Common use of Capitalization and Valid Issuance of Units Clause in Contracts

Capitalization and Valid Issuance of Units. (a) As of the date hereof, the issued and outstanding limited partner interests of the Partnership consist of 45,722,371 Common Units, 31,972,789 subordinated units (as defined in the Partnership Agreement, the “Subordinated Units”) and the incentive distribution rights (as defined in the Partnership Agreement, the “Incentive Distribution Rights”). All outstanding Common Units, Subordinated Units, Incentive Distribution Rights and the limited partner interests represented thereby have been duly authorized and validly issued in accordance with the Partnership Agreement and are fully paid (to the extent required under the Partnership Agreement) and nonassessable (except as such nonassessability may be affected by matters described in Sections 17-303, 17-607 and 17-804 of the Delaware LP Act). As of the date hereof, there are no, and as of the Closing Date, there will be no, limited partner interests of the Partnership that are senior to or pari passu with, in right of distribution, the Series A Preferred Units.

Capitalization and Valid Issuance of Units. (a) As of the date hereofJune 22, 2018, the issued and outstanding limited partner interests of the Partnership consist of 45,722,371 93,183,445 Common Units, 31,972,789 subordinated units (as defined in the Partnership Agreement9,060,000 Series A Preferred Units, the “Subordinated 15,400,000 Series B Preferred Units and 6,900,000 Series C Preferred Units”) , and the incentive distribution rights (as defined in the Partnership Agreement, the “Incentive Distribution Rights”). All outstanding Common Units, Subordinated NS Preferred Units, Incentive Distribution Rights and the limited partner interests represented thereby have been were duly authorized and validly issued in accordance with the Partnership Agreement and are fully paid (to the extent required under the Partnership Agreement) and nonassessable non-assessable (except as such nonassessability non-assessability may be affected by matters described in Sections 17-303, 17-607 and 17-804 of the Delaware LP Act). As of the date hereof, there are no, and as of the Initial Closing Date, there will be no, limited partner interests of the Partnership that are senior to or pari passu withto, in right of distributiondistribution or liquidation, the Series A D Preferred Units.

Capitalization and Valid Issuance of Units. (a) As of the date hereof, the issued and outstanding limited partner interests of the Partnership consist of 45,722,371 62,194,405 Common Units, 31,972,789 subordinated units the general partner interest (as defined in the Partnership Agreement, the “Subordinated UnitsGP Interest”) and the incentive distribution rights (as defined in the Partnership Agreement, the “Incentive Distribution Rights”). All outstanding Common Units, Subordinated Unitsthe GP Interest, Incentive Distribution Rights and the limited partner interests represented thereby have been duly authorized and validly issued in accordance with the Partnership Agreement and are fully paid (to the extent required under the Partnership Agreement) and nonassessable (except as such nonassessability may be affected by matters described in Sections 17-303, 17-607 and 17-804 of the Delaware LP Act). As of the date hereof, there are no, and as of the Closing Date, there will be no, limited partner interests of the Partnership that are senior to or pari passu with, in right of distribution, the Series A Preferred Units.