan shall only be approved by the Board of Directors to the extent that it is tax efficient for the purpose Members. If the requisite Member approval is obtained for such Reorganization Plan, then subject to this Section 10.3, each Member shall take whatever reasonable action is required under such Reorganization Plan to effect the transactions contemplated therein. Except as otherwise provided in a duly approved Reorganization Plan, in such conversion: 10.3.1 Subject to Section 10.3.3, if such Reorganization Plan is other than in connection with an initial public offering of changing the form Company, then: 10.3.1.1 Each Member shall receive, with respect to such Member’s Preferred Interests, convertible and redeemable preferred stock of the successor corporation equivalent to the fully-diluted Interests represented by such Member’s Preferred Interests immediately prior to the conversion and having a liquidation preference equal to the sum of such Member’s Unreturned Capital plus such Member’s accrued and unpaid Accrued Dividend, if any, as of such time, but, after satisfaction of such liquidation preference, no right to receive participating distributions along with the common stock on an as-converted basis; 10.3.1.2 Each Member shall receive, with respect to such Member’s Non-Voting Preferred Interests, non-voting preferred stock, with substantially the same rights and restrictions as set forth in the applicable Addendum of Designation, of the successor corporation equivalent to the fully-diluted Interests represented by such Member’s Preferred Interests immediately prior to the conversion and having a liquidation preference equal to the sum of such Member’s Unreturned Capital plus such Member’s accrued and unpaid Accrued Dividend, if any, as of such time, but, after satisfaction of such liquidation preference, no right to receive participating distributions along with the common stock on an as-converted basis; 10.3.1.3 Each Member shall receive, with respect to such Member’s Common Interests, common stock of the successor corporation having the same fully-diluted percentage of rights to dividends and other distributions and rights to participate in the proceeds of any sale of shares equivalent to the fully-diluted Interests represented by such Member’s Common Interests immediately prior to the conversion, provided that, any such right shall be reduced or otherwise subordinated to preferred stock of the successor corporation; and 10.3.1.4 Each Member shall receive with respect to such Member’s Interests: (A) relative voting rights equivalent to those of such Interests; (B) the same restrictions on transfer as were applicable to such Interests prior to the conversion; (C) the same vesting, forfeiture and repurchase restrictions as were applicable to such Interests prior to the conversion; and (D) any other rights or restrictions as were applicable to such Interests prior to the conversion. 10.3.2 Subject to Section 10.3.3, if such Reorganization Plan is in connection with an initial public offering of the Company into or a corporation successor entity to the Company (the “IPO Entity”), then each Member will receive common stock (or causing the company to become a wholly-owned subsidiary of a newly formed corporation in connection with the implementation of an “up-C” or similar structure, and the Board (with the consent of QIC and FBGcomparable equity securities) may take such other action as it may deem advisable in connection therewith, including (a) creating one or more Subsidiaries of the newly formed corporation, transferring IPO Entity equal to such Subsidiaries any or all the number of the assets of such Person (including by merger) and dissolving such Person, or (b) causing the Members to exchange their Units for capital stock of the newly formed corporation. In connection with any such transaction, the Members shall receive, in exchange for their respective Units, shares of common stock such Member holding Non-Voting Preferred Interests, Preferred Interests or Common Interests would have received pursuant to Section 10.3.1.1 (upon conversion of such preferred stock of issued pursuant thereto, and any Accrued Dividend shall be paid to such corporation or its Subsidiaries having the same governance Members upon such conversion pursuant to Section 5.4.4) and 10.3.1.2, respectively. The voting rights, transfer restrictions, information rights and minority protections and substantially investor rights applicable to the same relative economic interest Members after any such conversion in such corporation or its Subsidiaries connection with an initial public offering shall be as is set forth in this Agreement, subject to any modifications required or as otherwise approved by the Board and the Members in accordance with this Agreement. 10.3.3 Notwithstanding the foregoing, in the event of a result of the conversion to corporate form. At , whether or not in connection with an initial public offering, NAV CANADA US Subsidiary shall have the time of such transaction, the Members shall, and hereby agree to, take any and all actions deemed necessary or appropriate by the Board that are approved by QIC and FBG right to effect such transactiona transaction that is treated as the contribution of NAV CANADA US Subsidiary stock by NAV CANADA US Subsidiary Stockholder to the successor corporation or IPO Entity, with the result that NAV CANADA US Subsidiary Stockholder shall hold directly interests in the successor corporation or IPO Entity, as applicable, and shall enter into a stockholders’ agreement providing for (a) such restrictions on Transfer comparable to those contained in this Agreementhave the same rights, (b) an agreement to vote all shares of capital stock held by them to elect persons designated by the Board (with the consent of QIC and FBG) as the directors of the new corporation on terms consistent with Article VII and (iii) QIC to be merged into, combined with, or contributed to the newly formed corporation (without discount) in a non-taxable transaction and QIC’s owner shall be entitled subject to the same consideration restrictions, as it NAV CANADA US Subsidiary would have been entitled under Section 10.3.1 or Section 10.3.2 if it had exchanged NAV CANADA US Subsidiary stock were not contributed; provided that, to the applicable Units extent practicable, NAV CANADA’s rights under this Section 10.3.3 shall be implemented in such transactiona manner that does not result in materially adverse tax consequences for the other Members.

Conversion to Corporate Form. Subject (a) In the event that the Committee shall determine that it is desirable or helpful for the business of the Partnership to Section 7.6(e)be conducted in a corporate rather than in a partnership form, the Board (with Committee may incorporate the prior written consent of QIC and FBG) shall have the power and authority to convert the Company into a corporation Partnership or to merge, combine or effect any other restructuring of the Company, including for the purpose of changing the form of the Company into a corporation or causing the company to become a wholly-owned subsidiary of a newly formed corporation in connection with the implementation of an “up-C” or similar structure, and the Board (with the consent of QIC and FBG) may take such other action as it may deem advisable in connection therewithlight of such changed conditions, including (a) creating one or more Subsidiaries including, without limitation, dissolving the Partnership, provided that, the Committee may not incorporate the Partnership without the Consent of the newly formed corporation, transferring to such Subsidiaries any or all of the assets of such Person (including by merger) and dissolving such Person, or (b) causing the Members to exchange their Units for capital stock of the newly formed corporationPartners. In connection with any such transactionincorporation of the Partnership, the Members Partners shall receive, in exchange for their respective UnitsPartnership Interests, shares of common stock or preferred capital stock of such corporation or its Subsidiaries having the same governance relative rights and minority protections preferences as to dividends and substantially distributions and the same relative economic interest in such corporation or its Subsidiaries as is set forth in this Agreementvoting and transfer rights, subject in each case to any modifications required solely as a result of the conversion to corporate formform (all such rights and preferences being referred to, collectively, as "Equity Rights"), as are set forth in this Agreement as among the holders of interests in the Partnership. (b) Prior to taking any such action to incorporate the Partnership, the Committee shall submit to the Partners the proposed forms of a certificate or articles of incorporation, by-laws, shareholders' agreement and any other governing documents proposed to be established for such corporation (the "Governing Documents"). At If Limited Partners holding Partnership Interests representing at least 20% (or 15% in the time event GTL becomes a Limited Partner pursuant to Section 6.3 hereof) of the total number of outstanding Partnership Interests held by all Limited Partners (not including any Partnership Interest held by LQSS or its Affiliates) notify the Committee within 15 days of the date the proposed forms of Governing Documents are submitted to the Limited Partners that they have concluded in good faith that, based upon such Governing Documents, the shares of capital stock of such transaction, corporation proposed to be issued to them in exchange for such Partnership Interests do not have the Members shall, and hereby agree to, take any and all actions deemed necessary or appropriate by the Board that same Equity Rights as are approved by QIC and FBG to effect such transaction, and shall enter into a stockholders’ agreement providing for (a) such restrictions on Transfer comparable to those contained set forth in this Agreement, (b) the Committee and such Limited Partners shall negotiate in good faith to resolve any differences with respect thereto. If the Committee and such Limited Partners do not resolve such differences, the Committee may appoint an agreement investment banking firm of internationally recognized standing reasonably acceptable to vote all shares such Limited Partners to advise the Partnership as to such dispute, and the conclusion of capital stock held such firm shall be binding on the parties, and any modification recommended by them such investment banking firm in the Equity Rights shall be incorporated into the Governing Documents. Nothing contained herein shall be construed to elect persons designated by give the Board (with Limited Partners any right to cause the consent of QIC and FBG) as the directors business of the new corporation on terms consistent with Article VII and (iii) QIC Partnership to be merged intoconducted in corporate form or to limit the right of the Committee to elect, combined withat any time, or contributed to the newly formed corporation (without discount) in continue such business as a non-taxable transaction and QIC’s owner shall be entitled to the same consideration as it would have been entitled if it had exchanged the applicable Units in such transactionpartnership.

Conversion to Corporate Form. Subject to Section 7.6(e), If the Board (with determines that it is desirable or helpful for the prior written consent business of QIC and FBG) the Company to be conducted in a corporate, rather than in a limited liability company, form, then the Board shall have the power and authority to incorporate the Company, convert the Company into to a corporation or to merge, combine or effect any other restructuring of the Company, including for the purpose of changing the form of the Company into a corporation or causing the company to become a wholly-owned subsidiary of a newly formed corporation in connection with the implementation of an “up-C” or similar structure, and the Board (with the consent of QIC and FBG) may take such other action as it the Board may deem advisable in connection therewithlight of such changed conditions, including (a) dissolving the Company, (b) creating one or more Subsidiaries of the newly newly-formed corporation, (c) transferring to such Subsidiaries any or all of the property and assets of the Company, (d) merging the Company with another entity, and/or (e) entering into such Person shareholders’ agreements, lock-up agreements, registration rights agreements and similar agreements as may be reasonably required to effect the intent of this Agreement (including by merger) a “Corporate Conversion”). The Board and dissolving such Person, or (b) causing the Company shall use commercially reasonable efforts to have any Corporate Conversion be tax-free to the Members (apart from ownership of a corporation as opposed to exchange their Units a partnership for capital stock of the newly formed corporationtax purposes). In connection with any such transactionCorporate Conversion, the Members shall receive, in exchange for their respective UnitsInterests, shares of common stock or preferred capital stock of such corporation or its Subsidiaries having the same governance rights and minority protections and substantially the same relative economic interest in such corporation or its Subsidiaries as is set forth in this Agreement, as among the holders of Interests, subject in each case to (i) any modifications required solely as a result of the conversion to corporate formform and (ii) any modifications to conform to the provisions relating to actions of shareholders and a board of directors set forth in the jurisdiction of incorporation. At the time of such transactionconversion, all of the Members shall, and hereby agree to, take any and all actions deemed necessary or appropriate by the Board that are approved by QIC and FBG to effect such transaction, and shall enter into a stockholdersshareholders’ agreement providing for (a) such substantially equivalent powers, restrictions on Transfer comparable and other provisions to those contained set forth in this Agreement. Notwithstanding anything to the contrary set forth herein, (b) an agreement to vote all shares of capital stock held by them to elect persons designated no such Corporate Conversion shall be undertaken by the Board (with Company without the prior written consent of QIC and FBG) as the directors of the new corporation on terms consistent any Member with Article VII and (iii) QIC respect to be merged into, combined with, or contributed to the newly formed corporation (without discount) which such action shall result in a non-taxable transaction and QIC’s owner shall be entitled de-minimis adverse tax consequences to the same consideration as it would have been entitled if it had exchanged the applicable Units in such transactionMember.

Conversion to Corporate Form. Subject In the event that the General Partner determines in its sole discretion to Section 7.6(eeither (i) convert the Partnership into corporate form (by means of a conversion or a merger into a corporate entity) or (ii) create a new corporate holding company to which each Limited Partner of the Partnership and each stockholder of the General Partner would contribute their interests in such entities for capital stock or other securities of such new holding company (each, an "APPROVED CORPORATE CONVERSION"), the Board (with the prior written consent of QIC each Partner hereby consents to such Approved Corporate Conversion and FBG) shall have the power and authority to convert the Company into a corporation or to mergeagrees that it will, combine or effect any other restructuring of the Company, including for the purpose of changing the form of the Company into a corporation or causing the company to become a wholly-owned subsidiary of a newly formed corporation in connection with such Approved Corporate Conversion, consent to and take all actions and raise no objections against the implementation of an “up-C” or similar structure, Approved Corporate Conversion and the Board (with the consent of QIC and FBG) may take such other action as it may deem advisable transactions to be taken in connection therewith, including with respect to any exchange or conversion of such Partner's Units or such Partner's interests in the General Partner (a) creating one "GP INTERESTS"). Each Partner shall take all necessary or more Subsidiaries desirable actions in connection with the consummation of the newly formed corporation, transferring Approved Corporate Conversion in the manner and form approved and determined by the General Partner in its sole discretion. The obligations of each Partner hereunder with respect to such Subsidiaries any or all the Approved Corporate Conversion is subject to the satisfaction of the assets of such Person following conditions: (including by mergeri) and dissolving such Personthe General Partner shall have used commercially reasonable efforts to provide that, or (b) causing upon the Members to exchange their Units for capital stock consummation of the newly formed corporation. In connection with any such transactionApproved Corporate Conversion, the Members each Partner shall receive, receive in exchange for their respective such Partner's Units, shares securities of common stock the corporate entity into which the Partnership is being converted (or preferred stock of interests in a partnership or limited liability company which holds such corporation or its Subsidiaries having the same governance rights and minority protections and corporate securities) with substantially the same relative economic interest in such corporation or its Subsidiaries as is set forth in this Agreementrights, subject to any modifications required privileges and preferences (taken as a result whole) as such Partner's Units or GP Interests have in the Partnership or General Partner respectively; (ii) if any Partners holding a class or type of Units or GP Interests are given an option as to the conversion form and amount of securities to corporate form. At the time of be received in exchange for such transactionPartner's Units or GP Interests, the Members shallas applicable, and hereby agree to, take any and all actions deemed necessary or appropriate by the Board that are approved by QIC and FBG to effect such transaction, and shall enter into a stockholders’ agreement providing for (a) such restrictions on Transfer comparable to those contained in this Agreement, (b) an agreement to vote all shares of capital stock held by them to elect persons designated by the Board (connection with the consent Approved Corporate Conversion and the transactions being consummated in connection therewith, each Partner holding such class or type of QIC and FBG) Units and/or GP Interests, as applicable, shall be given the directors of the new corporation on terms consistent with Article VII same option; and (iii) QIC each holder of then currently exercisable rights to acquire Units or GP Interests shall be given an opportunity to exercise such rights prior to the consummation of the Approved Corporate Conversion and to be merged intotreated in the Approved Corporate Conversion as holders of such Units or GP Interests, combined with, or contributed to the newly formed corporation (without discount) in a non-taxable transaction and QIC’s owner shall be entitled to the same consideration as it would have been entitled if it had exchanged the applicable Units in such transactionapplicable.

Conversion to Corporate Form. Subject (a) In the event that the Committee shall determine that it is desirable or helpful for the business of the Partnership to Section 7.6(e)be conducted in a corporate rather than in a partnership form, the Board (with Committee may incorporate the prior written consent of QIC and FBG) shall have the power and authority to convert the Company into a corporation Partnership or to merge, combine or effect any other restructuring of the Company, including for the purpose of changing the form of the Company into a corporation or causing the company to become a wholly-owned subsidiary of a newly formed corporation in connection with the implementation of an “up-C” or similar structure, and the Board (with the consent of QIC and FBG) may take such other action as it may deem advisable in connection therewithlight of such changed conditions, including (a) creating one or more Subsidiaries including, without limitation, dissolving the Partnership, provided that, the Committee may not incorporate the Partnership without the Consent of the newly formed corporation, transferring to such Subsidiaries any or all of the assets of such Person (including by merger) and dissolving such Person, or (b) causing the Members to exchange their Units for capital stock of the newly formed corporationPartners. In connection with any such transactionincorporation of the Partnership, the Members Partners shall receive, in exchange for their respective UnitsPartnership Interests, shares of common stock or preferred capital stock of such corporation or its Subsidiaries having the same governance relative rights and minority protections preferences as to dividends and substantially distributions and the same relative economic interest in such corporation or its Subsidiaries as is set forth in this Agreementvoting and transfer rights, subject in each case to any modifications required solely as a result of the conversion to corporate formform (all such rights and preferences being referred to, collectively, as "Equity Rights"), as are set forth in this Agreement as among the holders of interests in the Partnership. (b) Prior to taking any such action to incorporate the Partnership, the Committee shall submit to the Partners the proposed forms of a certificate or articles of incorporation, by-laws, shareholders' agreement and any other governing documents proposed to be established for such corporation (the "Governing Documents"). At If Limited Partners holding Partnership Interests representing at least 20% (or 15% in the time event GTL becomes a Limited Partner pursuant to Section 6.3 hereof) of the total number of outstanding Partnership Interests held by all Limited Partners (not including any Partnership Interest held by LQSS or its Affiliates) notify the Committee within 15 days of the date the proposed forms of Governing Documents are submitted to the Limited Partners that they have concluded in good faith that, based upon such Governing Documents, the shares of capital stock of such transaction, corporation proposed to be issued to them in exchange for such Partnership Interests do not have the Members shall, and hereby agree to, take any and all actions deemed necessary or appropriate by the Board that same Equity Rights as are approved by QIC and FBG to effect such transaction, and shall enter into a stockholders’ agreement providing for (a) such restrictions on Transfer comparable to those contained set forth in this Agreement, (b) the Committee and such Limited Partners shall negotiate in good faith to resolve any differences with respect thereto. If the Committee and such Limited Partners do not resolve such differences, the Committee may appoint an agreement investment banking firm of internationally recognized standing reasonably acceptable to vote all shares such Limited Partners to advise the Partnership as to such dispute, and the conclusion of capital stock held such firm shall be binding on the parties, and any modification recommended by them such investment -50- 55 banking firm in the Equity Rights shall be incorporated into the Governing Documents. Nothing contained herein shall be construed to elect persons designated by give the Board (with Limited Partners any right to cause the consent of QIC and FBG) as the directors business of the new corporation on terms consistent with Article VII and (iii) QIC Partnership to be merged intoconducted in corporate form or to limit the right of the Committee to elect, combined withat any time, or contributed to the newly formed corporation (without discount) in continue such business as a non-taxable transaction and QIC’s owner shall be entitled to the same consideration as it would have been entitled if it had exchanged the applicable Units in such transactionpartnership.

Conversion to Corporate Form. Subject If, in accordance with the terms and provisions of the Investors Agreement, the Partnership is to Section 7.6(ebe converted into corporate form (an "APPROVED CORPORATE CONVERSION"), each Partner hereby consents to such Approved Corporate Conversion and agrees that it will, in connection with such Approved Corporate Conversion, consent to and take all actions and raise no objections against the Board (with the prior written consent Approved Corporate Conversion. Each holder of QIC and FBG) Units shall have the power and authority to convert the Company into a corporation take all necessary or to merge, combine or effect any other restructuring of the Company, including for the purpose of changing the form of the Company into a corporation or causing the company to become a wholly-owned subsidiary of a newly formed corporation desirable actions in connection with the implementation consummation of an “up-C” or similar structurethe Approved Corporate Conversion. The obligations of the holders of Units hereunder with respect to the Approved Corporate Conversion are subject to the satisfaction of the following conditions: (i) upon the consummation of the Approved Corporate Conversion, each holder of Units shall receive securities of the corporate entity into which the Partnership is being converted which, if such corporate entity were completely liquidated, would provide such holder with the same form of consideration and the Board same portion of consideration such holder would have received if the aggregate consideration had been distributed by the Partnership in complete liquidation pursuant to the rights and preferences set forth herein as in effect immediately prior to the Approved Corporate Conversion; (with ii) if any holders of a class or type of Units are given an option as to the consent form and amount of QIC and FBG) may take such other action as it may deem advisable in connection therewith, including (a) creating one or more Subsidiaries of the newly formed corporation, transferring securities to such Subsidiaries any or all of the assets of such Person (including by merger) and dissolving such Person, or (b) causing the Members to exchange their Units for capital stock of the newly formed corporation. In connection with any such transaction, the Members shall receive, be received in exchange for their respective Unitssuch holder's Units in connection with the Approved Corporate Conversion, shares of common stock or preferred stock each holder of such corporation class or its Subsidiaries having type of Units shall be given the same governance rights and minority protections and substantially the same relative economic interest in such corporation or its Subsidiaries as is set forth in this Agreement, subject to any modifications required as a result of the conversion to corporate form. At the time of such transaction, the Members shall, and hereby agree to, take any and all actions deemed necessary or appropriate by the Board that are approved by QIC and FBG to effect such transaction, and shall enter into a stockholders’ agreement providing for (a) such restrictions on Transfer comparable to those contained in this Agreement, (b) an agreement to vote all shares of capital stock held by them to elect persons designated by the Board (with the consent of QIC and FBG) as the directors of the new corporation on terms consistent with Article VII option; and (iii) QIC each holder of then currently exercisable rights to acquire Units shall be given an opportunity to exercise such rights prior to the consummation of the Approved Corporate Conversion and to be merged into, combined with, or contributed to treated in the newly formed corporation (without discount) in a non-taxable transaction and QIC’s owner shall be entitled to the same consideration Approved Corporate Conversion as it would have been entitled if it had exchanged the applicable Units in holders of such transactionUnits.

Conversion to Corporate Form. Subject (a) In the event that the Board of Managers shall determine, subject to Section 7.6(e)6.3, that the business of the LLC should be conducted in the form of a corporation rather than a limited liability company so that an Initial Public Offering can occur, the Board (with the prior written consent of QIC and FBG) Managers shall have the power and authority power, subject to convert Section 6.3, to incorporate the Company into a corporation LLC or to merge, combine or effect any other restructuring of the Company, including for the purpose of changing the form of the Company into a corporation or causing the company to become a wholly-owned subsidiary of a newly formed corporation in connection with the implementation of an “up-C” or similar structure, and the Board (with the consent of QIC and FBG) may take such other action as it may deem advisable in connection therewithlight of such changed conditions, including (a) including, without limitation, creating one or more Subsidiaries subsidiaries of the newly formed corporation, transferring LLC and contributing to such Subsidiaries subsidiaries any or all of the assets and liabilities of such Person (including by merger) the LLC and dissolving such Person, or (b) causing distributing the Members to exchange their Units for capital stock of such subsidiary or subsidiaries pro rata to the newly formed corporationMembers. In connection with any such transactionincorporation of the LLC, the Members shall receive, in exchange for their respective Interests and related Units, shares of common stock or preferred capital stock of such corporation or its Subsidiaries subsidiaries having the same governance rights and minority protections and substantially the same relative economic interest in such corporation or its Subsidiaries subsidiaries as is set forth in this AgreementAgreement as among the holders of Interests in such LLC, subject in each case to any modifications required to the provisions of Section 6.1 to conform to the provisions relating to actions of shareholders and a board of directors set forth in the Delaware General Corporation Law, and which shares of capital stock will be subject to the NBC Option and NBC Call as a result of the conversion to corporate formprovided in Sections 7.3 and 7.4 hereof. At the time of such transactionconversion, the Members shall, and hereby agree to, take any and all actions deemed necessary or appropriate by the Board that are approved by QIC and FBG to effect such transaction, and shall enter into a stockholders’ mutually acceptable shareholders agreement providing for (ai) rights of approval over actions by the board of directors substantially equivalent to the rights of approval over actions of the Managers set forth in Sections 6.1, 6.2 and 6.3 hereof and (ii) restrictions on transfer and rights with respect to the NBC Option, NBC Call, sale in the event of exercise of a CNET Veto, right of first refusal, tag-along and drag-along rights set forth in Sections 7.1 through 7.8 hereof; provided that such restrictions on Transfer comparable shall not apply to those contained sales in this Agreement, broadly disseminated public offerings subject to registration rights pursuant to the registration rights agreement referred to in Section 7.9(b) hereof. (b) an agreement Prior to vote all shares of capital stock held by them taking such action to elect persons designated incorporate the LLC, the Managers shall submit to the Members, and the Members agree to approve in the form approved by the Board (with of Managers, subject to Section 6.3, the consent proposed forms of QIC a certificate or articles of incorporation, by-laws, stockholders' agreement and FBG) as the directors any other governing documents proposed to be established for such corporation and its subsidiaries, if any. In addition, each of the new corporation on terms consistent Members agrees to take all action necessary with Article VII respect to their Units and (iii) QIC Interests in order to be merged intoapprove any conversion to corporate form in accordance with this Section 7.8. Upon conversion to corporate form, combined with, or contributed the corporate successor to the newly formed corporation (without discount) in LLC shall enter into a non-taxable transaction and QIC’s owner shall be entitled registration rights agreement with each of the Members with respect to the same consideration as it would have been entitled if it had exchanged equity securities of such corporate successor substantially in the applicable Units in such transactionform of Exhibit 7.9(b).

Conversion to Corporate Form. Subject to Section 7.6(e)The Board and Sponsor may approve, the Board (with the prior written consent of QIC and FBG) upon such approval each Manager shall have the power approve and authority to convert cause the Company into to effect pursuant to this Section 10.8, an initial Public Offering or process that could result in or lead to an initial Public Offering (an “Approved IPO”). In the event of an initial Public Offering, each Member (including in such Person’s capacity as a corporation Manager or by causing any Manager appointed by it to) consents to merge, combine or effect any other restructuring of the Company, including for the purpose of changing the form of the Company into a corporation or causing the company to become a wholly-owned subsidiary of a newly formed corporation such Public Offering and shall raise no objections against and each Member shall take all reasonable actions in connection with the implementation consummation of an “up-C” or similar structure, and such initial Public Offering as requested by the Board and Sponsor. In connection with an initial Public Offering, the Board and Sponsor may either (with i) cause the consent Company to contribute all or substantially all of QIC and FBGits assets to a corporation in a transaction qualified under Code Section 351(a), (ii) may take such other action elect to have all Members contribute their Units to a corporation, in a transaction qualifying under Code Section 351(a), as it may deem advisable in connection therewith, including (a) creating one or more Subsidiaries long as the Fair Market Value of the newly formed corporationshares of the corporation received by all Members is equal to the Fair Market Value of the Units Transferred, transferring (iii) cause the Company to such Subsidiaries any distribute some or all of the assets of such Person (including by merger) and dissolving such Person, or (b) causing the Members to exchange their Units for capital stock of the newly formed corporation. In connection with any such transaction, the Members shall receive, in exchange for their respective Units, shares of common stock or preferred stock of such corporation or its Subsidiaries having the same governance rights and minority protections and substantially the same relative economic interest in such corporation or its Subsidiaries as is set forth in this Agreement, subject to any modifications required as a result of the conversion to corporate form. At the time of such transaction, the Members shall, and hereby agree to, take any and all actions deemed necessary or appropriate by the Board that are approved by QIC and FBG to effect such transaction, and shall enter into a stockholders’ agreement providing for (a) such restrictions on Transfer comparable to those contained in this Agreement, (b) an agreement to vote all shares of capital stock held by them of one or more Company Subsidiaries to elect persons designated the Members, (iv) cause the Company to Transfer its assets, liabilities and operations to a corporation in exchange for any combination of cash, debt or capital stock in such corporation, (v) cause a corporation to be admitted as a Member, with such corporation purchasing interests in the Company from the Company or Members (as determined by the Board (with the consent of QIC and FBGthe Sponsor)) as with the directors proceeds of a Public Offering of the new corporation on terms consistent corporation’s stock; or (vi) otherwise cause the Company to convert into a corporation, by way of merger, consolidation, tax election or otherwise. Notwithstanding any other provision in this Agreement to the contrary, in an Approved IPO, each Member (whether in such Person’s capacity as a Manager, Member, including by causing any Manager appointed by such Person to) consents to such actions and shall raise no objections against and each Member shall, at the request of the Board (with Article VII consent of the Sponsor), take all actions necessary or desirable to effect such actions (including whether by conversion to a subchapter C corporation, merger, admittance of a Member in connection with clause (v) above, recapitalization or reorganization, sale of securities or otherwise), giving effect to the same economic, voting and corporate governance provisions contained herein (a “Corporate Conversion”). In connection with such Corporate Conversion, to the extent applicable, (x) this Section 10.8 to apply mutatis mutandis to any successor to the Company in connection with the sale to the public of any equity of such entity as described in this Section 10.8 and (iiiy) QIC to be merged into, combined with, or contributed to the newly formed corporation (without discount) in a non-taxable transaction each holder of Class A Common Units and QIC’s owner shall Class B Common Units will be entitled to receive a percentage of the same consideration as it shares of common stock of the corporate successor outstanding immediately following the Corporate Conversion equal to the percentage that such Member would have been entitled if it received of the total amount distributed to all Members had exchanged the applicable Units Company liquidated and distributed such common stock in accordance with Article XI on the day of the Corporate Conversion. In connection with such transactionCorporate Conversion, each Member hereby agrees to enter into a securityholders agreement with the corporate successor and each other Member which contains restrictions on the Transfer of such capital stock and other provisions (including with respect to the governance and control of such corporate successor) in form and substance similar to the provisions and restrictions set forth herein (including in Article VI and Article X).

Conversion to Corporate Form. Subject In the event that the Required Holders determine that it would be advisable for the Company to Section 7.6(econvert or reorganize into the corporate form of organization (whether organized under the laws of the State of Colorado or any other state), the Board (with the prior written consent of QIC and FBG) shall have the power and authority to convert the Company into a corporation or to mergeDirectors shall, combine or effect any other restructuring on behalf of the Company, including for formulate a plan of conversion or reorganization (the purpose “Reorganization Plan”) to effectuate such conversion. If the Required Holders approve such Reorganization Plan, then subject to this Section 3.10, each Shareholder shall take whatever reasonable action is required under such Reorganization Plan to effect the transactions contemplated therein. Except as otherwise provided in a duly approved Reorganization Plan, in such conversion: 3.10.1 In connection with the implementation of changing the form a Reorganization Plan, each holder of Preferred Shares shall receive, with respect to such Preferred Shares, preferred stock of the Company into successor corporation having a corporation or causing liquidation preference equal to such holder’s applicable Preference Amount as of such time, and, after satisfaction of such liquidation preference, a right to receive participating distributions along with the company Common Shares on an as-converted to become a wholly-owned subsidiary Common Shares basis. 3.10.2 In connection with the implementation of a newly formed Reorganization Plan, each holder of Common Shares shall receive, with respect to such Common Shares, Common Shares of the successor corporation having the same fully-diluted percentage of rights to dividends and other distributions and rights to participate in the proceeds of any sale of shares equivalent to the fully-diluted Percentage Interest represented by such holder’s Common Shares, as the case may be, immediately prior to the conversion, provided that any such right shall be reduced or otherwise subordinated to preferred stock of the successor corporation to be issued to reflect the relative Capital Account balances of the Shareholders as of the time of conversion, and each Shareholder’s Capital Account balance shall be taken into account through the issuance to such Shareholder of either a preferred stock of the successor corporation with a liquidation preference, or as additional shares of Common Shares of such successor corporation issued to such Shareholder, or in any other manner included in the Reorganization Plan. 3.10.3 In addition, in connection with the implementation of an “up-C” or similar structurea Reorganization Plan, and the Board (with the consent each holder of QIC and FBG) may take such other action as it may deem advisable in connection therewithShares, including (a) creating one or more Subsidiaries of the newly formed corporation, transferring to such Subsidiaries any or all of the assets of such Person (including by merger) and dissolving such Person, or (b) causing the Members to exchange their Units for capital stock of the newly formed corporation. In connection with any such transaction, the Members shall receive, in exchange for their respective Units, shares of common stock or preferred stock with respect to such Shares: (A) relative voting rights equivalent to those of such corporation or its Subsidiaries having Shares; (B) the same governance rights and minority protections and substantially restrictions on transfer as were applicable to such Shares prior to the conversion; (C) the same relative economic interest in vesting, forfeiture and repurchase restrictions as were applicable to such corporation or its Subsidiaries as is set forth in this AgreementShares prior to the conversion, subject to any modifications required as a result of the conversion to corporate form. At the time of such transaction, the Members shall, and hereby agree to, take any and all actions deemed necessary or appropriate by the Board that are approved by QIC and FBG to effect such transaction, and shall enter into a stockholders’ agreement providing for (a) such restrictions on Transfer comparable to those contained in this Agreement, (b) an agreement to vote all shares of capital stock held by them to elect persons designated by the Board (with the consent of QIC and FBG) as the directors of the new corporation on terms consistent with Article VII if any; and (iiiD) QIC any other rights or restrictions as were applicable to be merged into, combined with, or contributed such Shares prior to the newly formed corporation (without discount) in a non-taxable transaction and QIC’s owner shall be entitled to the same consideration as it would have been entitled if it had exchanged the applicable Units in such transactionconversion.

Conversion to Corporate Form. Subject (a) In the event that the General Partner shall determine that it is desirable or helpful for the business of the Partnership to Section 7.6(e)be conducted in a corporate or other form rather than in a partnership form, the Board (with the prior written consent of QIC and FBG) shall have the power and authority to General Partner may convert the Company Partnership into a corporation corporate form or to merge, combine or effect any other restructuring of the Company, including for the purpose of changing the form of the Company into a corporation or causing the company to become a wholly-owned subsidiary of a newly formed corporation in connection with the implementation of an “up-C” or similar structure, and the Board (with the consent of QIC and FBG) may take such other action as it 47 may deem advisable in connection therewithlight of such changed conditions, including (a) creating one or more Subsidiaries including, without limitation, dissolving the Partnership; provided, however, that the General Partner may not convert the Partnership into corporate form without obtaining the Consent of the newly formed corporation, transferring to such Subsidiaries any or all Partners and the Approval of the assets of such Person (including by merger) and dissolving such Person, or (b) causing the Members to exchange their Units for capital stock of the newly formed corporationFounding Partners. In connection with any such transactionconversion of the Partnership into corporate form, the Members Partners (other than Delinquent Partners) shall receive, in exchange for their respective Units, shares of common stock or preferred capital stock of such corporation the corporate entity or its Subsidiaries having entities into which the Partnership has been converted (the "Successor Corporation") that have substantially the same governance relative rights and minority protections preferences as to dividends and distributions and substantially the same relative economic interest in such corporation or its Subsidiaries as is set forth in this Agreementvoting and transfer rights, subject in each case to any modifications required solely as a result of the conversion to corporate form (all such rights and preferences being referred to, collectively, as "Equity Rights"), as are set forth in this Agreement as among the holders of interests in the Partnership. (b) Prior to taking any such action to convert the Partnership into corporate form. At the time of such transaction, the Members shallGeneral Partner shall submit to the other Partners the proposed forms of a certificate or articles or incorporation, by-laws, shareholders' agreement and hereby agree toany other governing documents proposed to be used to organize the Successor Corporation (the "Governing Documents"). If Partners (the "Objecting Partners") holding Units representing at least 50% of the total number of outstanding Units held by all Partners (other than Delinquent Partners) provide written notice to the General Partner within 15 days of the date the proposed forms of Governing Documents are submitted to the Partners that they have concluded in good faith that, take any and all actions deemed necessary or appropriate by based upon such Governing Documents, the Board that shares of capital stock of the Successor Corporation proposed to be issued to them in exchange for such Units do not have the same Equity Rights as are approved by QIC and FBG to effect such transaction, and shall enter into a stockholders’ agreement providing for (a) such restrictions on Transfer comparable to those contained set forth in this Agreement, (b) the General Partner and the Objecting Partners shall negotiate in good faith to resolve any differences with respect thereto. If the General Partner and the Objecting Partners do not resolve such differences, the General Partner may appoint an agreement investment banking firm of internationally recognized standing reasonably acceptable to vote all shares the Objecting Partners to advise the Partnership as to such dispute, and the conclusion of capital stock held such firm shall be binding on the parties, and any modification recommended by them such investment banking firm in the Equity Rights shall be incorporated into the Governing Documents. Upon such incorporation, the General Partner shall be deemed to elect persons designated by have obtained the Board (with the consent of QIC and FBG) as the directors Consent of the new Partners to convert the Partnership into corporate form. Nothing contained herein shall be construed to give the Limited Partners any right to cause the business of the Partnership to be conducted in corporate form or to limit the right of the General Partner to elect, at any time, to continue such business as a partnership. (c) Notwithstanding anything to the contrary in this Agreement, the General Partner shall have the right, without the approval of any other Partner, to admit, as a nonmanaging general 48 partner or a limited partner, a corporation on terms consistent with Article VII and formed for the purpose of acting as such, provided that such corporation: (i) agrees to invest the net proceeds of all financings it undertakes in additional interests in, or loans to, the Partnership; (ii) conducts no business not related to its investment in the Partnership; (iii) QIC has such governance rights as shall be necessary to be merged into, combined with, or contributed comply with the requirements of the Investment Company Act of 1940; and (iv) agrees to issue to existing holders of Units a limited right (to the newly formed extent that such issuance will not affect the Partnership tax status under applicable law or otherwise violate applicable law and provided that the General Partner shall have received a written legal opinion of counsel in form and substance satisfactory to it that such issuance will not affect the Partnership's tax status under applicable law and is otherwise permitted under applicable law) to exchange such Units for interests in such corporation (without discount) that have, in a non-taxable transaction the good faith judgment of the General Partner, substantially the same relative rights and QIC’s owner preferences as to dividends and distributions and substantially the same voting and transfer rights as the Units being exchanged therefor. In making any determination pursuant to this Section 6.16, the good faith determination of the General Partner shall be entitled to the same consideration as it would have been entitled if it had exchanged the applicable Units in such transactionconclusive.