Common use of Transfers of Units Clause in Contracts

Transfers of Units. 7.1.1. The General Partner shall not Transfer any Class A Units. 7.1.2. No Class B Partner may Transfer all or any portion of such Class B Partner’s Units to any Person other than (i) to a Specified Permitted Transferee of such Class B Partner in accordance with and subject to Section 7.1.3, (ii) to a Permitted Charitable Institution but subject to the provisions of Section 8.6.3, (iii) pursuant to Sections 8.5, 8.6 or 8.7 or (iv) in accordance with the provisions of the Exchange Agreement. 7.1.3. Notwithstanding the provisions of Section 7.1.2, if the Affiliate or Specified Permitted Transferee is such because it was an Affiliate or Person described in clauses (ii) or (iii) of the definition of “Specified Permitted Transferee” at the time of such Transfer and, at any time after such Transfer, such Affiliate or Specified Permitted Transferee ceases to be an Affiliate or to qualify under clauses (ii) or (iii) of the definition of “Specified Permitted Transferee,” then such Transfer shall be deemed to not be a Transfer permitted pursuant to this Section 7 and any Partnership Interest beneficially owned by such former Affiliate or Specified Permitted Transferee (a “Non-Qualifying Transferee”) must be Transferred to the Class B Partner who had initially made such Transfer (the “Base Partner”) or another Person who would qualify as a permitted Transferee under Section 7.1.1, as applicable, prior to such Non-Qualifying Transferee’s loss of such status in respect of such Base Partner, provided that if such Transfer does not occur prior to such loss of such Affiliate or Special Permitted Transferee status, in addition to any remedy available to the Partnership for the breach of this Agreement resulting therefrom, at the election of the Partnership (which election, and all other rights of the Partnership related thereto as set forth herein, may be made and exercised at the sole discretion of the General Partner) either (i) the Transfer to the Non-Qualifying Transferee shall be null and void and of no force and effect, such Non-Qualifying Transferee shall automatically cease to be a Partner, and the Partnership shall be entitled to treat the Base Partner (or such other Person as the General Partner shall reasonably determine to be the rightful owner thereof) as the holder of the Partnership Interest held by such Non-Qualifying Transferee for all purposes hereunder, notwithstanding any prior registration or recognition of the Transfer of such Partnership Interest to such Non-Qualifying Transferee or (ii) the Partnership shall have the right and option to purchase all, but not less than all, of the Partnership Interest owned by such Non-Qualifying Transferee for a price of such Partnership Interests as determined in accordance with and on the terms and conditions set forth in Section 8.6.1. 7.1.4. As a condition to the validity of any Transfer permitted by this Section 7, the Specified Permitted Transferee or Affiliate shall be required to execute and deliver a copy of this Agreement, the Exchange Agreement, the Stockholders Agreement and the Tax Receivable Agreement to the Partnership. 7.1.5. Prior to a Class B Partner making any Transfer pursuant to Section 7.1.2(i), such Class B Partner shall provide written notice to the Partnership of such proposed Transfer, which notice shall specify the amount and type of Partnership Interests subject to such proposed Transfer and the name of the Affiliate or Specified Permitted Transferee, as applicable. In order to complete any Transfer pursuant to this Section 7.1, (i) the transferring Partner shall deliver its Partnership Interest duly endorsed, or accompanied by written instruments of Transfer, in form and substance reasonably satisfactory to the Partnership, free and clear of any encumbrances, and shall furnish such other evidence as may reasonably be necessary to effect the Transfers of such Partnership Interest, and (ii) upon receipt of the materials in clause (i) and the executed copy of this Agreement pursuant to Section 7.1.4, the Partnership shall cause its books and records to reflect the Transfer.

Transfers of Units. 7.1.1. The General Partner (a) Except for a Transfer of Units to the Company in connection with the redemption of such Units under Section 4.3 hereof, no Member shall not Transfer any Class A Units. 7.1.2. No Class B Partner may Transfer all or any portion of such Class B PartnerMember’s Units to any Person other than (i) to a Specified Permitted Transferee of such Class B Partner except in accordance with and subject to Section 7.1.3, (ii) to a Permitted Charitable Institution but subject to the provisions of Section 8.6.3, (iii) pursuant to Sections 8.5, 8.6 or 8.7 or (iv) in accordance compliance with the provisions of the Exchange Agreement. 7.1.3. Notwithstanding the provisions of Section 7.1.2, if the Affiliate or Specified Permitted Transferee is such because it was an Affiliate or Person described in clauses (ii) or (iii) of the definition of “Specified Permitted Transferee” at the time of such Transfer and, at any time after such Transfer, such Affiliate or Specified Permitted Transferee ceases to be an Affiliate or to qualify under clauses (ii) or (iii) of the definition of “Specified Permitted Transferee,” then such Transfer shall be deemed to not be a Transfer permitted pursuant to this Section 7 and any Partnership Interest beneficially owned by such former Affiliate or Specified Permitted Transferee (a “Non-Qualifying Transferee”) must be Transferred 9 applicable to the Class B Partner who had initially made class of Units such Member proposes to Transfer. Any purported Transfer (the “Base Partner”) or another Person who would qualify as a of Units that is not permitted Transferee under this Section 7.1.1, as applicable, prior to such Non-Qualifying Transferee’s loss of such status in respect of such Base Partner, provided that if such Transfer does not occur prior to such loss of such Affiliate or Special Permitted Transferee status, in addition to any remedy available to the Partnership for the breach of this Agreement resulting therefrom, at the election of the Partnership (which election, and all other rights of the Partnership related thereto as set forth herein, may be made and exercised at the sole discretion of the General Partner) either (i) the Transfer to the Non-Qualifying Transferee 9 shall be null and void and of no force and effector effect whatsoever. (b) Except for Permitted Transfers, such Non-Qualifying Transferee all Transfers of Units shall automatically cease to be a Partner, and require the Partnership shall be entitled to treat the Base Partner (or such other Person as the General Partner shall reasonably determine to be the rightful owner thereof) as the holder prior approval of the Partnership Interest held by such Non-Qualifying Transferee Board of Directors which the Directors may grant or withhold in their sole discretion for all purposes hereunder, notwithstanding any prior registration or recognition of reason. All applications for the Transfer of Units, other than Permitted Transfers, shall be made by the proposed transferor and transferee of Units submitting an application for Transfer to the Board of Directors in such Partnership Interest form as the Board determines to such Non-Qualifying Transferee or (ii) be appropriate from time to time. If the Partnership shall have Board of Directors approves a Transfer, the right Transfer will be recognized and option to purchase all, but not less than all, effective as of the Partnership Interest owned first day of the calendar month following the calendar month during which the Board of Directors approved the Transfer. Unless otherwise provided in its action to approve a Transfer, such approval of a Transfer shall also operate as the Board’s approval of the admission of the Transferee as a Member pursuant to Section 6.3(b) hereof. (c) In the event that any Member is allowed to pledge or otherwise encumber all or any part of its Units as security for the payment of a Debt, any such pledge or hypothecation shall be made pursuant to a pledge or hypothecation agreement that requires the pledgee or secured party to be bound by such Non-Qualifying Transferee for a price all of such Partnership Interests as determined in accordance with and on the applicable terms and conditions set forth in of this Section 8.6.1. 7.1.49. As a condition In the event such pledgee or secured party exercises such party’s rights with respect to the validity of any Transfer permitted by this Section 7pledged Units under such pledge or hypothecation agreement, the Specified Permitted Transferee such pledgee or Affiliate secured party shall be required hold such Units subject to execute all applicable terms and deliver a copy conditions of this Agreement, including the Exchange Agreementprovisions of Section 6.3 hereof relating to the admission of a Person as a Member of the Company. (d) In all cases, including Permitted Transfers, the Stockholders Agreement parties to a Transfer of Units shall pay all reasonable costs and expenses incurred by the Tax Receivable Agreement to Company in connection with the PartnershipTransfer of Units, including but not limited to, legal fees and costs. 7.1.5(e) In all cases, including Permitted Transfers, the transferor and transferee of Units shall furnish the Company with the transferee’s taxpayer identification number, sufficient information to determine the transferee’s initial tax basis in the Units transferred, and any other information reasonably requested by the Board of Directors to permit the Company to file all required federal and state tax returns and other legally required information statements or returns. Prior to a Class B Partner making any Transfer pursuant to Section 7.1.2(i), such Class B Partner shall provide written notice to Without limiting the Partnership of such proposed Transfer, which notice shall specify the amount and type of Partnership Interests subject to such proposed Transfer and the name generality of the Affiliate or Specified foregoing, the Company shall not be required to make any distribution otherwise provided for in this Agreement with respect to any transferred Units until it has received such information. (f) In all cases, including Permitted TransfereeTransfers, as applicable. In order the Company may require any transferor of Units to complete any Transfer pursuant to this Section 7.1, (i) the transferring Partner shall deliver its Partnership Interest duly endorsed, or accompanied by written instruments provide an opinion of Transfer, in form and substance counsel reasonably satisfactory to the Partnership, free and clear Company to the effect that such Transfer complies with or is exempt from any registration requirements under applicable federal or state securities laws. (g) No Transfer of any encumbrances, and shall furnish such other evidence as may reasonably Units will be necessary to effect the Transfers of such Partnership Interest, and (ii) upon receipt of the materials in clause (i) and the executed copy of this Agreement pursuant to Section 7.1.4, the Partnership shall cause its books and records to reflect the Transferallowed after a Dissolution Event has occurred.

Transfers of Units. 7.1.1. The General Partner (a) No Member shall not Transfer any Class A Units. 7.1.2. No Class B Partner may Transfer all or any portion of such Class B PartnerMember’s Units to any Person other than (iincluding without limitation a “transferable interest,” as defined in the Act) to a Specified Permitted Transferee of such Class B Partner except in accordance with and subject to Section 7.1.3, (ii) to a Permitted Charitable Institution but subject to the provisions of Section 8.6.3, (iii) pursuant to Sections 8.5, 8.6 or 8.7 or (iv) in accordance compliance with the provisions of the Exchange Agreement. 7.1.3. Notwithstanding the provisions of Section 7.1.2, if the Affiliate or Specified Permitted Transferee is such because it was an Affiliate or Person described in clauses (ii) or (iii) of the definition of “Specified Permitted Transferee” at the time of such Transfer and, at any time after such Transfer, such Affiliate or Specified Permitted Transferee ceases to be an Affiliate or to qualify under clauses (ii) or (iii) of the definition of “Specified Permitted Transferee,” then such Transfer shall be deemed to not be a Transfer permitted pursuant to this Section 7 and any Partnership Interest beneficially owned by such former Affiliate or Specified Permitted Transferee (a “Non-Qualifying Transferee”) must be Transferred 9 applicable to the Class B Partner who had initially made class of Units such Member proposes to Transfer. Any purported Transfer (the “Base Partner”) or another Person who would qualify as a of Units that is not permitted Transferee under this Section 7.1.1, as applicable, prior to such Non-Qualifying Transferee’s loss of such status in respect of such Base Partner, provided that if such Transfer does not occur prior to such loss of such Affiliate or Special Permitted Transferee status, in addition to any remedy available to the Partnership for the breach of this Agreement resulting therefrom, at the election of the Partnership (which election, and all other rights of the Partnership related thereto as set forth herein, may be made and exercised at the sole discretion of the General Partner) either (i) the Transfer to the Non-Qualifying Transferee 9 shall be null and void and of no force and effector effect whatsoever. (b) Except for Permitted Transfers, such Non-Qualifying Transferee all Transfers of Units shall automatically cease to be a Partner, and require the Partnership shall be entitled to treat the Base Partner (or such other Person as the General Partner shall reasonably determine to be the rightful owner thereof) as the holder prior approval of the Partnership Interest held by such Non-Qualifying Transferee Board of Directors which the Directors may grant or withhold in their sole discretion for all purposes hereunder, notwithstanding any prior registration or recognition of reason. All applications for the Transfer of Units, other than Permitted Transfers, shall be made by the proposed transferor and transferee of Units submitting an application for Transfer to the Board of Directors in such Partnership Interest form as the Board determines to such Non-Qualifying Transferee or (ii) be appropriate from time to time. If the Partnership shall have Board of Directors approves a Transfer, the right Transfer will be recognized and option to purchase all, but not less than all, effective as of the Partnership Interest owned first day of the calendar month following the calendar month during which the Board of Directors approved the Transfer. Unless otherwise provided in its action to approve a Transfer, such approval of a Transfer shall also operate as the Board’s approval of the admission of the Transferee as a Member pursuant to Section 6.3(b) hereof. (c) In the event that any Member is allowed to pledge or otherwise encumber all or any part of its Units as security for the payment of a Debt, any such pledge or hypothecation shall be made pursuant to a pledge or hypothecation agreement that requires the pledgee or secured party to be bound by such Non-Qualifying Transferee for a price all of such Partnership Interests as determined in accordance with and on the terms and conditions set forth in of this Section 8.6.1. 7.1.49. As a condition In the event such pledgee or secured party becomes the Unit Holder hereunder pursuant to the validity exercise of any Transfer permitted by this Section 7such party’s rights under such pledge or hypothecation agreement, the Specified Permitted Transferee such pledgee or Affiliate secured party shall be required to execute bound by all terms and deliver a copy conditions of this Agreement, including the Exchange Agreementprovisions of Section 6.3 hereof relating to the admission of a Person as a Member of the Company. (d) In all cases, including Permitted Transfers, the Stockholders Agreement and the Tax Receivable Agreement to the Partnership. 7.1.5. Prior parties to a Class B Partner making any Transfer pursuant to Section 7.1.2(i), such Class B Partner of Units shall provide written notice to pay all reasonable costs and expenses connected with the Partnership of such proposed Transfer, which notice shall specify the amount and type of Partnership Interests subject to such proposed Transfer and the name admission of the Affiliate or Specified Permitted Transferee, Transferee as applicable. In order to complete any Transfer pursuant to this Section 7.1, (i) a Member incurred by the transferring Partner shall deliver its Partnership Interest duly endorsed, or accompanied by written instruments Company as a result of such Transfer, including but not limited to, legal fees and costs. (e) In all cases, including Permitted Transfers, the transferor and transferee of Units shall furnish the Company with the transferee’s taxpayer identification number, sufficient information to determine the transferee’s initial tax basis in form the Units transferred, and substance any other information reasonably requested by the Board of Directors to permit the Company to file all required federal and state tax returns and other legally required information statements or returns. Without limiting the generality of the foregoing, the Company shall not be required to make any distribution otherwise provided for in this Agreement with respect to any transferred Units until it has received such information. (f) In all cases, including Permitted Transfers, the Company may require any transferor of Units to provide an opinion of counsel reasonably satisfactory to the Partnership, free and clear Company to the effect that such Transfer complies with or is exempt from any registration requirements under applicable federal or state securities laws. (g) No Transfer of any encumbrances, and shall furnish such other evidence as may reasonably Units will be necessary to effect the Transfers of such Partnership Interest, and (ii) upon receipt of the materials in clause (i) and the executed copy of this Agreement pursuant to Section 7.1.4, the Partnership shall cause its books and records to reflect the Transferallowed after a Dissolution Event has occurred.

Transfers of Units. 7.1.1. The (a) Subject to Sections 4.16, subsection 11.2(b) and all Applicable Laws: (i) a Limited Partner may transfer all or part of its Units only by delivering to the Registrar and Transfer Agent the Unit Certificate representing the Unit or Units to be transferred together with a form acceptable to the General Partner, including a power of attorney (the “Transfer Form and Power of Attorney”), or the Transfer Form and Power of Attorney alone if the Unit Certificate has not yet been issued, duly completed and executed by both parties to such transfer with the signature of the transferor; (ii) Units may not be transferred to a Person that is an Excluded Person and the transferee of Units must deliver to the General Partner such documents (including, without limitation, a statutory declaration of residency) as the General Partner may require to evidence that the Transferee is not an Excluded Person; (iii) the effective date of any transfer is the day on which all necessary documentation respecting such transfer has been filed or completed in accordance with Applicable Laws, as of which date the transferee will become a Limited Partner and will be deemed to have been accepted as such by every other Limited Partner; (iv) any transfer of a Unit shall be at the expense of the transferee (provided, however, that the Partnership shall be responsible for all costs in relation to the preparation of any amendment to the Register and similar documents in other jurisdictions); and (v) no transfer of Units will be accepted by the Registrar and Transfer Agent after notice of dissolution of the Partnership is given to the Limited Partners. (b) Notwithstanding subsection 4.15(a), the Class B Units (and the Special Voting Units that accompanying them) shall not Transfer any Class A Units.be transferable unless: 7.1.2. No Class B Partner may Transfer all or any portion of (i) such transfer would not require the transferee to make an offer to Unitholders to acquire Fund Units on the same terms and conditions under applicable securities laws if such Class B Partner’s Units to any Person other than (i) to a Specified Permitted Transferee of such Class B Partner in accordance with and subject to Section 7.1.3, (ii) to a Permitted Charitable Institution but subject to the provisions of Section 8.6.3, (iii) pursuant to Sections 8.5, 8.6 or 8.7 or (iv) in accordance with the provisions of the Exchange Agreement. 7.1.3. Notwithstanding the provisions of Section 7.1.2, if the Affiliate or Specified Permitted Transferee is such because it was an Affiliate or Person described in clauses (ii) or (iii) of the definition of “Specified Permitted Transferee” at the time of such Transfer and, at any time after such Transfer, such Affiliate or Specified Permitted Transferee ceases to be an Affiliate or to qualify under clauses (ii) or (iii) of the definition of “Specified Permitted Transferee,” then such Transfer shall be deemed to not be a Transfer permitted pursuant to this Section 7 and any Partnership Interest beneficially owned by such former Affiliate or Specified Permitted Transferee (a “Non-Qualifying Transferee”) must be Transferred to the Class B Partner who had initially made such Transfer (the “Base Partner”) or another Person who would qualify as a permitted Transferee under Section 7.1.1, as applicable, prior to such Non-Qualifying Transferee’s loss of such status in respect of such Base Partner, provided that if such Transfer does not occur prior to such loss of such Affiliate or Special Permitted Transferee status, in addition to any remedy available to the Partnership for the breach of this Agreement resulting therefrom, at the election of the Partnership (which electionUnits, and all other rights of the Partnership related thereto as set forth hereinClass B Units then outstanding, may be made and exercised were converted into Fund Units at the sole discretion of then current exchange ratio in effect under the General Partner) either (i) the Transfer to the Non-Qualifying Transferee shall be null Exchange and void and of no force and effect, such Non-Qualifying Transferee shall automatically cease to be a Partner, and the Partnership shall be entitled to treat the Base Partner (or such other Person as the General Partner shall reasonably determine to be the rightful owner thereof) as the holder of the Partnership Interest held by such Non-Qualifying Transferee for all purposes hereunder, notwithstanding any Support Agreement immediately prior registration or recognition of the Transfer of such Partnership Interest to such Non-Qualifying Transferee or transfer; or (ii) the Partnership shall have transferee acquiring such Class B Units makes a contemporaneous and identical offer for Fund Units to the right registered holders thereof (in terms of price, timing, proportion of securities sought to be acquired and option conditions), and does not acquire such Class B Units unless the transferee also acquires a proportionate number of Fund Units actually tendered to purchase allsuch identical offer. (c) A transferee of Units will automatically become bound and subject to this Agreement and the Exchange and Support Agreement (if applicable in respect of the transfer of any Class B Units), but not without execution of further instruments. (d) In the case of a transfer of less than all, all of the Units represented by a Unit Certificate, a new Unit Certificate for the balance of Units retained by the transferor will be issued. (e) This Section 4.15 does not apply to a transfer of Units made: (i) in connection with the Arrangement, pursuant to the Exchange and Support Agreement, or pursuant to the redemption by the Partnership Interest owned by such Non-Qualifying Transferee for a price of such Partnership Interests as determined Class B Units in accordance with and on the terms and conditions set forth in Section 8.6.1.4.3(f); or 7.1.4. As a condition to the validity of any Transfer permitted by this Section 7, the Specified Permitted Transferee or Affiliate shall be required to execute and deliver a copy of this Agreement, the Exchange Agreement, the Stockholders Agreement and the Tax Receivable Agreement to the Partnership. 7.1.5. Prior to a Class B Partner making any Transfer pursuant to Section 7.1.2(i), such Class B Partner shall provide written notice to the Partnership of such proposed Transfer, which notice shall specify the amount and type of Partnership Interests subject to such proposed Transfer and the name of the Affiliate or Specified Permitted Transferee, as applicable. In order to complete any Transfer pursuant to this Section 7.1, (i) the transferring Partner shall deliver its Partnership Interest duly endorsed, or accompanied by written instruments of Transfer, in form and substance reasonably satisfactory to the Partnership, free and clear of any encumbrances, and shall furnish such other evidence as may reasonably be necessary to effect the Transfers of such Partnership Interest, and (ii) upon receipt in connection with or contemporaneously with the purchase of the materials in clause (i) and the executed copy of this Agreement Fund Units and/or Class B Units pursuant to Section 7.1.4, a take-over bid (as such term is defined in the Partnership shall cause its books and records to reflect the TransferFund Deed of Trust).

Transfers of Units. 7.1.1. The General Partner shall not Transfer any Class A Units. 7.1.2. No Class B Partner may make a Transfer all of his Units, in whole or any portion in part, only upon compliance with the following procedure: III to I Maritime Partners Cayman I, L.P. Second Amended and Restated (a) The Partner or the transferee must file with the Partnership a written and dated instrument of such Class B Partner’s Units to any Person other than (i) to a Specified Permitted Transferee of such Class B Partner in accordance with and subject to Section 7.1.3, (ii) to a Permitted Charitable Institution but subject to the provisions of Section 8.6.3, (iii) pursuant to Sections 8.5, 8.6 or 8.7 or (iv) in accordance with the provisions of the Exchange Agreement. 7.1.3. Notwithstanding the provisions of Section 7.1.2, if the Affiliate or Specified Permitted Transferee is such because it was an Affiliate or Person described in clauses (ii) or (iii) of the definition of “Specified Permitted Transferee” at the time of such Transfer and, at any time after such Transfer, such Affiliate or Specified Permitted Transferee ceases to be an Affiliate or to qualify under clauses (ii) or (iii) of the definition of “Specified Permitted Transferee,” then such Transfer shall be deemed to not be a Transfer permitted pursuant to this Section 7 and any Partnership Interest beneficially owned by such former Affiliate or Specified Permitted Transferee (a “Non-Qualifying Transferee”) must be Transferred to the Class B Partner who had initially made such Transfer (the “Base Partner”) or another Person who would qualify as a permitted Transferee under Section 7.1.1, as applicable, prior to such Non-Qualifying Transferee’s loss of such status in respect of such Base Partner, provided that if such Transfer does not occur prior to such loss of such Affiliate or Special Permitted Transferee status, in addition to any remedy available to the Partnership for the breach of this Agreement resulting therefrom, at the election of the Partnership (which election, and all other rights of the Partnership related thereto as set forth herein, may be made and exercised at the sole discretion of the General Partner) either (i) the Transfer to the Non-Qualifying Transferee shall be null and void and of no force and effect, such Non-Qualifying Transferee shall automatically cease to be a Partner, and the Partnership shall be entitled to treat the Base Partner (or such other Person as the General Partner shall reasonably determine to be the rightful owner thereof) as the holder of the Partnership Interest held by such Non-Qualifying Transferee for all purposes hereunder, notwithstanding any prior registration or recognition of the Transfer of such Partnership Interest to such Non-Qualifying Transferee or (ii) the Partnership shall have the right and option to purchase all, but not less than all, of the Partnership Interest owned by such Non-Qualifying Transferee for a price of such Partnership Interests as determined in accordance with and on the terms and conditions set forth in Section 8.6.1. 7.1.4. As a condition to the validity of any Transfer permitted by this Section 7, the Specified Permitted Transferee or Affiliate shall be required to execute and deliver a copy of this Agreement, the Exchange Agreement, the Stockholders Agreement and the Tax Receivable Agreement to the Partnership. 7.1.5. Prior to a Class B Partner making any Transfer pursuant to Section 7.1.2(i), such Class B Partner shall provide written notice to the Partnership of such proposed Transfer, which notice shall specify the amount and type of Partnership Interests subject to such proposed Transfer and the name of the Affiliate or Specified Permitted Transferee, as applicable. In order to complete any Transfer pursuant to this Section 7.1, (i) the transferring Partner shall deliver its Partnership Interest duly endorsed, or accompanied by written instruments of Transfer, in form and substance reasonably satisfactory to the PartnershipGeneral Partner, free executed by both the transferor and clear the transferee, which instrument shall (i) contain the acceptance by the transferee of all of the terms and provisions of this Agreement, to the extent applicable to an assignee of the Units, (ii) contain such representations as the General Partner may deem necessary or advisable to assure that such Transfer need not be registered under any encumbrancesapplicable federal or state securities laws, (iii) instruct the General Partner as to the Units transferred and shall furnish such other evidence as may reasonably be necessary to effect the Transfers whom and at what address Partnership distributions and Notifications in respect of such Partnership InterestUnits should henceforth be sent, and (iiiv) upon receipt contain any information required under the Code that is requested by the General Partner; (b) Unless expressly waived by the General Partner, the transferor or transferee shall deliver to the Partnership an opinion of counsel acceptable to the materials in clause General Partner that (i) such Transfer is exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), applicable state securities laws, and any rules or regulations promulgated thereunder, and will not otherwise cause the executed copy Partnership to be in violation of this Agreement pursuant such laws and regulations, (ii) the Transfer will not result in the termination of the Partnership within the meaning of Section 708(b) of the Code, (iii) the Transfer will not adversely affect the status of the Partnership as a partnership under the Code, and (iv) the Transfer will not cause all or any portion of the assets of the Partnership to Section 7.1.4constitute “plan assets” under ERISA or the Code or to be subject to the provisions of ERISA to substantially the same extent as if owned directly by any ERISA Partner; (c) The transferor Partner shall have received the prior written consent of the General Partner to such Transfer; and (d) Notwithstanding the foregoing, upon the death of a Partner, the Partnership shall cause its books and records have the option to reflect repurchase the TransferUnits of such Partner (or his estate) for an amount equal to one hundred percent (100%) of that Partner’s Capital Account on the date of the death of such Partner by giving notice to the estate of such Partner on or before the ninetieth (90th) day following the date upon which the Partnership receives notification of the death of such Partner (the “Repurchase Notice”). The Partnership shall have one hundred eighty (180) days following the date of the Repurchase Notice to make the payment related to such repurchase.

Transfers of Units. 7.1.1. The General Partner (a) Except for a Transfer of Units to the Company in connection with the redemption of such Units under Section 4.3 hereof, no Unit Holder shall not Transfer any Class A Units. 7.1.2. No Class B Partner may Transfer all or any portion of such Class B PartnerUnit Holder’s Units to any Person other than (i) to a Specified Permitted Transferee of such Class B Partner except in accordance with and subject to Section 7.1.3, (ii) to a Permitted Charitable Institution but subject to the provisions of Section 8.6.3, (iii) pursuant to Sections 8.5, 8.6 or 8.7 or (iv) in accordance compliance with the provisions of the Exchange Agreement. 7.1.3. Notwithstanding the provisions of Section 7.1.2, if the Affiliate or Specified Permitted Transferee is such because it was an Affiliate or Person described in clauses (ii) or (iii) of the definition of “Specified Permitted Transferee” at the time of such Transfer and, at any time after such Transfer, such Affiliate or Specified Permitted Transferee ceases to be an Affiliate or to qualify under clauses (ii) or (iii) of the definition of “Specified Permitted Transferee,” then such Transfer shall be deemed to not be a Transfer permitted pursuant to this Section 7 and any Partnership Interest beneficially owned by such former Affiliate or Specified Permitted Transferee (a “Non-Qualifying Transferee”) must be Transferred to the Class B Partner who had initially made such 9. Any purported Transfer (the “Base Partner”) or another Person who would qualify as a of Units that is not permitted Transferee under this Section 7.1.1, as applicable, prior to such Non-Qualifying Transferee’s loss of such status in respect of such Base Partner, provided that if such Transfer does not occur prior to such loss of such Affiliate or Special Permitted Transferee status, in addition to any remedy available to the Partnership for the breach of this Agreement resulting therefrom, at the election of the Partnership (which election, and all other rights of the Partnership related thereto as set forth herein, may be made and exercised at the sole discretion of the General Partner) either (i) the Transfer to the Non-Qualifying Transferee 9 shall be null and void and of no force and effector effect whatsoever. (b) A Member or other Unit Holder desiring to Transfer Units (including by way of a Permitted Transfer) must submit an application for the Transfer to the Secretary of the Company in such form as the Board of Directors determines to be appropriate from time to time. In the case of a Permitted Transfer pursuant to Section 9.2(a) hereof, such Non-Qualifying application shall be submitted by the transferring Member’s administrator, executor or guardian along with evidence in form and substance satisfactory to counsel to the Company of such administrator’s, executor’s or guardian’s authority. Except for Permitted Transfers, all Transfers of Units shall require the prior approval of the Board of Directors which it may grant or withhold in its sole discretion for any reason. Unless otherwise provided in its action to approve a Transfer, such approval of a Transfer shall also operate as the Board of Directors’ approval of the admission of the Transferee as a Member pursuant to Section 6.1(b) hereof. (c) In the event that a Unit Holder is allowed to pledge or otherwise encumber all or any part of its Units as security for the payment of a debt, any such pledge or hypothecation shall automatically cease be made pursuant to a pledge or hypothecation agreement that requires the pledgee or secured party to be bound by all of the applicable terms and conditions of this Section 9. In the event such pledgee or secured party exercises such party’s rights with respect to the pledged Units under such pledge or hypothecation agreement, such pledgee or secured party shall hold such Units subject to all applicable terms and conditions of this Agreement, including the provisions of Section 6.3 hereof relating to the admission of a Partner, and the Partnership shall be entitled to treat the Base Partner (or such other Person as the General Partner shall reasonably determine to be the rightful owner thereof) as the holder a Member of the Partnership Interest held Company. (d) In all cases, including Permitted Transfers, the parties to a Transfer of Units shall pay all reasonable costs and expenses incurred by such Non-Qualifying Transferee for all purposes hereunder, notwithstanding any prior registration or recognition of the Company in connection with the Transfer of Units, including, but not limited to, legal fees and costs. (e) In all cases, including Permitted Transfers, the transferor and transferee of Units shall furnish the Company with the transferee’s taxpayer identification number, sufficient information to determine the transferee’s initial tax basis in the Units transferred, and any other information reasonably requested by the Board of Directors to permit the Company to file all required federal and state tax returns and other legally required information statements or returns. Without limiting the generality of the foregoing, the Company shall not be required to make any distribution otherwise provided for in this Agreement with respect to any transferred Units until it has received such Partnership Interest information. (f) In all cases, including Permitted Transfers, the Company may require any transferor of Units to provide an opinion of counsel reasonably satisfactory to the Company to the effect that such NonTransfer complies with or is exempt from any registration requirements under applicable federal or state securities laws. (g) Any Transfer duly approved by the Board of Directors will be recognized and effective as of the first day of the calendar month following the calendar month during which the Board of Directors approves such Transfer. A Permitted Transfer will be recognized and effective as of the first day of the calendar month following the calendar month during which the application for such Transfer is received by the Company, unless such application is delivered later than the twenty-Qualifying Transferee fifth (25th) day of a calendar month in which case such Permitted Transfer will be recognized and effective as of the first day of the next succeeding calendar month. Notwithstanding the foregoing, the recognition and effectiveness of a Transfer of Units (including a Permitted Transfer) shall be deferred to the extent determined by the Board of Directors to be necessary to prevent (i) the total number of Unit Holders exceeding 1,999 or the total number of Units Holders who are not Accredited Investors exceeding 499, (ii) the Partnership shall have Company being treated as a “publicly traded partnership” within the right and option to purchase all, but not less than all, meaning of Code Section 7704(b) or otherwise jeopardizing the status of the Partnership Interest owned by Company as a partnership for income tax purposes, or (iii) the application of the rules of Code Sections 168(g)(1)(B) and 168(h) or similar rules to apply to the Company (each a “Deferral Event”). If a Transfer of Units is so delayed, the Company will recognize and allow such Non-Qualifying Transferee for a price of such Partnership Interests as determined in accordance with and Transfer on the terms and conditions set forth first practicable date on which such Transfer can be made, in Section 8.6.1the opinion of Company counsel, without causing a Deferral Event. 7.1.4. As a condition to the validity (h) No Transfer of any Transfer permitted by this Section 7, the Specified Permitted Transferee or Affiliate shall Units will be required to execute and deliver allowed after a copy of this Agreement, the Exchange Agreement, the Stockholders Agreement and the Tax Receivable Agreement to the PartnershipDissolution Event has occurred. 7.1.5. Prior to a Class B Partner making any Transfer pursuant to Section 7.1.2(i), such Class B Partner shall provide written notice to the Partnership of such proposed Transfer, which notice shall specify the amount and type of Partnership Interests subject to such proposed Transfer and the name of the Affiliate or Specified Permitted Transferee, as applicable. In order to complete any Transfer pursuant to this Section 7.1, (i) the transferring Partner shall deliver its Partnership Interest duly endorsed, or accompanied by written instruments of Transfer, in form and substance reasonably satisfactory to the Partnership, free and clear of any encumbrances, and shall furnish such other evidence as may reasonably be necessary to effect the Transfers of such Partnership Interest, and (ii) upon receipt of the materials in clause (i) and the executed copy of this Agreement pursuant to Section 7.1.4, the Partnership shall cause its books and records to reflect the Transfer.

Transfers of Units. 7.1.1. The General Partner shall not Transfer any Class (a) A Units. 7.1.2. No Class B Partner may Transfer all or any portion of such Class B Partner’s Units in whole or in part to a Person that is part of the same Family Branch as such Partner at any Person other time. If such Transferee is not already a Partner, such Transferee shall be admitted as a Partner of the Partnership subject to Section 4.2. In addition, if a trustee of a Partner which is an irrevocable trust is replaced, the successor trustee shall automatically be admitted to the Partnership. Other than as provided in the first sentence of this Section 7.2(a), (i) to a Specified Permitted Transferee no Partner may Transfer any part of such Class B its Units without the prior approval of the General Partner in accordance with and subject to Section 7.1.3, (ii) to a Permitted Charitable Institution but subject to the provisions no Partner may sell, assign, pledge, hypothecate, distribute or otherwise transfer or dispose of Section 8.6.3, (iii) pursuant to Sections 8.5, 8.6 or 8.7 or (iv) in accordance with the provisions any part of the Exchange Agreement. 7.1.3. Notwithstanding Equity Securities in such Partner or other direct or indirect interest in such Partner without the provisions of Section 7.1.2, if the Affiliate or Specified Permitted Transferee is such because it was an Affiliate or Person described in clauses (ii) or (iii) of the definition of “Specified Permitted Transferee” at the time of such Transfer and, at any time after such Transfer, such Affiliate or Specified Permitted Transferee ceases to be an Affiliate or to qualify under clauses (ii) or (iii) of the definition of “Specified Permitted Transferee,” then such Transfer shall be deemed to not be a Transfer permitted pursuant to this Section 7 and any Partnership Interest beneficially owned by such former Affiliate or Specified Permitted Transferee (a “Non-Qualifying Transferee”) must be Transferred to the Class B Partner who had initially made such Transfer (the “Base Partner”) or another Person who would qualify as a permitted Transferee under Section 7.1.1, as applicable, prior to such Non-Qualifying Transferee’s loss of such status in respect of such Base Partner, provided that if such Transfer does not occur prior to such loss of such Affiliate or Special Permitted Transferee status, in addition to any remedy available to the Partnership for the breach of this Agreement resulting therefrom, at the election of the Partnership (which election, and all other rights of the Partnership related thereto as set forth herein, may be made and exercised at the sole discretion approval of the General Partner. A change in beneficiaries of a trust shall be deemed a Transfer. The Partnership shall not recognize any attempted Transfer in violation of this Section 7.2(a). (b) either All Partners acknowledge that the Units have not been registered under the Securities Act of 1933, as amended (ithe “1933 Act”) in reliance on the Transfer exemption afforded by Section 4(2) of the 1933 Act. Therefore, to preserve said exemption and notwithstanding anything contained herein to the Non-Qualifying Transferee contrary, the Partners hereby agree that Units shall be null nontransferable and nonassignable, except in compliance with the registration provisions of the 1933 Act, or an exemption or exemptions therefrom, and in compliance with (or exemption from) applicable state securities laws and rules and regulations promulgated thereunder, and any attempted or purported Transfer in violation of the foregoing shall be void and of no force and effect. Accordingly, such Non-Qualifying Transferee shall automatically cease as an additional condition precedent to be a Partnerany Transfer of any Units, and the Partnership shall be entitled to treat the Base Partner (or such other Person as the General Partner shall reasonably determine to be the rightful owner thereof) as the holder may require an opinion of the Partnership Interest held by such Non-Qualifying Transferee for all purposes hereunder, notwithstanding any prior registration or recognition of the Transfer of such Partnership Interest to such Non-Qualifying Transferee or (ii) the Partnership shall have the right and option to purchase all, but not less than all, of the Partnership Interest owned by such Non-Qualifying Transferee for a price of such Partnership Interests as determined in accordance with and on the terms and conditions set forth in Section 8.6.1. 7.1.4. As a condition to the validity of any Transfer permitted by this Section 7, the Specified Permitted Transferee or Affiliate shall be required to execute and deliver a copy of this Agreement, the Exchange Agreement, the Stockholders Agreement and the Tax Receivable Agreement to the Partnership. 7.1.5. Prior to a Class B Partner making any Transfer pursuant to Section 7.1.2(i), such Class B Partner shall provide written notice to the Partnership of such proposed Transfer, which notice shall specify the amount and type of Partnership Interests subject to such proposed Transfer and the name of the Affiliate or Specified Permitted Transferee, as applicable. In order to complete any Transfer pursuant to this Section 7.1, (i) the transferring Partner shall deliver its Partnership Interest duly endorsed, or accompanied by written instruments of Transfer, in form and substance reasonably counsel satisfactory to the Partnership, free and clear General Partner that such Transfer will be made in compliance with the registration provisions of any encumbrancesthe 1933 Act (or exemptions therefrom), and shall furnish such other evidence as may reasonably be necessary to effect the Transfers of such Partnership Interestin compliance with (or exemptions from) applicable state securities laws and rules and regulations promulgated thereunder, and (ii) upon receipt of such Transferor shall be responsible for paying any attorneys’ fees incurred in connection with the materials in clause (i) and the executed copy of this Agreement pursuant to Section 7.1.4, the Partnership shall cause its books and records to reflect the Transferopinion.

Transfers of Units. 7.1.1. The General Partner shall not Transfer any Class (a) A Units. 7.1.2. No Class B Partner Member may Transfer all or any portion of such Class B PartnerMember’s Units in whole or in part to a Person that is part of the same Family Branch as such Member at any Person other time. If such Transferee is not already a Member, such Transferee shall be admitted as a Member of the Company subject to Section 4.2. In addition, if a trustee of a Member which is an irrevocable trust is replaced, the successor trustee shall automatically be admitted to the Company. Other than as provided in the first sentence of this Section 7.2(a), (i) to no Member may Transfer any part of its Units without the prior approval of at least a Specified Permitted Transferee Supermajority of such Class B Partner in accordance with Managers and subject to Section 7.1.3, (ii) no Member may sell, assign, pledge, hypothecate, distribute or otherwise transfer or dispose of any part of the Equity Securities in such Member or other direct or indirect interest in such Member without the prior approval of at least a Supermajority of Managers. A change in beneficiaries of a trust shall be deemed a Transfer. The Company shall not recognize any attempted Transfer in violation of this Section 7.2(a). (b) All Members acknowledge that the Units have not been registered under the Securities Act of 1933, as amended (the “1933 Act”) in reliance on the exemption afforded by Section 4(2) of the 1933 Act. Therefore, to a Permitted Charitable Institution but subject preserve said exemption and notwithstanding anything contained herein to the provisions of Section 8.6.3contrary, (iii) pursuant to Sections 8.5the Members hereby agree that Units shall be nontransferable and nonassignable, 8.6 or 8.7 or (iv) except in accordance compliance with the registration provisions of the Exchange Agreement. 7.1.3. Notwithstanding the provisions of Section 7.1.21933 Act, if the Affiliate or Specified Permitted Transferee is such because it was an Affiliate exemption or Person described exemptions therefrom, and in clauses compliance with (iior exemption from) applicable state securities laws and rules and regulations promulgated thereunder, and any attempted or (iii) purported Transfer in violation of the definition of “Specified Permitted Transferee” at the time of such Transfer and, at any time after such Transfer, such Affiliate or Specified Permitted Transferee ceases to be an Affiliate or to qualify under clauses (ii) or (iii) of the definition of “Specified Permitted Transferee,” then such Transfer foregoing shall be deemed to not be a Transfer permitted pursuant to this Section 7 and any Partnership Interest beneficially owned by such former Affiliate or Specified Permitted Transferee (a “Non-Qualifying Transferee”) must be Transferred to the Class B Partner who had initially made such Transfer (the “Base Partner”) or another Person who would qualify as a permitted Transferee under Section 7.1.1, as applicable, prior to such Non-Qualifying Transferee’s loss of such status in respect of such Base Partner, provided that if such Transfer does not occur prior to such loss of such Affiliate or Special Permitted Transferee status, in addition to any remedy available to the Partnership for the breach of this Agreement resulting therefrom, at the election of the Partnership (which election, and all other rights of the Partnership related thereto as set forth herein, may be made and exercised at the sole discretion of the General Partner) either (i) the Transfer to the Non-Qualifying Transferee shall be null and void and of no force and effect. Accordingly, such Non-Qualifying Transferee shall automatically cease as an additional condition precedent to be a Partner, and the Partnership shall be entitled to treat the Base Partner (or such other Person as the General Partner shall reasonably determine to be the rightful owner thereof) as the holder of the Partnership Interest held by such Non-Qualifying Transferee for all purposes hereunder, notwithstanding any prior registration or recognition of the Transfer of such Partnership Interest to such Non-Qualifying Transferee or (ii) the Partnership shall have the right and option to purchase all, but not less than all, of the Partnership Interest owned by such Non-Qualifying Transferee for a price of such Partnership Interests as determined in accordance with and on the terms and conditions set forth in Section 8.6.1. 7.1.4. As a condition to the validity of any Transfer permitted by this Section 7Units, the Specified Permitted Transferee or Affiliate shall be required to execute and deliver a copy Board may require an opinion of this Agreement, the Exchange Agreement, the Stockholders Agreement and the Tax Receivable Agreement to the Partnership. 7.1.5. Prior to a Class B Partner making any Transfer pursuant to Section 7.1.2(i), such Class B Partner shall provide written notice to the Partnership of such proposed Transfer, which notice shall specify the amount and type of Partnership Interests subject to such proposed Transfer and the name of the Affiliate or Specified Permitted Transferee, as applicable. In order to complete any Transfer pursuant to this Section 7.1, (i) the transferring Partner shall deliver its Partnership Interest duly endorsed, or accompanied by written instruments of Transfer, in form and substance reasonably counsel satisfactory to the Partnership, free and clear Board that such Transfer will be made in compliance with the registration provisions of any encumbrancesthe 1933 Act (or exemptions therefrom), and shall furnish such other evidence as may reasonably be necessary to effect the Transfers of such Partnership Interestin compliance with (or exemptions from) applicable state securities laws and rules and regulations promulgated thereunder, and (ii) upon receipt of such Transferor shall be responsible for paying any attorneys’ fees incurred in connection with the materials in clause (i) and the executed copy of this Agreement pursuant to Section 7.1.4, the Partnership shall cause its books and records to reflect the Transferopinion.

Transfers of Units. 7.1.1. The General Partner shall not (a) Except pursuant to (i) a Permitted Transfer any Class A Units. 7.1.2. No Class B Partner of Preferred Units or (ii) a Transfer that is effected in compliance with Section 8.7 or Section 8.9 (as a Tag-Along Transferor), no Member may Transfer all or any portion part of its Units unless such Class B Partner’s Units to any Person Transfer has been approved in advance by the Board in writing, which approval may be withheld by the Board in its sole discretion, and a Transferee (other than (i) to a Specified Permitted Transferee of such Class B Partner in accordance with and subject to Section 7.1.3, (ii) to a Permitted Charitable Institution but subject Transferee) will not become a Substituted Member without Board approval. In addition, any Transferee will not become a Substituted Member unless and until the Transferee executes and delivers to the provisions Company a counterpart of Section 8.6.3this Agreement reasonably acceptable to the Board. Except as otherwise provided in the instrument of Transfer and approved by the Board, (iii) pursuant any Substituted Member admitted to Sections 8.5, 8.6 or 8.7 or (iv) the Company in accordance with the provisions terms of this Section 8.4 will succeed to all rights and be subject to all the obligations of the Exchange AgreementTransferor Member with respect to the Units to which the Transferee Member was substituted. 7.1.3. Notwithstanding the provisions of Section 7.1.2, if the Affiliate or Specified Permitted Transferee is such because it was an Affiliate or Person described (b) Except as expressly provided in clauses (ii) or (iii) of the definition of “Specified this Agreement and except for a Transfer to a Permitted Transferee” at , the time of such Transfer and, at any time after such Transfer, such Affiliate or Specified Permitted Transferor and Transferee ceases will be jointly and severally obligated to be an Affiliate or to qualify under clauses (ii) or (iii) of reimburse the definition of “Specified Permitted Transferee,” then such Transfer shall be deemed to not be a Transfer permitted pursuant to this Section 7 and any Partnership Interest beneficially owned by such former Affiliate or Specified Permitted Transferee (a “Non-Qualifying Transferee”) must be Transferred to the Class B Partner who had initially made such Transfer (the “Base Partner”) or another Person who would qualify as a permitted Transferee under Section 7.1.1, as applicable, prior to such Non-Qualifying Transferee’s loss of such status in respect of such Base Partner, provided that if such Transfer does not occur prior to such loss of such Affiliate or Special Permitted Transferee status, in addition to any remedy available to the Partnership for the breach of this Agreement resulting therefrom, at the election of the Partnership (which election, and all other rights of the Partnership related thereto as set forth herein, may be made and exercised at the sole discretion of the General Partner) either (i) the Transfer to the Non-Qualifying Transferee shall be null and void and of no force and effect, such Non-Qualifying Transferee shall automatically cease to be a Partner, and the Partnership shall be entitled to treat the Base Partner (or such other Person as the General Partner shall reasonably determine to be the rightful owner thereof) as the holder of the Partnership Interest held by such Non-Qualifying Transferee Company for all purposes hereunder, notwithstanding reasonable expenses (including legal fees) in connection with any prior registration Transfer or recognition of the proposed Transfer of such Partnership Interest to such Non-Qualifying Transferee or (ii) the Partnership shall have the right and option to purchase all, but not less than all, of the Partnership Interest owned by such Non-Qualifying Transferee for a price of such Partnership Interests as determined in accordance with and on the terms and conditions set forth in Section 8.6.1. 7.1.4Member’s Units. As a condition to the validity of any Transfer permitted by this Section 7of Units in the Company, the Specified Permitted Transferee or Affiliate shall be required to execute and deliver a copy of this Agreement, the Exchange Agreement, the Stockholders Agreement Transferor and the Tax Receivable Agreement Transferee shall provide such legal opinions and documentation as the Board shall reasonably request. (c) For the avoidance of doubt and notwithstanding anything to the Partnership. 7.1.5. Prior to a Class B Partner making any Transfer pursuant to Section 7.1.2(i), such Class B Partner shall provide written notice to the Partnership of such proposed Transfer, which notice shall specify the amount and type of Partnership Interests subject to such proposed Transfer and the name of the Affiliate or Specified Permitted Transferee, as applicable. In order to complete any Transfer pursuant to this Section 7.1contrary herein, (i) the transferring Partner no Person shall deliver its Partnership Interest duly endorsedbe permitted to Transfer any Class B-1 Unit, or accompanied by written instruments of Transfer, in form Class B-2 Unit and substance reasonably satisfactory to the Partnership, free and clear of any encumbrances, and shall furnish such other evidence as may reasonably be necessary to effect the Transfers of such Partnership Interest, Class B-3 Unit and (ii) upon receipt no Permitted Transferee shall be permitted to Transfer any Class A-1 Units, Class C Preferred Units, Class B-1 Unit, Class B-2 Unit and Class B-3 Unit, other than pursuant to Section 8.7 hereof, unless such Transfer has been approved in advance by the Board in writing, which approval may be withheld by the Board in its sole discretion. (d) Notwithstanding any provisions of this Article 8 to the materials contrary, in clause no event shall any Member knowingly Transfer any of its Units, to any Person (including an Affiliate) reasonably determined by the Board to be a competitor of, or otherwise adverse to, the Company. In addition, no Member shall be entitled to Transfer any Units or any other rights under this Agreement (including to an Affiliate) at any time unless the Board is satisfied that such Transfer would not: (i) violate the Securities Act or any state (or other jurisdiction) securities or “Blue Sky” laws applicable to the Company or the Units; (ii) cause the Company to become subject to the registration requirements of the Investment Company Act; (iii) be a non-exempt “prohibited transaction” under ERISA or the Code or cause all or any portion of the assets of the Company to constitute “plan assets” under ERISA or Section 4975 of the Code; or (iv) cause the Company to become a “publicly traded partnership”, as such term is defined in Sections 469(k)(2) or 7704(b) of the Code. Any such purported Transfer or disposition shall be void ab initio and shall not be recognized by the executed copy of this Agreement pursuant to Section 7.1.4, the Partnership shall cause its books and records to reflect the TransferCompany.