Common use of Registration and Transfer of Units Clause in Contracts

Registration and Transfer of Units. 10.5.1. The General Partner shall cause to be kept at its registered office in Bermuda on behalf of the Partnership a register in which, subject to such reasonable regulations as it may prescribe and subject to the provisions of Section 10.5.2, the General Partner will provide for the registration and transfer of Units. The Transfer Agent is hereby appointed registrar and transfer agent for the purpose of registering Units and transfers of such Units as herein provided. The Partnership shall not recognize transfers of Certificates representing Units unless such transfers are effected in the manner described in this Section 10.5. Upon surrender for registration of transfer of any Units evidenced by a Certificate, and subject to the provisions of Section 10.5.2, the General Partner on behalf of the Partnership shall execute and deliver, and the Transfer Agent shall countersign and deliver, in the name of the holder or the designated transferee or transferees, as required pursuant to the holder’s instructions, one or more new Certificates evidencing the same aggregate number of Units as was evidenced by the Certificate so surrendered. 10.5.2. Except as otherwise provided in Article 11, the Partnership shall not recognize any transfer of Units until the Certificates evidencing such Units are surrendered for registration of the transfer. 10.5.3. Subject to (i) the foregoing provisions of this Section 10.5; (ii) Section 10.3; (iii) Section 10.7; (iv) with respect to any class or series of Units, the provisions of any statement of designations or amendment to this Agreement establishing such class or series; (v) any contractual provisions binding on any Limited Partner; and (vi) provisions of applicable Law including the Limited Partnership Act and the Exempted Partnerships Act, Units shall be freely transferable. 10.5.4. The General Partner shall have power to implement such arrangements as it may, in its sole discretion, determine fit in order for any class of Units to be admitted to settlement by means of any clearing system. 10.5.5. The General Partner may, in its sole discretion and without giving a reason, refuse to register a transfer of any Unit in Certificated form or Uncertificated form (subject to Section 10.5.6) which is not fully paid or on which the Partnership has a lien. 10.5.6. The General Partner may only decline to register a transfer of an Uncertificated Unit in the circumstances set out in this Agreement, the listing rules made by any Securities Exchange and the regulations of any clearing system implemented pursuant to Section 10.5.4, or as otherwise required by applicable Law.

Registration and Transfer of Units. 10.5.1. The General Partner shall cause to be kept at its registered office in Bermuda on behalf of the Partnership a register in which, subject to such reasonable regulations as it may prescribe and subject to the provisions of Section 10.5.2, the General Partner will provide for the registration and transfer of Units. The Transfer Agent is hereby appointed registrar and transfer agent for the purpose of registering Units and transfers of such Units as herein provided. The Partnership shall not recognize transfers of Certificates representing Units unless such transfers are effected in the manner described in this Section 10.5. Upon surrender for registration of transfer of any Units evidenced by a Certificate, and subject to the provisions of Section 10.5.2, the General Partner on behalf of the Partnership shall execute and deliver, and the Transfer Agent shall countersign and deliver, in the name of the holder or the designated transferee or transferees, as required pursuant to the holder’s instructions, one or more new Certificates evidencing the same aggregate number of Units as was evidenced by the Certificate so surrendered. 10.5.2. Except as otherwise provided in Article 11, the Partnership shall not recognize any transfer of Units until the Certificates evidencing such Units are surrendered for registration of the transfer. 10.5.3. Subject to (i) the foregoing provisions of this Section 10.5; (ii) Section 10.3; (iii) Section 10.7; (iv) with respect to any class or series of Units, the provisions of any statement of designations or amendment to this Agreement establishing such class or series; (v) any contractual provisions binding on any Limited Partner; and (vi) provisions of applicable Law including the Limited Partnership Act and the Exempted Partnerships Act, Units shall be freely transferable. 10.5.4. The General Partner shall have power to implement such arrangements as it may, in its sole discretion, determine fit in order for any class of Units to be admitted to settlement by means of any clearing system. 10.5.5. The General Partner may, in its sole discretion and without giving a reason, refuse to register a transfer of any Unit in Certificated form or Uncertificated form (subject to Section 10.5.6) which is not fully paid or on which the Partnership has a lien. 10.5.6. The General Partner may only decline to register a transfer of an Uncertificated Unit in the circumstances set out in this Agreement, the listing rules made by any Securities Exchange and the regulations of any clearing system implemented pursuant to Section 10.5.4, or as otherwise required by applicable Law.

Registration and Transfer of Units. 10.5.1. 10.5.1 The General Partner shall cause to be kept at its registered office in Bermuda on behalf of the Partnership a register in which, subject to such reasonable regulations as it may prescribe and subject to the provisions of Section 10.5.2, the General Partner will provide for the registration and transfer of Units. The Transfer Agent is hereby appointed registrar and transfer agent for the purpose of registering Units and transfers of such Units as herein provided. The Partnership shall not recognize transfers of Certificates representing Units unless such transfers are effected in the manner described in this Section 10.5. Upon surrender for registration of transfer of any Units evidenced by a Certificate, and subject to the provisions of Section 10.5.2, the General Partner on behalf of the Partnership shall execute and deliver, and the Transfer Agent shall countersign and deliver, in the name of the holder or the designated transferee or transferees, as required pursuant to the holder’s instructions, one or more new Certificates evidencing the same aggregate number of Units as was evidenced by the Certificate so surrendered. 10.5.2. 10.5.2 Except as otherwise provided in Article 11, the Partnership shall not recognize any transfer of Units until the Certificates evidencing such Units are surrendered for registration of the transfer. 10.5.3. 10.5.3 Subject to (i) the foregoing provisions of this Section 10.5; (ii) Section 10.3; (iii) Section 10.7; (iv) with respect to any class or series of Units, the provisions of any statement of designations or amendment to this Agreement establishing such class or series; (v) any contractual provisions binding on any Limited Partner; and (vi) provisions of applicable Law law including the Limited Partnership Act and the Exempted Partnerships Act, Units shall be freely transferable. 10.5.4. 10.5.4 The General Partner shall have power to implement such arrangements as it may, in its sole discretion, determine fit in order for any class of Units to be admitted to settlement by means of any clearing system. 10.5.5. 10.5.5 The General Partner may, in its sole discretion and without giving a reason, refuse to register a transfer of any Unit in Certificated form or Uncertificated form (subject to Section 10.5.6) which is not fully paid or on which the Partnership has a lien. 10.5.6. 10.5.6 The General Partner may only decline to register a transfer of an Uncertificated Unit in the circumstances set out in this Agreement, the listing rules made by any Securities Exchange and the regulations of any clearing system implemented pursuant to Section 10.5.4, or as otherwise required by applicable Lawlaw, rule or regulation.

Registration and Transfer of Units. 10.5.1. (a) The General Partner Partnership shall keep or cause to be kept at its registered office in Bermuda on behalf of the Partnership a register in which, subject to such reasonable regulations as it may prescribe and subject to the provisions of Section 10.5.24.5(b), the General Partner Partnership will provide for the registration and transfer of Units. The Transfer Agent is hereby appointed registrar and transfer agent for the purpose of registering Common Units and transfers of such Common Units as herein provided. The Partnership shall not recognize transfers of Certificates representing Units, or transfers of Units recorded in a Book-Entry System, unless such transfers are effected in the manner described in this Section 10.54.5. Upon surrender for registration of transfer of any Units evidenced by a Certificate, and subject to the provisions of Section 10.5.24.5(b), the General Partner appropriate officers on behalf of the Partnership shall execute and deliverexecute, and in the case of Common Units, the Transfer Agent shall countersign and deliverdeliver (or, in the case of Common Units issued in global form, register in accordance with the rules and regulations of the Depositary), in the name of the holder or the designated transferee or transferees, as required pursuant to the holder’s instructions, one or more new Certificates evidencing the same aggregate number of Units as was evidenced by the Certificate so surrendered. 10.5.2. (b) Except as otherwise provided in Article 11Section 4.10, the Partnership shall not recognize any transfer of Units until the Certificates evidencing such Units Units, if any, are surrendered for registration of transfer and such Certificates, or a request for transfer of such Units made in accordance with the rules of the Book-Entry System, are accompanied by a Transfer Application duly executed by the transferee (or the transferee’s attorney-in-fact duly authorized in writing). No charge shall be imposed by the Partnership for such transfer. 10.5.3. Subject ; provided, that as a condition to (i) the foregoing provisions of this Section 10.5; (ii) Section 10.3; (iii) Section 10.7; (iv) with respect to any class or series of Units, the provisions issuance of any statement of designations new Certificate or amendment to this Agreement establishing such class or series; (v) any contractual provisions binding on any Limited Partner; and (vi) provisions of applicable Law including the Limited Partnership Act and the Exempted Partnerships Act, Units shall be freely transferable. 10.5.4. The General Partner shall have power to implement such arrangements as it may, in its sole discretion, determine fit in order for any class of Units to be admitted to settlement by means of any clearing system. 10.5.5. The General Partner may, in its sole discretion and without giving a reason, refuse to register a transfer of any Unit Units recorded in Certificated form or Uncertificated form (subject to a Book-Entry System under this Section 10.5.6) which is not fully paid or on which 4.5, the Partnership has may require the payment of a liensum sufficient to cover any tax or other governmental charge that may be imposed with respect thereto. ARTICLE I DEFINITIONS 1 1.1 Definitions 1 1.2 Construction 11 ARTICLE II ORGANIZATION 11 2.1 Formation 11 2.2 Name 11 2.3 Registered Office; Registered Agent; Principal Office; Other Offices 12 2.4 Purpose and Business 12 2.5 Powers 12 2.6 Power of Attorney 12 2.7 Term 13 2.8 Title to Partnership Assets 14 ARTICLE III RIGHTS OF LIMITED PARTNERS 14 3.1 Limitation of Liability 14 3.2 Management of Business 14 3.3 Outside Activities of the Limited Partners 14 3.4 Rights of Limited Partners 14 ARTICLE IV CERTIFICATES; RECORD HOLDERS; TRANSFER OF PARTNERSHIP INTERESTS; REDEMPTION OF PARTNERSHIP INTERESTS 15 4.1 Certificates 15 4.2 Mutilated, Destroyed, Lost or Stolen Certificates 15 4.3 Record Holders 16 4.4 Transfer Generally 16 4.5 Registration and Transfer of Units 17 4.6 Transfer of a General Partner’s Partnership Interest 17 4.7 [Deleted] 18 4.8 [Deleted] 18 4.9 Restrictions on Transfers 18 4.10 Citizenship Certificates; Non-citizen Assignees 19 4.11 Redemption of Partnership Interests of Non-citizen Assignees 19 ARTICLE V CAPITAL CONTRIBUTIONS AND ISSUANCE OF PARTNERSHIP INTERESTS 20 5.1 [Deleted. 10.5.6. The ] 20 5.2 [Deleted.] 20 5.3 Outstanding General Partner may only decline Unit; Ownership of Common Units 20 5.4 Interest and Withdrawal 20 5.5 Capital Accounts 21 5.6 Issuances of Additional Partnership Securities 22 5.7 [Deleted.] 23 5.8 [Deleted.] 23 5.9 No Preemptive Rights 23 5.10 Splits and Combinations 23 5.11 Fully Paid and Non-Assessable Nature of Limited Partner Interests 24 5.12 Loans from Partners 24 ARTICLE VI ALLOCATIONS AND DISTRIBUTIONS 24 6.1 Allocations for Capital Account Purposes 24 6.2 Allocations for Tax Purposes 26 6.3 Requirement and Characterization of Distributions; Distributions to register Record Holders 28 ARTICLE VII MANAGEMENT AND OPERATION OF BUSINESS 28 7.1 Management 28 7.2 The Board of Supervisors; Election; Term; Manner of Acting 30 7.3 Nominations of Supervisors 30 7.4 Removal of Members of the Board of Supervisors 31 7.5 Resignations of Members of the Board of Supervisors 31 7.6 Vacancies on the Board of Supervisors 31 7.7 Meetings; Committees; Chairman 31 7.8 Officers 32 7.9 Compensation 34 7.10 Restrictions on General Partner’s and Board of Supervisors’ Authority 34 7.11 Reimbursement of the General Partner; Employee Benefit Plans 34 7.12 Outside Activities of the General Partner 35 7.13 Loans from the General Partner; Contracts with Affiliates; Certain Restrictions on the General Partner 35 7.14 Indemnification 36 7.15 Liability of Indemnitees 38 7.16 Resolution of Conflicts of Interest 38 7.17 Other Matters Concerning the General Partner and the Board of Supervisors 39 7.18 Purchase or Sale of Units 40 7.19 [Deleted.] 40 7.20 Reliance by Third Parties 40 ARTICLE VIII BOOKS, RECORDS, ACCOUNTING AND REPORTS 41 8.1 Records and Accounting 41 8.2 Fiscal Year 41 8.3 Reports 41 ARTICLE IX TAX MATTERS 41 9.1 Tax Returns and Information 41 9.2 Tax Elections 41 9.3 Tax Controversies 42 9.4 Withholding 42 ARTICLE X ADMISSION OF PARTNERS 42 10.1 Current Partners 42 10.2 Admission of Substituted Limited Partners 42 10.3 Admission of Successor General Partner 43 10.4 Admission of Additional Limited Partners 43 10.5 Amendment of Agreement and Certificate of Limited Partnership 43 ARTICLE XI WITHDRAWAL OR REMOVAL OF PARTNERS 43 11.1 Withdrawal of the General Partner 43 11.2 Removal of the General Partner 45 11.3 Interest of Departing Partner and Successor General Partner; Delegation of Authority to the Board of Supervisors by Successor General Partner 45 11.4 [Deleted.] 45 11.5 Withdrawal of Limited Partners 45 ARTICLE XII DISSOLUTION AND LIQUIDATION 46 12.1 Dissolution 46 12.2 [Deleted] 46 12.3 Liquidator 46 12.4 Liquidation 46 12.5 Cancellation of Certificate of Limited Partnership 47 12.6 Return of Capital Contributions 47 12.7 Waiver of Partition 47 12.8 Capital Account Restoration 47 ARTICLE XIII AMENDMENT OF PARTNERSHIP AGREEMENT; MEETINGS; RECORD DATE 47 13.1 Amendment to be Adopted Solely by the Board of Supervisors 47 13.2 Amendment Procedures 49 13.3 Amendment Requirements 49 13.4 Tri-Annual and Special Meetings 49 13.5 Notice of a transfer Meeting 50 13.6 Record Date 50 13.7 Adjournment 50 13.8 Waiver of an Uncertificated Unit Notice; Approval of Meeting; Approval of Minutes 50 13.9 Quorum 51 13.10 Conduct of a Meeting 51 13.11 Action Without a Meeting 51 13.12 Voting and Other Rights 52 ARTICLE XIV MERGERS AND BUSINESS COMBINATIONS WITH INTERESTED UNITHOLDERS 52 14.1 Authority 52 14.2 Procedure for Merger or Consolidation 52 14.3 Approval by Limited Partners of Merger or Consolidation 53 14.4 Certificate of Merger 53 14.5 Effect of Merger 53 14.6 Business Combinations with Interested Unitholders 54 ARTICLE XV [Deleted.] 54 ARTICLE XVI GENERAL PROVISIONS 54 16.1 Addresses and Notices 54 16.2 Further Action 55 16.3 Binding Effect 55 16.4 Integration 55 16.5 Creditors 55 16.6 Waiver 55 16.7 Counterparts 55 16.8 Applicable Law 55 16.9 Invalidity of Provisions 55 16.10 Consent of Partners 55 Exhibit A 57 THIS THIRD AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF SUBURBAN PROPANE PARTNERS, L.P. dated as of October 19, 2006, (the “Agreement” or “Partnership Agreement”) is entered into by and among SUBURBAN ENERGY SERVICES GROUP LLC, a Delaware limited liability company, as the General Partner, and those Persons who are or become Partners in the circumstances set out in this AgreementPartnership or parties hereto as provided herein. In consideration of the covenants, conditions and agreements contained herein, the listing rules made by any Securities Exchange and the regulations of any clearing system implemented pursuant to Section 10.5.4, or parties hereto hereby agree as otherwise required by applicable Law.follows:

Registration and Transfer of Units. 10.5.1. The General Partner shall cause to be kept at its registered office in Bermuda on behalf of the Partnership a register in which, subject to such reasonable regulations as it may prescribe and subject to the provisions of Section 10.5.2, the General Partner will provide for the registration and transfer of Units. The Transfer Agent is hereby appointed registrar and transfer agent for the purpose of registering Units and transfers of such Units as herein provided. The Partnership shall not recognize transfers of Certificates representing Units unless such transfers are effected in the manner described in this Section 10.5. Upon surrender for registration of transfer of any Units evidenced by a Certificate, and subject to the provisions of Section 10.5.2, the General Partner on behalf of the Partnership shall execute and deliver, and the Transfer Agent shall countersign and deliver, in the name of the holder or the designated transferee or transferees, as required pursuant to the holder’s instructions, one or more new Certificates evidencing the same aggregate number of Units as was evidenced by the Certificate so surrendered. 10.5.2. Except as otherwise provided in Article 11, the Partnership shall not recognize any transfer of Units until the Certificates evidencing such Units are surrendered for registration of the transfer. 10.5.3. Subject to (i) the foregoing provisions of this Section 10.5; (ii) Section 10.3; (iii) Section 10.7; (iv) with respect to any class or series of Units, the provisions of any statement of designations or amendment to this Agreement establishing such class or series; (v) any contractual provisions binding on any Limited Partner; and (vi) provisions of applicable Law law including the Limited Partnership Act and the Exempted Partnerships Act, Units shall be freely transferable. 10.5.4. The General Partner shall have power to implement such arrangements as it may, in its sole discretion, determine fit in order for any class of Units to be admitted to settlement by means of any clearing system. 10.5.5. The General Partner may, in its sole discretion and without giving a reason, refuse to register a transfer of any Unit in Certificated form or Uncertificated form (subject to Section 10.5.6) which is not fully paid or on which the Partnership has a lien. 10.5.6. The General Partner may only decline to register a transfer of an Uncertificated Unit in the circumstances set out in this Agreement, the listing rules made by any Securities Exchange and the regulations of any clearing system implemented pursuant to Section 10.5.4, or as otherwise required by applicable Lawlaw, rule or regulation.

Registration and Transfer of Units. 10.5.1. (a) The General Partner Partnership shall keep or cause to be kept at its registered office in Bermuda on behalf of the Partnership a register in which, subject to such reasonable regulations as it may prescribe and subject to the provisions of Section 10.5.24.5(b), the General Partner Partnership will provide for the registration and transfer of Units. The Transfer Agent is hereby appointed registrar and transfer agent for the purpose of registering Common Units and transfers of such Common Units as herein provided. The Partnership shall not recognize transfers of Certificates representing Units, or transfers of Units recorded in a Book-Entry System, unless such transfers are effected in the manner described in this Section 10.54.5. Upon surrender for registration of transfer of any Units evidenced by a Certificate, and subject to the provisions of Section 10.5.24.5(b), the General Partner appropriate officers on behalf of the Partnership shall execute and deliverexecute, and in the case of Common Units, the Transfer Agent shall countersign and deliverdeliver (or, in the case of Common Units issued in global form, register in accordance with the rules and regulations of the Depositary), in the name of the holder or the designated transferee or transferees, as required pursuant to the holder’s instructions, one or more new Certificates evidencing the same aggregate number of Units as was evidenced by the Certificate so surrendered. 10.5.2. (b) Except as otherwise provided in Article 11Section 4.10, the Partnership shall not recognize any transfer of Units until the Certificates evidencing such Units Units, if any, are surrendered for registration of transfer and such Certificates, or a request for transfer of such Units made in accordance with the rules of the Book-Entry System, are accompanied by a Transfer Application duly executed by the transferee (or the transferee’s attorney-in-fact duly authorized in writing). No charge shall be imposed by the Partnership for such transfer; provided, that as a condition to the issuance of any new Certificate or to a transfer of Units recorded in a Book-Entry System under this Section 4.5, the Partnership may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed with respect thereto. 10.5.3(c) Units may be transferred only in the manner described in this Section 4.5. Subject The transfer of any Units and the admission of any new Partner shall not constitute an amendment to this Agreement. (d) Until admitted as a Substituted Limited Partner pursuant to Section 10.2, the Record Holder of a Common Unit shall be an Assignee in respect of such Common Unit. Limited Partners may include custodians, nominees, or any other individual or entity in its own or any representative capacity. (e) A transferee of a Common Unit who has completed and delivered a Transfer Application shall be deemed to have (i) the foregoing provisions of this Section 10.5; requested admission as a Substituted Limited Partner, (ii) Section 10.3; agreed to comply with and be bound by and to have executed this Agreement, (iii) Section 10.7; represented and warranted that such transferee has the right, power and authority and, if an individual, the capacity to enter into this Agreement, (iv) with respect to any class or series granted the powers of Units, the provisions of any statement of designations or amendment to attorney set forth in this Agreement establishing such class or series; and (v) any contractual provisions binding on any Limited Partner; given the consents and (vi) provisions of applicable Law including approvals and made the Limited Partnership Act and the Exempted Partnerships Act, Units shall be freely transferable. 10.5.4. The General Partner shall have power to implement such arrangements as it may, in its sole discretion, determine fit in order for any class of Units to be admitted to settlement by means of any clearing system. 10.5.5. The General Partner may, in its sole discretion and without giving a reason, refuse to register a transfer of any Unit in Certificated form or Uncertificated form (subject to Section 10.5.6) which is not fully paid or on which the Partnership has a lien. 10.5.6. The General Partner may only decline to register a transfer of an Uncertificated Unit in the circumstances set out waivers contained in this Agreement, the listing rules made by any Securities Exchange and the regulations of any clearing system implemented pursuant to Section 10.5.4, or as otherwise required by applicable Law.

Registration and Transfer of Units. 10.5.19.5.1. The General Partner shall cause to be kept at its registered office in Bermuda on behalf of the Partnership a register in which, subject to such reasonable regulations as it may prescribe and subject to the provisions of Section 10.5.29.5.2, the General Partner will provide for the registration and transfer of Units. The Transfer Agent is hereby appointed registrar and transfer agent for the purpose of registering Units and transfers of such Units as herein provided. The Partnership shall not recognize transfers of Certificates representing Units unless such transfers are effected in the manner described in this Section 10.59.5. Upon surrender for registration of transfer of any Units evidenced by a Certificate, and subject to the provisions of Section 10.5.29.5.2, the General Partner on behalf of the Partnership shall execute and deliver, and the Transfer Agent shall countersign and deliver, in the name of the holder or the designated transferee or transferees, as required pursuant to the holder’s instructions, one or more new Certificates evidencing the same aggregate number of Units as was evidenced by the Certificate so surrendered. 10.5.29.5.2. Except as otherwise provided in Article 1110, the Partnership shall not recognize any transfer of Units until the Certificates evidencing such Units are surrendered for registration of the transfer. 10.5.39.5.3. Subject to (i) the foregoing provisions of this Section 10.59.5; (ii) Section 10.39.3; (iii) Section 10.79.7; (iv) with respect to any class or series of Units, the provisions of any statement of designations or amendment to this Agreement establishing such class or series; (v) any contractual provisions binding on any Limited Partner; and (vi) provisions of applicable Law including the Limited Partnership Act and the Exempted Partnerships Act, Units shall be freely transferable. 10.5.49.5.4. The General Partner shall have power to implement such arrangements as it may, in its sole discretion, determine fit in order for any class of Units to be admitted to settlement by means of any clearing system. 10.5.59.5.5. The General Partner may, in its sole discretion and without giving a reason, refuse to register a transfer of any Unit in Certificated form or Uncertificated form (subject to Section 10.5.69.5.6) which is not fully paid or on which the Partnership has a lien. 10.5.69.5.6. The General Partner may only decline to register a transfer of an Uncertificated Unit in the circumstances set out in this Agreement, the listing rules made by any Securities Exchange and the regulations of any clearing system implemented pursuant to Section 10.5.49.5.4, or as otherwise required by applicable Law.

Registration and Transfer of Units. 10.5.1. (a) The General Partner Partnership shall keep or cause to be kept at its registered office in Bermuda on behalf of the Partnership a register in which, subject to such reasonable regulations as it may prescribe and subject to the provisions of Section 10.5.24.5(b), the General Partner Partnership will provide for the registration and transfer of Units. The Transfer Agent is hereby appointed registrar and transfer agent for the purpose of registering Common Units and transfers of such Common Units as herein provided. The Partnership shall not recognize transfers of Certificates representing Units, or transfers of Units recorded in a Book-Entry System, unless such transfers are effected in the manner described in this Section 10.54.5. Upon surrender for registration of transfer of any Units evidenced by a Certificate, and subject to the provisions of Section 10.5.24.5(b), the General Partner appropriate officers on behalf of the Partnership shall execute and deliverexecute, and in the case of Common Units, the Transfer Agent shall countersign and deliverdeliver (or, in the case of Common Units issued in global form, register in accordance with the rules and regulations of the Depositary), in the name of the holder or the designated transferee or transferees, as required pursuant to the holder’s instructions, one or more new Certificates evidencing the same aggregate number of Units as was evidenced by the Certificate so surrendered. 10.5.2. (b) Except as otherwise provided in Article 11Section 4.10, the Partnership shall not recognize any transfer of Units until the Certificates evidencing such Units Units, if any, are surrendered for registration of transfer and such Certificates, or a request for transfer of such Units made in accordance with the rules of the Book-Entry System, are accompanied by a Transfer Application duly executed by the transferee (or the transferee’s attorney-in-fact duly authorized in writing). No charge shall be imposed by the Partnership for such transfer. 10.5.3. Subject ; provided, that as a condition to (i) the foregoing provisions of this Section 10.5; (ii) Section 10.3; (iii) Section 10.7; (iv) with respect to any class or series of Units, the provisions issuance of any statement of designations new Certificate or amendment to this Agreement establishing such class or series; (v) any contractual provisions binding on any Limited Partner; and (vi) provisions of applicable Law including the Limited Partnership Act and the Exempted Partnerships Act, Units shall be freely transferable. 10.5.4. The General Partner shall have power to implement such arrangements as it may, in its sole discretion, determine fit in order for any class of Units to be admitted to settlement by means of any clearing system. 10.5.5. The General Partner may, in its sole discretion and without giving a reason, refuse to register a transfer of any Unit Units recorded in Certificated form or Uncertificated form (subject to a Book-Entry System under this Section 10.5.6) which is not fully paid or on which 4.5, the Partnership has may require the payment of a liensum sufficient to cover any tax or other governmental charge that may be imposed with respect thereto. 10.5.6. The General Partner may only decline to register a transfer of an Uncertificated Unit in the circumstances set out in this Agreement, the listing rules made by any Securities Exchange and the regulations of any clearing system implemented pursuant to Section 10.5.4, or as otherwise required by applicable Law.

Registration and Transfer of Units. 10.5.1. The General Partner shall cause to be kept at its registered office in Bermuda on behalf of the Partnership a register in which, subject to such reasonable regulations as it may prescribe and subject to the provisions of Section 10.5.2, the General Partner will provide for the registration and transfer of Units. The Transfer Agent is hereby appointed registrar and transfer agent for the purpose of registering Units and transfers of such Units as herein provided. The Partnership shall not recognize transfers of Certificates representing Units unless such transfers are effected in the manner described in this Section 10.5. Upon surrender for registration of transfer of any Units evidenced by a Certificate, and subject to the provisions of Section 10.5.2, the General Partner on behalf of the Partnership shall execute and deliver, and the Transfer Agent shall countersign and deliver, in the name of the holder or the designated transferee or transferees, as required pursuant to the holder’s 's instructions, one or more new Certificates evidencing the same aggregate number of Units as was evidenced by the Certificate so surrendered. 10.5.2. Except as otherwise provided in Article 11, the Partnership shall not recognize any transfer of Units until the Certificates evidencing such Units are surrendered for registration of the transfer. 10.5.3. Subject to (i) the foregoing provisions of this Section 10.5; (ii) Section 10.3; (iii) Section 10.7; (iv) with respect to any class or series of Units, the provisions of any statement of designations or amendment to this Agreement establishing such class or series; (v) any contractual provisions binding on any Limited Partner; and (vi) provisions of applicable Law including the Limited Partnership Act and the Exempted Partnerships Act, Units shall be freely transferable. 10.5.4. The General Partner shall have power to implement such arrangements as it may, in its sole discretion, determine fit in order for any class of Units to be admitted to settlement by means of any clearing system. 10.5.5. The General Partner may, in its sole discretion and without giving a reason, refuse to register a transfer of any Unit in Certificated form or Uncertificated form (subject to Section 10.5.6) which is not fully paid or on which the Partnership has a lien. 10.5.6. The General Partner may only decline to register a transfer of an Uncertificated Unit in the circumstances set out in this Agreement, the listing rules made by any Securities Exchange and the regulations of any clearing system implemented pursuant to Section 10.5.4, or as otherwise required by applicable Law.