Common use of Conversion upon a Change of Control Clause in Contracts

Conversion upon a Change of Control. i. Upon the occurrence of a Change of Control, each holder of the 5.000% Series B Participating Preferred Units shall have the right (the “Change of Control Conversion Right”), subject to the Special Redemption Right of the Partnership, to convert some or all of the 5.000% Series B Participating Preferred Units held by such holder on the relevant Change of Control Conversion Date into a number of Class A Units per 5.000% Series B Participating Preferred Unit equal to the lesser of (A) the quotient obtained by dividing (1) the sum of (x) the Initial Liquidation Preference, plus (y) the HPA Amount for the relevant period (if positive), plus (z) any accrued and unpaid distributions thereon to, but excluding, the Change of Control Conversion Date, except if such Change of Control Conversion Date is after a Distribution Record Date for a Preferred Unit Distribution Payment Date for which distributions have been declared and prior to the corresponding Preferred Unit Distribution Payment Date, in which case the amount pursuant to this clause (1)(z) shall equal $0.00 in respect of such distribution payment date to be made on such Preferred Unit Distribution Payment Date and such declared distribution shall instead be paid, on such distribution payment date, to the holder of record of the 5.000% Series B Participating Preferred Units to be converted as of 5:00 P.M. New York time, on such record date), by (2) the Class A Share Price, and (B) the Share Cap.

Conversion upon a Change of Control. i. Upon the occurrence of a Change of Control, each holder of the 5.000% Series B A Participating Preferred Units shall have the right (the “Change of Control Conversion Right”), subject to the Special Redemption Right of the Partnership, to convert some or all of the 5.000% Series B A Participating Preferred Units held by such holder on the relevant Change of Control Conversion Date into a number of Class A Units per 5.000% Series B A Participating Preferred Unit equal to the lesser of (A) the quotient obtained by dividing (1) the sum of (x) the Initial Liquidation Preference, plus (y) the HPA Amount for the relevant period (if positive), plus (z) any accrued and unpaid distributions thereon to, but excluding, the Change of Control Conversion Date, except if such Change of Control Conversion Date is after a Distribution Record Date for a Preferred Unit Distribution Payment Date for which distributions have been declared and prior to the corresponding Preferred Unit Distribution Payment Date, in which case the amount pursuant to this clause (1)(z) shall equal $0.00 in respect of such distribution payment date to be made on such Preferred Unit Distribution Payment Date and such declared distribution shall instead be paid, on such distribution payment date, to the holder of record of the 5.000% Series B A Participating Preferred Units to be converted as of 5:00 P.M. New York time, on such record date), by (2) the Class A Share Price, and (B) the Share Cap.

Conversion upon a Change of Control. i. Upon the occurrence of a Change of Control, each holder of the 5.000% Series B Participating F Preferred Units shall have the right (the “Change of Control Conversion Right”), subject to the Special Redemption Right of the Partnership, to convert some or all of the 5.000% Series B Participating F Preferred Units held by such holder on the relevant Change of Control Conversion Date into a number of Class A Units per 5.000% Series B Participating F Preferred Unit equal to the lesser of (A) the quotient obtained by dividing (1) the sum of (x) the Initial Liquidation Preference, plus (y) the HPA Amount for the relevant period (if positive), plus (z) any accrued and unpaid distributions thereon to, but excluding, the Change of Control Conversion Date, except if such unless the Change of Control Conversion Date is after a Distribution Record Date for a Preferred Unit Distribution Payment Date for which distributions have been declared and prior to the corresponding Preferred Unit Distribution Payment Date, in which case the no additional amount pursuant to for such accrued and unpaid distribution will be included in this clause (1)(z) shall equal $0.00 in respect of sum and such declared distribution payment date to will instead be made paid, on such Preferred Unit Distribution Payment Date and such declared distribution shall instead be paid, on such distribution payment dateDate, to the holder of record of the 5.000% Series B Participating F Preferred Units to be converted as of 5:00 P.M. New York time, on such record dateDistribution Record Date), by (2) the Class A Share Price, and (B) the Share Cap.

Conversion upon a Change of Control. i. Upon the occurrence of a Change of Control, each holder of the 5.000% Series B Participating D Preferred Units shall have the right (the “Change of Control Conversion Right”), subject to the Special Redemption Right of the Partnership, to convert some or all of the 5.000% Series B Participating D Preferred Units held by such holder on the relevant Change of Control Conversion Date into a number of Class A Units per 5.000% Series B Participating D Preferred Unit equal to the lesser of (A) the quotient obtained by dividing (1) the sum of (x) the Initial Liquidation Preference, plus (y) the HPA Amount for the relevant period (if positive), plus (z) any accrued and unpaid distributions thereon to, but excluding, the Change of Control Conversion Date, except if such unless the Change of Control Conversion Date is after a Distribution Record Date for a Preferred Unit Distribution Payment Date for which distributions have been declared and prior to the corresponding Preferred Unit Distribution Payment Date, in which case the no additional amount pursuant to for such accrued and unpaid distribution will be included in this clause (1)(z) shall equal $0.00 in respect of sum and such declared distribution payment date to will instead be made paid, on such Preferred Unit Distribution Payment Date and such declared distribution shall instead be paid, on such distribution payment dateDate, to the holder of record of the 5.000% Series B Participating D Preferred Units to be converted as of 5:00 P.M. New York time, on such record dateDistribution Record Date), by (2) the Class A Share Price, and (B) the Share Cap.

Conversion upon a Change of Control. i. Upon the occurrence of a Change of Control, each holder of the 5.0005.500% Series B C Participating Preferred Units shall have the right (the “Change of Control Conversion Right”), subject to the Special Redemption Right of the Partnership, to convert some or all of the 5.0005.500% Series B C Participating Preferred Units held by such holder on the relevant Change of Control Conversion Date into a number of Class A Units per 5.0005.500% Series B C Participating Preferred Unit equal to the lesser of (A) the quotient obtained by dividing (1) the sum of (x) the Initial Liquidation Preference, plus (y) the HPA Amount for the relevant period (if positive), plus (z) any accrued and unpaid distributions thereon to, but excluding, the Change of Control Conversion Date, except if such Change of Control Conversion Date is after a Distribution Record Date for a Preferred Unit Distribution Payment Date for which distributions have been declared and prior to the corresponding Preferred Unit Distribution Payment Date, in which case the amount pursuant to this clause (1)(z) shall equal $0.00 in respect of such distribution payment date to be made on such Preferred Unit Distribution Payment Date and such declared distribution shall instead be paid, on such distribution payment date, to the holder of record of the 5.0005.500% Series B C Participating Preferred Units to be converted as of 5:00 P.M. New York time, on such record date), by (2) the Class A Share Price, and (B) the Share Cap.

Conversion upon a Change of Control. i. Upon the occurrence of a Change of Control, each holder of the 5.000[ ]% Series B C Participating Preferred Units shall have the right (the “Change of Control Conversion Right”), subject to the Special Redemption Right of the Partnership, to convert some or all of the 5.000[ ]% Series B C Participating Preferred Units held by such holder on the relevant Change of Control Conversion Date into a number of Class A Units per 5.000[ ]% Series B C Participating Preferred Unit equal to the lesser of (A) the quotient obtained by dividing (1) the sum of (x) the Initial Liquidation Preference, plus (y) the HPA Amount for the relevant period (if positive), plus (z) any accrued and unpaid distributions thereon to, but excluding, the Change of Control Conversion Date, except if such Change of Control Conversion Date is after a Distribution Record Date for a Preferred Unit Distribution Payment Date for which distributions have been declared and prior to the corresponding Preferred Unit Distribution Payment Date, in which case the amount pursuant to this clause (1)(z) shall equal $0.00 in respect of such distribution payment date to be made on such Preferred Unit Distribution Payment Date and such declared distribution shall instead be paid, on such distribution payment date, to the holder of record of the 5.000[ ]% Series B C Participating Preferred Units to be converted as of 5:00 P.M. New York time, on such record date), by (2) the Class A Share Price, and (B) the Share Cap.

Conversion upon a Change of Control. i. Upon the occurrence of a Change of Control, each holder of the 5.000% Series B Participating E Preferred Units shall have the right (the “Change of Control Conversion Right”), subject to the Special Redemption Right of the Partnership, to convert some or all of the 5.000% Series B Participating E Preferred Units held by such holder on the relevant Change of Control Conversion Date into a number of Class A Units per 5.000% Series B Participating E Preferred Unit equal to the lesser of (A) the quotient obtained by dividing (1) the sum of (x) the Initial Liquidation Preference, plus (y) the HPA Amount for the relevant period (if positive), plus (z) any accrued and unpaid distributions thereon to, but excluding, the Change of Control Conversion Date, except if such unless the Change of Control Conversion Date is after a Distribution Record Date for a Preferred Unit Distribution Payment Date for which distributions have been declared and prior to the corresponding Preferred Unit Distribution Payment Date, in which case the no additional amount pursuant to for such accrued and unpaid distribution will be included in this clause (1)(z) shall equal $0.00 in respect of sum and such declared distribution payment date to will instead be made paid, on such Preferred Unit Distribution Payment Date and such declared distribution shall instead be paid, on such distribution payment dateDate, to the holder of record of the 5.000% Series B Participating E Preferred Units to be converted as of 5:00 P.M. New York time, on such record dateDistribution Record Date), by (2) the Class A Share Price, and (B) the Share Cap.

Conversion upon a Change of Control. i. Upon the occurrence of a Change of Control, each holder of the 5.000% Series B Participating G Preferred Units shall have the right (the “Change of Control Conversion Right”), subject to the Special Redemption Right of the Partnership, to convert some or all of the 5.000% Series B Participating G Preferred Units held by such holder on the relevant Change of Control Conversion Date into a number of Class A Units per 5.000% Series B Participating G Preferred Unit equal to the lesser of (A) the quotient obtained by dividing (1) the sum of (x) the Initial Liquidation Preference, plus (y) the HPA Amount for the relevant period (if positive), plus (z) any accrued and unpaid distributions thereon to, but excluding, the Change of Control Conversion Date, except if such unless the Change of Control Conversion Date is after a Distribution Record Date for a Preferred Unit Distribution Payment Date for which distributions have been declared and prior to the corresponding Preferred Unit Distribution Payment Date, in which case the no additional amount pursuant to for such accrued and unpaid distribution will be included in this clause (1)(z) shall equal $0.00 in respect of sum and such declared distribution payment date to will instead be made paid, on such Preferred Unit Distribution Payment Date and such declared distribution shall instead be paid, on such distribution payment dateDate, to the holder of record of the 5.000% Series B Participating G Preferred Units to be converted as of 5:00 P.M. New York time, on such record dateDistribution Record Date), by (2) the Class A Share Price, and (B) the Share Cap.

Conversion upon a Change of Control. i. Upon the occurrence of a Change of Control, each holder of the 5.000% Series B Participating H Preferred Units shall have the right (the “Change of Control Conversion Right”), subject to the Special Redemption Right of the Partnership, to convert some or all of the 5.000% Series B Participating H Preferred Units held by such holder on the relevant Change of Control Conversion Date into a number of Class A Units per 5.000% Series B Participating H Preferred Unit equal to the lesser of (A) the quotient obtained by dividing (1) the sum of (x) the Initial Liquidation Preference, plus (y) the HPA Amount for the relevant period (if positive), plus (z) any accrued and unpaid distributions thereon to, but excluding, the Change of Control Conversion Date, except if such unless the Change of Control Conversion Date is after a Distribution Record Date for a Preferred Unit Distribution Payment Date for which distributions have been declared and prior to the corresponding Preferred Unit Distribution Payment Date, in which case the no additional amount pursuant to for such accrued and unpaid distribution will be included in this clause (1)(z) shall equal $0.00 in respect of sum and such declared distribution payment date to will instead be made paid, on such Preferred Unit Distribution Payment Date and such declared distribution shall instead be paid, on such distribution payment dateDate, to the holder of record of the 5.000% Series B Participating H Preferred Units to be converted as of 5:00 P.M. New York time, on such record dateDistribution Record Date), by (2) the Class A Share Price, and (B) the Share Cap.