Common use of Formation; Conversion; Assignment Clause in Contracts

Formation; Conversion; Assignment. The LLC is the successor in interest by conversion (the "Conversion") to the Partnership effective as of the Effective Time and as of the Effective Time, Management and Holdings became the initial Members of the LLC. By virtue of the Conversion, Management's 1% general partner interest in the Partnership shall be converted into a 1% member Interest in the LLC and Holdings' 99% limited partner interest in the Partnership shall be converted into a 99% member Interest in the LLC, with each such member Interest (and the proceeds thereof) continuing in all respects to be subject to the security interest granted under Section 3 of the Guarantee and Collateral Agreement (the "Security Interest"). By virtue of its execution of this Agreement and without the necessity of the execution or delivery of any other document or instrument, Holdings hereby assigns and transfers all of its right, title and interest in and to its 99% member Interest in the LLC to Management, as a capital contribution with respect to its interest in Management, and shall be deemed to have withdrawn as a Member of the LLC, all effective 10:01 A.M. Eastern Time, February 7, 1997, which assignment and transfer shall be in all respects subject to the Security Interest, with the effect that as of 10:01 A.M. Eastern Time, February 7, 1997, Management shall hold 100% of the Interests in the LLC, and thus become the sole member of the LLC, with its entire Interest subject to the Security Interest. Holdings hereby represents and warrants to the LLC and to Management that, with the exception of the Security Interest, its Interest in the LLC assigned hereby is free and clear of all liens, claims, and encumbrances of any nature whatsoever. Holdings shall cause or take all necessary further action as may be requested by the LLC or by Management to confirm and ensure the complete assignment of its Interest as provided herein. The rights and obligations of the Members and the terms and conditions of the LLC shall be governed by the Act and this Agreement, including all the Exhibits to this Agreement. To the extent the Act and this Agreement are inconsistent with respect to any subject matter covered in this Agreement, this Agreement shall govern, but only to the extent permitted by law.

Formation; Conversion; Assignment. The LLC is the successor in interest by conversion (the "Conversion") to the Partnership effective as of the Effective Time Time, and as of the Effective Time, Management Columbia and Holdings became the initial Members of the LLC. By virtue of the Conversion, ManagementColumbia's 1% general partner interest in the Partnership shall be converted into a 1% member Interest in the LLC and Holdings' 99% limited partner interest in the Partnership shall be converted into a 99% member Interest in the LLC, with each such member Interest (and the proceeds thereof) continuing in all respects to be subject to the security interest granted under Section 3 of the Guarantee and Collateral Agreement (the "Security Interest"). By virtue of its execution of this Agreement and without the necessity of the execution or delivery of any other document or instrument, Columbia hereby assigns and transfers all of its right, title and interest in and to its 1% member Interest in the LLC to Holdings, as a capital contribution with respect to its interest in Holdings without any further issuance of equity interests in Holdings, and Columbia shall be deemed to have withdrawn as a Member of the LLC effective 10:01 A.M. Eastern Time, February 7, 1997, and in turn, Holdings hereby assigns and transfers all of its right, title and interest in and to its 991% member Interest in the LLC to Management, as a capital contribution with respect to its interest in Management without any further issuance of equity interests in Management, and Holdings shall be deemed to have withdrawn as a Member of the LLC, all LLC effective 10:01 10:02 A.M. Eastern Time, February 7, 1997, which assignment assignments and transfer transfers shall be in all respects subject to the Security Interest, with the effect that as of 10:01 10:02 A.M. Eastern Time, February 7, 1997, Management shall hold 100% of the Interests in the LLC, and thus become the sole member Member of the LLC, with its entire Interest subject to the Security Interest. Columbia hereby represents and warrants to the LLC and to Holdings that, with the exception of the Security Interest, its Interest in the LLC assigned hereby to Holdings is free and clear of all liens, claims, and encumbrances of any nature whatsoever. Columbia shall cause or take all necessary further action as may be requested by the LLC or Holdings to confirm and ensure the complete assignment of its Interest as provided herein. Holdings hereby represents and warrants to the LLC and to Management that, with the exception of the Security Interest, its Interest in the LLC assigned hereby to Management is free and clear of all liens, claims, and encumbrances of any nature whatsoever. Holdings shall cause or take all necessary further action as may be requested by the LLC or by Management to confirm and ensure the complete assignment of its Interest as provided herein. The rights and obligations of the Members and the terms and conditions of the LLC shall be governed by the Act and this Agreement, including all the Exhibits to this Agreement. To the extent the Act and this Agreement are inconsistent with respect to any subject matter covered in this Agreement, this Agreement shall govern, but only to the extent permitted by law.