Common use of Exchange of Group Partnership Units Clause in Contracts

Exchange of Group Partnership Units. (a) Subject to the provisions of the Group Partnership Agreements and the Issuer Partnership Agreement and to the provisions of Section 2.2 hereof, KKR Holdings or a KKR Holdings Affiliated Person shall be entitled on any General Quarterly Exchange Date, and KKR Holdings shall be entitled on any REU Quarterly Exchange Date, to surrender Group Partnership Units held by KKR Holdings or a KKR Holdings Affiliated Person as follows: (i) KKR Holdings or a KKR Holdings Affiliated Person may surrender Group Partnership Units to the Group Partnerships in exchange for either (at the option of the Group Partnerships) (x) the delivery on a pro rata basis (determined by reference to the relative fair market values of the Group Partnership I Units and Group Partnership II Units) by the Group Partnerships of a number of Common Units (acquired from the Issuer) equal to the number of Group Partnership Units surrendered multiplied by the Exchange Rate or (y) cash in an amount equal to the Fair Market Value on the date of such exchange of the Common Units that KKR Holdings or a KKR Holdings Affiliated Person would receive pursuant to clause (x) (any such exchange, a “Base Exchange”). Simultaneous with any such Exchange pursuant to clause (x) above, Group Partnership I Units shall be issued to Group Partnership Holdco and Group Partnership II Units shall be issued to Subsidiary Partnership in an amount equal to the number of Group Partnership I Units or Group Partnership II Units surrendered to each such Group Partnership. Any election by the Group Partnerships to deliver cash to KKR Holdings or a KKR Holdings Affiliated Person, as the case may be, pursuant to clause (y) above, shall be subject to the prior approval of the conflicts committee of the board of directors of the Issuer General Partner. (ii) For purposes of making a Charitable Exchange or a Non-U.S. Exchange, a KKR Holdings Affiliated Person may surrender Group Partnership Units to the Issuer in exchange for the delivery of a number of Common Units equal to the number of Group Partnership Units surrendered multiplied by the Exchange Rate, provided, however, the Issuer may instead require that the Group Partnership I units the KKR Holdings Affiliated Person intends to surrender be owned by one or more Corporate Holdcos prior to surrender, in which case the number of Common Units delivered pursuant to the Exchange will be equal to the total Group Partnership Units that are surrendered, taking into account those collectively owned by the Corporate Holdcos whose interest are surrendered, multiplied by the Exchange Rate. (b) In connection with any Charitable Exchange or Non-U.S. Exchange pursuant to Section 2.1(a)(ii) above, the Issuer shall direct that (i) any Group Partnership I Units or interests in Corporate Holdcos surrendered pursuant to such Exchange be transferred or issued directly to the Group Partnership Holdco that currently holds interests in the issuer of such Group Partnership I Units or that are held by such Corporate Holdco, and (ii) any Group Partnership II Units be transferred or issued directly to KKR Group Holdings or to the general partner of the issuer of such Group Partnership II Units surrendered. (c) Where KKR Holdings or a KKR Holdings Affiliated Person has exercised its right to surrender its Group Partnership Units to the Group Partnerships in a Base Exchange, Group Partnership Holdco (with respect to Group Partnership I Units ) and Subsidiary Partnership (with respect to Group Partnership II Units), shall have a superseding right to acquire such interests for an amount of cash or Common Units equal to the amount of cash or Common Units (provided by the Issuer) that would be received pursuant to the Base Exchange. (d) On the date the Exchange of the Group Partnership Units is effective, all rights of KKR Holdings or a KKR Holdings Affiliated Person as holder of such Group Partnership Units shall cease, and KKR Holdings or such KKR Holdings Affiliated Person shall be treated for all purposes as having become the Record Holder (as defined in the Issuer Partnership Agreement) of the Common Units which are the subject of the Exchange and shall be admitted as a Limited Partner (as defined in the Issuer Partnership Agreement) of the Issuer in accordance and upon compliance with Section 10.2 of the Issuer Partnership Agreement. (e) Immediately prior to the time Group Partnership Units are surrendered for Exchange by a KKR Holdings Affiliated Person, KKR Holdings shall assign its rights together with its obligations hereunder in connection with an Exchange to such KKR Holdings Affiliated Person beneficially owning such Group Partnership Units. (f) For the avoidance of doubt, any Exchange of Group Partnership Units shall be subject to the provisions of the Group Partnership Agreements.

Exchange of Group Partnership Units. (a) Subject to the provisions of the Group Partnership Agreements and the Issuer Partnership Agreement and to the provisions of Section 2.2 hereof, KKR Holdings or a KKR Holdings Affiliated Person shall be entitled on any General Quarterly Exchange Date, and KKR Holdings shall be entitled on any REU Quarterly Exchange Date, Date to surrender Group Partnership Units held by KKR Holdings or a KKR Holdings Affiliated Person as follows:; provided that any such exchange is for a minimum of the lesser of [1,000] Group Partnership Units or all of the Group Partnership Units held by KKR Holdings. (i) KKR Holdings or a KKR Holdings Affiliated Person may surrender Group Partnership Units to the Group Partnerships in exchange for either (at the option of the Group Partnerships) (x) the delivery on a pro rata basis (determined by reference to the relative fair market values of the Group Partnership I Units and Group Partnership II Units) by the Group Partnerships of a number of Common Units (acquired from provided by the Issuer) equal to the number of Group Partnership Units surrendered multiplied by the Exchange Rate or (y) cash in an amount equal to the Fair Market Value on the date of such exchange of the Common Units that KKR Holdings or a KKR Holdings Affiliated Person would receive pursuant to clause (x) (any such exchange, a “Base Exchange”). Simultaneous with any such Exchange pursuant to clause (x) above, each Group Partnership I Units shall be issued to issue a number of its Group Partnership Holdco and Units to its respective Group Partnership II Units shall be issued to Subsidiary Partnership in an amount General Partner equal to the number of Group Partnership I Units or Group Partnership II Units surrendered to each such Group Partnership. Any election by the Group Partnerships to deliver cash to KKR Holdings or a KKR Holdings Affiliated Person, as the case may be, pursuant to clause (y) above, shall be subject to the prior approval of the conflicts committee of the board of directors of the Issuer General Partner. (ii) For purposes of making a Charitable Exchange or a Non-U.S. Exchange, a KKR Holdings Affiliated Person may surrender Group Partnership Units to the Issuer in exchange for the delivery of a number of Common Units equal to the number of Group Partnership Units surrendered multiplied by the Exchange Rate, provided, however, the Issuer may instead require that the Group Partnership I units the KKR Holdings Affiliated Person intends to surrender be owned by one or more Corporate Holdcos prior to surrender, in which case the number of Common Units delivered pursuant to the Exchange will be equal to the total Group Partnership Units that are surrendered, taking into account those collectively owned by the Corporate Holdcos whose interest are surrendered, multiplied by the Exchange Rate. (b) In connection with Immediately following any Charitable Exchange or Non-U.S. Exchange pursuant to Section 2.1(a)(ii) above, the Issuer shall direct that contribute (i) any Group Partnership I Units or interests in Corporate Holdcos surrendered pursuant to such Exchange be transferred or issued directly to the Group Partnership Holdco that currently holds interests in the issuer of such the Group Partnership I Units that have been surrendered or that are held by such the Corporate HoldcoHoldco whose interests have been surrendered, and (ii) any Group Partnership II Units be transferred or issued directly surrendered pursuant to KKR Group Holdings or such Exchange to the general partner of the issuer of such the Group Partnership II Units surrendered. (c) Where KKR Holdings or a KKR Holdings Affiliated Person has exercised its right to surrender its Group Partnership Units to the Group Partnerships in a Base Exchange, the Group Partnership Holdco (with respect to Group Partnership I Units ) and Subsidiary Partnership (with respect to Group Partnership II Units), General Partners shall have a superseding right to acquire such interests for an amount of cash or or, at the option of the Group Partnership General Partners, Common Units equal to the amount of cash or Common Units (provided by the Issuer) that would be received pursuant to the Base Exchange. (d) On the date the Exchange of the Group Partnership Units is effective, all rights of KKR Holdings or a KKR Holdings Affiliated Person as holder of such Group Partnership Units shall cease, and KKR Holdings or such KKR Holdings Affiliated Person shall be treated for all purposes as having become the Record Holder (as defined in the Issuer Partnership Agreement) of the Common Units which are the subject of the Exchange and shall be admitted as a Limited Partner (as defined in the Issuer Partnership Agreement) of the Issuer in accordance and upon compliance with Section 10.2 [ ] of the Issuer Partnership Agreement. (e) Immediately prior to the time Group Partnership Units are surrendered for Exchange by a KKR Holdings Affiliated PersonExchange, KKR Holdings shall assign its rights together with its obligations hereunder in connection with an Exchange to such each KKR Holdings Affiliated Person beneficially owning such Group Partnership Units. (f) For the avoidance of doubt, any Exchange of Group Partnership Units shall be subject to the provisions of the Group Partnership Agreements.

Exchange of Group Partnership Units. (a) Subject to adjustment as provided in this Article II, to the provisions of the Group Partnership Agreements and the Issuer Partnership Agreement and to the provisions of Section 2.2 hereof, KKR Holdings or a KKR Holdings Affiliated Person shall be entitled on any General Quarterly Exchange Date, and KKR Holdings shall be entitled on any REU Quarterly Exchange Date, Date to surrender Group Partnership Units held by KKR Holdings or a KKR Holdings Affiliated Person as follows: (i) KKR Holdings or a KKR Holdings Affiliated Person may surrender Group Partnership Units to the Group Partnerships in exchange for either (at the option of the Group Partnerships) (xi) the delivery on a pro rata basis (determined by reference to the relative fair market values of the Group Partnership I Units and Group Partnership II Units) by the Group Partnerships of a number of Common Units (acquired from the Issuer) equal to the product of the number of Group Partnership Units surrendered multiplied by the Exchange Rate or (yii) cash in an amount equal to the Fair Market Value on the date fair market value of such exchange of the Common Units that KKR Holdings or a KKR Holdings Affiliated Person would receive pursuant to clause (xi) above (any such exchange, a an “Base Exchange”); provided that any such exchange is for a minimum of the lesser of [1,000] Group Partnership Units or all of the Group Partnership Units held by KKR Holdings. Simultaneous with any such Exchange pursuant to clause (xi) above, above (without duplication of any units otherwise issued in connection with contributions under the partnership agreements of the Group Partnership I Units shall be issued to not being conducted under this Exchange Agreement), each Group Partnership Holdco and shall issue a number of its Group Partnership II Units shall be issued to Subsidiary its respective Group Partnership in an amount General Partner equal to the product of the number of Group Partnership I Units or Group Partnership II Units surrendered to each such Group PartnershipPartnership multiplied by the Exchange Rate. Any election by the Group Partnerships to deliver cash to KKR Holdings or a KKR Holdings Affiliated Person, as the case may be, pursuant to clause (yii) above, shall be subject to the prior approval of the conflicts committee of the board of directors of the Issuer General Partner. (ii) For purposes of making a Charitable Exchange or a Non-U.S. Exchange, a KKR Holdings Affiliated Person may surrender Group Partnership Units to the Issuer in exchange for the delivery of a number of Common Units equal to the number of Group Partnership Units surrendered multiplied by the Exchange Rate, provided, however, the Issuer may instead require that the Group Partnership I units the KKR Holdings Affiliated Person intends to surrender be owned by one or more Corporate Holdcos prior to surrender, in which case the number of Common Units delivered pursuant to the Exchange will be equal to the total Group Partnership Units that are surrendered, taking into account those collectively owned by the Corporate Holdcos whose interest are surrendered, multiplied by the Exchange Rate. (b) In connection with any Charitable Exchange or Non-U.S. Exchange pursuant to Section 2.1(a)(ii) above, the Issuer shall direct that (i) any Group Partnership I Units or interests in Corporate Holdcos surrendered pursuant to such Exchange be transferred or issued directly to the Group Partnership Holdco that currently holds interests in the issuer of such Group Partnership I Units or that are held by such Corporate Holdco, and (ii) any Group Partnership II Units be transferred or issued directly to KKR Group Holdings or to the general partner of the issuer of such Group Partnership II Units surrendered. (c) Where KKR Holdings or a KKR Holdings Affiliated Person has exercised its right to surrender its Group Partnership Units to the Group Partnerships in a Base for an Exchange, the Group Partnership Holdco (with respect to Group Partnership I Units ) and Subsidiary Partnership (with respect to Group Partnership II Units), General Partners shall have a superseding right to acquire such interests for an amount of cash or Common Units (at the option of the Group Partnership General Partners) equal to the amount of cash or Common Units (provided by the Issuer) that would be received pursuant to the Base an Exchange. (dc) On the date the Exchange of the Group Partnership Units is effectiveare surrendered for Exchange, all rights of KKR Holdings or a KKR Holdings Affiliated Person as holder of such Group Partnership Units shall cease, and KKR Holdings or such KKR Holdings Affiliated Person shall be treated for all purposes as having become the Record Holder (as defined in the Issuer Partnership Agreement) of the such Common Units which are the subject of the Exchange and shall be admitted as a Limited Partner (as defined in the Issuer Partnership Agreement) of the Issuer in accordance and upon compliance with Section 10.2 of the Issuer Partnership Agreement. (ed) Immediately prior to At the time Group Partnership Units are surrendered for Exchange by a KKR Holdings Affiliated PersonExchange, KKR Holdings shall assign its rights together with its obligations hereunder in connection with an Exchange to such each KKR Holdings Affiliated Person beneficially owning such Group Partnership Units. (fe) For the avoidance of doubt, any Exchange of Group Partnership Units shall be subject to the provisions of the Group Partnership Agreements.

Exchange of Group Partnership Units. (a) Subject to the provisions of the Group Partnership Agreements and the Issuer Partnership Agreement Certificate of Incorporation and to the provisions of Section 2.2 hereof, KKR Holdings or a KKR Holdings Affiliated Person shall be entitled on any General Quarterly Exchange Date, and KKR Holdings shall be entitled on any REU Quarterly Exchange Date, Date to surrender Group Partnership Units held by KKR Holdings or a KKR Holdings Affiliated Person as follows: (i) KKR Holdings or a KKR Holdings Affiliated Person may surrender Group Partnership Units to the Group Partnerships in exchange for either (at the option of the Group Partnerships) (x) the delivery on a pro rata basis (determined by reference to the relative fair market values of the Group Partnership I Units, Group Partnership II Units and Group Partnership II III Units) by the Group Partnerships of a number of shares of Class A Common Units Stock (acquired from the Issuer) equal to the number of Group Partnership Units surrendered multiplied by the Exchange Rate or (y) cash in an amount equal to the Fair Market Value on the date of such exchange of the shares of Class A Common Units Stock that KKR Holdings or a KKR Holdings Affiliated Person would receive pursuant to clause (x) (any such exchange, a an “Base Exchange”). Simultaneous with any such Exchange pursuant to clause (x) above, Group Partnership I Units shall be issued to Group Partnership Holdco and Holdco, Group Partnership II Units shall be issued to Subsidiary Partnership and Group Partnership III Units shall be issued to Group Partnership III General Partner in an amount equal to the number of Group Partnership I Units, Group Partnership II Units or Group Partnership II III Units surrendered to each such Group Partnership. Any election by the Group Partnerships to deliver cash to KKR Holdings or a KKR Holdings Affiliated Person, as the case may be, pursuant to clause (y) above, shall be subject to the prior approval of the conflicts committee of the board of directors of the Issuer General Partner. (ii) For purposes of making a Charitable Exchange or a Non-U.S. Exchange, a KKR Holdings Affiliated Person may surrender Group Partnership Units to the Issuer in exchange for the delivery of a number of Common Units equal to the number of Group Partnership Units surrendered multiplied by the Exchange Rate, provided, however, the Issuer may instead require that the Group Partnership I units the KKR Holdings Affiliated Person intends to surrender be owned by one or more Corporate Holdcos prior to surrender, in which case the number of Common Units delivered pursuant to the Exchange will be equal to the total Group Partnership Units that are surrendered, taking into account those collectively owned by the Corporate Holdcos whose interest are surrendered, multiplied by the Exchange RateConflicts Committee. (b) In connection with any Charitable Exchange or Non-U.S. Exchange pursuant to Section 2.1(a)(ii) above, the Issuer shall direct that (i) any Group Partnership I Units or interests in Corporate Holdcos surrendered pursuant to such Exchange be transferred or issued directly to the Group Partnership Holdco that currently holds interests in the issuer of such Group Partnership I Units or that are held by such Corporate Holdco, and (ii) any Group Partnership II Units be transferred or issued directly to KKR Group Holdings or to the general partner of the issuer of such Group Partnership II Units surrendered. (c) Where KKR Holdings or a KKR Holdings Affiliated Person has exercised its right to surrender its Group Partnership Units to the Group Partnerships in a Base an Exchange, Group Partnership Holdco (with respect to Group Partnership I Units ) and Units), Subsidiary Partnership (with respect to Group Partnership II Units) and Group Partnership III General Partner (with respect to Group Partnership III Units), shall have a superseding right to acquire such interests for an amount of cash or shares of Class A Common Units Stock equal to the amount of cash or shares of Class A Common Units Stock (provided by the Issuer) that would be received pursuant to the Base Exchange. (dc) On the date the Exchange of the Group Partnership Units is effective, all rights of KKR Holdings or a KKR Holdings Affiliated Person as holder of such Group Partnership Units shall cease, and KKR Holdings or such KKR Holdings Affiliated Person shall be treated for all purposes as having become the Record Holder (as defined in the Issuer Partnership AgreementCertificate of Incorporation) of the shares of Class A Common Units which Stock that are the subject of the Exchange and shall be admitted as a Limited Partner (as defined in the Issuer Partnership Agreement) of the Issuer in accordance and upon compliance with Section 10.2 of the Issuer Partnership AgreementExchange. (ed) Immediately prior to the time Group Partnership Units are surrendered for Exchange by a KKR Holdings Affiliated Person, KKR Holdings shall assign its rights together with its obligations hereunder in connection with an Exchange to such KKR Holdings Affiliated Person beneficially owning such Group Partnership Units. (fe) For the avoidance of doubt, any Exchange of Group Partnership Units shall be subject to the provisions of the Group Partnership Agreements.

Exchange of Group Partnership Units. (a) Subject to the provisions of the Group Partnership Agreements and the Issuer Partnership Agreement and to the provisions of Section 2.2 hereof, KKR Holdings or a KKR Holdings Affiliated Person shall be entitled on any General Quarterly Exchange Date, and KKR Holdings shall be entitled on any REU Quarterly Exchange Date, Date to surrender Group Partnership Units held by KKR Holdings or a KKR Holdings Affiliated Person as follows:; provided that any such exchange is for a minimum of the lesser of 1,000 Group Partnership Units or all of the Group Partnership Units held by KKR Holdings. (i) KKR Holdings or a KKR Holdings Affiliated Person may surrender Group Partnership Units to the Group Partnerships in exchange for either (at the option of the Group Partnerships) (x) the delivery on a pro rata basis (determined by reference to the relative fair market values of the Group Partnership I Units and Group Partnership II Units) by the Group Partnerships of a number of Common Units (acquired from provided by the Issuer) equal to the number of Group Partnership Units surrendered multiplied by the Exchange Rate or (y) cash in an amount equal to the Fair Market Value on the date of such exchange of the Common Units that KKR Holdings or a KKR Holdings Affiliated Person would receive pursuant to clause (x) (any such exchange, a “Base Exchange”). Simultaneous with any such Exchange pursuant to clause (x) above, each Group Partnership I Units shall be issued to issue a number of its Group Partnership Holdco and Units to its respective Group Partnership II Units shall be issued to Subsidiary Partnership in an amount General Partner equal to the number of Group Partnership I Units or Group Partnership II Units surrendered to each such Group Partnership. Any election by the Group Partnerships to deliver cash to KKR Holdings or a KKR Holdings Affiliated Person, as the case may be, pursuant to clause (y) above, shall be subject to the prior approval of the conflicts committee of the board of directors of the Issuer General Partner. (ii) For purposes of making a Charitable Exchange or a Non-U.S. Exchange, a KKR Holdings Affiliated Person may surrender Group Partnership Units to the Issuer in exchange for the delivery of a number of Common Units equal to the number of Group Partnership Units surrendered multiplied by the Exchange Rate, provided, however, the Issuer may instead require that the Group Partnership I units the KKR Holdings Affiliated Person intends to surrender be owned by one or more Corporate Holdcos prior to surrender, in which case the number of Common Units delivered pursuant to the Exchange will be equal to the total Group Partnership Units that are surrendered, taking into account those collectively owned by the Corporate Holdcos whose interest are surrendered, multiplied by the Exchange Rate. (b) In connection with Immediately following any Charitable Exchange or Non-U.S. Exchange pursuant to Section 2.1(a)(ii) above, the Issuer shall direct that contribute (i) any Group Partnership I Units or interests in Corporate Holdcos surrendered pursuant to such Exchange be transferred or issued directly to the Group Partnership Holdco that currently holds interests in the issuer of such the Group Partnership I Units that have been surrendered or that are held by such the Corporate HoldcoHoldco whose interests have been surrendered, and (ii) any Group Partnership II Units be transferred or issued directly surrendered pursuant to KKR Group Holdings or such Exchange to the general partner of the issuer of such the Group Partnership II Units surrendered. (c) Where KKR Holdings or a KKR Holdings Affiliated Person has exercised its right to surrender its Group Partnership Units to the Group Partnerships in a Base Exchange, the Group Partnership Holdco (with respect to Group Partnership I Units ) and Subsidiary Partnership (with respect to Group Partnership II Units), General Partners shall have a superseding right to acquire such interests for an amount of cash or or, at the option of the Group Partnership General Partners, Common Units equal to the amount of cash or Common Units (provided by the Issuer) that would be received pursuant to the Base Exchange. (d) On the date the Exchange of the Group Partnership Units is effective, all rights of KKR Holdings or a KKR Holdings Affiliated Person as holder of such Group Partnership Units shall cease, and KKR Holdings or such KKR Holdings Affiliated Person shall be treated for all purposes as having become the Record Holder (as defined in the Issuer Partnership Agreement) of the Common Units which are the subject of the Exchange and shall be admitted as a Limited Partner (as defined in the Issuer Partnership Agreement) of the Issuer in accordance and upon compliance with Section 10.2 of the Issuer Partnership Agreement. (e) Immediately prior to the time Group Partnership Units are surrendered for Exchange by a KKR Holdings Affiliated PersonExchange, KKR Holdings shall assign its rights together with its obligations hereunder in connection with an Exchange to such each KKR Holdings Affiliated Person beneficially owning such Group Partnership Units. (f) For the avoidance of doubt, any Exchange of Group Partnership Units shall be subject to the provisions of the Group Partnership Agreements.

Exchange of Group Partnership Units. (a) Subject to the provisions of the Group Partnership Agreements and the Issuer Partnership Agreement Certificate of Incorporation and to the provisions of Section 2.2 hereof, KKR Holdings or a KKR Holdings Affiliated Person shall be entitled on any General Quarterly Exchange Date, and KKR Holdings shall be entitled on any REU Quarterly Exchange Date, Date to surrender Group Partnership Units held by KKR Holdings or a KKR Holdings Affiliated Person as follows: (i) KKR Holdings or a KKR Holdings Affiliated Person may surrender Group Partnership Units to the Group Partnerships in exchange for either (at the option of the Group Partnerships) (x) the delivery on a pro rata basis (determined by reference to the relative fair market values of the Group Partnership I Units, Group Partnership II Units and Group Partnership II III Units) by the Group Partnerships of a number of shares of Class A Common Units Stock (acquired from the Issuer) equal to the number of Group Partnership Units surrendered multiplied by the Exchange Rate or (y) cash in an amount equal to the Fair Market Value on the date of such exchange of the shares of Class A Common Units Stock that KKR Holdings or a KKR Holdings Affiliated Person would receive pursuant to clause (x) (any such exchange, a an “Base Exchange”). Simultaneous with any such Exchange pursuant to clause (x) above, Group Partnership I Units shall be issued to Group Partnership Holdco and Holdco, Group Partnership II Units shall be issued to Subsidiary Partnership and Group Partnership III Units shall be issued to Group Partnership III General Partner in an amount equal to the number of Group Partnership I Units, Group Partnership II Units or Group Partnership II III Units surrendered to each such Group Partnership. Any election by the Group Partnerships to deliver cash to KKR Holdings or a KKR Holdings Affiliated Person, as the case may be, pursuant to clause (y) above, shall be subject to the prior approval of the conflicts committee of the board of directors of the Issuer General PartnerConflicts Committee. (ii) For purposes of making a Charitable Exchange or a Non-U.S. Exchange, a KKR Holdings Affiliated Person may surrender Group Partnership Units to the Issuer in exchange for the delivery of a number of Common Units equal to the number of Group Partnership Units surrendered multiplied by the Exchange Rate, provided, however, the Issuer may instead require that the Group Partnership I units the KKR Holdings Affiliated Person intends to surrender be owned by one or more Corporate Holdcos prior to surrender, in which case the number of Common Units delivered pursuant to the Exchange will be equal to the total Group Partnership Units that are surrendered, taking into account those collectively owned by the Corporate Holdcos whose interest are surrendered, multiplied by the Exchange Rate. (b) In connection with any Charitable Exchange or Non-U.S. Exchange pursuant to Section 2.1(a)(ii) above, the Issuer shall direct that (i) any Group Partnership I Units or interests in Corporate Holdcos surrendered pursuant to such Exchange be transferred or issued directly to the Group Partnership Holdco that currently holds interests in the issuer of such Group Partnership I Units or that are held by such Corporate Holdco, and (ii) any Group Partnership II Units be transferred or issued directly to KKR Group Holdings or to the general partner of the issuer of such Group Partnership II Units surrendered. (c) Where KKR Holdings or a KKR Holdings Affiliated Person has exercised its right to surrender its Group Partnership Units to the Group Partnerships in a Base Exchange, Group Partnership Holdco (with respect to Group Partnership I Units ) and Subsidiary Partnership (with respect to Group Partnership II Units), shall have a superseding right to acquire such interests for an amount of cash or Common Units equal to the amount of cash or Common Units (provided by the Issuer) that would be received pursuant to the Base Exchange. (d) On the date the Exchange of the Group Partnership Units is effective, all rights of KKR Holdings or a KKR Holdings Affiliated Person as holder of such Group Partnership Units shall cease, and KKR Holdings or such KKR Holdings Affiliated Person shall be treated for all purposes as having become the Record Holder (as defined in the Issuer Partnership Agreement) of the Common Units which are the subject of the Exchange and shall be admitted as a Limited Partner (as defined in the Issuer Partnership Agreement) of the Issuer in accordance and upon compliance with Section 10.2 of the Issuer Partnership Agreement. (e) Immediately prior to the time Group Partnership Units are surrendered for Exchange by a KKR Holdings Affiliated Person, KKR Holdings shall assign its rights together with its obligations hereunder in connection with an Exchange to such KKR Holdings Affiliated Person beneficially owning such Group Partnership Units. (f) For the avoidance of doubt, any Exchange of Group Partnership Units shall be subject to the provisions of the Group Partnership Agreements.