Common use of Exchange of Units Clause in Contracts

Exchange of Units. (a) Subject to adjustment as provided in this Section 7.9, and on or after the date that is 91 days after the Adjustment Date in the case of all holders of Class B Common Units (the “Lock-up Period”), each holder of a Unit (other than the Company and its Subsidiaries) will be entitled to exchange, from time to time, any or all of the holder’s Units, as follows: (i) in the case of Class B Common Units, one Class B Common Unit together with one share of Class B Common Stock will be exchangeable for one share of Class A Common Stock (the “Common Unit Exchange Rate”), as provided in Section 5.1 of the Charter, and (ii) in the case of Units other than Class B Common Units, the Units will be exchangeable for the Equity Securities or Units as are provided in the terms of the exchangeable Units, including the designated exchange rate (the “Unit Exchange Rate” and, together with the Common Unit Exchange Rate, the “Exchange Rate”). If any such exchange is being made to enable the holder to participate in a tender offer made pursuant to Section 8.1(e), the exchange may, at the option of such holder, be conditioned upon the closing of such tender offer, in which case such holder shall not be deemed to have effected such exchange until immediately prior to the expiration of the relevant tender offer period (any such exchange, a “Conditional Exchange”). (b) Notwithstanding the Lock-Up Period, each Member holding Class B Common Units may at any time following the Adjustment Date exchange pursuant to Section 7.9(a) a number of shares of Class B Common Stock together with a corresponding number of Class B Common Units, not in excess of ten percent (10%) of the total number of shares of Class B Common Stock and a corresponding number of Class B Common Units, issued to such Member at the Closing for an equal number of shares of Class A Common Stock. (c) Any exchange right under Section 7.9(a) will be exercised by a written notice to the Company and the LLC from the holder of the Units (the “Exchange Notice”) (i) stating that the holder desires to exchange a stated number of Units and capital stock of the Company under Section 5.1 of the Charter and Section 7.9(a), and (ii) specifying (x) a date that is not less than seven Business Days nor more than 20 Business Days after delivery of the Exchange Notice on which the exchange is to be completed or (y) that the exchange is a Conditional Exchange (the “Exchange Date”). The Exchange Notice must be accompanied by instruments of transfer to the Company, in form satisfactory to the Company and to the Company’s transfer agent (the “Transfer Agent”), duly executed by the holder or the holder’s duly authorized attorney, and transfer Tax stamps or funds therefor, if required under Section 7.9(g), in respect of the Units to be exchanged, in each case delivered during normal business hours at the offices of the Company or at the office of the Transfer Agent. Once an Exchange Notice has been validly delivered to the Company and the LLC, such Exchange Notice shall be binding on the applicable holder of Units delivering such Exchange Notice, and may not be rescinded or withdrawn or otherwise amended by such holder of Units. Notwithstanding the foregoing, no holder of a Unit will be entitled to exchange the Unit if the exchange would be prohibited under Law. (d) On the Exchange Date, following the surrender for exchange of Units in the manner provided in this Section 7.9 and the payment in cash to the Company of any amount required by Section 7.9(g), the Company will deliver or cause to be delivered, as the case may be, at the offices of the Company or at the office of the Transfer Agent, the number of shares of Class A Common Stock or other Equity Securities issuable on the exchange, issued in the name or names as the holder may direct. On the Exchange Date, all rights of the holder of the exchanged Units as a Member of the LLC with respect to the Units will cease, and the person or persons in whose name or names the shares of Class A Common Stock or other Equity Securities are to be issued will be treated for all purposes as having become the record holder or holders of the shares of Class A Common Stock or other Equity Securities. (e) The Exchange Rate will be adjusted accordingly if there is: (i) any Recapitalization Event with respect to any class or series of Units that is not accompanied by an identical Recapitalization Event with respect to the corresponding class or series of Equity Securities; or (ii) any Recapitalization Event with respect to any class or series of Equity Securities that is not accompanied by an identical Recapitalization Event with respect to the corresponding class or series of Units. In the event of a Recapitalization Event as a result of which one class or series of Equity Securities is converted into another class or series of Equity Securities, then a holder of the corresponding class or series of Units will be entitled to receive on exchange the amount of the security that the holder would have received if the exchange of Units had occurred immediately before the effective date of the Recapitalization Event. Except as may be required in the immediately preceding sentence, no adjustments in respect of dividends will be made on the exchange of any Unit, except that if the Exchange Date with respect to a Unit occurs after the record date for the payment of a dividend or other distribution on Units but before the date of the payment, then the registered holder of the Unit at the close of business on the record date will be entitled to receive the dividend or other distribution payable on the Unit on the payment date (without duplication of any distribution to which such holder may be entitled under Section 4.4(a)) notwithstanding the exchange of the Unit or the default in payment of the dividend or distribution due on the Exchange Date. (f) The Company will at all times reserve and keep available out of its authorized but unissued Equity Securities, solely for the purpose of issuance on exchange of Units (together with any corresponding Equity Securities), the number of Equity Securities issuable on the exchange of all the outstanding Units, except that nothing in this Agreement will be construed to preclude the Company from satisfying its obligations in respect of the exchange of the Units by delivery of purchased Equity Securities that are held in the treasury of the Company. The Company covenants that all Equity Securities that are issued on exchange of Units will, on issue, be validly issued, fully paid and non-assessable. (g) The issuance of Equity Securities on exchange of Units will be made without charge to the holders of the Units for any stamp or other similar Tax in respect of the issuance, except that if the shares are to be issued in a name other than that of the holder of the Units exchanged, then the person or persons requesting the issuance will pay to the Company the amount of any Tax payable in respect of any transfer involved in the issuance or will establish to the satisfaction of the Company that the Tax has been paid or is not payable. (h) In addition to the exchange right set forth in Section 7.9(a), at the option of a Unit Holding Company to be exercised by delivery of a written notice in a manner similar to an Exchange Notice under Section 7.9(c), any holder of 100% of the equity securities of a Unit Holding Company (a “Unit Holding Company Stockholder”) may cause a Unit Holding Company to merge with and into a Company Disregarded Subsidiary in a merger in which the Company Disregarded Subsidiary is the surviving entity, in exchange for a number of shares of Class A Common Stock equal to the number of Class B Common Units (and a corresponding number of shares of Class B Common Stock) held by such Unit Holding Company (a “Holding Company Exchange”). The Company and its Affiliates will use Reasonable Best Efforts (x) to effect each Holding Company Exchange in a manner that is tax-free to the Unit Holding Company and the owner of such Unit Holding Company for U.S. federal income tax purposes and (y) not to take any action that would reasonably be expected to cause a Holding Company Exchange not to be treated as a tax-free transaction for U.S. federal income tax purposes. If a Holding Company Exchange is effected pursuant to this Section 7.9(h), the Unit Holding Company Stockholder and its Affiliates will be responsible for, and will indemnify and hold the Company and each of its Affiliates harmless against, (X) Tax of a Unit Holding Company incurred in such Holding Company Exchange and (Y) all liabilities of the Unit Holding Company and its Affiliates (including liabilities for Taxes not described in clause (X)) to the extent such liabilities are attributable to periods through and including the effective date of the Holding Company Exchange, except to the extent attributable to the period after the closing of the Holding Company Exchange, including any liability of the Unit Holding Company arising by reason of being a member of an affiliated, combined, consolidated or other Tax group on or prior to the Holding Company Exchange, in each case, in a manner that is reasonably satisfactory to the Company.

Exchange of Units. (a) Subject With respect to adjustment as provided any Units held by a Holder prior to the IPO Effective Date, upon the terms and subject to the conditions set forth herein, following the first anniversary of the IPO Effective Date, (i) M&N Group Holdings may elect to Exchange from time to time in this Section 7.9, and on one or after more Exchanges: (A) Units attributable to the date that is 91 days after the Adjustment Date interests of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ in the case M&N Group Entity Members (such interests, the “WM Interests”), in such amounts and at such times as set forth on Schedule A-1 attached hereto; (B) Units attributable to the interests of all holders other than ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ in the M&N Group Entity Members (such interests, the “Minority Interests”), in such amounts and at such times as set forth on Schedule A-2 attached hereto; and (C) Units attributable to the interests of the holders of Class B Common Units units of M&N Group Holdings (such interests, the “Lock-up PeriodClass B Interests”), each holder in such amounts and at such times as set forth in the plan, agreement or other arrangement pursuant to which such Class B units of a Unit M&N Group Holdings were issued; and (other than the Company and its Subsidiariesii) will be entitled MNCC may elect to exchange, Exchange from time to time, any time in one or all more Exchanges (A) Units attributable to the interests of the holder’s Units▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, as follows: a member of MNCC (i) in the case of Class B Common Unitssuch interests, one Class B Common Unit together with one share of Class B Common Stock will be exchangeable for one share of Class A Common Stock (the “Common Unit Exchange RateMNCC WM Interests”), in such amounts and at such times as provided in Section 5.1 set forth on Schedule A-3 attached hereto; and (B) Units attributable to the interests of the Charter, and (ii) in the case of Units members other than Class B Common Units, the Units will be exchangeable for the Equity Securities or Units as are provided in the terms ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ of the exchangeable Units, including the designated exchange rate MNCC (the “Unit Exchange Rate” and, together with the Common Unit Exchange Ratesuch interests, the “Exchange RateMNCC Minority Interests”). If any such exchange is being made to enable the holder to participate in a tender offer made pursuant to Section 8.1(e), the exchange may, at the option of such holder, be conditioned upon the closing of such tender offer, in which case such holder amounts and at such times as set forth on Schedule A-4 attached hereto. A Holder shall not be deemed to have effected exercise such exchange until immediately prior to the expiration of the relevant tender offer period (any such exchange, a “Conditional Exchange”). (b) Notwithstanding the Lock-Up Period, each Member holding Class B Common Units may at any time following the Adjustment Date exchange pursuant to Section 7.9(a) a number of shares of Class B Common Stock together with a corresponding number of Class B Common Units, not in excess of ten percent (10%) of the total number of shares of Class B Common Stock and a corresponding number of Class B Common Units, issued to such Member at the Closing for an equal number of shares of Class A Common Stock. (c) Any exchange Exchange right under Section 7.9(a) will be exercised by delivering a written notice to the Company and the LLC from the holder of the Units (the “Exchange Notice”) (i) stating that to the holder Company no later than the March 15th following a Fiscal Year, setting forth the number of Class A Units and/or Class B Units, as applicable, such Holder desires to exchange a stated number of Units and capital stock of with respect to the Company under Section 5.1 of immediately preceding Fiscal Year; provided, however, unless otherwise agreed by the Charter and Section 7.9(a)parties hereto, and (ii) specifying in no event shall (x) a date that is not less than seven Business Days nor M&N Group Holdings deliver more than 20 Business Days after delivery of the one Exchange Notice on which in any Fiscal Year with respect to the exchange is WM Interests, more than one Exchange Notice in any Fiscal Year with respect to be completed the Minority Interests or more than one Exchange Notice in any Fiscal Year with respect to the Class B Interests, nor shall (y) that MNCC deliver more than one Exchange Notice in any Fiscal Year with respect to the exchange is a Conditional MNCC WM Interests or more than one Exchange (Notice in any Fiscal Year with respect to the “Exchange Date”)MNCC Minority Interests. The Exchange Notice must shall also include reasonable supporting documentation that such Exchange is a valid Exchange permitted under this Section 2.1(a). The Company may, in its sole discretion, provide such Holder with either the Cash Purchase Price or Class A Shares in exchange for such Units. Once Units are eligible to be accompanied by instruments of transfer exchanged in accordance with Schedule A-1 and Schedule A-2, respectively, a Holder may elect to Exchange such Units at any time thereafter in accordance with the terms and conditions set forth in this Agreement. (b) With respect to any Units issued to a Holder following the IPO Effective Date, upon the terms and subject to the conditions set forth herein, commencing on the second anniversary of the IPO Effective Date, such Holder may elect to Exchange from time to time in one or more exchanges up to 25% of such Units on each anniversary of the IPO Effective Date by delivering an Exchange Notice to the Company no later than the March 15th following a Fiscal Year, setting forth the number of Class A Units and/or Class B Units, as applicable, such Holder desires to exchange with respect to the immediately preceding Fiscal Year for either the Cash Purchase Price or Class A Shares, to be determined in the Company’s sole discretion; provided, however, unless otherwise agreed by the parties hereto, in form no event shall a Holder deliver more than one Exchange Notice in any Fiscal Year. The Exchange Notice shall also include reasonable supporting documentation that such Exchange is a valid Exchange permitted under this Section 2.1(b). The Company may, in its sole discretion, provide such Holder with either the Cash Purchase Price or Class A Shares in exchange for such Units. (c) A Holder shall represent to the Company in any Exchange Notice that it owns such Class A Units and/or Class B Units, as applicable, free and clear of all Liens, except as set forth therein, and, if there are any Liens identified in the Exchange Notice, such Holder shall covenant that it will deliver at the applicable Closing (as defined below) evidence reasonably satisfactory to the Company and to that all such Liens have been released. An Exchange Notice is not revocable or modifiable, except with the Company’s transfer agent (the “Transfer Agent”), duly executed by the holder or the holder’s duly authorized attorney, and transfer Tax stamps or funds therefor, if required under Section 7.9(g), in respect of the Units to be exchanged, in each case delivered during normal business hours at the offices written consent of the Company or at the office of the Transfer Agent. Once an Exchange Notice has been validly delivered to the Company and the LLC, such Exchange Notice shall be binding on the applicable holder of Units delivering such Exchange Notice, and may not be rescinded or withdrawn or otherwise amended by such holder of Units. Notwithstanding the foregoing, no holder of a Unit will be entitled to exchange the Unit if the exchange would be prohibited under LawHolder. (d) On The Company shall deliver a written notice (the “Exchange Response”) to a Holder no later than three Business Days following receipt of an Exchange Notice (i) confirming the number of Units that such Holder is entitled to Exchange at such time and (ii) setting forth either (A) the Cash Purchase Price such Holder is entitled to receive pursuant to the Exchange Date, following the surrender for exchange of Units in the manner provided in this Section 7.9 and the payment in cash to the Company of any amount required by Section 7.9(g), the Company will deliver or cause to be delivered, as the case may be, (B) at the offices of the Company or at the office of the Transfer AgentCompany’s election, the number of shares of Class A Common Stock or other Equity Securities issuable on the exchange, issued in the name or names as the holder may direct. On the Exchange Date, all rights of the holder of the exchanged Units as a Member of the LLC with respect Shares such Holder is entitled to pursuant to the Units will cease, and the person or persons in whose name or names the shares of Class A Common Stock or other Equity Securities are to be issued will be treated for all purposes as having become the record holder or holders of the shares of Class A Common Stock or other Equity Securities. (e) The Exchange Rate will be adjusted accordingly if there is: (i) any Recapitalization Event with respect to any class or series of Units that is not accompanied by an identical Recapitalization Event with respect to the corresponding class or series of Equity Securities; or (ii) any Recapitalization Event with respect to any class or series of Equity Securities that is not accompanied by an identical Recapitalization Event with respect to the corresponding class or series of Units. In the event of a Recapitalization Event as a result of which one class or series of Equity Securities is converted into another class or series of Equity Securities, then a holder of the corresponding class or series of Units will be entitled to receive on exchange the amount of the security that the holder would have received if the exchange of Units had occurred immediately before the effective date of the Recapitalization Event. Except as may be required in the immediately preceding sentence, no adjustments in respect of dividends will be made on the exchange of any Unit, except that if the Exchange Date with respect to a Unit occurs after the record date for the payment of a dividend or other distribution on Units but before the date of the payment, then the registered holder of the Unit at the close of business on the record date will be entitled to receive the dividend or other distribution payable on the Unit on the payment date (without duplication of any distribution to which such holder may be entitled under Section 4.4(a)) notwithstanding the exchange of the Unit or the default in payment of the dividend or distribution due on the Exchange Date. (f) The Company will at all times reserve and keep available out of its authorized but unissued Equity Securities, solely for the purpose of issuance on exchange of Units (together with any corresponding Equity Securities), the number of Equity Securities issuable on the exchange of all the outstanding Units, except that nothing in this Agreement will be construed to preclude the Company from satisfying its obligations in respect of the exchange of the Units by delivery of purchased Equity Securities that are held in the treasury of the Company. The Company covenants that all Equity Securities that are issued on exchange of Units will, on issue, be validly issued, fully paid and non-assessable. (g) The issuance of Equity Securities on exchange of Units will be made without charge to the holders of the Units for any stamp or other similar Tax in respect of the issuance, except that if the shares are to be issued in a name other than that of the holder of the Units exchanged, then the person or persons requesting the issuance will pay to the Company the amount of any Tax payable in respect of any transfer involved in the issuance or will establish to the satisfaction of the Company that the Tax has been paid or is not payable. (h) In addition to the exchange right set forth in Section 7.9(a), at the option of a Unit Holding Company to be exercised by delivery of a written notice in a manner similar to an Exchange Notice under Section 7.9(c), any holder of 100% of the equity securities of a Unit Holding Company (a “Unit Holding Company Stockholder”) may cause a Unit Holding Company to merge with and into a Company Disregarded Subsidiary in a merger in which the Company Disregarded Subsidiary is the surviving entity, in exchange for a number of shares of Class A Common Stock equal to the number of Class B Common Units (and a corresponding number of shares of Class B Common Stock) held by such Unit Holding Company (a “Holding Company Exchange”). The Company and its Affiliates will use Reasonable Best Efforts (x) to effect each Holding Company Exchange in a manner that is tax-free to the Unit Holding Company and the owner of such Unit Holding Company for U.S. federal income tax purposes and (y) not to take any action that would reasonably be expected to cause a Holding Company Exchange not to be treated as a tax-free transaction for U.S. federal income tax purposes. If a Holding Company Exchange is effected pursuant to this Section 7.9(h), the Unit Holding Company Stockholder and its Affiliates will be responsible for, and will indemnify and hold the Company and each of its Affiliates harmless against, (X) Tax of a Unit Holding Company incurred in such Holding Company Exchange and (Y) all liabilities of the Unit Holding Company and its Affiliates (including liabilities for Taxes not described in clause (X)) to the extent such liabilities are attributable to periods through and including the effective date of the Holding Company Exchange, except to the extent attributable to the period after the closing of the Holding Company Exchange, including any liability of the Unit Holding Company arising by reason of being a member of an affiliated, combined, consolidated or other Tax group on or prior to the Holding Company Exchange, in each case, case in a manner that is reasonably satisfactory accordance with the terms set forth herein. The decision whether to pay cash or issue Class A Shares shall be made by the independent members of the Board of Directors of the Company.

Exchange of Units. (a) Subject to adjustment as provided in this Section 7.9, and on or after the date that is 91 days after the Adjustment Date in the case of all holders of Class B Common Units (the “Lock-up Period”)7.08, each holder of a Unit (other than the Company Ultimate Parent and its Subsidiariessubsidiaries) will shall be entitled to exchange, at any time and from time to time, any or all of the such holder’s Units, as follows: (i) in the case of Class B Common Units, on a one-for-one Class B Common Unit together with one share basis, for the same number of Class B Common Stock will be exchangeable for one share shares of Class A Common Stock (the number of shares of Class A Common Stock for which a Common Unit is entitled to be exchanged is referred to herein as the “Common Unit Exchange Rate”), as provided in Section 5.1 of the Charter, and (ii) in the case of Units Units, other than Class B Common Units, issued pursuant to Section 7.03 or Section 7.06(b), on a one-for-one basis, into the same number of Securities with designations, preferences and other rights, terms and provisions that are substantially the same as the designations, preferences and other rights, terms and provisions of Securities that originally triggered the issuance of such Units will to such holder pursuant to Section 7.03 or Section 7.06(b) (the number of Securities for which a Unit is entitled to be exchangeable for the Equity Securities or Units as are provided in the terms of the exchangeable Unitsexchanged pursuant to this clause (ii), including the designated exchange rate (the “Unit Exchange Rate” and, together with the Common Unit Exchange Rate, the “Exchange Rate”). If any such exchange is being made to enable the holder to participate in a tender offer made pursuant to Section 8.1(e), the exchange may, at the option of such holder, be conditioned upon the closing of such tender offer, in which case such holder shall not be deemed to have effected such exchange until immediately prior to the expiration of the relevant tender offer period (any such exchange, a “Conditional Exchange”). (b) Notwithstanding the Lock-Up Period, each Member holding Class B Common Units may at any time following the Adjustment Date exchange pursuant to Section 7.9(a) a number of shares of Class B Common Stock together with a corresponding number of Class B Common Units, not in excess of ten percent (10%) of the total number of shares of Class B Common Stock and a corresponding number of Class B Common Units, issued to such Member at the Closing for an equal number of shares of Class A Common Stock. (c) Any exchange right under pursuant to this Section 7.9(a7.08(a) will shall be exercised by a written notice to the Company and the LLC Ultimate Parent from the holder of the such Units (the “Exchange Notice”) (i) stating that the such holder desires to exchange a stated number of Units and capital stock of the Company under pursuant to this Section 5.1 of the Charter and Section 7.9(a7.08(a), and (ii) specifying (x) a date that is not less than seven Business Days nor more than 20 Business Days after delivery of the Exchange Notice on which the exchange is to be completed or (y) that the exchange is a Conditional Exchange (the “Exchange Date”). The Exchange Notice must be accompanied by instruments of transfer to the CompanyUltimate Parent, in form satisfactory to the Company Ultimate Parent and to the CompanyUltimate Parent’s transfer agent (the “Transfer Agent”), duly executed by the such holder or the such holder’s duly authorized attorney, and transfer Tax tax stamps or funds therefor, if required under pursuant to Section 7.9(g7.08(e), in respect of the Units to be exchanged, in each case delivered during normal business hours at the principal executive offices of the Company Ultimate Parent or at the office of the Transfer Agent. Once an Exchange Notice has been validly delivered to the Company and the LLC, such Exchange Notice shall be binding on the applicable holder of Units delivering such Exchange Notice, and may not be rescinded or withdrawn or otherwise amended by such holder of Units. Notwithstanding the foregoing, no holder of a Unit will shall be entitled to exchange the such Unit if the such exchange would be prohibited under Lawapplicable federal or state securities laws or regulations. (db) On the Exchange Date, As promptly as practicable following the surrender for exchange of Units in the manner provided in this Section 7.9 7.08 and the payment in cash to the Company of any amount required by the provisions of Section 7.9(g7.08(e), the Company will Ultimate Parent shall deliver or cause to be delivered, as the case may bebe (i) the cash, if any, to be paid to such holder pursuant to Section 7.08(a) in accordance with delivery instructions provided by such holder or (ii) at the principal executive offices of the Company Ultimate Parent or at the office of the Transfer Agent, Agent the number of shares of Class A Common Stock or other Equity Securities issuable on the upon such exchange, issued in the such name or names as the such holder may direct. On Upon the Exchange Datedate any such Units are surrendered for exchange, all rights of the holder of the exchanged such Units as a Member Partner of the LLC Partnership with respect to the such Units will shall cease, and the person or persons in whose name or names the shares of Class A Common Stock or other Equity Securities are to be issued will shall be treated for all purposes as having become the record holder or holders of the such shares of Class A Common Stock or other Equity Securities. (ec) The Exchange Rate will shall be adjusted accordingly if there is: : (i1) any Recapitalization Event with respect to subdivision (by any unit split, unit distribution, reclassification, recapitalization or otherwise) or combination (by reverse unit split, reclassification, recapitalization or otherwise) of any class or series of Units that is not accompanied by an identical Recapitalization Event with respect to subdivision or combination of the corresponding class or series of Equity Securities; or or (ii2) any Recapitalization Event with respect to subdivision (by any stock split, stock dividend, reclassification, recapitalization or otherwise) or combination (by reverse stock split, reclassification, recapitalization or otherwise) of any class or series of Equity Securities that is not accompanied by an identical Recapitalization Event with respect to subdivision or combination of the corresponding class or series of Units. In the event of a Recapitalization Event reclassification or other similar transaction as a result of which one class or series of Equity Securities is converted into another class or series of Equity SecuritiesSecurity, then a holder of the corresponding class or series of Units will shall be entitled to receive on upon exchange the amount of the such security that the such holder would have received if the such exchange of Units had occurred immediately before prior to the effective date of the Recapitalization Eventsuch reclassification or other similar transaction. Except as may be required in the immediately preceding sentence, no adjustments in respect of dividends will shall be made on upon the exchange of any Unit; provided, except however, that if the Exchange Date with respect to a Unit occurs after shall be exchanged subsequent to the record date for the payment of a dividend or other distribution on Units but before prior to the date of the such payment, then the registered holder of the such Unit at the close of business on the such record date will shall be entitled to receive the dividend or other distribution payable on the such Unit on the such payment date (without duplication of any distribution to which such holder may be entitled under Section 4.4(a)) notwithstanding the exchange of the Unit thereof or the default in payment of the dividend or distribution due on the Exchange Datesuch payment date. (fd) The Company will Each Securities Issuer shall at all times reserve and keep available out of its authorized but unissued Equity Securities, solely for the purpose of issuance on upon exchange of Units (together with any corresponding Equity Securities)Units, the such number of Equity Securities that shall be issuable on upon the exchange of all the such outstanding Units; provided, except that nothing in this Agreement will contained herein shall be construed to preclude the Company Securities Issuer from satisfying its obligations in respect of the exchange of the Units by delivery of purchased Equity Securities that which are held in the treasury of the CompanySecurities Issuer. Each Securities Issuer covenants that if any Securities require registration with or approval of any governmental authority under any federal or state law before such Securities may be issued upon exchange, the Securities Issuer shall use its reasonable best efforts to cause such shares to be duly registered or approved, as the case may be. The Company Ultimate Parent shall use its reasonable best efforts to list the shares of Class A Common Stock required to be delivered upon exchange prior to such delivery upon each national securities exchange or inter-dealer quotation system upon which the outstanding Class A Common Stock may be listed or traded at the time of such delivery. Each Securities Issuer covenants that all Equity Securities that are shall be issued on upon exchange of Units will, on upon issue, be validly issued, fully paid and non-assessable. (ge) The issuance of Equity Securities on upon exchange of Units will shall be made without charge to the holders of the such Units for any stamp or other similar Tax tax in respect of the such issuance; provided, except however, that if the any such shares are to be issued in a name other than that of the holder of the Units exchanged, then the person or persons requesting the issuance will thereof shall pay to the Company Ultimate Parent the amount of any Tax tax that may be payable in respect of any transfer involved in the such issuance or will shall establish to the satisfaction of the Company Ultimate Parent that the Tax such tax has been paid or is not payable. (hf) In addition Notwithstanding anything to the exchange contrary elsewhere in this Agreement, the General Partner shall have the right set forth in Section 7.9(a), at the option of a Unit Holding Company to be exercised by delivery of a written notice in a manner similar to an Exchange Notice under Section 7.9(c), require any holder of 100% Units (other than the Ultimate Parent and its subsidiaries) who, together with its Affiliates (other than the Ultimate Parent and its subsidiaries), has a Percentage Interest of the equity securities one percent (1%) or less to exchange all (but not less than all) of a Unit Holding Company (a “Unit Holding Company Stockholder”) may cause a Unit Holding Company to merge with and such holder’s Units into a Company Disregarded Subsidiary in a merger in which the Company Disregarded Subsidiary is the surviving entity, in exchange for a number of shares of Class A Common Stock equal to (in the number case of Class B Common Units) or, if applicable, into Securities that originally triggered the issuance of such Units (and a corresponding number in the case of shares of Class B Units other than Common StockUnits) held by such Unit Holding Company (a “Holding Company Exchange”). The Company and its Affiliates will use Reasonable Best Efforts (x) to effect each Holding Company Exchange in a manner that is tax-free to the Unit Holding Company and the owner of such Unit Holding Company for U.S. federal income tax purposes and (y) not to take any action that would reasonably be expected to cause a Holding Company Exchange not to be treated as a tax-free transaction for U.S. federal income tax purposes. If a Holding Company Exchange is effected pursuant to accordance with this Section 7.9(h), 7.08. Such right can be exercised by the Unit Holding Company Stockholder and its Affiliates will be responsible for, and will indemnify and hold General Partner at any time by a written notice to such holder from the Company and each of its Affiliates harmless against, (X) Tax of a Unit Holding Company incurred in such Holding Company Exchange and (Y) all liabilities of the Unit Holding Company and its Affiliates (including liabilities for Taxes not described in clause (X)) to the extent such liabilities are attributable to periods through and including the effective date of the Holding Company Exchange, except to the extent attributable to the period after the closing of the Holding Company Exchange, including any liability of the Unit Holding Company arising by reason of being a member of an affiliated, combined, consolidated or other Tax group on or prior to the Holding Company Exchange, in each case, in a manner that is reasonably satisfactory to the CompanyGeneral Partner.

Exchange of Units. (a) Subject to adjustment as provided in this Section 7.9, and on or after the date that is 91 days after the Adjustment Date in the case of all holders of Class B Common Units (the “Lock-up Period”)7.08, each holder of a Unit (other than the Company Ultimate Parent and its Subsidiariessubsidiaries) will shall be entitled to exchange, at any time and from time to time, any or all of the such holder’s Units, as follows: (i) in the case of Class B Common Units, on a one-for-one Class B Common Unit together with one share basis, for the same number of Class B Common Stock will be exchangeable for one share shares of Class A Common Stock (the number of shares of Class A Common Stock for which a Common Unit is entitled to be exchanged is referred to herein as the “Common Unit Exchange Rate”), as provided in Section 5.1 of the Charter, and or (ii) in the case of Units other than Class B Common UnitsUnits and Series A Preferred Units issued pursuant to Section 7.03 or Section 7.06(b), on a one-for-one basis, into the same number of Securities with designations, preferences and other rights, terms and provisions that are substantially the same as the designations, preferences and other rights, terms and provisions of Securities that originally triggered the issuance of such Units will to such holder pursuant to Section 7.03 or Section 7.06(b) (the number of Securities for which a Unit is entitled to be exchangeable for the Equity Securities or Units as are provided in the terms of the exchangeable Unitsexchanged pursuant to this clause (ii), including the designated exchange rate (the “Unit Exchange Rate” and, together with the Common Unit Exchange Rate, the “Exchange Rate”). If any such exchange is being made to enable the holder to participate in a tender offer made pursuant to Section 8.1(e), the exchange may, at the option of such holder, be conditioned upon the closing of such tender offer, in which case such holder shall not be deemed to have effected such exchange until immediately prior to the expiration of the relevant tender offer period (any such exchange, a “Conditional Exchange”). (b) Notwithstanding the Lock-Up Period, each Member holding Class B Common Units may at any time following the Adjustment Date exchange pursuant to Section 7.9(a) a number of shares of Class B Common Stock together with a corresponding number of Class B Common Units, not in excess of ten percent (10%) of the total number of shares of Class B Common Stock and a corresponding number of Class B Common Units, issued to such Member at the Closing for an equal number of shares of Class A Common Stock. (c) Any exchange right under pursuant to this Section 7.9(a7.08(a) will shall be exercised by a written notice to the Company and the LLC Ultimate Parent from the holder of the such Units (the “Exchange Notice”) (i) stating that the such holder desires to exchange a stated number of Units and capital stock of the Company under pursuant to this Section 5.1 of the Charter and Section 7.9(a7.08(a), and (ii) specifying (x) a date that is not less than seven Business Days nor more than 20 Business Days after delivery of the Exchange Notice on which the exchange is to be completed or (y) that the exchange is a Conditional Exchange (the “Exchange Date”). The Exchange Notice must be accompanied by instruments of transfer to the CompanyUltimate Parent, in form satisfactory to the Company Ultimate Parent and to the CompanyUltimate Parent’s transfer agent (the “Transfer Agent”), duly executed by the such holder or the such holder’s duly authorized attorney, and transfer Tax tax stamps or funds therefor, if required under pursuant to Section 7.9(g7.08(e), in respect of the Units to be exchanged, in each case delivered during normal business hours at the principal executive offices of the Company Ultimate Parent or at the office of the Transfer Agent. Once an Exchange Notice has been validly delivered to the Company and the LLC, such Exchange Notice shall be binding on the applicable holder of Units delivering such Exchange Notice, and may not be rescinded or withdrawn or otherwise amended by such holder of Units. Notwithstanding the foregoing, no holder of a Unit will shall be entitled to exchange the such Unit if the such exchange would be prohibited under Lawapplicable federal or state securities laws or regulations. (db) On the Exchange Date, As promptly as practicable following the surrender for exchange of Units in the manner provided in this Section 7.9 7.08 and the payment in cash to the Company of any amount required by the provisions of Section 7.9(g7.08(e), the Company will Ultimate Parent shall deliver or cause to be delivered, as the case may bebe (i) the cash, if any, to be paid to such holder pursuant to Section 7.08(a) in accordance with delivery instructions provided by such holder or (ii) at the principal executive offices of the Company Ultimate Parent or at the office of the Transfer Agent, Agent the number of shares of Class A Common Stock, Series A Preferred Stock or other Equity Securities issuable on the upon such exchange, issued in the such name or names as the such holder may direct. On Upon the Exchange Datedate any such Units are surrendered for exchange, all rights of the holder of the exchanged such Units as a Member Partner of the LLC Partnership with respect to the such Units will shall cease, and the person or persons in whose name or names the shares of Class A Common Stock, Series A Preferred Stock or other Equity Securities are to be issued will shall be treated for all purposes as having become the record holder or holders of the such shares of Class A Common Stock, Series A Preferred Stock or other Equity Securities. (ec) The Exchange Rate will shall be adjusted accordingly if there is: : (i1) any Recapitalization Event with respect to subdivision (by any unit split, unit distribution, reclassification, recapitalization or otherwise) or combination (by reverse unit split, reclassification, recapitalization or otherwise) of any class or series of Units that is not accompanied by an identical Recapitalization Event with respect to subdivision or combination of the corresponding class or series of Equity Securities; or or (ii2) any Recapitalization Event with respect to subdivision (by any stock split, stock dividend, reclassification, recapitalization or otherwise) or combination (by reverse stock split, reclassification, recapitalization or otherwise) of any class or series of Equity Securities that is not accompanied by an identical Recapitalization Event with respect to subdivision or combination of the corresponding class or series of Units. In the event of a Recapitalization Event reclassification or other similar transaction as a result of which one class or series of Equity Securities is converted into another class or series of Equity SecuritiesSecurity, then a holder of the corresponding class or series of Units will shall be entitled to receive on upon exchange the amount of the such security that the such holder would have received if the such exchange of Units had occurred immediately before prior to the effective date of the Recapitalization Eventsuch reclassification or other similar transaction. Except as may be required in the immediately preceding sentence, no adjustments in respect of dividends will shall be made on upon the exchange of any Unit; provided, except however, that if the Exchange Date with respect to a Unit occurs after shall be exchanged subsequent to the record date for the payment of a dividend or other distribution on Units but before prior to the date of the such payment, then the registered holder of the such Unit at the close of business on the such record date will shall be entitled to receive the dividend or other distribution payable on the such Unit on the such payment date (without duplication of any distribution to which such holder may be entitled under Section 4.4(a)) notwithstanding the exchange of the Unit thereof or the default in payment of the dividend or distribution due on the Exchange Datesuch payment date. (fd) The Company will Each Securities Issuer shall at all times reserve and keep available out of its authorized but unissued Equity Securities, solely for the purpose of issuance on upon exchange of Units (together with any corresponding Equity Securities)Units, the such number of Equity Securities that shall be issuable on upon the exchange of all the such outstanding Units; provided, except that nothing in this Agreement will contained herein shall be construed to preclude the Company Securities Issuer from satisfying its obligations in respect of the exchange of the Units by delivery of purchased Equity Securities that which are held in the treasury of the CompanySecurities Issuer. Each Securities Issuer covenants that if any Securities require registration with or approval of any governmental authority under any federal or state law before such Securities may be issued upon exchange, the Securities Issuer shall use its reasonable best efforts to cause such shares to be duly registered or approved, as the case may be. The Company Ultimate Parent shall use its reasonable best efforts to list the shares of Class A Common Stock required to be delivered upon exchange prior to such delivery upon each national securities exchange or inter-dealer quotation system upon which the outstanding Class A Common Stock may be listed or traded at the time of such delivery. Each Securities Issuer covenants that all Equity Securities that are shall be issued on upon exchange of Units will, on upon issue, be validly issued, fully paid and non-assessable. (ge) The issuance of Equity Securities on upon exchange of Units will shall be made without charge to the holders of the such Units for any stamp or other similar Tax tax in respect of the such issuance; provided, except however, that if the any such shares are to be issued in a name other than that of the holder of the Units exchanged, then the person or persons requesting the issuance will thereof shall pay to the Company Ultimate Parent the amount of any Tax tax that may be payable in respect of any transfer involved in the such issuance or will shall establish to the satisfaction of the Company Ultimate Parent that the Tax such tax has been paid or is not payable. (hf) In addition Notwithstanding anything to the exchange contrary elsewhere in this Agreement, the General Partner shall have the right set forth in Section 7.9(a), at the option of a Unit Holding Company to be exercised by delivery of a written notice in a manner similar to an Exchange Notice under Section 7.9(c), require any holder of 100% Units (other than the Ultimate Parent and its subsidiaries) who, together with its Affiliates (other than the Ultimate Parent and its subsidiaries), has a Percentage Interest of the equity securities one percent (1%) or less to exchange all (but not less than all) of a Unit Holding Company (a “Unit Holding Company Stockholder”) may cause a Unit Holding Company to merge with and such holder’s Units into a Company Disregarded Subsidiary in a merger in which the Company Disregarded Subsidiary is the surviving entity, in exchange for a number of shares of Class A Common Stock equal to (in the number case of Class B Common Units) or, if applicable, into Securities that originally triggered the issuance of such Units (and a corresponding number in the case of shares of Class B Units other than Common StockUnits) held by such Unit Holding Company (a “Holding Company Exchange”). The Company and its Affiliates will use Reasonable Best Efforts (x) to effect each Holding Company Exchange in a manner that is tax-free to the Unit Holding Company and the owner of such Unit Holding Company for U.S. federal income tax purposes and (y) not to take any action that would reasonably be expected to cause a Holding Company Exchange not to be treated as a tax-free transaction for U.S. federal income tax purposes. If a Holding Company Exchange is effected pursuant to accordance with this Section 7.9(h), 7.08. Such right can be exercised by the Unit Holding Company Stockholder and its Affiliates will be responsible for, and will indemnify and hold General Partner at any time by a written notice to such holder from the Company and each of its Affiliates harmless against, (X) Tax of a Unit Holding Company incurred in such Holding Company Exchange and (Y) all liabilities of the Unit Holding Company and its Affiliates (including liabilities for Taxes not described in clause (X)) to the extent such liabilities are attributable to periods through and including the effective date of the Holding Company Exchange, except to the extent attributable to the period after the closing of the Holding Company Exchange, including any liability of the Unit Holding Company arising by reason of being a member of an affiliated, combined, consolidated or other Tax group on or prior to the Holding Company Exchange, in each case, in a manner that is reasonably satisfactory to the CompanyGeneral Partner.

Exchange of Units. (a) Subject to adjustment as provided in this Section 7.9, and on or after the date that is 91 days after the Adjustment Date in the case of all holders of Class B Common Units (the “Lock-up Period”)7.08, each holder of a Unit (other than the Company Ultimate Parent and its Subsidiariessubsidiaries) will shall be entitled to exchange, at any time and from time to time, any or all of the such holder’s Units, as follows: (i) in the case of Class B Common Units, on a one-for-one Class B Common Unit together with one share basis, for the same number of Class B Common Stock will be exchangeable for one share shares of Class A Common Stock (the number of shares of Class A Common Stock for which a Common Unit is entitled to be exchanged is referred to herein as the “Common Unit Exchange Rate”), as provided in Section 5.1 of the Charter, and (ii) in the case of Units Units, other than Class B Common Units, issued pursuant to Section 7.03 or Section 7.06(b), on a one-for-one basis, into the same number of Securities with designations, preferences and other rights, terms and provisions that are substantially the same as the designations, preferences and other rights, terms and provisions of Securities that originally triggered the issuance of such Units will to such holder pursuant to Section 7.03 or Section 7.06(b) (the number of Securities for which a Unit is entitled to be exchangeable for the Equity Securities or Units as are provided in the terms of the exchangeable Unitsexchanged pursuant to this clause (ii), including the designated exchange rate (the “Unit Exchange Rate” Rate “and, together with the Common Unit Exchange Rate, the “Exchange Rate”). If any such exchange is being made to enable the holder to participate in a tender offer made pursuant to Section 8.1(e), the exchange may, at the option of such holder, be conditioned upon the closing of such tender offer, in which case such holder shall not be deemed to have effected such exchange until immediately prior to the expiration of the relevant tender offer period (any such exchange, a “Conditional Exchange”). (b) Notwithstanding the Lock-Up Period, each Member holding Class B Common Units may at any time following the Adjustment Date exchange pursuant to Section 7.9(a) a number of shares of Class B Common Stock together with a corresponding number of Class B Common Units, not in excess of ten percent (10%) of the total number of shares of Class B Common Stock and a corresponding number of Class B Common Units, issued to such Member at the Closing for an equal number of shares of Class A Common Stock. (c) Any exchange right under pursuant to this Section 7.9(a7.08(a) will shall be exercised by a written notice to the Company and the LLC Ultimate Parent from the holder of the such Units (the “Exchange Notice”) (i) stating that the such holder desires to exchange a stated number of Units and capital stock of the Company under pursuant to this Section 5.1 of the Charter and Section 7.9(a7.08(a), and (ii) specifying (x) a date that is not less than seven Business Days nor more than 20 Business Days after delivery of the Exchange Notice on which the exchange is to be completed or (y) that the exchange is a Conditional Exchange (the “Exchange Date”). The Exchange Notice must be accompanied by instruments of transfer to the CompanyUltimate Parent, in form satisfactory to the Company Ultimate Parent and to the CompanyUltimate Parent’s transfer agent (the “Transfer Agent”), duly executed by the such holder or the such holder’s duly authorized attorney, and transfer Tax tax stamps or funds therefor, if required under pursuant to Section 7.9(g7.08(e), in respect of the Units to be exchanged, in each case delivered during normal business hours at the principal executive offices of the Company Ultimate Parent or at the office of the Transfer Agent. Once an Exchange Notice has been validly delivered to the Company and the LLC, such Exchange Notice shall be binding on the applicable holder of Units delivering such Exchange Notice, and may not be rescinded or withdrawn or otherwise amended by such holder of Units. Notwithstanding the foregoing, no holder of a Unit will shall be entitled to exchange the such Unit if the such exchange would be prohibited under Lawapplicable federal or state securities laws or regulations. (db) On the Exchange Date, As promptly as practicable following the surrender for exchange of Units in the manner provided in this Section 7.9 7.08 and the payment in cash to the Company of any amount required by the provisions of Section 7.9(g7.08(e), the Company will Ultimate Parent shall deliver or cause to be delivered, as the case may bebe (i) the cash, if any, to be paid to such holder pursuant to Section 7.08(a) in accordance with delivery instructions provided by such holder or (ii) at the principal executive offices of the Company Ultimate Parent or at the office of the Transfer Agent, Agent the number of shares of Class A Common Stock or other Equity Securities issuable on the upon such exchange, issued in the such name or names as the such holder may direct. On Upon the Exchange Datedate any such Units are surrendered for exchange, all rights of the holder of the exchanged such Units as a Member Partner of the LLC Partnership with respect to the such Units will shall cease, and the person or persons in whose name or names the shares of Class A Common Stock or other Equity Securities are to be issued will shall be treated for all purposes as having become the record holder or holders of the such shares of Class A Common Stock or other Equity Securities. (ec) The Exchange Rate will shall be adjusted accordingly if there is: : (i1) any Recapitalization Event with respect to subdivision (by any unit split, unit distribution, reclassification, recapitalization or otherwise) or combination (by reverse unit split, reclassification, recapitalization or otherwise) of any class or series of Units that is not accompanied by an identical Recapitalization Event with respect to subdivision or combination of the corresponding class or series of Equity Securities; or or (ii2) any Recapitalization Event with respect to subdivision (by any stock split, stock dividend, reclassification, recapitalization or otherwise) or combination (by reverse stock split, reclassification, recapitalization or otherwise) of any class or series of Equity Securities that is not accompanied by an identical Recapitalization Event with respect to subdivision or combination of the corresponding class or series of Units. In the event of a Recapitalization Event reclassification or other similar transaction as a result of which one class or series of Equity Securities is converted into another class or series of Equity SecuritiesSecurity, then a holder of the corresponding class or series of Units will shall be entitled to receive on upon exchange the amount of the such security that the such holder would have received if the such exchange of Units had occurred immediately before prior to the effective date of the Recapitalization Eventsuch reclassification or other similar transaction. Except as may be required in the immediately preceding sentence, no adjustments in respect of dividends will shall be made on upon the exchange of any Unit; provided, except however, that if the Exchange Date with respect to a Unit occurs after shall be exchanged subsequent to the record date for the payment of a dividend or other distribution on Units but before prior to the date of the such payment, then the registered holder of the such Unit at the close of business on the such record date will shall be entitled to receive the dividend or other distribution payable on the such Unit on the such payment date (without duplication of any distribution to which such holder may be entitled under Section 4.4(a)) notwithstanding the exchange of the Unit thereof or the default in payment of the dividend or distribution due on the Exchange Datesuch payment date. (fd) The Company will Each Securities Issuer shall at all times reserve and keep available out of its authorized but unissued Equity Securities, solely for the purpose of issuance on upon exchange of Units (together with any corresponding Equity Securities)Units, the such number of Equity Securities that shall be issuable on upon the exchange of all the such outstanding Units; provided, except that nothing in this Agreement will contained herein shall be construed to preclude the Company Securities Issuer from satisfying its obligations in respect of the exchange of the Units by delivery of purchased Equity Securities that which are held in the treasury of the CompanySecurities Issuer. Each Securities Issuer covenants that if any Securities require registration with or approval of any governmental authority under any federal or state law before such Securities may be issued upon exchange, the Securities Issuer shall use its reasonable best efforts to cause such shares to be duly registered or approved, as the case may be. The Company Ultimate Parent shall use its reasonable best efforts to list the shares of Class A Common Stock required to be delivered upon exchange prior to such delivery upon each national securities exchange or inter-dealer quotation system upon which the outstanding Class A Common Stock may be listed or traded at the time of such delivery. Each Securities Issuer covenants that all Equity Securities that are shall be issued on upon exchange of Units will, on upon issue, be validly issued, fully paid and non-assessable. (ge) The issuance of Equity Securities on upon exchange of Units will shall be made without charge to the holders of the such Units for any stamp or other similar Tax tax in respect of the such issuance; provided, except however, that if the any such shares are to be issued in a name other than that of the holder of the Units exchanged, then the person or persons requesting the issuance will thereof shall pay to the Company Ultimate Parent the amount of any Tax tax that may be payable in respect of any transfer involved in the such issuance or will shall establish to the satisfaction of the Company Ultimate Parent that the Tax such tax has been paid or is not payable. (hf) In addition Notwithstanding anything to the exchange contrary elsewhere in this Agreement, the General Partner shall have the right set forth in Section 7.9(a), at the option of a Unit Holding Company to be exercised by delivery of a written notice in a manner similar to an Exchange Notice under Section 7.9(c), require any holder of 100% Units (other than the Ultimate Parent and its subsidiaries) who, together with its Affiliates (other than the Ultimate Parent and its subsidiaries), has a Percentage Interest of the equity securities one percent (1%) or less to exchange all (but not less than all) of a Unit Holding Company (a “Unit Holding Company Stockholder”) may cause a Unit Holding Company to merge with and such holder’s Units into a Company Disregarded Subsidiary in a merger in which the Company Disregarded Subsidiary is the surviving entity, in exchange for a number of shares of Class A Common Stock equal to (in the number case of Class B Common Units) or, if applicable, into Securities that originally triggered the issuance of such Units (and a corresponding number in the case of shares of Class B Units other than Common StockUnits) held by such Unit Holding Company (a “Holding Company Exchange”). The Company and its Affiliates will use Reasonable Best Efforts (x) to effect each Holding Company Exchange in a manner that is tax-free to the Unit Holding Company and the owner of such Unit Holding Company for U.S. federal income tax purposes and (y) not to take any action that would reasonably be expected to cause a Holding Company Exchange not to be treated as a tax-free transaction for U.S. federal income tax purposes. If a Holding Company Exchange is effected pursuant to accordance with this Section 7.9(h), 7.08. Such right can be exercised by the Unit Holding Company Stockholder and its Affiliates will be responsible for, and will indemnify and hold General Partner at any time by a written notice to such holder from the Company and each of its Affiliates harmless against, (X) Tax of a Unit Holding Company incurred in such Holding Company Exchange and (Y) all liabilities of the Unit Holding Company and its Affiliates (including liabilities for Taxes not described in clause (X)) to the extent such liabilities are attributable to periods through and including the effective date of the Holding Company Exchange, except to the extent attributable to the period after the closing of the Holding Company Exchange, including any liability of the Unit Holding Company arising by reason of being a member of an affiliated, combined, consolidated or other Tax group on or prior to the Holding Company Exchange, in each case, in a manner that is reasonably satisfactory to the CompanyGeneral Partner.

Exchange of Units. (a) Subject to adjustment as provided in this Section 7.9, and on or after the date that is 91 days after the Adjustment Date in the case of all holders of Class B Common Units (the “Lock-up Period”), each holder of a Unit (other than the Company and its Subsidiaries) will be entitled to exchange, from time to time, any or all of the holder’s Units, as follows: (i) in the case of Class B Common Units, one Class B Common Unit (together with one share of Class B Common Stock Stock) will be exchangeable by the holder of the Class B Common Unit for one share of Class A Common Stock (the “Common Unit Exchange Rate”), as provided in Section 5.1 of the Charter, and (ii) in the case of Units other than Class B Common Units, the Units will be exchangeable for the Equity Securities or Units as are provided in the terms of the exchangeable Units, including the designated exchange rate (the “Unit Exchange Rate” and, together with the Common Unit Exchange Rate, the “Exchange Rate”). If any such exchange is being made to enable the holder to participate in a tender offer made pursuant to Section 8.1(e), the exchange may, at the option of such holder, be conditioned upon the closing of such tender offer, in which case such holder shall not be deemed to have effected such exchange until immediately prior to the expiration of the relevant tender offer period (any such exchange, a “Conditional Exchange”). (b) Notwithstanding the Lock-Up Period, each Member holding Class B Common Units may at any time following the Adjustment Date exchange pursuant to Section 7.9(a) a number of shares of Class B Common Stock together with a corresponding number of Class B Common Units, not in excess of ten percent (10%) of the total number of shares of Class B Common Stock and a corresponding number of Class B Common Units, issued to such Member at the Closing for an equal number of shares of Class A Common Stock. (c) Any exchange right under Section 7.9(a) will be exercised by a written notice to the Company and the LLC from the holder of the Units (the “Exchange Notice”) (i) stating that the holder desires to exchange a stated number of Units and capital stock of the Company under Section 5.1 of the Charter and Section 7.9(a), and (ii) specifying (x) a date that is not less than seven Business Days nor more than 20 Business Days after delivery of the Exchange Notice on which the exchange is to be completed or (y) that the exchange is a Conditional Exchange (the “Exchange Date”). , The Exchange Notice must be accompanied by instruments of transfer to the Company, in form satisfactory to the Company and to the Company’s transfer agent (the “Transfer Agent”), duly executed by the holder or the holder’s duly authorized attorney, and transfer Tax stamps or funds therefor, if required under Section 7.9(g7.9(f), in respect of the Units to be exchanged, in each case delivered during normal business hours at the offices of the Company or at the office of the Transfer Agent. Once an Exchange Notice has been validly delivered to the Company and the LLC, such Exchange Notice shall be binding on the applicable holder of Units delivering such Exchange Notice, and may not be rescinded or withdrawn or otherwise amended by such holder of Units. Notwithstanding the foregoing, no holder of a Unit will be entitled to exchange the Unit if the exchange would be prohibited under Law. (dc) On the Exchange Date, following the surrender for exchange of Units in the manner provided in this Section 7.9 and the payment in cash to the Company of any amount required by Section 7.9(g7.9(f), the Company will deliver or cause to be delivered, as the case may be, at the offices of the Company or at the office of the Transfer Agent, the number of shares of Class A Common Stock or other Equity Securities issuable on the exchange, issued in the name or names as the holder may direct. On the Exchange Date, all rights of the holder of the exchanged Units as a Member of the LLC with respect to the Units will cease, and the person or persons in whose name or names the shares of Class A Common Stock or other Equity Securities are to be issued will be treated for all purposes as having become the record holder or holders of the shares of Class A Common Stock or other Equity Securities. (ed) The Exchange Rate will be adjusted accordingly if there is: (i) any Recapitalization Event with respect to any class or series of Units that is not accompanied by an identical Recapitalization Event with respect to the corresponding class or series of Equity Securities; or (ii) any Recapitalization Event with respect to any class or series of Equity Securities that is not accompanied by an identical Recapitalization Event with respect to the corresponding class or series of Units. In the event of a Recapitalization Event as a result of which one class or series of Equity Securities is converted into another class or series of Equity Securities, then a holder of the corresponding class or series of Units will be entitled to receive on exchange the amount of the security that the holder would have received if the exchange of Units had occurred immediately before the effective date of the Recapitalization Event. Except as may be required in the immediately preceding sentence, no adjustments in respect of dividends will be made on the exchange of any Unit, except that if the Exchange Date with respect to a Unit occurs after the record date for the payment of a dividend or other distribution on Units but before the date of the payment, then the registered holder of the Unit at the close of business on the record date will be entitled to receive the dividend or other distribution payable on the Unit on the payment date (without duplication of any distribution to which such holder may be entitled under Section 4.4(a)) notwithstanding the exchange of the Unit or the default in payment of the dividend or distribution due on the Exchange Date. (fe) The Company will at all times reserve and keep available out of its authorized but unissued Equity Securities, solely for the purpose of issuance on exchange of Units (together with any corresponding Equity Securities), the number of Equity Securities issuable on the exchange of all the outstanding Units, except that nothing in this Agreement will be construed to preclude the Company from satisfying its obligations in respect of the exchange of the Units by delivery of purchased Equity Securities that are held in the treasury of the Company. The Company covenants that all Equity Securities that are issued on exchange of Units will, on issue, be validly issued, fully paid and non-assessable. (gf) The issuance of Equity Securities on exchange of Units will be made without charge to the holders of the Units for any stamp or other similar Tax in respect of the issuance, except that if the shares are to be issued in a name other than that of the holder of the Units exchanged, then the person or persons requesting the issuance will pay to the die Company the amount of any Tax payable in respect of any transfer involved in the issuance or will establish to the satisfaction of the Company that the Tax has been paid or is not payable. (hg) In addition to the exchange right set forth in Section 7.9(a), at the option of a Unit Holding Company to be exercised by delivery of a written notice in a manner similar to an Exchange Notice under Section 7.9(c7.9(b), any holder of 100% of the equity securities of a Unit Holding Company (a “Unit Holding Company Stockholder”) may cause a Unit Holding Company to merge with and into a Company Disregarded Subsidiary in a merger in which the Company Disregarded Subsidiary is the surviving entity, in exchange for a number of shares of Class A Common Stock equal to the number of Class B Common Units (and a corresponding number of shares of Class B Common Stock) held by such Unit Holding Company (a “Holding Company Exchange”). The Company and its Affiliates will use Reasonable Best Efforts (x) to effect each Holding Company Exchange in a manner that is tax-free to the Unit Holding Company and the owner of such Unit Holding Company for U.S. federal income tax purposes and (y) not to take any action that would reasonably be expected to cause a Holding 1-folding Company Exchange not to be treated as a tax-free transaction for U.S. federal income tax purposes. If a Holding Company Exchange is effected pursuant to this Section 7.9(h7.9(g), the Unit Holding Company Stockholder and its Affiliates will be responsible for, and will indemnify and hold the Company and each of its Affiliates harmless against, (X) Tax of a Unit Holding Company incurred in such Holding Company Exchange and (Y) all liabilities of the Unit Holding Company and its Affiliates (including liabilities for Taxes not described in clause (X)) to the extent such liabilities are ate attributable to periods through and including the effective date of the Holding Company Exchange, except to the extent attributable to the period after the closing of the Holding Company Exchange, including any liability of the Unit Holding Company arising by reason of being a member of an affiliated, combined, consolidated or other Tax group on or prior to the Holding Company Exchange, in each case, in a manner that is reasonably satisfactory to the Company.