Common use of CONVERSION OF PARTNERSHIP INTERESTS Clause in Contracts

CONVERSION OF PARTNERSHIP INTERESTS. As of the Effective Time, by virtue of the Mergers and without any action on the part of any party hereto, any of the Transitory Partnerships, any Company LLC, any holder of any LP Interest or any holder of any GP Interest: (a) Each LP Interest of each class of LP Interests in each of the Participating Merging Partnerships outstanding immediately prior to the Effective Time shall be converted into and shall become the right to receive cash (without interest thereon) in an amount equal to the Per Unit Consideration Amount to which such LP Interest is entitled under the respective limited partnership agreement of such Participating Merging Partnership upon surrender of the Certificate(s) representing such LP Interest for cancellation (or, in the case of an LP Interest in a Participating Merging Partnership which is a Merging Private Partnership, upon the delivery of the affidavit made in accordance with Section 3.5(d) hereof) to the Payment Agent. As of the Effective Time, each such LP Interest in each of the Participating Merging Partnerships shall no longer be outstanding and shall automatically be cancelled and retired and shall cease to exist, and each holder of an LP Interest shall cease to have any rights with respect thereto, except the right to receive the Per Unit Consideration Amount and the Positive Excess Cash Balance (if any) in respect of such Participating Merging Partnership, in each case, without interest thereon, to which such LP Interest is entitled. (b) As of the Effective Time, each LP Interest in each Transitory Partnership issued and outstanding as of the Effective Time shall be converted into one fully issued and nonassessable LP Interest in the Surviving Partnership in each Merger between such Transitory Partnership and its corresponding Participating Merging Partnership. (c) Each GP Interest in each of the Participating Merging Partnerships outstanding immediately prior to the Effective Time shall be converted into and shall become one fully paid and nonassessable GP Interest in the Surviving Partnership in each Merger. As of the Effective Time, each GP Interest in each Transitory Partnership shall no longer be outstanding and shall automatically be cancelled and retired and shall cease to exist, and each holder of such GP Interests shall cease to have any rights in respect thereto.

CONVERSION OF PARTNERSHIP INTERESTS. As Subject to the terms and conditions of this Agreement, at the Effective Time, and by virtue of the Mergers Merger and without any action on the part of any party heretoParent, the Parent GP, Merger Sub, the Partnership, Partnership GP or Partnership Managing GP or any of the Transitory Partnerships, any Company LLC, any holder of any LP Interest their respective affiliates or any holder of any securities of Parent, the Parent GP, Merger Sub, the Partnership, Partnership GP Interestor Partnership Managing GP: (a) Each LP Interest Partnership Common Unit issued and outstanding immediately prior to the Effective Time (other than any Excluded Units and Parent Subsidiary Held Units) shall be converted into and shall thereafter represent the right to receive 0.400 (the “Exchange Ratio”) common units representing limited partner interests in Parent having the rights and obligations specified with respect to “Common Units” in the Parent Partnership Agreement (the “Parent Common Units” and such consideration, the “Merger Consideration”). Each person that receives Parent Common Units upon the exchange of each class Partnership Common Units for the Merger Consideration in accordance with this Article II shall be admitted as a limited partner of LP Interests in each of the Participating Merging Partnerships Parent. (b) Each Partnership Preferred Unit issued and outstanding immediately prior to the Effective Time shall be converted into remain issued and shall become outstanding from and after the right to receive cash (without interest thereon) Effective Time as limited partnership interests of the Surviving Entity in an amount equal the Merger having the same terms as are applicable to the Per Unit Consideration Amount Partnership Preferred Units immediately prior to which such LP Interest is entitled under the respective limited partnership agreement of such Participating Merging Partnership upon surrender of the Certificate(s) representing such LP Interest for cancellation (or, in the case of an LP Interest in a Participating Merging Partnership which is a Merging Private Partnership, upon the delivery of the affidavit made in accordance with Section 3.5(d) hereof) to the Payment Agent. As of the Effective Time, each such LP Interest in each of the Participating Merging Partnerships shall no longer be outstanding and shall automatically be cancelled and retired and shall cease to exist, and each holder of an LP Interest shall cease to have any rights with respect thereto, except the right to receive the Per Unit Consideration Amount and the Positive Excess Cash Balance (if any) in respect of such Participating Merging Partnership, in each case, without interest thereon, to which such LP Interest is entitled. (b) As of the Effective Time, each LP Interest in each Transitory Partnership issued and outstanding as of the Effective Time shall be converted into one fully issued and nonassessable LP Interest in the Surviving Partnership in each Merger between such Transitory Partnership and its corresponding Participating Merging Partnership. (c) Each GP Interest The general partner interest in each of the Participating Merging Partnerships Partnership issued and outstanding immediately prior to the Effective Time shall be converted into remain issued and shall become one fully paid outstanding from and nonassessable GP Interest after the Effective Time as the general partner interest of the Surviving Entity in the Surviving Partnership Merger. (d) Notwithstanding anything to the contrary in each Merger. As of this Agreement, at the Effective Time, each GP Interest (i) all Partnership Common Units directly owned immediately prior to the Effective Time by the Partnership or by Parent or Merger Sub (collectively, the “Excluded Units”) and (ii) any Partnership Common Units owned, immediately prior to the Effective Time, by a Subsidiary of Parent (including any New Parent Subsidiary Units) (“Parent Subsidiary Held Units”) shall remain issued and outstanding from and after the Effective Time as limited partnership interests of the Surviving Entity in each Transitory the Merger having the same terms as are applicable to Partnership shall no longer be outstanding and shall automatically be cancelled and retired and shall cease Common Units immediately prior to exist, and each holder of such GP Interests shall cease to have any rights in respect theretothe Effective Time.

CONVERSION OF PARTNERSHIP INTERESTS. As Subject to the terms and provisions of this Agreement, at the Effective Time, and by virtue of the Mergers Merger and without any action on the part of any party heretoParent, any of Merger Sub or the Transitory Partnerships, any Company LLC, any holder of any LP Interest Partnership or any holder of any GP Interestsecurities of Parent, Merger Sub or the Partnership: (a) Each LP Interest of each class of LP Interests Partnership Common Unit issued and outstanding immediately prior to the Effective Time (excluding any Excluded Units) shall be converted into and shall thereafter represent the right to receive 2.07 common units representing limited partner interests in Parent having the rights and obligations specified with respect to “Common Units” in the Parent Partnership Agreement (the “Parent Common Units” and such consideration, the “Common Unit Merger Consideration” and such ratio, the “Exchange Ratio”), in each case, subject to the procedures of Section 2.4. Upon the Participating Merging Partnerships exchange of Partnership Common Units for the Merger Consideration in accordance with this Article II, each person that receives Parent Common Units shall be admitted as a limited partner of Parent and Parent GP hereby consents to such admission. (b) Each Class A Unit representing limited partner interests in the Partnership (each, a “Partnership Class A Unit”) issued and outstanding immediately prior to the Effective Time shall be converted into and shall become thereafter represent the right to receive cash 1.828 Parent Class B Units (without interest thereon) in an amount equal the “Class A Merger Consideration” and, together with the Common Unit Merger Consideration, the “Merger Consideration”), subject to the Per Unit procedures of Section 2.4. Upon the exchange of Partnership Class A Units for the Class A Merger Consideration Amount to which such LP Interest is entitled under the respective limited partnership agreement of such Participating Merging Partnership upon surrender of the Certificate(s) representing such LP Interest for cancellation (or, in the case of an LP Interest in a Participating Merging Partnership which is a Merging Private Partnership, upon the delivery of the affidavit made in accordance with Section 3.5(d) hereof) to the Payment Agent. As of the Effective Timethis Article II, each such LP Interest in each of the Participating Merging Partnerships shall no longer be outstanding and shall automatically be cancelled and retired and shall cease to exist, and each holder of an LP Interest shall cease to have any rights with respect thereto, except the right to receive the Per Unit person that receives Class A Merger Consideration Amount and the Positive Excess Cash Balance (if any) in respect of such Participating Merging Partnership, in each case, without interest thereon, to which such LP Interest is entitled. (b) As of the Effective Time, each LP Interest in each Transitory Partnership issued and outstanding as of the Effective Time shall be converted into one fully issued admitted as a limited partner of Parent and nonassessable LP Interest in the Surviving Partnership in each Merger between Parent GP hereby consents to such Transitory Partnership and its corresponding Participating Merging Partnershipadmission. (c) Each GP Interest preferred unit representing a limited partner interest in each of the Participating Merging Partnerships Partnership having the rights and obligations specified with respect to “Preferred Units” in the Existing Partnership Agreement (the “Partnership Preferred Units” and, together with the Partnership Common Units and the Partnership Class A Units, the “Partnership Units”) outstanding immediately prior to the Effective Time shall, at the election of the holder of such Partnership Preferred Unit in accordance with the Existing Partnership Agreement and the procedures set forth in Section 2.1(g), either (i) convert into Partnership Common Units, at the then applicable Conversion Ratio, subject to the payment of any accrued but unpaid distributions prior to Closing, (ii) convert into a security of Parent that has substantially similar terms, including with respect to economics and structural protections, as the Partnership Preferred Units (“Substantially Equivalent Units”) or (iii) be redeemed in exchange for cash or Partnership Common Units, at the sole discretion of the Partnership GP (subject to Section 5.19), at a price of $9.218573 per Partnership Preferred Unit, plus accrued and unpaid distributions to the date of such redemption (any cash payable to the holders of Partnership Preferred Units that have elected the Redemption Election and any Substantially Equivalent Units issuable pursuant to this Section 2.1(c), the “Preferred Consideration”). Each holder of Partnership Common Units issued upon conversion of Partnership Preferred Units pursuant to this Section 2.1(c) shall receive the Merger Consideration in exchange for such Partnership Common Units and shall be converted into admitted as a limited partner of Parent and shall become one fully paid and nonassessable Parent GP Interest hereby consents to such admission. (d) The general partner interest in the Surviving Partnership issued and outstanding immediately prior to the Effective Time will automatically be cancelled and cease to exist without any conversion thereof and no consideration will be received therefor. (e) Notwithstanding anything to the contrary in each Merger. As of this Agreement, at the Effective Time, each GP Interest in each Transitory all Partnership shall no longer be outstanding and shall Units (other than the Partnership Class A Units) owned immediately prior to the Effective Time by the Partnership or its wholly owned Subsidiaries or by Parent or its wholly owned Subsidiaries (collectively, the “Excluded Units”) will automatically be cancelled and retired and shall cease to existexist without any conversion thereof and no consideration will be received therefor. (f) If at any time during the period between the date of this Agreement and the Effective Time, any change in the outstanding Partnership Common Units or outstanding Parent Common Units shall occur as a result of any reclassification, unit split (including a reverse unit split) or combination, exchange or readjustment of units, or any unit distribution with a record date during such period, the Merger Consideration, the Exchange Ratio and any other similarly dependent items shall be equitably adjusted to provide to Parent, Merger Sub and the holders of Partnership Common Units the same economic effect as contemplated by this Agreement prior to such action, and each holder of thereafter, all references in this Agreement to the Merger Consideration, the Exchange Ratio and any other similarly dependent items shall be references to the Merger Consideration, the Exchange Ratio and any other similarly dependent items as so adjusted; provided, however, that nothing in this Section 2.1(f) shall be deemed to permit or authorize any party hereto to effect any such GP Interests shall cease change that it is not otherwise authorized or permitted to have any rights in respect theretoundertake pursuant to this Agreement.