Common use of Class D Common Units Clause in Contracts

Class D Common Units. Class D Common Units may be conditionally issued in one or more series of such class. Class D Common Units of the first such series were designated as “Class D-1 Common Units,” with each subsequent series of Class D Common Units to be designated with a consecutive number or as otherwise recorded in the books of the Partnership and the applicable Partner Agreement. Class D Common Units may be conditionally granted to or held by any Individual Limited Partner and his Related Trusts (each, a “Class D Limited Partner”). Except as otherwise set forth in this Agreement or the applicable Partner Agreement, if any, of any Class D Limited Partner, each series of Class D Common Units shall have the same rights, powers and duties, which shall be as set forth below and elsewhere in this Agreement: (i) Exchanges; Conversion of Class D Common Units into Class A Common Units. No Class D Limited Partner shall be permitted to exchange any Class D Common Unit pursuant to the Exchange Agreement except (i) to the extent that the Class D Common Unit has converted into a Class A Common Unit and satisfies the Book-Up Target at the time of such exchange and (ii) subject to the other terms of this Agreement. Upon achieving the Book-Up Target in accordance with Sections 5.2(b)(iii) and 6.1(c) following the end of the Distribution Holiday or immediately prior to an Exchange Event in which such Class D Common Unit is to be exchanged, a Class D Common Unit will automatically convert into a Class A Common Unit; provided that such automatic conversion will only occur to the extent a corresponding number of Class D common units in each of the other Operating Group Entities are also to be simultaneously converted into Class A common units pursuant to their Organizational Documents.