Common use of At the Option of the Partnership Clause in Contracts

At the Option of the Partnership. At any time following the fourth anniversary of the Series A Issuance Date, the Partnership shall have the option at any time, but not more than once per Quarter, to convert all or any portion of the Series A Preferred Units then outstanding into a number of Common Units determined by multiplying the number of Series A Preferred Units to be converted by the Series A Conversion Rate. Fractional Common Units shall not be issued to any Person pursuant to this Section 5.14(b)(vi)(B) (each fractional Common Unit shall be rounded down with the remainder being paid an amount in cash based on the Closing Price of Common Units on the Trading Day immediately preceding the Series A Forced Conversion Notice Date). Notwithstanding the foregoing, in order for the Partnership to exercise such option: (1) The Closing Price of the Common Units must be equal to or greater than one hundred fifty percent (150%) of the Series A Issue Price for the twenty (20) Trading Day period immediately preceding the Series A Forced Conversion Notice Date; (2) The average daily trading volume of the Common Units on the National Securities Exchange on which the Common Units are then listed or admitted to trading must be equal to or exceed 1,000,000 (as such amount may be adjusted to reflect any Limited Partner Unit split, combination or similar event) for the twenty (20) Trading Day period immediately preceding the Series A Forced Conversion Notice Date; and (3) The Partnership must have an effective registration statement on file with the Commission covering resales of the underlying Common Units to be received upon any such conversion, and provided, that each such conversion by the Partnership shall be for an aggregate amount of Series A Preferred Units involving an underlying value of Common Units of at least $100,000,000 based on the Closing Price of Common Units on the Trading Day immediately preceding the Series A Forced Conversion Notice Date (or a lesser amount if such amount includes all then outstanding Series A Preferred Units) and shall be allocated among the Series A Preferred Unitholders on a Pro Rata basis or on such other basis as may be agreed upon by all Series A Preferred Unitholders.

At the Option of the Partnership. At any time following the fourth second anniversary of the Initial Series A Issuance Date, the Partnership Partnership, in its sole discretion, shall have the option right at any time, but not more than once per Quarter, to convert all or any portion of the then outstanding Series A Preferred Units then outstanding into a number of Common Units determined by multiplying the number of Series A Preferred Units to be converted by the Series A Conversion Rate. Fractional Common Units shall not be issued to any Person person pursuant to this Section 5.14(b)(vi)(B5.11(c)(vii)(B) (each fractional Common Unit shall be rounded down with the remainder being paid an amount in cash based on the Closing Price of Common Units on the Trading Day immediately preceding the Series A Forced Conversion Notice Datesuch date of conversion). Notwithstanding the foregoing, in order for the Partnership to exercise such option:, (1) The Closing Price of the Common Units must be equal to or greater than one hundred fifty percent aggregate market value (150%) of calculated using the Series A Issue Price Average VWAP for the twenty (20) Trading Day period Days immediately preceding the date the Partnership furnishes the Series A Forced Conversion Notice DateNotice) of the Common Units into which the then outstanding Series A Preferred Units are convertible, based on the then applicable Series A Conversion Rate, must be greater than one hundred thirty percent (130%) of the aggregate Series A Issue Price of the then outstanding Series A Preferred Units; (2) The the aggregate market value (calculated using the Closing Price for the last Trading Day immediately preceding the date the Partnership furnishes the Series A Forced Conversion Notice) of the Common Units into which the then outstanding Series A Preferred Units are convertible, based on the then applicable Series A Conversion Rate, must be greater than one hundred thirty percent (130%) of the aggregate Series A Issue Price of the then outstanding Series A Preferred Units; (3) the average daily trading volume of the Common Units on the National Securities Exchange on which the Common Units are then listed or admitted to trading must be equal to or exceed 1,000,000 40,000 (as such amount may be adjusted to reflect any Limited Partner Unit split, combination or similar event) for the twenty (20) Trading Day period immediately preceding the date that the Partnership furnishes the Series A Forced Conversion Notice Date; andNotice; (34) The the Partnership must have an effective registration statement on file with the Commission covering resales of the underlying Common Units to be received upon any such conversion; and (5) the Partnership must have paid any accrued and unpaid distributions on the Series A Preferred Units to the date of conversion; provided, and providedhowever, in each case, that each such conversion by the Partnership shall be for an aggregate amount of Series A Preferred Units involving an underlying value of Common Units of at least $100,000,000 10,000,000 based on the Closing Price of Common Units on the Trading Day immediately preceding the Series A Forced Conversion Notice Date date of such conversion (or a such lesser amount if such amount includes all then outstanding Series A Preferred Units) and shall be allocated among the Series A Preferred Unitholders on a Pro Rata basis or on such other basis as may be agreed upon by all the Series A Preferred Unitholders.

At the Option of the Partnership. At any time following Following the fourth first anniversary of the date of issuance of a Series A Issuance DatePreferred Unit, the Partnership shall have the option at any time, but not more than once per Quarter, to convert all or any a portion of the Series A Preferred Units that were issued on such date and that are then outstanding Outstanding into a number of Common Units determined by multiplying the number of Series A Preferred Units to be converted by the Series A Conversion RateRate at such time; provided, however, that the Partnership shall not be permitted to convert a number of Series A Preferred Units representing in aggregate more than (x) one-third (1/3) of the total Series A Preferred Units issued pursuant to the Series A Purchase Agreement prior to the second (2nd) anniversary of the final date Series A Preferred Units are purchased under the Series A Purchase Agreement (excluding, for this purpose, for the avoidance of doubt, any Series A PIK Units) or (y) two-thirds (2/3) of the total Series A Preferred Units issued pursuant to the Series A Purchase Agreement prior to the third (3rd) anniversary of the final date Series A Preferred Units are purchased under the Series A Purchase Agreement (excluding, for this purpose, for the avoidance of doubt, any Series A PIK Units). Fractional Common Units shall not be issued to any Person pursuant to this Section 5.14(b)(vi)(B5.8(b)(vi)(B) (each fractional Common Unit shall be rounded down with the remainder being paid an amount in cash based on the Closing Price of Common Units on the Trading Day immediately preceding the date on which a Series A Forced Conversion Notice under Section 5.8(b)(vi)(C)(2) is sent (a “Series A Forced Conversion Notice Date”)). Notwithstanding the foregoing, in order for the Partnership to exercise such option: (1) The Closing Price of the Common Units must be equal greater than, (x) with respect to or greater than a Series A Forced Conversion Notice Date occurring prior to the second (2nd) anniversary of the final date Series A Preferred Units are purchased under the Series A Purchase Agreement (excluding, for this purpose, for the avoidance of doubt, any Series A PIK Units), one hundred fifty twenty percent (150120%) of the Series A Issue Price Price, (y) with respect to a Series A Forced Conversion Notice Date occurring on or after the second (2nd) anniversary of the final date Series A Preferred Units are purchased under the Series A Purchase Agreement (excluding, for this purpose, for the avoidance of doubt, any Series A PIK Units) but prior to the third (3rd) anniversary thereof, one hundred thirty percent (130%) of the Series A Issue Price, or (z) with respect to a Series A Forced Conversion Notice Date occurring on or after the third (3rd) anniversary of the final date Series A Preferred Units are purchased under the Series A Purchase Agreement (excluding, for this purpose, for the avoidance of doubt, any Series A PIK Units), one hundred forty percent (140%), of the Series A Issue Price, for at least twenty (20) Trading Days out of the thirty (30) Trading Day period immediately preceding the Series A Forced Conversion Notice Date; (2) The average daily trading volume of the Common Units on the National Securities Exchange on which the Common Units are then listed or admitted to trading must be equal to or exceed 1,000,000 165,000 (as such amount may be adjusted to reflect any Limited Partner Unit split, combination or similar event) for the at least twenty (20) Trading Days out of the thirty (30) Trading Day period immediately preceding the Series A Forced Conversion Notice Date; Date; and (3) The Partnership must have an effective registration statement on file with the Commission covering resales of the underlying Common Units are listed or admitted to be received upon any such conversion, and provided, that each such conversion by the Partnership shall be for an aggregate amount of Series A Preferred Units involving an underlying value of Common Units of at least $100,000,000 based on the Closing Price of Common Units on the Trading Day immediately preceding the Series A Forced Conversion Notice Date (or a lesser amount if such amount includes all then outstanding Series A Preferred Units) and shall be allocated among the Series A Preferred Unitholders trading on a Pro Rata basis or on such other basis as may be agreed upon by all Series A Preferred Unitholders.National Securities Exchange;

At the Option of the Partnership. At any time following the fourth third anniversary of the Series A Issuance Date, the Partnership Partnership, in the General Partner’s sole discretion, shall have the option at any time, but not more than once per Quarter, to convert all or any portion of the Series A Preferred Units then outstanding Outstanding into a number of Common Units determined by multiplying the number of Series A Preferred Units to be converted by the Series A Conversion Rate. Fractional Common Units shall not be issued to any Person person pursuant to this Section 5.14(b)(vi)(B) (each fractional Common Unit shall be rounded down with the remainder being paid an amount in cash based on the Closing Price closing trading price of Common Units on the Trading Day National Securities Exchange on which the Common Units are then listed or admitted to trading on the trading day immediately preceding the Series A Forced Conversion Notice Datesuch date of conversion). Notwithstanding the foregoing, in order for the Partnership to exercise such option:, (1) The Closing Price the closing trading price of the Common Units on the National Securities Exchange on which the Common Units are then listed or admitted to trading must be equal to or greater than one hundred fifty percent (150%) of the Series A Issue Price for the twenty (20) Trading Day period immediately preceding the date the Partnership furnishes the Series A Forced Conversion Notice Date;Notice, (2) The the average daily trading volume of the Common Units on the National Securities Exchange on which the Common Units are then listed or admitted to trading must be equal to or exceed have exceeded 1,000,000 (as such amount may be adjusted to reflect any Limited Partner Unit split, combination or similar event) for the twenty (20) Trading Day period immediately preceding the date the Partnership furnishes the Series A Forced Conversion Notice Date; andNotice; (3) The the Partnership must have an effective registration statement on file with the Commission covering resales of the underlying Common Units to be received upon any such conversion, and and (4) no Series A Trigger Event shall have occurred that is continuing; provided, in each case, that each such conversion by the Partnership shall be for an aggregate amount of Series A Preferred Units (including any Outstanding Series A PIK Units) involving an underlying value of Common Units of at least $100,000,000 500,000,000 based on the Closing Price closing trading price of Common Units on the Trading Day trading day immediately preceding the Series A Forced Conversion Notice Date date of such conversion on the National Securities Exchange on which the Common Units are then listed or admitted to trading (or a such lesser amount if such amount includes all then outstanding Outstanding Series A Preferred Units) and shall be allocated among the Series A Preferred Unitholders on a Pro Rata basis or on such other basis as may be agreed upon by all the Series A Preferred Unitholders.

At the Option of the Partnership. At any time following the fourth anniversary of the Series A Issuance Dateafter April 10, 2021, the Partnership shall have the option option, at any time and from time to time, but not more than once per Quarter, to convert all or any portion of the Series A Preferred Units then outstanding Outstanding into a number of Common Units determined by multiplying the number of Series A Preferred Units to be converted by the Series A Conversion RateRate at such time. Fractional Common Units shall not be issued to any Person pursuant to this Section 5.14(b)(vi)(B5.11(b)(v)(B) (each fractional Common Unit shall be rounded down with to the remainder being paid an amount in cash based on nearest whole Common Unit (and a 0.5 Common Unit shall be rounded to the Closing Price of next higher Common Units on the Trading Day immediately preceding the Series A Forced Conversion Notice DateUnit)). Notwithstanding the foregoing, in order for the Partnership to exercise such option: (1) The Closing Price of the Common Units must be equal to listed or greater than one hundred fifty percent admitted for trading on a National Securities Exchange; (150%2) of the Series A Issue Closing Price must exceed $68.28 for the twenty (20) 20 consecutive Trading Day period Days immediately preceding the Series A Forced Mandatory Conversion Notice Date; (23) The the average daily trading volume of the Common Units on the principal National Securities Exchange on which the Common Units are then listed or admitted to trading must be equal to or exceed 1,000,000 500,000 Common Units (as such amount may be adjusted to reflect any Limited Partner Unit split, combination or similar event) for the twenty (20) 20 consecutive Trading Day period Days immediately preceding the Series A Forced Mandatory Conversion Notice Date; andDate; (34) The the Partnership must have an effective registration statement on file with the Commission covering resales of the underlying Common Units to be received by the applicable Series A Preferred Unitholders upon any such conversion, and provided, that each ; and (5) there are no Series A Unpaid Distributions at such time. Any such conversion by the Partnership shall be for an aggregate amount of Series A Preferred Units involving an underlying value of Common Units of at least $100,000,000 based on the Closing Price of Common Units on the Trading Day immediately preceding the Series A Forced Conversion Notice Date (or a lesser amount if such amount includes all then outstanding Series A Preferred Units) and shall be allocated among the Series A Preferred Unitholders on a Pro Rata basis or on such other basis as may be agreed upon by all Series A Preferred Unitholders. Nothing in this Section 5.11(b)(v)(B), however, is intended to limit or prevent a Series A Preferred Unitholder from electing to convert its Series A Preferred Units into Common Units in accordance with Section 5.11(b)(v)(A), and the Partnership shall not have any right to convert Series A Preferred Units from a Series A Preferred Unitholder to the extent such Series A Preferred Unitholder delivers a valid Series A Conversion Notice covering all of the Series A Preferred Units that are the subject of the applicable Series A Mandatory Conversion Notice to the Partnership prior to the Series A Conversion Date in respect of the applicable Series A Mandatory Conversion Notice.

At the Option of the Partnership. At any time following the fourth anniversary of the Series A Issuance Date, the Partnership shall have the option at any time, but not more than once per Quarter, to convert all or any portion of the Series A Preferred Units then outstanding into a number of Common Units determined by multiplying the number of Series A Preferred Units to be converted by the Series A Conversion Rate. Fractional Common Units shall not be issued to any Person pursuant to this Section 5.14(b)(vi)(B) (each fractional Common Unit shall be rounded down with the remainder being paid an amount in cash based on the Closing Price of Common Units on the Trading Day immediately preceding the Series A Forced Conversion Notice Date). Notwithstanding the foregoing, in order for the Partnership to exercise such option: (1) The Closing Price of the Common Units must be equal to or greater than one hundred fifty percent (150%) of the Series A Issue Price for the twenty (20) 20 Trading Day period immediately preceding the Series A Forced Conversion Notice Date; (2) The average daily trading volume of the Common Units on the National Securities Exchange on which the Common Units are then listed or admitted to trading must be equal to or exceed 1,000,000 (as such amount may be adjusted to reflect any Limited Partner Unit split, combination or similar event) for the twenty (20) 20 Trading Day period immediately preceding the Series A Forced Conversion Notice Date; and (3) The Partnership must have an effective registration statement on file with the Commission covering resales of the underlying Common Units to be received upon any such conversion, and provided, that each such conversion by the Partnership shall be for an aggregate amount of Series A Preferred Units involving an underlying value of Common Units of at least $100,000,000 based on the Closing Price of Common Units on the Trading Day immediately preceding the Series A Forced Conversion Notice Date (or a lesser amount if such amount includes all then outstanding Series A Preferred Units) and shall be allocated among the Series A Preferred Unitholders on a Pro Rata basis or on such other basis as may be agreed upon by all Series A Preferred Unitholders.

At the Option of the Partnership. At any time following the fourth anniversary of the Series A Issuance Date, the Partnership shall have the option at any time, but not more than once per Quarter, to convert all or any portion of the Series A Preferred Units then outstanding Outstanding into a number of Common Units determined by multiplying the number of Series A Preferred Units to be converted by the Series A Conversion Rate. Fractional Common Units shall not be issued to any Person pursuant to this Section 5.14(b)(vi)(B) (each fractional Common Unit shall be rounded down with the remainder being paid an amount in cash based on the Closing Price of Common Units on the Trading Day immediately preceding the Series A Forced Conversion Notice Date). Notwithstanding the foregoing, in order for the Partnership to exercise such option: (1) The Closing Price of the Common Units must be equal to or greater than one hundred fifty percent (150%) of the Series A Issue Price for the twenty (20) Trading Day period immediately preceding the Series A Forced Conversion Notice Date; (2) The average daily trading volume of the Common Units on the National Securities Exchange on which the Common Units are then listed or admitted to trading must be equal to or exceed 1,000,000 (as such amount may be adjusted to reflect any Limited Partner Unit split, combination or similar event) for the twenty (20) Trading Day period immediately preceding the Series A Forced Conversion Notice Date; and (3) The Partnership must have an effective registration statement on file with the Commission covering resales of the underlying Common Units to be received upon any such conversion, and provided, that each such conversion by the Partnership shall be for an aggregate amount of Series A Preferred Units involving an underlying value of Common Units of at least $100,000,000 based on the Closing Price of Common Units on the Trading Day immediately preceding the Series A Forced Conversion Notice Date (or a lesser amount if such amount includes all then outstanding Outstanding Series A Preferred Units) and shall be allocated among the Series A Preferred Unitholders on a Pro Rata basis or on such other basis as may be agreed upon by all Series A Preferred Unitholders.

At the Option of the Partnership. At any time following Following the fourth first anniversary of the date of issuance of a Series A Issuance DatePreferred Unit, the Partnership shall have the option at any time, but not more than once per Quarter, to convert all or any a portion of the Series A Preferred Units that were issued on such date and that are then outstanding Outstanding into a number of Common Units determined by multiplying the number of Series A Preferred Units to be converted by the Series A Conversion RateRate at such time; provided, however, that the Partnership shall not be permitted to convert a number of Series A Preferred Units representing in aggregate more than (x) one-third (1/3) of the total Series A Preferred Units issued pursuant to the Series A Purchase Agreement prior to the second (2nd) anniversary of the final date Series A Preferred Units are purchased under the Series A Purchase Agreement (excluding, for this purpose, for the avoidance of doubt, any Series A PIK Units) or (y) two-thirds (2/3) of the total Series A Preferred Units issued pursuant to the Series A Purchase Agreement prior to the third (3rd) anniversary of the final date Series A Preferred Units are purchased under the Series A Purchase Agreement (excluding, for this purpose, for the avoidance of doubt, any Series A PIK Units). Fractional Common Units shall not be issued to any Person pursuant to this Section 5.14(b)(vi)(B5.8(b)(vi)(B) (each fractional Common Unit shall be rounded down with the remainder being paid an amount in cash based on the Closing Price of Common Units on the Trading Day immediately preceding the date on which a Series A Forced Conversion Notice under Section 5.8(b)(vi)(C)(2) is sent (a “Series A Forced Conversion Notice Date”)). Notwithstanding the foregoing, in order for the Partnership to exercise such option: (1) The Closing Price of the Common Units must be equal greater than, (x) with respect to or greater than a Series A Forced Conversion Notice Date 39 occurring prior to the second (2nd) anniversary of the final date Series A Preferred Units are purchased under the Series A Purchase Agreement (excluding, for this purpose, for the avoidance of doubt, any Series A PIK Units), one hundred fifty twenty percent (150120%) of the Series A Issue Price Price, (y) with respect to a Series A Forced Conversion Notice Date occurring on or after the second (2nd) anniversary of the final date Series A Preferred Units are purchased under the Series A Purchase Agreement (excluding, for this purpose, for the avoidance of doubt, any Series A PIK Units) but prior to the third (3rd) anniversary thereof, one hundred thirty percent (130%) of the Series A Issue Price, or (z) with respect to a Series A Forced Conversion Notice Date occurring on or after the third (3rd) anniversary of the final date Series A Preferred Units are purchased under the Series A Purchase Agreement (excluding, for this purpose, for the avoidance of doubt, any Series A PIK Units), one hundred forty percent (140%), of the Series A Issue Price, for at least twenty (20) Trading Days out of the thirty (30) Trading Day period immediately preceding the Series A Forced Conversion Notice Date; (2) The average daily trading volume of the Common Units on the National Securities Exchange on which the Common Units are then listed or admitted to trading must be equal to or exceed 1,000,000 165,000 (as such amount may be adjusted to reflect any Limited Partner Unit split, combination or similar event) for the at least twenty (20) Trading Days out of the thirty (30) Trading Day period immediately preceding the Series A Forced Conversion Notice Date; Date; and (3) The Partnership must have an effective registration statement on file with the Commission covering resales of the underlying Common Units are listed or admitted to be received upon any such conversion, and provided, trading on a National Securities Exchange; provided that each such conversion by the Partnership shall be for an aggregate amount of Series A Preferred Units involving an underlying value of Common Units of at least $100,000,000 50 million based on the Closing Price of Common Units on the Trading Day immediately preceding the Series A Forced Conversion Notice Date (or a lesser amount if such amount includes all then outstanding Outstanding Series A Preferred Units) and shall be allocated among the Series A Preferred Unitholders on a Pro Rata basis or on such other basis as may be agreed upon by all Series A Preferred Unitholders.

At the Option of the Partnership. At any time following the fourth anniversary of the Series A Issuance Dateafter October 6, 2020, the Partnership shall have the option option, at any time and from time to time, but not more than once per Quarter, to convert all or any portion of the Series A Preferred Units then outstanding Outstanding into a number of Common Units determined by multiplying the number of Series A Preferred Units to be converted by the Series A Mandatory Conversion RateRate at such time. Fractional Common Units shall not be issued to any Person pursuant to this Section 5.14(b)(vi)(B5.11(b)(v)(B) (each fractional Common Unit shall be rounded down with to the remainder being paid an amount in cash based on nearest whole Common Unit (and a 0.5 Common Unit shall be rounded to the Closing Price of next higher Common Units on the Trading Day immediately preceding the Series A Forced Conversion Notice DateUnit)). Notwithstanding the foregoing, in order for the Partnership to exercise such option: (1i) The Closing Price of the Common Units must be equal to listed or greater than one hundred fifty percent admitted for trading on a National Securities Exchange; (150%ii) of the Series A Issue Price Average VWAP for the twenty (20) 20 Trading Day period immediately preceding the Series A Forced Mandatory Conversion Notice DateDate must be greater than $73.2645; (2iii) The the average daily trading volume of the Common Units on the principal National Securities Exchange on which the Common Units are then listed or admitted to trading must be equal to or exceed 1,000,000 100,000 Common Units (as such amount may be adjusted to reflect any Limited Partner Unit split, combination or similar event) for the twenty (20) 20 Trading Day period immediately preceding the Series A Forced Mandatory Conversion Notice Date; Date; and (3iv) The the Partnership must have an effective registration statement on file with the Commission covering resales of the underlying Common Units to be received by the applicable Series A Preferred Unitholders upon any such conversion, and ; provided, however, that each such conversion by the Partnership shall not be for entitled to exercise such option unless such conversion will involve an aggregate amount number of Series A Preferred Units involving with an underlying value of Common Units of at least equal to or greater than $100,000,000 50 million based on the Closing Price of Common Units on the Trading Day immediately preceding the Series A Forced Conversion Notice Date Issue Price (or a lesser amount underlying value if such amount includes conversion will result in the conversion of all of the then outstanding Outstanding Series A Preferred Units) and ). Any such conversion shall be allocated among the Series A Preferred Unitholders on a Pro Rata basis or on such other basis as may be agreed upon by all Series A Preferred Unitholders. Nothing in this Section 5.11(b)(v)(B), however, is intended to limit or prevent a Series A Preferred Unitholder from electing to convert its Series A Preferred Units into Common Units in accordance with Section 5.11(b)(v)(A), and the Partnership shall not have any right to convert Series A Preferred Units from a Series A Preferred Unitholder to the extent such Series A Preferred Unitholder delivers a valid Series A Conversion Notice covering all of the Series A Preferred Units that are the subject of the applicable Series A Mandatory Conversion Notice to the Partnership prior to the Series A Conversion Date in respect of the applicable Series A Mandatory Conversion Notice.

At the Option of the Partnership. At any time following In the fourth anniversary event that (A) a number of Series A Preferred Units equal to 50% or more of the cumulative number of Series A Preferred Units issued on the Series A Issuance DateClosing Date and upon conversion of the Convertible Debentures (only to the extent such Convertible Debentures have converted into Series A Preferred Units) are converted into Common Units pursuant to Section 5.12(c)(i) and there are no Series A Cumulative Distribution Arrearages or (B) the As-Converted Distribution Amount with respect to the two-Quarter period immediately preceding such date equaled or exceeded the actual distribution of Available Cash from Operating Surplus for such period under Section 6.4 for each Outstanding Series A Preferred Unit at a time when there are no Series A Cumulative Distribution Arrearages and there has been a Class Action Litigation Resolution, then, in either case, the Partnership shall have the option at any timetime and from time to time to convert all, but not more less than once per Quarterall, to convert all or any portion of the Series A Preferred Units then outstanding Outstanding into a number of Common Units determined by multiplying dividing the product of the Series A Issue Price and the number of Series A Preferred Units to be converted then Outstanding by the Series A Conversion RatePrice. Fractional To convert Series A Preferred Units into Common Units shall not be issued to any Person pursuant to this Section 5.14(b)(vi)(B5.12(c)(ii), the Partnership shall give written notice (a “Series A Forced Conversion Notice”, and the date such notice is received, a “Series A Forced Conversion Notice Date”) to each holder of Series A Preferred Units stating that the Partnership elects to force conversion of such Series A Preferred Units pursuant to this Section 5.12(c)(ii) and shall state therein (each fractional Common Unit shall be rounded down with i) the remainder being paid an amount in cash based Series A Conversion Price on the Closing Price of Common Units on the Trading Day immediately preceding the Series A Forced Conversion Notice Date). Notwithstanding , and (ii) the foregoing, in order for the Partnership to exercise such option: (1) The Closing Price Partnership’s computation of the Common Units must be equal to or greater than one hundred fifty percent (150%) number of the Series A Issue Price for the twenty (20) Trading Day period immediately preceding the Series A Forced Conversion Notice Date; (2) The average daily trading volume of the Common Units on the National Securities Exchange on which the Common Units are then listed or admitted to trading must be equal to or exceed 1,000,000 (as such amount may be adjusted to reflect any Limited Partner Unit split, combination or similar event) for the twenty (20) Trading Day period immediately preceding the Series A Forced Conversion Notice Date; and (3) The Partnership must have an effective registration statement on file with the Commission covering resales of the underlying Common Units to be received upon any such conversion, and provided, that each such conversion by the Partnership shall be for an aggregate amount of Series A Preferred Units involving an underlying value of Common Units of at least $100,000,000 based on the Closing Price of Common Units on the Trading Day immediately preceding holder upon the Series A Forced Conversion Notice Date (or a lesser amount if such amount includes all then outstanding Series A Preferred Units) and shall be allocated among the Series A Preferred Unitholders on a Pro Rata basis or on such other basis as may be agreed upon by all Series A Preferred UnitholdersDate.

At the Option of the Partnership. At any time following on or after the fourth second anniversary of the Series A Issuance Date, the Partnership shall have the option option, at any time, but not more than once per Quarter, to convert all or any portion of the Series A Preferred Units then outstanding Outstanding into a number of Common Units determined by multiplying the number of Series A Preferred Units to be converted by the Series A Conversion RateRate at such time. Fractional Common Units shall not be issued to any Person pursuant to this Section 5.14(b)(vi)(B) (each 5.12(b)(v)(B); provided, however, that instead of issuing any fractional Common Unit, the Partnership shall round down the number of Common Units issued to any applicable Series A Preferred Unitholder to the nearest whole number and pay cash to such Person in lieu of issuing such fractional Common Unit shall be rounded down (with the remainder amount of such cash payment being paid an amount in cash based on equal to the Closing Price of Common Units on such fractional interest multiplied by the Trading Day immediately preceding the Series A Forced Conversion Notice DatePrice). Notwithstanding the foregoing, in order for the Partnership to exercise such option: (1) The such conversion must involve an aggregate number of Series A Preferred Units with an underlying value of Common Units equal to or greater than $10 million based on the Closing Price of Common Units on the Trading Day immediately preceding the Series A Mandatory Conversion Notice Date (or such lesser amount to the extent such exercise covers all of the Series A Preferred Units of such Series A Preferred Unitholder and its Affiliates); (2) the Common Units must be listed for, or admitted to, trading on a National Securities Exchange; (3) the Closing Price of the Common Units must be equal to or greater than one hundred fifty percent (150%) of the Series A Issue Price for the twenty (20) Trading Day period immediately preceding the Series A Forced Conversion Notice Date; (2) The average daily trading volume of the Common Units on the principal National Securities Exchange on which the Common Units are then listed for, or admitted to to, trading must be equal to exceed 160% of the Conversion Price for any 20 Trading Days during the 30-Trading Day period immediately preceding the Series A Mandatory Conversion Notice Date; (4) the average daily trading volume of the Common Units on the principal National Securities Exchange on which the Common Units are then listed for, or admitted to, trading must exceed 1,000,000 100,000 Common Units (as such amount may be adjusted to reflect any Limited Partner Unit split, combination or similar event) for the twenty 60 Trading Days immediately preceding the Series A Mandatory Conversion Notice Date; (205) the Partnership shall not have repurchased on any day in the 30-Trading Day period immediately preceding the Series A Forced Mandatory Conversion Notice Date; Date more than 10% of the 30-day trailing average trading volume of the Common Units on the principal National Securities Exchange on which the Common Units are then listed for, or admitted to, trading (calculated as of the Series A Mandatory Conversion Notice Date); and (36) The the Partnership must have an effective registration statement on file with the Commission covering resales of the underlying Common Units to be received by the applicable Series A Preferred Unitholders upon any such conversion. Nothing in this Section 5.12(b)(v)(B), and providedhowever, that each such conversion by the Partnership shall be for an aggregate amount of is intended to limit or prevent a Series A Preferred Unitholder from electing to convert its Series A Preferred Units involving an underlying value of into Common Units of at least $100,000,000 based on in accordance with Section 5.12(b)(v)(A), and the Closing Price of Common Units on the Trading Day immediately preceding the Series A Forced Conversion Notice Date (or a lesser amount if such amount includes all then outstanding Partnership shall not have any right to convert Series A Preferred Units) and shall be allocated among Units from a Series A Preferred Unitholder to the extent such Series A Preferred Unitholder validly delivers to the Partnership a valid Series A Conversion Notice covering all of the Series A Preferred Unitholders on a Pro Rata basis or on such other basis as may be agreed upon by all Units that are the subject of the applicable Series A Preferred UnitholdersMandatory Conversion Notice prior to the Series A Conversion Date in respect of the applicable Series A Mandatory Conversion Notice.

At the Option of the Partnership. At any time following on or after the fourth second anniversary of the Series A Issuance Date, the Partnership shall have the option option, at any time, but not more than once per Quarter, to convert all or any portion of the Series A Preferred Units then outstanding Outstanding into a number of Common Units determined by multiplying the number of Series A Preferred Units to be converted by the Series A Conversion RateRate at such time. Fractional Common Units shall not be issued to any Person pursuant to this Section 5.14(b)(vi)(B) (each 5.12(b)(v)(B); provided, however, that instead of issuing any fractional Common Unit, the Partnership shall round down the number of Common Units issued to any applicable Series A Preferred Unitholder to the nearest whole number and pay cash to such Person in lieu of issuing such fractional Common Unit shall be rounded down (with the remainder amount of such cash payment being paid an amount in cash based on equal to the Closing Price of Common Units on such fractional interest multiplied by the Trading Day immediately preceding the Series A Forced Conversion Notice DatePrice). Notwithstanding the foregoing, in order for the Partnership to exercise such option: (1) The such conversion must involve an aggregate number of Series A Preferred Units with an underlying value of Common Units equal to or greater than $10 million based on the Closing Price of Common Units on the Trading Day immediately preceding the Series A Mandatory Conversion Notice Date (or such lesser amount to the extent such exercise covers all of the Series A Preferred Units of such Series A Preferred Unitholder and its Affiliates); (2) the Common Units must be listed for, or admitted to, trading on a National Securities Exchange; (3) the Closing Price of the Common Units must be equal to or greater than one hundred fifty percent (150%) of the Series A Issue Price for the twenty (20) Trading Day period immediately preceding the Series A Forced Conversion Notice Date; (2) The average daily trading volume of the Common Units on the principal National Securities Exchange on which the Common Units are then listed for, or admitted to to, trading must be equal to exceed 160% of the Conversion Price for any 20 Trading Days during the 30-Trading Day period immediately preceding the Series A Mandatory Conversion Notice Date; (4) the average daily trading volume of the Common Units on the principal National Securities Exchange on which the Common Units are then listed for, or admitted to, trading must exceed 1,000,000 100,000 Common Units (as such amount may be adjusted to reflect any Limited Partner Unit split, combination or similar event) for the twenty 60 Trading Days immediately preceding the Series A Mandatory Conversion Notice Date; (205) the Partnership shall not have repurchased on any day in the 30-Trading Day period immediately preceding the Series A Forced Mandatory Conversion Notice Date; Date more than 10% of the 30-day trailing average trading volume of the Common Units on the principal National Securities Exchange on which the Common Units are then listed for, or admitted to, trading (calculated as of the Series A Mandatory Conversion Notice Date); and (36) The the Partnership must have an effective registration statement on file with the Commission covering resales of the underlying Common Units to be received by the applicable Series A Preferred Unitholders upon any such conversion, and ; provided, however, that each such conversion by the Partnership shall be for an aggregate amount of not have the right to convert any Series A Preferred Units involving an underlying value of Common Units of at least $100,000,000 based on the Closing Price of Common Units on the Trading Day immediately preceding the Series A Forced Conversion Notice Date (or a lesser amount if such amount includes all then outstanding Series A Preferred UnitsUnitholder unless the Partnership simultaneously makes the allocation under Section 6.1(c)(ix) so that the Capital Account of each Series A Conversion Unit being converted equals that of the initial Outstanding Common Unit. Nothing in this Section 5.12(b)(v)(B), however, is intended to limit or prevent a Series A Preferred Unitholder from electing to convert its Series A Preferred Units into Common Units in accordance with Section 5.12(b)(v)(A), and the Partnership shall be allocated among not have any right to convert Series A Preferred Units from a Series A Preferred Unitholder to the extent such Series A Preferred Unitholder validly delivers to the Partnership a valid Series A Conversion Notice covering all of the Series A Preferred Unitholders on a Pro Rata basis or on such other basis as may be agreed upon by all Units that are the subject of the applicable Series A Preferred UnitholdersMandatory Conversion Notice prior to the Series A Conversion Date in respect of the applicable Series A Mandatory Conversion Notice.

At the Option of the Partnership. At any time following after the fourth third anniversary of the Series A Issuance Initial Closing Date, the Partnership shall have the option option, at any time and from time to time, but not more than once per Quarter, to convert all or any portion of the Series A Preferred Units then outstanding Outstanding into a number of Common Units determined by multiplying the number of Series A Preferred Units to be converted by the Series A Conversion RateRate at such time. Fractional Common Units shall not be issued to any Person pursuant to this Section 5.14(b)(vi)(B5.11(e)(ii) (each fractional Common Unit shall be rounded down with to the remainder being paid an amount in cash based on nearest whole Common Unit (and a 0.5 Common Unit shall be rounded to the Closing Price of next higher Common Units on the Trading Day immediately preceding the Series A Forced Conversion Notice DateUnit)). Notwithstanding the foregoing, in order for the Partnership to exercise such option: (1A) The the Common Units must be listed for, or admitted to, trading on a National Securities Exchange; (B) the Closing Price of the Common Units must be equal to or greater than one hundred fifty percent (150%) of the Series A Issue Price for the twenty (20) Trading Day period immediately preceding the Series A Forced Conversion Notice Date; (2) The average daily trading volume of the Common Units on the principal National Securities Exchange on which the Common Units are then listed for, or admitted to to, trading must be equal to exceed 120% of the applicable Series A Issue Price for each of the 20 Trading Days immediately preceding the Series A Mandatory Conversion Notice Date; (C) the average daily trading volume of the Common Units on the principal National Securities Exchange on which the Common Units are then listed for, or admitted to, trading must exceed 1,000,000 12,000 Common Units (as such amount may be adjusted to reflect any Limited Partner Unit split, combination or similar event) for each of the twenty (20) 20 Trading Day period Days immediately preceding the Series A Forced Mandatory Conversion Notice Date; Date; and (3D) The the Partnership must have an effective registration statement on file with the Commission covering resales of the underlying Common Units to be received by the applicable Series A Preferred Unitholders upon any such conversion, and ; provided, however, that each such conversion by the Partnership shall be for an aggregate amount of may only convert Series A Preferred Units involving pursuant to this Section 5.11(e)(ii) with an underlying value of Common Units of at least $100,000,000 10 million based on the Closing Price of the Common Units on the Trading Day immediately preceding the Series A Forced Mandatory Conversion Notice Date (or a lesser amount if Date. Any such amount includes all then outstanding Series A Preferred Units) and conversion shall be allocated among the Series A Preferred Unitholders on a Pro Rata basis or on such other basis as may be agreed upon by all Series A Preferred Unitholders. Nothing in this Section 5.11(e) is intended to limit or prevent the Partnership, on the one hand, or a Series A Preferred Unitholder, on the other hand, from electing to convert the Series A Preferred Units into Common Units in accordance with Section 5.11(e), and the non-electing party shall not have any right to convert Series A Preferred Units to the extent the electing party validly delivers to the non-electing party a valid Series A Mandatory Conversion Notice or Series A Conversion Notice, as the case may be, covering all of the Series A Preferred Units that are the subject of the applicable Series A Conversion Notice or Series A Mandatory Conversion Notice, as the case may be, prior to the Series A Conversion Date or the Series A Mandatory Conversion Notice Date, as the case may be, in respect of the applicable Series A Conversion Date or the Series A Mandatory Conversion Notice Date, as the case may be.

At the Option of the Partnership. At any time following In the fourth anniversary of the Series A Issuance Date, the Partnership shall have the option at any time, but not more than once per Quarter, to convert all or any portion of the Series A Preferred Units then outstanding into event that (A) a number of Common Units determined by multiplying the number of Series A Preferred Units equal to be converted by 50% or more of the cumulative number of Series A Preferred Units issued on the Series A Conversion Rate. Fractional Closing Date and upon conversion of the Convertible Debentures (only to the extent such Convertible Debentures have converted into Series A Preferred Units) less the number of Repurchased Preferred Units are converted into Common Units shall not be issued to any Person pursuant to this Section 5.14(b)(vi)(B5.12(c)(i) (each fractional Common Unit shall be rounded down with the remainder being paid an amount in cash based on the Closing Price of Common Units on the Trading Day immediately preceding the and there are no Series A Forced Conversion Notice Date). Notwithstanding Cumulative Distribution Arrearages or (B) the foregoing, in order for As-Converted Distribution Amount with respect to the Partnership to exercise such option: (1) The Closing Price of the Common Units must be equal to or greater than one hundred fifty percent (150%) of the Series A Issue Price for the twenty (20) Trading Day two-Quarter period immediately preceding such date equaled or exceeded the actual distribution of Available Cash from Operating Surplus for such period under Section 6.4 for each Outstanding Series A Forced Conversion Notice Date; Preferred Unit at a time when there are no Series A Cumulative Distribution Arrearages and there has been a Class Action Litigation Resolution or (2C) The at any time on or after October 25, 2015, (x) the daily volume-weighted average daily trading volume price of the Common Units on the National Securities Exchange on which the Common Units are then listed or admitted to trading must be equal to or exceed 1,000,000 is greater than one hundred thirty percent (as such amount may be adjusted to reflect any Limited Partner Unit split, combination or similar event130%) of the Series A Conversion Price for twenty out of the twenty (20) trailing thirty Trading Day period immediately preceding Days ending two Trading Days before the Partnership furnishes the Series A Forced Conversion Notice Date; and discussed below and (3y) The Partnership must have an effective registration statement the average trading volume of Common Units on file with the Commission covering resales National Securities Exchange upon which such Common Units are listed or admitted to trading has exceeded 20,000 Common Units for twenty of the underlying Common Units to be received upon trailing thirty Trading Days ending two Trading Days before the Partnership furnishes the Series A Forced Conversion Notice, as adjusted for events specified in Section 5.12(c)(iv), then, in any such conversioncase, and provided, that each such conversion by the Partnership shall be for an aggregate amount have the option at any time and from time to time to convert all, but not less than all, of the Series A Preferred Units then Outstanding into a number of Common Units determined by dividing the product of the Series A Issue Price and the number of Series A Preferred Units involving an underlying value of then Outstanding by the Series A Conversion Price. To convert Series A Preferred Units into Common Units pursuant to this Section 5.12(c)(ii), the Partnership shall give written notice (a “Series A Forced Conversion Notice”, and the date such notice is received, a “Series A Forced Conversion Notice Date”) to each Record Holder of at least $100,000,000 based Series A Preferred Units, or cause DTC to send notice to its participants that own Series A Preferred Units, stating that the Partnership elects to force conversion of such Series A Preferred Units pursuant to this Section 5.12(c)(ii) and shall state therein (i) the Series A Conversion Price on the Closing Price of Common Units on the Trading Day immediately preceding the Series A Forced Conversion Notice Date Date, and (or a lesser amount if such amount includes all then outstanding Series A Preferred Unitsii) and shall the Partnership’s computation of the number of Common Units to be allocated among received by the holder upon the Series A Preferred Unitholders on a Pro Rata basis or on such other basis as may be agreed upon by all Series A Preferred UnitholdersConversion Date.

At the Option of the Partnership. At any time following Following the fourth first anniversary of the date of issuance of a Series A Issuance DatePreferred Unit, the Partnership shall have the option at any time, but not more than once per Quarter, to convert all or any a portion of the Series A Preferred Units that were issued on such date and that are then outstanding Outstanding into a number of Common Units determined by multiplying the number of Series A Preferred Units to be converted by the Series A Conversion RateRate at such time; provided, however, that the Partnership shall not be permitted to convert a number of Series A Preferred Units representing in aggregate more than (x) one-third (1/3) of the total Series A Preferred Units issued pursuant to the Series A Purchase Agreement prior to the second (2nd) anniversary of the final date Series A Preferred Units are purchased under the Series A Purchase Agreement (excluding, for this purpose, for the avoidance of doubt, any Series A PIK Units) or (y) two-thirds (2/3) of the total Series A Preferred Units issued pursuant to the Series A Purchase Agreement prior to the third (3rd) anniversary of the final date Series A Preferred Units are purchased under the Series A Purchase Agreement (excluding, for this purpose, for the avoidance of doubt, any Series A PIK Units). Fractional Common Units shall not be issued to any Person pursuant to this Section 5.14(b)(vi)(B5.8(b)(vi)(B) (each fractional Common Unit shall be rounded down with the remainder being paid an amount in cash based on the Closing Price of Common Units on the Trading Day immediately preceding the date on which a Series A Forced Conversion Notice under Section 5.8(b)(vi)(C)(2) is sent (a “Series A Forced Conversion Notice Date”)). Notwithstanding the foregoing, in order for the Partnership to exercise such option: (1) The Closing Price of the Common Units must be equal greater than, (x) with respect to or greater than a Series A Forced Conversion Notice Date occurring prior to the second (2nd) anniversary of the final date Series A Preferred Units are purchased under the Series A Purchase Agreement (excluding, for this purpose, for the avoidance of doubt, any Series A PIK Units), one hundred fifty twenty percent (150120%) of the Series A Issue Price Price, (y) with respect to a Series A Forced Conversion Notice Date occurring on or after the second (2nd) anniversary of the final date Series A Preferred Units are purchased under the Series A Purchase Agreement (excluding, for this purpose, for the avoidance of doubt, any Series A PIK Units) but prior to the third (3rd) anniversary thereof, one hundred thirty percent (130%) of the Series A Issue Price, or (z) with respect to a Series A Forced Conversion Notice Date occurring on or after the third (3rd) anniversary of the final date Series A Preferred Units are purchased under the Series A Purchase Agreement (excluding, for this purpose, for the avoidance of doubt, any Series A PIK Units), one hundred forty percent (140%), of the Series A Issue Price, for at least twenty (20) Trading Days out of the thirty (30) Trading Day period immediately preceding the Series A Forced Conversion Notice Date; (2) The average daily trading volume of the Common Units on the National Securities Exchange on which the Common Units are then listed or admitted to trading must be equal to or exceed 1,000,000 165,000 (as such amount may be adjusted to reflect any Limited Partner Unit split, combination or similar event) for the at least twenty (20) Trading Days out of the thirty (30) Trading Day period immediately preceding the Series A Forced Conversion Notice Date; Date; and (3) The Partnership must have an effective registration statement on file with the Commission covering resales of the underlying Common Units are listed or admitted to be received upon any such conversion, and provided, trading on a National Securities Exchange; provided that each such conversion by the Partnership shall be for an aggregate amount of Series A Preferred Units involving an underlying value of Common Units of at least $100,000,000 50 million based on the Closing Price of Common Units on the Trading Day immediately preceding the Series A Forced Conversion Notice Date (or a lesser amount if such amount includes all then outstanding Outstanding Series A Preferred Units) and shall be allocated among the Series A Preferred Unitholders on a Pro Rata basis or on such other basis as may be agreed upon by all Series A Preferred Unitholders.

At the Option of the Partnership. At any time following the fourth anniversary of the Series A Issuance DateDecember 1, 2019, the Partnership shall have the option at any time, but not more than once per Quarter, to convert all or any portion of the Series A Preferred Units then outstanding Outstanding into a number of Common Units determined by multiplying the number of Series A Preferred Units to be converted by the Series A Conversion RateRate at such time. Fractional Common Units shall not be issued to any Person pursuant to this Section 5.14(b)(vi)(B5.11(b)(vi)(B) (each fractional Common Unit shall be rounded down with the remainder being paid an amount in cash based on the Closing DOMINION MIDSTREAM PARTNERS, LP SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP Price of Common Units on the Trading Day immediately preceding the Series A Forced Conversion Notice Date). Notwithstanding the foregoing, in order for the Partnership to exercise such option: (1) The Closing Price of the Common Units must be equal to or greater than one hundred fifty forty percent (150140%) of the Series A Issue Price for the twenty (20) 20 Trading Day period immediately preceding the Series A Forced Conversion Notice Date; (2) The average daily trading volume of the Common Units on the National Securities Exchange on which the Common Units are then listed or admitted to trading must be equal to or exceed 1,000,000 100,000 (as such amount may be adjusted to reflect any Limited Partner Unit split, combination or similar event) for the twenty (20) 20 Trading Day period immediately preceding the Series A Forced Conversion Notice Date; Date; (3) The Common Units are listed or admitted to trading on a National Securities Exchange; and (34) The Partnership must have an effective registration statement on file with the Commission covering resales of the underlying Common Units to be received upon any such conversion, and ; provided, that each such conversion by the Partnership shall be for an aggregate amount of Series A Preferred Units involving an underlying value of Common Units of at least $100,000,000 100 million based on the Closing Price of Common Units on the Trading Day immediately preceding the Series A Forced Conversion Notice Date (or a lesser amount if such amount includes all then outstanding Outstanding Series A Preferred Units) and shall be allocated among the Series A Preferred Unitholders (or the Series A Preferred Unitholders excluding DRI and its Affiliates, as elected by the Partnership) on a Pro Rata basis or on such other basis as may be agreed upon by all Series A Preferred Unitholders.

At the Option of the Partnership. At any time following the fourth second anniversary of the Initial Series A Issuance Date, the Partnership Partnership, in its sole discretion, shall have the option right at any time, but not more than once per Quarter, to convert all or any portion of the then outstanding Series A Preferred Units then outstanding into a number of Common Units determined by multiplying the number of Series A Preferred Units to be converted by the Series A Conversion Rate. Fractional Common Units shall not be issued to any Person person pursuant to this Section 5.14(b)(vi)(B5.11(c)(vii)(B) (each fractional Common Unit shall be rounded down with the remainder being paid an amount in cash based on the Closing Price of Common Units on the Trading Day immediately preceding the Series A Forced Conversion Notice Datesuch date of conversion). Notwithstanding the foregoing, in order for the Partnership to exercise such option:, (1) The Closing Price of the Common Units must be equal to or greater than one hundred fifty percent aggregate market value (150%) of the Series A Issue Price for the twenty (20) Trading Days out of the thirty (30) Trading Day period immediately preceding the date the Partnership furnishes the Series A Forced Conversion Notice DateNotice) of the Common Units into which the then outstanding Series A Preferred Units are convertible, based on the then applicable Conversion Rate, must be greater than one hundred thirty percent (130%) of the aggregate Series A Issue Price of the then outstanding Series A Preferred Units; (2) The the average daily trading volume of the Common Units on the National Securities Exchange on which the Common Units are then listed or admitted to trading must be equal to or exceed 1,000,000 30,000 (as such amount may be adjusted to reflect any Limited Partner Unit split, combination or similar event) for the twenty (20) Trading Day period immediately preceding the date that the Partnership furnishes the Series A Forced Conversion Notice Date; andNotice; (3) The the Partnership must have an effective registration statement on file with the Commission covering resales of the underlying Common Units to be received upon any such conversion, and provided, that each such conversion by ; and (4) the Partnership shall be for an aggregate amount of must have paid any accrued and unpaid distributions on the Series A Preferred Units involving an underlying value to the date of Common Units of at least $100,000,000 based on the Closing Price of Common Units on the Trading Day immediately preceding the Series A Forced Conversion Notice Date (or a lesser amount if such amount includes all then outstanding Series A Preferred Units) and shall be allocated among the Series A Preferred Unitholders on a Pro Rata basis or on such other basis as may be agreed upon by all Series A Preferred Unitholders.conversion;

At the Option of the Partnership. At any time following the fourth anniversary of the Series A Issuance DateDecember 1, 2019, the Partnership shall have the option at any time, but not more than once per Quarter, to convert all or any portion of the Series A Preferred Units then outstanding Outstanding into a number of Common Units determined by multiplying the number of Series A Preferred Units to be converted by the Series A Conversion RateRate at such time. Fractional Common Units shall not be issued to any Person pursuant to this Section 5.14(b)(vi)(B5.11(b)(vi)(B) (each fractional Common Unit shall be rounded down with the remainder being paid an amount in cash based on the Closing Price of Common Units on the Trading Day immediately preceding the Series A Forced Conversion Notice Date). Notwithstanding the foregoing, in order for the Partnership to exercise such option: (1) The Closing Price of the Common Units must be equal to or greater than one hundred fifty forty percent (150140%) of the Series A Issue Price for the twenty (20) 20 Trading Day period immediately preceding the Series A Forced Conversion Notice Date; (2) The average daily trading volume of the Common Units on the National Securities Exchange on which the Common Units are then listed or admitted to trading must be equal to or exceed 1,000,000 100,000 (as such amount may be adjusted to reflect any Limited Partner Unit split, combination or similar event) for the twenty (20) 20 Trading Day period immediately preceding the Series A Forced Conversion Notice Date; Date; (3) The Common Units are listed or admitted to trading on a National Securities Exchange; and (34) The Partnership must have an effective registration statement on file with the Commission covering resales of the underlying Common Units to be received upon any such conversion, and ; provided, that each such conversion by the Partnership shall be for an aggregate amount of Series A Preferred Units involving an underlying value of Common Units of at least $100,000,000 100 million based on the Closing Price of Common Units on the Trading Day immediately preceding the Series A Forced Conversion Notice Date (or a lesser amount if such amount includes all then outstanding Outstanding Series A Preferred Units) and shall be allocated among the Series A Preferred Unitholders (or the Series A Preferred Unitholders excluding DEI and its Affiliates, as elected by the Partnership) on a Pro Rata basis or on such other basis as may be agreed upon by all Series A Preferred Unitholders.

At the Option of the Partnership. At any time following the fourth anniversary of the Series A Issuance Date, the Partnership shall have the option at any time, but not more than once per Quarter, to convert all or any portion of the Series A Preferred Units then outstanding into a number of Common Units determined by multiplying the number of Series A Preferred Units to be converted by the Series A Conversion Rate. Fractional Common Units shall not be issued to any Person pursuant to this Section 5.14(b)(vi)(B) (each fractional Common Unit shall be rounded down with the remainder being paid an amount in cash based on the Closing Price of Common Units on the Trading Day immediately preceding the Series A Forced Conversion Notice Date). Notwithstanding the foregoing, in order for the Partnership to exercise such option: (1) The Closing Price of the Common Units must be equal to or greater than one hundred fifty percent (150%) of the Series A Issue Price for the twenty (20) 20 Trading Day period immediately preceding the Series A Forced Conversion Notice Date; (2) The average daily trading volume of the Common Units on the National Securities Exchange on which the Common Units are then listed or admitted to trading must be equal to or exceed 1,000,000 (as such amount may be adjusted to reflect any Limited Partner Unit split, combination or similar event) for the twenty (20) 20 Trading Day period immediately preceding the Series A Forced Conversion Notice Date; Date; and (3) The Partnership must have an effective registration statement on file with the Commission covering resales of the underlying Common Units to be received upon any such conversion, and provided, that each such conversion by the Partnership shall be for an aggregate amount of Series A Preferred Units involving an underlying value of Common Units of at least $100,000,000 based on the Closing Price of Common Units on the Trading Day immediately preceding the Series A Forced Conversion Notice Date (or a lesser amount if such amount includes all then outstanding Series A Preferred Units) and shall be allocated among the Series A Preferred Unitholders on a Pro Rata basis or on such other basis as may be agreed upon by all Series A Preferred Unitholders.

At the Option of the Partnership. At any time following on or after the fourth second anniversary of the Series A Issuance Date, the Partnership shall have the option option, at any time, but not more than once per Quarter, to convert all or any portion of the Series A Preferred Units then outstanding Outstanding into a number of Common Units determined by multiplying the number of Series A Preferred Units to be converted by the Series A Conversion RateRate at such time. Fractional Common Units shall not be issued to any Person pursuant to this Section 5.14(b)(vi)(BParagraph 8(b) (each of this Supplemental Terms Annex; provided, however, that instead of issuing any fractional Common Unit, the Partnership shall round down the number of Common Units issued to any applicable Series A Preferred Unitholder to the nearest whole number and pay cash to such Person in lieu of issuing such fractional Common Unit shall be rounded down (with the remainder amount of such cash payment being paid an amount in cash based on equal to the Closing Price of Common Units on such fractional interest multiplied by the Trading Day immediately preceding the Series A Forced Conversion Notice DatePrice). Notwithstanding the foregoing, in order for the Partnership to exercise such option: (1i) The such conversion must involve an aggregate number of Series A Preferred Units with an underlying value of Common Units equal to or greater than $10 million based on the Closing Price of Common Units on the Trading Day immediately preceding the Series A Mandatory Conversion Notice Date (or such lesser amount to the extent such exercise covers all of the Series A Preferred Units of such Series A Preferred Unitholder and its Affiliates); (ii) the Common Units must be listed for, or admitted to, trading on a National Securities Exchange; (iii) the Closing Price of the Common Units must be equal to or greater than one hundred fifty percent (150%) of the Series A Issue Price for the twenty (20) Trading Day period immediately preceding the Series A Forced Conversion Notice Date; (2) The average daily trading volume of the Common Units on the principal National Securities Exchange on which the Common Units are then listed for, or admitted to to, trading must be equal to exceed 160% of the Conversion Price for any 20 Trading Days during the 30-Trading Day period immediately preceding the Series A Mandatory Conversion Notice Date; (iv) the average daily trading volume of the Common Units on the principal National Securities Exchange on which the Common Units are then listed for, or admitted to, trading must exceed 1,000,000 100,000 Common Units (as such amount may be adjusted to reflect any Limited Partner Unit split, combination or similar event) for the twenty 60 Trading Days immediately preceding the Series A Mandatory Conversion Notice Date; (20v) the Partnership shall not have repurchased on any day in the 30-Trading Day period immediately preceding the Series A Forced Mandatory Conversion Notice Date; Date more than 10% of the 30-day trailing average trading volume of the Common Units on the principal National Securities Exchange on which the Common Units are then listed for, or admitted to, trading (calculated as of the Series A Mandatory Conversion Notice Date); and (3vi) The the Partnership must have an effective registration statement on file with the Commission covering resales of the underlying Common Units to be received by the applicable Series A Preferred Unitholders upon any such conversion. Nothing in this Paragraph 8(b) of this Supplemental Terms Annex, and providedhowever, that each such conversion by the Partnership shall be for an aggregate amount of is intended to limit or prevent a Series A Preferred Unitholder from electing to convert its Series A Preferred Units involving an underlying value of into Common Units in accordance with Paragraph 8(a) of at least $100,000,000 based on this Supplemental Terms Annex, and the Closing Price of Common Units on the Trading Day immediately preceding the Series A Forced Conversion Notice Date (or a lesser amount if such amount includes all then outstanding Partnership shall not have any right to convert Series A Preferred Units) and shall be allocated among Units from a Series A Preferred Unitholder to the extent such Series A Preferred Unitholder validly delivers to the Partnership a valid Series A Conversion Notice covering all of the Series A Preferred Unitholders on a Pro Rata basis or on such other basis as may be agreed upon by all Units that are the subject of the applicable Series A Preferred UnitholdersMandatory Conversion Notice prior to the Series A Conversion Date in respect of the applicable Series A Mandatory Conversion Notice.

At the Option of the Partnership. At any time following the fourth anniversary of the Series A Issuance DateDecember 1, 2019, the Partnership shall have the option at any time, but not more than once per Quarter, to convert all or any portion of the Series A Preferred Units then outstanding Outstanding into a number of Common Units determined by multiplying the number of Series A Preferred Units to be converted by the Series A Conversion RateRate at such time. Fractional Common Units shall not be issued to any Person pursuant to this Section 5.14(b)(vi)(B5.11(b)(vi)(B) (each fractional Common Unit shall be rounded down with the remainder being paid an amount in cash based on the Closing Price of Common Units on the Trading Day immediately preceding the Series A Forced Conversion Notice Date). Notwithstanding the foregoing, in order for the Partnership to exercise such option: (1) The Closing Price of the Common Units must be equal to or greater than one hundred fifty forty percent (150140%) of the Series A Issue Price for the twenty (20) 20 Trading Day period immediately preceding the Series A Forced Conversion Notice Date; (2) The average daily trading volume of the Common Units on the National Securities Exchange on which the Common Units are then listed or admitted to trading must be equal to or exceed 1,000,000 100,000 (as such amount may be adjusted to reflect any Limited Partner Unit split, combination or similar event) for the twenty (20) 20 Trading Day period immediately preceding the Series A Forced Conversion Notice Date; Date; (3) The Common Units are listed or admitted to trading on a National Securities Exchange; and (34) The Partnership must have an effective registration statement on file with the Commission covering resales of the underlying Common Units to be received upon any such conversion, and ; provided, that each such conversion by the Partnership shall be for an aggregate amount of Series A Preferred Units involving an underlying value of Common Units of at least $100,000,000 100 million based on the Closing Price of Common Units on the Trading Day immediately preceding the Series A Forced Conversion Notice Date (or a lesser amount if such amount includes all then outstanding Outstanding Series A Preferred Units) and shall be allocated among the Series A Preferred Unitholders (or the Series A Preferred Unitholders excluding DEI and its Affiliates, as elected by the Partnership) on a Pro Rata basis or on such other basis as may be agreed upon by all Series A Preferred Unitholders.

At the Option of the Partnership. At any time following the fourth second anniversary of the Initial Series A Issuance Date, the Partnership Partnership, in its sole discretion, shall have the option right at any time, but not more than once per Quarter, to convert all or any portion of the then outstanding Series A Preferred Units then outstanding into a number of Common Units determined by multiplying the number of Series A Preferred Units to be converted by the Series A Conversion Rate. Fractional Common Units shall not be issued to any Person person pursuant to this Section 5.14(b)(vi)(B5.11(c)(vii)(B) (each fractional Common Unit shall be rounded down with the remainder being paid an amount in cash based on the Closing Price of Common Units on the Trading Day immediately preceding the Series A Forced Conversion Notice Datesuch date of conversion). Notwithstanding the foregoing, in order for the Partnership to exercise such option:, (1) The Closing Price of the Common Units must be equal to or greater than one hundred fifty percent aggregate market value (150%) of the Series A Issue Price for the twenty (20) Trading Days out of the thirty (30) Trading Day period immediately preceding the date the Partnership furnishes the Series A Forced Conversion Notice DateNotice) of the Common Units into which the then outstanding Series A Preferred Units are convertible, based on the then applicable Conversion Rate, must be greater than one hundred thirty percent (130%) of the aggregate Series A Issue Price of the then outstanding Series A Preferred Units; (2) The the average daily trading volume of the Common Units on the National Securities Exchange on which the Common Units are then listed or admitted to trading must be equal to or exceed 1,000,000 30,000 (as such amount may be adjusted to reflect any Limited Partner Unit split, combination or similar event) for the twenty (20) Trading Day period immediately preceding the date that the Partnership furnishes the Series A Forced Conversion Notice Date; andNotice; (3) The the Partnership must have an effective registration statement on file with the Commission covering resales of the underlying Common Units to be received upon any such conversion; and (4) the Partnership must have paid any accrued and unpaid distributions on the Series A Preferred Units to the date of conversion; provided, and providedhowever, in each case, that each such conversion by the Partnership shall be for an aggregate amount of Series A Preferred Units involving an underlying value of Common Units of at least $100,000,000 12,500,000 based on the Closing Price of Common Units on the Trading Day immediately preceding the Series A Forced Conversion Notice Date date of such conversion (or a such lesser amount if such amount includes all then outstanding Series A Preferred Units) and shall be allocated among the Series A Preferred Unitholders on a Pro Rata basis or on such other basis as may be agreed upon by all the Series A Preferred Unitholders.

At the Option of the Partnership. At any time following the fourth third anniversary of the Series A Issuance Date, the Partnership Partnership, in the General Partner’s sole discretion, shall have the option at any time, but not more than once per Quarter, to convert all or any portion of the Series A Preferred Units then outstanding Outstanding into a number of Common Units determined by multiplying the number of Series A Preferred Units to be converted by the Series A Conversion Rate. Fractional Common Units shall not be issued to any Person person pursuant to this Section 5.14(b)(vi)(B) (each fractional Common Unit shall be rounded down with the remainder being paid an amount in cash based on the Closing Price closing trading price of Common Units on the Trading Day National Securities Exchange on which the Common Units are then listed or admitted to trading on the trading day immediately preceding the Series A Forced Conversion Notice Datesuch date of conversion). Notwithstanding the foregoing, in order for the Partnership to exercise such option:, (1) The Closing Price the closing trading price of the Common Units on the National Securities Exchange on which the Common Units are then listed or admitted to trading must be equal to or greater than one hundred fifty percent (150%) of the Series A Issue Price for the twenty (20) Trading Day period immediately preceding the date the Company furnishes the Series A Forced Conversion Notice Date;Notice, (2) The the average daily trading volume of the Common Units on the National Securities Exchange on which the Common Units are then listed or admitted to trading must be equal to or exceed have exceeded 1,000,000 (as such amount may be adjusted to reflect any Limited Partner Unit split, combination or similar event) for the twenty (20) Trading Day period immediately preceding the date the Company furnishes the Series A Forced Conversion Notice Date; andNotice; (3) The the Partnership must have an effective registration statement on file with the Commission covering resales of the underlying Common Units to be received upon any such conversion, and and (4) no Series A Trigger Event shall have occurred that is continuing; provided, in each case, that each such conversion by the Partnership shall be for an aggregate amount of Series A Preferred Units (including any Outstanding Series A PIK Units) involving an underlying value of Common Units of at least $100,000,000 500,000,000 based on the Closing Price closing trading price of Common Units on the Trading Day trading day immediately preceding the Series A Forced Conversion Notice Date date of such conversion on the National Securities Exchange on which the Common Units are then listed or admitted to trading (or a such lesser amount if such amount includes all then outstanding Outstanding Series A Preferred Units) and shall be allocated among the Series A Preferred Unitholders on a Pro Rata basis or on such other basis as may be agreed upon by all the Series A Preferred Unitholders.

At the Option of the Partnership. At any time following the fourth third anniversary of the Series A Issuance Date, the Partnership Partnership, in the General Partner’s sole discretion, shall have the option at any time, but not more than once per Quarter, to convert all or any portion of the Series A Preferred Units then outstanding Outstanding into a number of Common Units determined by multiplying the number of Series A Preferred Units to be converted by the Series A Conversion Rate. Fractional Common Units shall not be issued to any Person person pursuant to this Section 5.14(b)(vi)(B5.13(b)(vi)(B) (each fractional Common Unit shall be rounded down with the remainder being paid an amount in cash based on the Closing Price of Common Units on the Trading Day immediately preceding the Series A Forced Conversion Notice Datesuch date of conversion). Notwithstanding the foregoing, in order for the Partnership to exercise such option:, (1) The the Closing Price of the Common Units must be equal to or greater than one hundred fifty percent (150%) of the Series A Issue Price for the twenty (20) Trading Days out of the thirty (30) Trading Day period immediately preceding the date the Company furnishes the Series A Forced Conversion Notice Date;Notice, (2) The the average daily trading volume of the Common Units on the National Securities Exchange on which the Common Units are then listed or admitted to trading must be equal to or exceed 1,000,000 200,000 (as such amount may be adjusted to reflect any Limited Partner Unit split, combination or similar event) for the twenty (20) Trading Day period immediately preceding the date the Company furnishes the Series A Forced Conversion Notice Date; andNotice; (3) The the Partnership must have an effective registration statement on file with the Commission covering resales of the underlying Common Units to be received upon any such conversion, and and (4) no Series A Trigger Event shall have occurred that is continuing; provided, in each case, that each such conversion by the Partnership shall be for an aggregate amount of Series A Preferred Units involving an underlying value of Common Units of at least $100,000,000 based on the Closing Price of Common Units on the Trading Day immediately preceding the Series A Forced Conversion Notice Date date of such conversion (or a such lesser amount if such amount includes all then outstanding Outstanding Series A Preferred Units) and shall be allocated among the Series A Preferred Unitholders on a Pro Rata basis or on such other basis as may be agreed upon by all the Series A Preferred Unitholders.

At the Option of the Partnership. At any time following on or after the fourth second anniversary of the Series A Issuance Date, the Partnership shall have the option option, at any time, but not more than once per Quarter, to convert all or any portion of the Series A Preferred Units then outstanding Outstanding into a number of Common Units determined by multiplying the number of Series A Preferred Units to be converted by the Series A Conversion RateRate at such time. Fractional Common Units shall not be issued to any Person pursuant to this Section 5.14(b)(vi)(B) (each ‎Section 5.11(b)(v)(B); provided, however, that instead of issuing any fractional Common Unit, the Partnership shall round down the number of Common Units issued to any applicable Series A Preferred Unitholder to the nearest whole number and pay cash to such Person in lieu of issuing such fractional Common Unit shall be rounded down (with the remainder amount of such cash payment being paid an amount in cash based on equal to the Closing Price of Common Units on such fractional interest multiplied by the Trading Day immediately preceding the Series A Forced Conversion Notice DatePrice). Notwithstanding the foregoing, in order for the Partnership to exercise such option: (1) The such conversion must involve an aggregate number of Series A Preferred Units with an underlying value of Common Units equal to or greater than $10 million based on the Closing Price of Common Units on the Trading Day immediately preceding the Series A Mandatory Conversion Notice Date (or such lesser amount to the extent such exercise covers all of the Series A Preferred Units of such Series A Preferred Unitholder and its Affiliates); (2) the Common Units must be listed for, or admitted to, trading on a National Securities Exchange; (3) the Closing Price of the Common Units must be equal to or greater than one hundred fifty percent (150%) of the Series A Issue Price for the twenty (20) Trading Day period immediately preceding the Series A Forced Conversion Notice Date; (2) The average daily trading volume of the Common Units on the principal National Securities Exchange on which the Common Units are then listed for, or admitted to to, trading must be equal to exceed 160% of the Conversion Price for any 20 Trading Days during the 30-Trading Day period immediately preceding the Series A Mandatory Conversion Notice Date; (4) the average daily trading volume of the Common Units on the principal National Securities Exchange on which the Common Units are then listed for, or admitted to, trading must exceed 1,000,000 100,000 Common Units (as such amount may be adjusted to reflect any Limited Partner Unit split, combination or similar event) for the twenty 60 Trading Days immediately preceding the Series A Mandatory Conversion Notice Date; (205) the Partnership shall not have repurchased on any day in the 30-Trading Day period immediately preceding the Series A Forced Mandatory Conversion Notice Date; Date more than 10% of the 30-day trailing average trading volume of the Common Units on the principal National Securities Exchange on which the Common Units are then listed for, or admitted to, trading (calculated as of the Series A Mandatory Conversion Notice Date); and (36) The the Partnership must have an effective registration statement on file with the Commission covering resales of the underlying Common Units to be received by the applicable Series A Preferred Unitholders upon any such conversion. Nothing in this ‎Section 5.11(b)(v)(B), and providedhowever, that each such conversion by the Partnership shall be for an aggregate amount of is intended to limit or prevent a Series A Preferred Unitholder from electing to convert its Series A Preferred Units involving an underlying value of into Common Units of at least $100,000,000 based on in accordance with ‎Section 5.11(b)(v)(A), and the Closing Price of Common Units on the Trading Day immediately preceding the Series A Forced Conversion Notice Date (or a lesser amount if such amount includes all then outstanding Partnership shall not have any right to convert Series A Preferred Units) and shall be allocated among Units from a Series A Preferred Unitholder to the extent such Series A Preferred Unitholder validly delivers to the Partnership a valid Series A Conversion Notice covering all of the Series A Preferred Unitholders on a Pro Rata basis or on such other basis as may be agreed upon by all Units that are the subject of the applicable Series A Preferred UnitholdersMandatory Conversion Notice prior to the Series A Conversion Date in respect of the applicable Series A Mandatory Conversion Notice.

At the Option of the Partnership. At any time following the fourth anniversary of the Series A Issuance Dateon or after [[ ], 2019]14, the Partnership shall have the option option, at any time and from time to time, but not more than once per Quarter, to convert all or any portion of the Series A B Preferred Units then outstanding Outstanding into a number of Common Units determined by multiplying the number of Series A B Preferred Units to be converted by the Series A B Conversion RateRate at such time. Fractional Common Units shall not be issued to any Person pursuant to this Section 5.14(b)(vi)(BParagraph 10(b) of this Supplemental Terms Annex (each fractional Common Unit shall be rounded down with to the remainder being paid an amount in cash based on nearest whole Common Unit (and a 0.5 Common Unit shall be rounded to the Closing Price of next higher Common Units on the Trading Day immediately preceding the Series A Forced Conversion Notice DateUnit)). Notwithstanding the foregoing, in order for the Partnership to exercise such option:: 13 NTD: The first day after the second anniversary of the Series B Issuance Date. 14 NTD: The first day after the second anniversary of the Series B Issuance Date. (1i) The the Common Units must be listed for, or admitted to, trading on a National Securities Exchange; (ii) the Closing Price of the Common Units must be equal to or greater than one hundred fifty percent (150%) of the Series A Issue Price for the twenty (20) Trading Day period immediately preceding the Series A Forced Conversion Notice Date; (2) The average daily trading volume of the Common Units on the principal National Securities Exchange on which the Common Units are then listed for, or admitted to to, trading must be equal to exceed 140% of the Series B Issue Price for any 20 Trading Days during the 30-Trading Day period immediately preceding the Series B Mandatory Conversion Notice Date; (iii) the average daily trading volume of the Common Units on the principal National Securities Exchange on which the Common Units are then listed for, or admitted to, trading must exceed 1,000,000 200,000 Common Units (as such amount may be adjusted to reflect any Limited Partner Unit split, combination or similar event) for the twenty 60 Trading Days immediately preceding the Series B Mandatory Conversion Notice Date; (20iv) the Partnership shall not have repurchased on any day in the 30-Trading Day period immediately preceding the Series A Forced B Mandatory Conversion Notice Date; Date more than ten percent (10%) of the 30-day trailing average trading volume of the Common Units on the principal National Securities Exchange on which the Common Units are then listed for, or admitted to, trading (calculated as of the Series B Mandatory Conversion Notice Date); and (3v) The the Partnership must have an effective registration statement on file with the Commission covering resales of the underlying Common Units to be received by the applicable Series B Preferred Unitholders upon any such conversion, and ; provided, however, that each such conversion by the Partnership shall be for (A) may only convert up to an aggregate amount number of Series A B Preferred Units, including any Series B Preferred Units involving converted by Series B Preferred Unitholders in that same quarter pursuant to Paragraph 10(a), with an underlying value of Common Units of at least equal to or less than $100,000,000 50.0 million based on the Closing Price of Common Units on VWAP for the 30 Trading Day immediately Days preceding the such Series A Forced B Mandatory Conversion Notice Date Date, and (B) shall not have the right to convert any Series B Preferred Units of a Series B Preferred Unitholder (I) during any Lock-Up Period applicable to any Series B Preferred Unitholder or a lesser amount if (II) unless the Partnership simultaneously makes the allocation under Paragraph 5(b) of this Supplemental Terms Annex so that the Capital Account of each Series B Conversion Unit being converted equals that of the Outstanding Initial Common Unit. Any such amount includes all then outstanding Series A Preferred Units) and conversion shall be allocated among the Series A B Preferred Unitholders on a Pro Rata basis or on such other basis as may be agreed upon by all Series A B Preferred Unitholders. Nothing in this Paragraph 10(b) of this Supplemental Terms Annex, however, is intended to limit or prevent a Series B Preferred Unitholder from electing to convert its Series B Preferred Units into Common Units in accordance with Paragraph 10(a) of this Supplemental Terms Annex, and the Partnership shall not have any right to convert Series B Preferred Units from a Series B Preferred Unitholder to the extent such Series B Preferred Unitholder validly delivers to the Partnership a valid Series B Conversion Notice covering all of the Series B Preferred Units that are the subject of the applicable Series B Mandatory Conversion Notice prior to the Series B Conversion Date in respect of the applicable Series B Mandatory Conversion Notice.

At the Option of the Partnership. At any time following the fourth anniversary of the Series A Issuance Dateafter October 6, 2020, the Partnership shall have the option option, at any time and from time to time, but not more than once per Quarter, to convert all or any portion of the Series A Preferred Units then outstanding Outstanding into a number of Common Units determined by multiplying the number of Series A Preferred Units to be converted by the Series A Mandatory Conversion RateRate at such time. Fractional Common Units shall not be issued to any Person pursuant to this Section 5.14(b)(vi)(B5.11(b)(v)(B) (each fractional Common Unit shall be rounded down with to the remainder being paid an amount in cash based on nearest whole Common Unit (and a 0.5 Common Unit shall be rounded to the Closing Price of next higher Common Units on the Trading Day immediately preceding the Series A Forced Conversion Notice DateUnit)). Notwithstanding the foregoing, in order for the Partnership to exercise such option: (1) The Closing Price of the Common Units must be equal to listed or greater than one hundred fifty percent admitted for trading on a National Securities Exchange; (150%2) of the Series A Issue Price Average VWAP for the twenty (20) 20 Trading Day period immediately preceding the Series A Forced Mandatory Conversion Notice DateDate must be greater than $73.2645; (23) The the average daily trading volume of the Common Units on the principal National Securities Exchange on which the Common Units are then listed or admitted to trading must be equal to or exceed 1,000,000 100,000 Common Units (as such amount may be adjusted to reflect any Limited Partner Unit split, combination or similar event) for the twenty (20) 20 Trading Day period immediately preceding the Series A Forced Mandatory Conversion Notice Date; Date; and (34) The the Partnership must have an effective registration statement on file with the Commission covering resales of the underlying Common Units to be received by the applicable Series A Preferred Unitholders upon any such conversion, and ; provided, however, that each such conversion by the Partnership shall not be for entitled to exercise such option unless such conversion will involve an aggregate amount number of Series A Preferred Units involving with an underlying value of Common Units of at least equal to or greater than $100,000,000 50 million based on the Closing Price of Common Units on the Trading Day immediately preceding the Series A Forced Conversion Notice Date Issue Price (or a lesser amount underlying value if such amount includes conversion will result in the conversion of all of the then outstanding Outstanding Series A Preferred Units) and ). Any such conversion shall be allocated among the Series A Preferred Unitholders on a Pro Rata basis or on such other basis as may be agreed upon by all Series A Preferred Unitholders. Nothing in this Section 5.11(b)(v)(B), however, is intended to limit or prevent a Series A Preferred Unitholder from electing to convert its Series A Preferred Units into Common Units in accordance with Section 5.11(b)(v)(A), and the Partnership shall not have any right to convert Series A Preferred Units from a Series A Preferred Unitholder to the extent such Series A Preferred Unitholder delivers a valid Series A Conversion Notice covering all of the Series A Preferred Units that are the subject of the applicable Series A Mandatory Conversion Notice to the Partnership prior to the Series A Conversion Date in respect of the applicable Series A Mandatory Conversion Notice.

At the Option of the Partnership. At any time following the fourth anniversary of the Series A Issuance Date, the Partnership shall have the option at any time, but not more than once per Quarter, to convert all or any portion of the Series A Preferred Units then outstanding Outstanding into a number of Common Units determined by multiplying the number of Series A Preferred Units to be converted by the Series A Conversion Rate. Fractional Common Units shall not be issued to any Person pursuant to this Section 5.14(b)(vi)(B) (each fractional Common Unit shall be rounded down with the remainder being paid an amount in cash based on the Closing Price of Common Units on the Trading Day immediately preceding the Series A Forced Conversion Notice Date). Notwithstanding the foregoing, in order for the Partnership to exercise such option: (1) The Closing Price of the Common Units must be equal to or greater than one hundred fifty percent (150%) of the Series A Issue Price for the twenty (20) Trading Day period immediately preceding the Series A Forced Conversion Notice Date; (2) The average daily trading volume of the Common Units on the National Securities Exchange on which the Common Units are then listed or admitted to trading must be equal to or exceed 1,000,000 (as such amount may be adjusted to reflect any Limited Partner Unit split, combination or similar event) for the twenty (20) Trading Day period immediately preceding the Series A Forced Conversion Notice Date; and (3) The Partnership must have an effective registration statement on file with the Commission covering resales of the underlying Common Units to be received upon any such conversion, and provided, that each such conversion by the Partnership shall be for an aggregate amount of Series A Preferred Units involving an underlying value of Common Units of at least $100,000,000 based on the Closing Price of Common Units on the Trading Day immediately preceding the Series A Forced Conversion Notice Date (or a lesser amount if such amount includes all then outstanding Series A Preferred Units) and shall be allocated among the Series A Preferred Unitholders on a Pro Rata basis or on such other basis as may be agreed upon by all Series A Preferred Unitholders.and

At the Option of the Partnership. At any time following Following the fourth first anniversary of the date of issuance of a Series A Issuance DatePreferred Unit, the Partnership shall have the option at any time, but not more than once per Quarter, to convert all or any a portion of the Series A Preferred Units that were issued on such date and that are then outstanding Outstanding into a number of Common Units determined by multiplying the number of Series A Preferred Units to be converted by the Series A Conversion RateRate at such time; provided, however, that the Partnership shall not be permitted to convert a number of Series A Preferred Units representing in aggregate more than (x) one-third (1/3) of the total Series A Preferred Units issued pursuant to the Series A Purchase Agreement prior to the second (2nd) anniversary of the final date Series A Preferred Units are purchased under the Series A Purchase Agreement (excluding, for this purpose, for the avoidance of doubt, any Series A PIK Units) or (y) two-thirds (2/3) of the total Series A Preferred Units issued pursuant to the Series A Purchase Agreement prior to the third (3rd) anniversary of the final date Series A Preferred Units are purchased under the Series A Purchase Agreement (excluding, for this purpose, for the avoidance of doubt, any Series A PIK Units). Fractional Common Units shall not be issued to any Person pursuant to this Section 5.14(b)(vi)(B5.8(b)(vi)(B) (each fractional Common Unit shall be rounded down with the remainder being paid an amount in cash based on the Closing Price of Common Units on the Trading Day immediately preceding the date on which a Series A Forced Conversion Notice under Section 5.8(b)(vi)(C)(2) is sent (a “Series A Forced Conversion Notice Date”)). Notwithstanding the foregoing, in order for the Partnership to exercise such option: (1) The Closing Price of the Common Units must be equal greater than, (x) with respect to or greater than a Series A Forced Conversion Notice Date occurring prior to the second (2nd) anniversary of the final date Series A Preferred Units are purchased under the Series A Purchase Agreement (excluding, for this purpose, for the avoidance of doubt, any Series A PIK Units), one hundred fifty twenty percent (150120%) of the Series A Issue Price Price, (y) with respect to a Series A Forced Conversion Notice Date occurring on or after the second (2nd) anniversary of the final date Series A Preferred Units are purchased under the Series A Purchase Agreement (excluding, for this purpose, for the avoidance of doubt, any Series A PIK Units) but prior to the third (3rd) anniversary thereof, one hundred thirty percent (130%) of the Series A Issue Price, or (z) with respect to a Series A 40 857826.02-WILSR01A - MSW Forced Conversion Notice Date occurring on or after the third (3rd) anniversary of the final date Series A Preferred Units are purchased under the Series A Purchase Agreement (excluding, for this purpose, for the avoidance of doubt, any Series A PIK Units), one hundred forty percent (140%), of the Series A Issue Price, for at least twenty (20) Trading Days out of the thirty (30) Trading Day period immediately preceding the Series A Forced Conversion Notice Date; (2) The average daily trading volume of the Common Units on the National Securities Exchange on which the Common Units are then listed or admitted to trading must be equal to or exceed 1,000,000 165,000 (as such amount may be adjusted to reflect any Limited Partner Unit split, combination or similar event) for the at least twenty (20) Trading Days out of the thirty (30) Trading Day period immediately preceding the Series A Forced Conversion Notice Date; Date; and (3) The Partnership must have an effective registration statement on file with the Commission covering resales of the underlying Common Units are listed or admitted to be received upon any such conversion, and provided, trading on a National Securities Exchange; provided that each such conversion by the Partnership shall be for an aggregate amount of Series A Preferred Units involving an underlying value of Common Units of at least $100,000,000 50 million based on the Closing Price of Common Units on the Trading Day immediately preceding the Series A Forced Conversion Notice Date (or a lesser amount if such amount includes all then outstanding Outstanding Series A Preferred Units) and shall be allocated among the Series A Preferred Unitholders on a Pro Rata basis or on such other basis as may be agreed upon by all Series A Preferred Unitholders.

At the Option of the Partnership. At any time following the fourth second anniversary of the Series A Issuance Date, the Partnership Partnership, in its sole discretion, shall have the option right at any time, but not more than once per Quarter, to convert all or any portion of the then outstanding Series A Preferred Units then outstanding into a number of Common Units determined by multiplying the number of Series A Preferred Units to be converted by the Series A Conversion Rate. Fractional Common Units shall not be issued to any Person person pursuant to this Section 5.14(b)(vi)(B5.11(c)(vii)(B) (each fractional Common Unit shall be rounded down with the remainder being paid an amount in cash based on the Closing Price of Common Units on the Trading Day immediately preceding the Series A Forced Conversion Notice Datesuch date of conversion). Notwithstanding the foregoing, in order for the Partnership to exercise such option:, (1) The Closing Price of the Common Units must be equal to or greater than one hundred fifty percent aggregate market value (150%) of the Series A Issue Price for the twenty (20) Trading Days out of the thirty (30) Trading Day period immediately preceding the date the Partnership furnishes the Series A Forced Conversion Notice DateNotice) of the Common Units into which the then outstanding Series A Preferred Units are convertible, based on the then applicable Conversion Rate, must be greater than one hundred thirty percent (130%) of the aggregate Series A Issue Price of the then outstanding Series A Preferred Units; (2) The the average daily trading volume of the Common Units on the National Securities Exchange on which the Common Units are then listed or admitted to trading must be equal to or exceed 1,000,000 30,000 (as such amount may be adjusted to reflect any Limited Partner Unit split, combination or similar event) for the twenty (20) Trading Day period immediately preceding the date that the Partnership furnishes the Series A Forced Conversion Notice Date; andNotice; (3) The the Partnership must have an effective registration statement on file with the Commission covering resales of the underlying Common Units to be received upon any such conversion; and (4) the Partnership must have paid any accrued and unpaid distributions on the Series A Preferred Units to the date of conversion; provided, and providedhowever, in each case, that each such conversion by the Partnership shall be for an aggregate amount of Series A Preferred Units involving an underlying value of Common Units of at least $100,000,000 12,500,000 based on the Closing Price of Common Units on the Trading Day immediately preceding the Series A Forced Conversion Notice Date date of such conversion (or a such lesser amount if such amount includes all then outstanding Series A Preferred Units) and shall be allocated among the Series A Preferred Unitholders on a Pro Rata basis or on such other basis as may be agreed upon by all the Series A Preferred Unitholders.

At the Option of the Partnership. At any time following the fourth anniversary of the Series A Issuance Dateon or after November 29, 2019, the Partnership shall have the option option, at any time and from time to time, but not more than once per Quarter, to convert all or any portion of the Series A B Preferred Units then outstanding Outstanding into a number of Common Units determined by multiplying the number of Series A B Preferred Units to be converted by the Series A B Conversion RateRate at such time. Fractional Common Units shall not be issued to any Person pursuant to this Section 5.14(b)(vi)(BParagraph 10(b) of this Supplemental Terms Annex (each fractional Common Unit shall be rounded down with to the remainder being paid an amount in cash based on nearest whole Common Unit (and a 0.5 Common Unit shall be rounded to the Closing Price of next higher Common Units on the Trading Day immediately preceding the Series A Forced Conversion Notice DateUnit)). Notwithstanding the foregoing, in order for the Partnership to exercise such option: (1i) The the Common Units must be listed for, or admitted to, trading on a National Securities Exchange; (ii) the Closing Price of the Common Units must be equal to or greater than one hundred fifty percent (150%) of the Series A Issue Price for the twenty (20) Trading Day period immediately preceding the Series A Forced Conversion Notice Date; (2) The average daily trading volume of the Common Units on the principal National Securities Exchange on which the Common Units are then listed for, or admitted to to, trading must be equal to exceed 140% of the Series B Issue Price for any 20 Trading Days during the 30-Trading Day period immediately preceding the Series B Mandatory Conversion Notice Date; (iii) the average daily trading volume of the Common Units on the principal National Securities Exchange on which the Common Units are then listed for, or admitted to, trading must exceed 1,000,000 200,000 Common Units (as such amount may be adjusted to reflect any Limited Partner Unit split, combination or similar event) for the twenty 60 Trading Days immediately preceding the Series B Mandatory Conversion Notice Date; (20iv) the Partnership shall not have repurchased on any day in the 30-Trading Day period immediately preceding the Series A Forced B Mandatory Conversion Notice Date; Date more than ten percent (10%) of the 30-day trailing average trading volume of the Common Units on the principal National Securities Exchange on which the Common Units are then listed for, or admitted to, trading (calculated as of the Series B Mandatory Conversion Notice Date); and (3v) The the Partnership must have an effective registration statement on file with the Commission covering resales of the underlying Common Units to be received by the applicable Series B Preferred Unitholders upon any such conversion, and ; provided, however, that each such conversion by the Partnership shall be for (A) may only convert up to an aggregate amount number of Series A B Preferred Units, including any Series B Preferred Units involving converted by Series B Preferred Unitholders in that same quarter pursuant to Paragraph 10(a), with an underlying value of Common Units of at least equal to or less than $100,000,000 50.0 million based on the Closing Price of Common Units on VWAP for the 30 Trading Day immediately Days preceding the such Series A Forced B Mandatory Conversion Notice Date Date, and (B) shall not have the right to convert any Series B Preferred Units of a Series B Preferred Unitholder (I) during any Lock-Up Period applicable to any Series B Preferred Unitholder or a lesser amount if (II) unless the Partnership simultaneously makes the allocation under Paragraph 5(b) of this Supplemental Terms Annex so that the Capital Account of each Series B Conversion Unit being converted equals that of the Outstanding Initial Common Unit. Any such amount includes all then outstanding Series A Preferred Units) and conversion shall be allocated among the Series A B Preferred Unitholders on a Pro Rata basis or on such other basis as may be agreed upon by all Series A B Preferred Unitholders. Nothing in this Paragraph 10(b) of this Supplemental Terms Annex, however, is intended to limit or prevent a Series B Preferred Unitholder from electing to convert its Series B Preferred Units into Common Units in accordance with Paragraph 10(a) of this Supplemental Terms Annex, and the Partnership shall not have any right to convert Series B Preferred Units from a Series B Preferred Unitholder to the extent such Series B Preferred Unitholder validly delivers to the Partnership a valid Series B Conversion Notice covering all of the Series B Preferred Units that are the subject of the applicable Series B Mandatory Conversion Notice prior to the Series B Conversion Date in respect of the applicable Series B Mandatory Conversion Notice.