Common use of Ownership of Units Clause in Contracts

Ownership of Units. On the date hereof, the Covered Units set forth opposite such Unitholder’s name on Exhibit A hereto are owned by such Unitholder. Other than (a) restrictions in favor of the Parent pursuant to this Agreement, (b) such transfer restrictions of general applicability as may be provided under the Securities Act or the “blue sky” Laws of the various states of the United States, (c) any restrictions contained in the organizational documents of Member or that certain Members’ Agreement, dated as of October 26, 2018, by and among the Member and the members of the Member, (d) as set forth in that certain Amended and Restated Economic Rights Agreement, dated as of November 1, 2018, by and between the Company, the Member, Key Unitholders (as defined therein), SOF II Paradigm Cayco Limited, and Hayfin Services LLP, as representative for the Holder (as defined therein), and (e) as set forth in those certain Irrevocable Proxies and Powers of Attorney, dated October 31, 2018, executed by the Unitholders in favor of Hayfin Services LLP, as of the date hereof such Unitholder has, and at any unitholder meeting of the Member held during the Agreement Term to vote regarding the approval of Member’s entry into the Master Transaction Agreement and the transactions contemplated thereby, including the Contribution, including at any adjournment or postponement thereof, such Unitholder will have (except as otherwise permitted by this Agreement), sole voting power and sole dispositive power with respect to the matters set forth in Section 1.1 in respect of all of the Covered Units of such Unitholder and no proxies have been given in respect of any or all of such Covered Units with respect to the matters set forth in Section 1.1, other than proxies which have been validly revoked prior to the date hereof.

Ownership of Units. On (i) As of the date hereof, Vitol is the Covered sole record and beneficial owner of all right, title and interest in and to the Subordinated Units set forth opposite such Unitholder’s name on Exhibit A hereto are owned by such Unitholder. Other than (a) restrictions in favor of the Parent pursuant to this Agreement, (b) such transfer restrictions of general applicability as may be provided under the Securities Act or the “blue sky” Laws of the various states of the United States, (c) any restrictions contained in the organizational documents of Member or that certain Members’ Agreement, dated as of October 26, 2018, by and among the Member and the members GP Units, each free and clear of the Member, (d) as set forth in that certain Amended and Restated Economic Rights Agreement, dated as of November 1, 2018, by and between the Company, the Member, Key Unitholders (as defined therein), SOF II Paradigm Cayco Limited, and Hayfin Services LLP, as representative for the Holder (as defined therein), and (e) as set forth in those certain Irrevocable Proxies and Powers of Attorney, dated October 31, 2018, executed by the Unitholders in favor of Hayfin Services LLP, as of the date hereof such Unitholder has, and at any unitholder meeting of the Member held during the Agreement Term to vote regarding the approval of Member’s entry into the Master Transaction Agreement and the transactions contemplated thereby, including the Contribution, including at any adjournment or postponement thereof, such Unitholder will have all Encumbrances (except as otherwise permitted by this Agreement), sole voting power and sole dispositive power with respect to the matters set forth in Section 1.1 in respect of all of Subordinated Units, the Covered Units of such Unitholder transfer restrictions imposed thereon by the Partnership Agreement, and no proxies have been given in respect of any or all of such Covered Units with respect to the matters set forth GP Units, the transfer restrictions imposed thereon by the GP LLC Agreement). As of the Second Closing Date, (x) without giving effect to the transactions to be consummated at the Second Closing, Vitol will be the sole record and beneficial owner of all right, title and interest in and to the Subordinated Units and the GP Holdco Units, and (y) GP Holdco will be the sole record and beneficial owner of all right, title and interest in and to the GP Units, in each case free and clear of all Encumbrances (except with respect to the Subordinated Units, the transfer restrictions imposed thereon by the Amended Partnership Agreement, and with respect to the GP Units, the transfer restrictions imposed thereon by the GP LLC Agreement). As of the Second Closing Date, all of the GP Holdco Units will be duly authorized, validly issued, fully paid and non-assessable (subject to Sections 18-607 and 18-804 of the Delaware Act), and the issuance thereof will have been in compliance with all applicable Laws. In all material respects, the ownership of the Subordinated Units and GP Units by Vitol has been conducted in compliance with all applicable Laws. Except for the rights granted to Charlesbank in this Agreement, neither Vitol, the General Partner nor GP Holdco has granted to any Person any options, calls, warrants, commitments or rights of any character whatsoever to acquire any interest in the Subordinated Units, the GP Units or GP Holdco Units. (ii) The General Partner has good title to, holds of record and owns beneficially a 1.9741% general partner interest in the Partnership (which represents all of the general partner interests in the Partnership) subject to completion by the General Partner of the “top-up” subscription procedure provided for in Section 1.1, 5.2(c) of the Amended Partnership Agreement in connection with the issuance of Preferred Units pursuant to the Global Agreement and the IDRs (which represent all of the IDRs issued by the Partnership) free and clear of any Encumbrances (other than proxies the transfer restrictions imposed thereon by the Partnership Agreement). The General Partner has full authority to manage the affairs of the Partnership in accordance with the terms of the Partnership Agreement and there are no agreements or arrangements existing which have been validly revoked prior provide any rights, except as contemplated in the Restated GP Holdco LLC Agreement, (A) to any Person to designate the directors or managers of the General Partner, or (B) any Person other than the General Partner to manage and control the affairs of the Partnership. (iii) Upon the Second Closing, Charlesbank will receive good and valid title to the date hereofPurchased Units free and clear of all Encumbrances (except (A) as created by or through Charlesbank, (B) with respect to the Subordinated Units, the transfer restrictions imposed thereon by the Amended Partnership Agreement, and (C) with respect to the GP Holdco Units, the transfer restrictions imposed thereon by the Restated GP Holdco LLC Agreement). (iv) The Purchased GP Holdco Units represent 50% of the issued and outstanding limited liability company interests or other ownership interests in GP Holdco and the Purchased Subordinated Units represent 50% of the issued and outstanding Subordinated Units issued by the Partnership. (v) There are no outstanding options, warrants, rights or other securities convertible into or exchangeable or exercisable for equity securities of the General Partner or GP Holdco, any other commitments or agreements providing for the issuance of additional equity interests or the repurchase or redemption of equity interests in the General Partner or GP Holdco, and there are no agreements of any kind which may obligate the General Partner or GP Holdco to issue, purchase, redeem or otherwise acquire any of their respective equity interests. Except as contemplated by this Agreement and the Restated GP Holdco LLC Agreement, there are no voting agreements, proxies or other similar agreements or understandings with respect to any of the Purchased Units.