Common use of Distributions, Combinations, Subdivisions and Reclassifications by the Partnership Clause in Contracts

Distributions, Combinations, Subdivisions and Reclassifications by the Partnership. If, prior to the Final Class B Conversion Date, the Partnership: (A) makes a distribution on its Common Units in Common Units; (B) subdivides or splits its Common Units into a greater number of Common Units; (C) combines or reclassifies its Common Units into a smaller number of Common Units; or (D) issues by reclassification of its Common Units any Partnership Interests (including any reclassification in connection with a merger, consolidation, or business combination in which the Partnership is the surviving entity), then the Conversion Number, each Discounted Conversion Number in effect at the time of the Record Date for such distribution or the effective date of such subdivision, split, combination or reclassification and all Discounted Conversion Numbers that may be applicable from time to time after such date, shall be proportionally adjusted based on the number of Common Units (or any Partnership Interests into which such Common Units would have been merged, consolidated or combined pursuant to clause (D) above) that a holder of one Class B Unit would have been entitled to receive had such Class B Unit been entitled to be (and had) converted, immediately prior to such Record Date or effective date, into a number of Common Units (or any Partnership Interests into which such Common Units would have been merged, consolidated or combined pursuant to clause (D) above) equal to the Conversion Number then in effect. An adjustment made pursuant to this Section 5.13(i) shall become effective immediately after the Record Date in the case of a distribution and shall become effective immediately after the effective date in the case of a subdivision, split, combination or reclassification. Adjustments shall be made successively pursuant to this Section 5.13(i) whenever any event described in this Section 5.13(i) shall occur. Notwithstanding the foregoing, no adjustment would be made pursuant to clause (D) above in respect of any Fundamental Change where the Partnership or the holders of Class B Units elect to convert the Class B Units into Common Units in connection with such Fundamental Change.

Distributions, Combinations, Subdivisions and Reclassifications by the Partnership. If, prior to If the Final Class B Conversion Date, the Partnership: Partnership (Ai) makes a distribution on its Common Units in Common Units; , (Bii) subdivides or splits its outstanding Common Units into a greater number of Common Units; , (Ciii) combines or reclassifies its Common Units into a smaller number of Common Units; Units or (Div) issues by reclassification of its Common Units any Partnership Interests (including any reclassification in connection with a merger, consolidation, consolidation or business combination in which the Partnership is the surviving entityPerson), then the Series C Conversion Number, each Discounted Conversion Number Rate in effect at the time of the Record Date for such distribution or the effective date of such subdivision, split, combination combination, or reclassification and all Discounted Conversion Numbers shall be proportionately adjusted so that may be applicable from time to time the conversion of the Series C Preferred Units after such date, time shall be proportionally adjusted based on entitle each Series C Unitholder to receive the aggregate number of Common Units (or any Partnership Interests into which such Common Units would have been mergedcombined, consolidated consolidated, merged or combined reclassified pursuant to clause clauses (Diii) and (iv) above) that a holder of one Class B Unit such Series C Unitholder would have been entitled to receive if the Series C Preferred Units had such Class B Unit been entitled to be (and had) converted, converted into Common Units immediately prior to such Record Date or effective date, into as the case may be, and in the case of a number of Common Units (merger, consolidation or any business combination in which the Partnership Interests into which such Common Units would have been mergedis the surviving Person, consolidated or combined pursuant the Partnership shall provide effective provisions to clause (D) above) equal ensure that the provisions in this Section 5.14 relating to the Conversion Number then in effectSeries C Preferred Units shall not be abridged or amended and that the Series C Preferred Units shall thereafter retain the same powers, preferences and relative participating, optional and other special rights, and the qualifications, limitations and restrictions thereon, that the Series C Preferred Units had immediately prior to such transaction or event. An adjustment made pursuant to this Section 5.13(i5.14(b)(viii)(E) shall become effective immediately after the Record Date in the case of a distribution and shall become effective immediately after the effective date in the case of a subdivision, combination, reclassification (including any reclassification in connection with a merger, consolidation or business combination in which the Partnership is the surviving Person) or split, combination or reclassification. Adjustments Such adjustment shall be made successively pursuant to this Section 5.13(i) whenever any event described in this Section 5.13(i) above shall occur. Notwithstanding If, in the foregoingfuture, no adjustment would be made pursuant to clause (D) above in respect of any Fundamental Change where the Partnership or issues any Convertible Securities, the General Partner shall, at the direction and at the option of the holders of Class B Units elect to convert a majority of the Class B Units into Common Outstanding Series C Preferred Units in connection their sole discretion, either (i) amend the provisions of this Agreement relating to antidilution protection to (A) revise any such provision that is less favorable than the corresponding provision offered in the terms of such Convertible Securities (or any related purchase agreement) so that such provision is the same as such provision offered in the terms of such Convertible Securities (or any related purchase agreement) and (B) incorporate any provision(s) offered in the terms of such Convertible Securities (or any related purchase agreement) that is not currently provided for in this Agreement and which would make the antidilution protection provisions of this Agreement more favorable to the holders of Series C Preferred Units, which amendment shall be effective concurrently with the issuance and/or execution of documentation relating to such Fundamental ChangeConvertible Securities, or (ii) retain the antidilution language applicable to the Series C Preferred Units at such time. The Partnership agrees to provide as much prior notice of the proposed issuance of any such Convertible Securities and/or execution of documentation relating to such issuance of Convertible Securities as is reasonably practicable (and in any event, such notice shall be provided at least ten (10) Business Days prior to such issuance and/or execution).

Distributions, Combinations, Subdivisions and Reclassifications by the Partnership. If, prior to after the Final Class B Conversion Series A Issuance Date, the Partnership: Partnership (Ai) makes a distribution on its Common Units payable in Common Units; Units or another Partnership Interest, (Bii) subdivides or splits its outstanding Common Units into a greater number of Common Units; , (Ciii) combines or reclassifies its Common Units into a smaller number of Common Units; Units or (Div) issues by reclassification of its Common Units any Partnership Interests (including any reclassification in connection with a merger, consolidation, consolidation or business combination in which the Partnership is the surviving entityPerson), in each case other than in connection with a Series A Change of Control (which shall be governed by Section 5.14(b)(vii)), then the Series A Conversion Number, each Discounted Conversion Number Rate in effect at the time of the Record Date for such distribution or the effective date of such subdivision, split, combination combination, or reclassification and all Discounted Conversion Numbers shall be proportionately adjusted so that may be applicable from time to time the conversion of the Series A Preferred Units after such date, time shall be proportionally adjusted based on entitle each Series A Unitholder to receive the aggregate number of Common Units (or any Partnership Interests into which such Common Units would have been mergedcombined, consolidated consolidated, merged or combined reclassified pursuant to clause clauses (Diii) and (iv) above) that a holder of one Class B Unit such Series A Unitholder would have been entitled to receive if the Series A Preferred Units had such Class B Unit been entitled to be (and had) converted, converted into Common Units immediately prior to such Record Date or effective date, into as the case may be, and in the case of a number of Common Units (merger, consolidation or any business combination in which the Partnership Interests into which such Common Units would have been mergedis the surviving Person, consolidated or combined pursuant the Partnership shall provide effective provisions to clause (D) above) equal ensure that the provisions in this Section 5.14 relating to the Conversion Number then in effectSeries A Preferred Units shall not be abridged or amended and that the Series A Preferred Units shall thereafter retain the same powers, preferences and relative participating, optional and other special rights, and the qualifications, limitations and restrictions thereon, that the Series A Preferred Units had immediately prior to such transaction or event. An adjustment made pursuant to this Section 5.13(i5.14(b)(vi)(E) shall become effective immediately after the Record Date in the case of a distribution and shall become effective immediately after the effective date in the case of a subdivision, combination, reclassification (including any reclassification in connection with a merger, consolidation or business combination in which the Partnership is the surviving Person) or split, combination or reclassification. Adjustments Such adjustment shall be made successively pursuant to this Section 5.13(i) whenever any event described in this Section 5.13(i) above shall occur. Notwithstanding the foregoing, no adjustment would be made pursuant to clause (D) above in respect of any Fundamental Change where the Partnership or the holders of Class B Units elect to convert the Class B Units into Common Units in connection with such Fundamental Change.

Distributions, Combinations, Subdivisions and Reclassifications by the Partnership. If, prior to If the Final Class B Conversion Date, the Partnership: Partnership (Ai) makes a distribution on its Common Units in Common Units; , (Bii) subdivides or splits its outstanding Common Units into a greater number of Common Units; , (Ciii) combines or reclassifies its Common Units into a smaller number of Common Units; Units or (Div) issues by reclassification of its Common Units any Partnership Interests (including any reclassification in connection with a merger, consolidation, consolidation or business combination in which the Partnership is the surviving entityPerson), then the Series A Conversion Number, each Discounted Conversion Number Rate in effect at the time of the Record Date for such distribution or the effective date of such subdivision, split, combination combination, or reclassification and all Discounted Conversion Numbers shall be proportionately adjusted so that may be applicable from time to time the conversion of the Series A Preferred Units after such date, time shall be proportionally adjusted based on entitle each Series A Unitholder to receive the aggregate number of Common Units (or any Partnership Interests into which such Common Units would have been mergedcombined, consolidated consolidated, merged or combined reclassified pursuant to clause clauses (Diii) and (iv) above) that a holder of one Class B Unit such Series A Unitholder would have been entitled to receive if the Series A Preferred Units had such Class B Unit been entitled to be (and had) converted, converted into Common Units immediately prior to such Record Date or effective date, into as the case may be, and in the case of a number of Common Units (merger, consolidation or any business combination in which the Partnership Interests into which such Common Units would have been mergedis the surviving Person, consolidated or combined pursuant the Partnership shall provide effective provisions to clause (D) above) equal ensure that the provisions in this Section 5.12 relating to the Conversion Number then in effectSeries A Preferred Units shall not be abridged or amended and that the Series A Preferred Units shall thereafter retain the same powers, preferences and relative participating, optional and other special rights, and the qualifications, limitations and restrictions thereon, that the Series A Preferred Units had immediately prior to such transaction or event. An adjustment made pursuant to this Section 5.13(i5.12(b)(viii)(D) shall become effective immediately after the Record Date in the case of a distribution and shall become effective immediately after the effective date in the case of a subdivision, combination, reclassification (including any reclassification in connection with a merger, consolidation or business combination in which the Partnership is the surviving Person) or split, combination or reclassification. Adjustments Such adjustment shall be made successively pursuant to this Section 5.13(i) whenever any event described in this Section 5.13(i) above shall occur. Notwithstanding If, in the foregoingfuture, no adjustment would be made the Partnership issues any options, warrants, or other rights to purchase Common Units, or Partnership Interests exercisable or convertible into or exchangeable for Common Units (or options, warrants, or other rights to purchase any such Partnership Interests that are exercisable or convertible into or exchangeable for Common Units) other than any such options, warrants or other rights issued pursuant to clause any Long Term Incentive Plan (D) above in respect herein collectively, “Convertible Securities”), the General Partner shall, at the direction and at the option of any Fundamental Change where the Partnership or the holders of Class B Units elect to convert a majority of the Class B Units into Common Outstanding Series A Preferred Units in connection their sole discretion, either (i) amend the provisions of this Agreement relating to antidilution protection to (A) revise any such provision that is less favorable than the corresponding provision offered in the terms of such Convertible Securities (or any related purchase agreement) so that such provision is the same as such provision offered in the terms of such Convertible Securities (or any related purchase agreement) and (B) incorporate any provision(s) offered in the terms of such Convertible Securities (or any related purchase agreement) that is not currently provided for in this Agreement and which would make the antidilution protection provisions of this Agreement more favorable to the holders of Series A Preferred Units, which amendment shall be effective concurrently with the issuance and/or execution of documentation relating to such Fundamental ChangeConvertible Securities, or (ii) retain the antidilution language applicable to the Series A Preferred Units at such time. The Partnership agrees to provide as much prior notice of the proposed issuance of any such Convertible Securities and/or execution of documentation relating to such issuance of Convertible Securities as is reasonably practicable (and in any event, such notice shall be provided at least ten (10) Business Days prior to such issuance and/or execution).

Distributions, Combinations, Subdivisions and Reclassifications by the Partnership. If, prior to If the Final Class B Conversion Date, the Partnership: Partnership (Ai) makes a distribution on its Common Units in Common Units; , (Bii) subdivides or splits its outstanding Common Units into a greater number of Common Units; , (Ciii) combines or reclassifies its Common Units into a smaller number of Common Units; , or (Div) issues by reclassification of its Common Units any Partnership Interests (including any reclassification in connection with a merger, consolidation, consolidation or business combination in which the Partnership is the surviving entityPerson), then the Series D Conversion Number, each Discounted Conversion Number Rate in effect at the time of the Record Date for such distribution or the effective date of such subdivision, split, combination combination, or reclassification and all Discounted Conversion Numbers shall be proportionately adjusted so that may be applicable from time to time the conversion of the Series D Preferred Units after such date, time shall be proportionally adjusted based on entitle each Series D Unitholder to receive the aggregate number of Common Units (or any Partnership Interests into which such Common Units would have been mergedcombined, consolidated consolidated, merged or combined reclassified pursuant to clause clauses (Diii) and (iv) above) that a holder of one Class B Unit such Series D Unitholder would have been entitled to receive if the Series D Preferred Units had such Class B Unit been entitled to be (and had) converted, converted into Common Units immediately prior to such Record Date or effective date, into as the case may be, and in the case of a number of Common Units (merger, consolidation or any business combination in which the Partnership Interests into which such Common Units would have been mergedis the surviving Person, consolidated or combined pursuant the Partnership shall provide effective provisions to clause (D) above) equal ensure that the provisions in this Section 5.15 relating to the Conversion Number then in effectSeries D Preferred Units shall not be abridged or amended and that the Series D Preferred Units shall thereafter retain the same powers, preferences and relative participating, optional and other special rights, and the qualifications, limitations and restrictions thereon, that the Series D Preferred Units had immediately prior to such transaction or event. An adjustment made pursuant to this Section 5.13(i5.15(b)(viii)(D) shall become effective immediately after the Record Date in the case of a distribution and shall become effective immediately after the effective date in the case of a subdivision, combination, reclassification (including any reclassification in connection with a merger, consolidation or business combination in which the Partnership is the surviving Person) or split, combination or reclassification. Adjustments Such adjustment shall be made successively pursuant to this Section 5.13(i) whenever any event described in this Section 5.13(i) above shall occur. Notwithstanding If, in the foregoingfuture, no adjustment would be made pursuant to clause (D) above in respect of any Fundamental Change where the Partnership or issues any Convertible Securities, the General Partner shall, at the direction and at the option of the holders of Class B Units elect to convert a majority of the Class B Units into Common Outstanding Series D Preferred Units in connection their sole discretion, either (i) amend the provisions of this Agreement relating to antidilution protection to (A) revise any such provision that is less favorable than the corresponding provision offered in the terms of such Convertible Securities (or any related purchase agreement) so that such provision is the same as such provision offered in the terms of such Convertible Securities (or any related purchase agreement) and (B) incorporate any provision(s) offered in the terms of such Convertible Securities (or any related purchase agreement) that is not currently provided for in this Agreement and which would make the antidilution protection provisions of this Agreement more favorable to the holders of Series D Preferred Units, which amendment shall be effective concurrently with the issuance and/or execution of documentation relating to such Fundamental ChangeConvertible Securities, or (ii) retain the antidilution language applicable to the Series D Preferred Units at such time. The Partnership agrees to provide as much prior notice of the proposed issuance of any such Convertible Securities and/or execution of documentation relating to such issuance of Convertible Securities as is reasonably practicable (and in any event, such notice shall be provided at least ten (10) Business Days prior to such issuance and/or execution).

Distributions, Combinations, Subdivisions and Reclassifications by the Partnership. If, prior to after the Final Class B Conversion Series A Issuance Date, the Partnership: Partnership (Ai) makes a distribution on its Common Units in Common Units; , (Bii) subdivides or splits its outstanding Common Units into a greater number of Common Units; , (Ciii) combines or reclassifies its Common Units into a smaller number of Common Units; , or (Div) issues by reclassification of its Common Units any Partnership Interests Securities (including any reclassification in connection with a merger, consolidation, consolidation or business combination in which the Partnership is the surviving entityPerson), then the Series A Conversion Number, each Discounted Conversion Number Price in effect at the time of the Record Date for such distribution or of the effective date of such subdivision, split, combination combination, or reclassification and all Discounted Conversion Numbers shall be proportionately adjusted so that may be applicable from time to time the conversion of the Series A Preferred Units after such date, time shall be proportionally adjusted based on entitle the holder to receive the aggregate number of Common Units (or shares of any Partnership Interests Securities into which such shares of Common Units would have been mergedcombined, consolidated consolidated, merged or combined reclassified pursuant to clause clauses (Diii) and (iv) above) that a such holder of one Class B Unit would have been entitled to receive if the Series A Preferred Units had such Class B Unit been entitled to be (and had) converted, converted into Common Units immediately prior to such Record Date or effective date, into as the case may be, and in the case of a number of Common Units (merger, consolidation or any business combination in which the Partnership Interests into which such Common Units would have been mergedis the surviving Person, consolidated or combined pursuant the Partnership shall provide effective provisions to clause (D) above) equal ensure that the provisions in this Section 5.14 relating to the Conversion Number then in effectSeries A Preferred Units shall not be abridged or amended and that the Series A Preferred Units shall thereafter retain the same powers, preferences and relative participating, optional and other special rights, and the qualifications, limitations and restrictions thereon, that the Series A Preferred Units had immediately prior to such transaction or event. An adjustment made pursuant to this Section 5.13(i5.14(b)(viii)(G) shall become effective immediately after the Record Date in the case of a distribution and shall become effective immediately after the effective date in the case of a subdivision, combination, reclassification (including any reclassification in connection with a merger, consolidation or business combination in which the Partnership is the surviving Person) or split, combination or reclassification. Adjustments Such adjustment shall be made successively pursuant to this Section 5.13(i) whenever any event described in this Section 5.13(i) above shall occur. Notwithstanding If, in the foregoingfuture, no adjustment would be made pursuant to clause (D) above in respect of any Fundamental Change where the Partnership issues any options, warrants, or other rights to purchase Common Units, or securities exercisable or convertible into or exchangeable for Common Units (or options, warrants, or other rights to purchase any such securities that are exercisable or convertible into or exchangeable for Common Units) (herein collectively, “Convertible Securities”), the General Partner shall, at the direction and at the option of the holders of Class B Units elect to convert the Class B Units into Common Series A Preferred Units in connection their sole discretion, either (i) amend the provisions of this Agreement relating to the conversion of the Series A Preferred Units to provide antidilution protection that is, in all respects (except as is necessitated by changes to reference the Series A Face Amount and like clerical changes), the same as the antidilution protection offered in the terms of such Convertible Securities (or any related purchase agreement), which amendment shall be effective concurrently with the issuance and/or execution of documentation relating to such Fundamental ChangeConvertible Securities, or (ii) retain the antidilution language applicable to the Series A Preferred Units at such time. The Partnership agrees to provide as much prior notice of an issuance of any such Convertible Securities and/or execution of documentation relating to such issuance of Convertible Securities as reasonably practicable (and in any event, such notice shall be provided at least ten (10) Business Days prior to such issuance and/or execution).

Distributions, Combinations, Subdivisions and Reclassifications by the Partnership. If, prior to after the Final Class B Conversion Initial Series A Issuance Date, the Partnership: Partnership (Ai) makes a distribution on its Common Units payable in Common Units; Units or another Partnership Interest, (Bii) subdivides or splits its outstanding Common Units into a greater number of Common Units; , (Ciii) combines or reclassifies its Common Units into a smaller number of Common Units; Units or (Div) issues by reclassification of its Common Units any Partnership Interests (including any reclassification in connection with a merger, consolidation, consolidation or business combination in which the Partnership is the surviving entityPerson), in each case other than in connection with a Series A Change of Control (which shall be governed by Section 5.11(c)(x)), then the Series A Conversion Number, each Discounted Conversion Number Rate in effect at the time of the Record Date for such distribution or the effective date of such subdivision, split, combination or reclassification and all Discounted Conversion Numbers shall be proportionately adjusted so that may be applicable from time to time the conversion of the Series A Preferred Units after such date, time shall be proportionally adjusted based on entitle each Series A Preferred Unitholder to receive the aggregate number of Common Units (or any Partnership Interests into which such Common Units would have been mergedcombined, consolidated consolidated, merged or combined reclassified pursuant to clause clauses (Diii) and (iv) above) that a holder of one Class B Unit such Series A Preferred Unitholder would have been entitled to receive if the Series A Preferred Units had such Class B Unit been entitled to be (and had) converted, converted into Common Units immediately prior to such Record Date or effective date, into as the case may be, and in the case of a number of Common Units (merger, consolidation or any business combination in which the Partnership Interests into which such Common Units would have been mergedis the surviving Person, consolidated or combined pursuant the Partnership shall provide effective provisions to clause (D) above) equal ensure that the provisions in this Section 5.11 relating to the Conversion Number then in effectSeries A Preferred Units shall not be abridged or amended and that the Series A Preferred Units shall thereafter retain the same powers, preferences and relative participating, optional and other special rights, and the qualifications, limitations and restrictions thereon, that the Series A Preferred Units had immediately prior to such transaction or event. An adjustment made pursuant to this Section 5.13(i5.11(c)(vii)(E) shall become effective immediately after the Record Date in the case of a distribution and shall become effective immediately after the effective date in the case of a subdivision, combination, reclassification (including any reclassification in connection with a merger, consolidation or business combination in which the Partnership is the surviving Person) or split, combination or reclassification. Adjustments Such adjustment shall be made successively pursuant to this Section 5.13(i) whenever any event described in this Section 5.13(i) above shall occur. Notwithstanding the foregoing, no adjustment would be made pursuant to clause (D) above in respect of any Fundamental Change where the Partnership or the holders of Class B Units elect to convert the Class B Units into Common Units in connection with such Fundamental Change.

Distributions, Combinations, Subdivisions and Reclassifications by the Partnership. If, prior to after the Final Class Series B Conversion Issuance Date, the Partnership: Partnership (Ai) makes a distribution on its Common Units payable in Common Units; Units or another security representing a portion of the Partnership’s business, (Bii) subdivides or splits its outstanding Common Units into a greater number of Common Units; , (Ciii) combines or reclassifies its Common Units into a smaller number of Common Units; Units or (Div) issues by reclassification of its Common Units any Partnership Interests (including any reclassification in connection with a merger, consolidation, consolidation or business combination in which the Partnership is the surviving entityPerson), in each case other than in connection with a Series B Change of Control or Series B Consolidation Transaction (which shall be governed by Section 5.10(b)(viii)(F)), then the Series B Conversion Number, each Discounted Conversion Number Rate in effect at the time of the Record Date for such distribution or the effective date of such subdivision, split, combination combination, or reclassification and all Discounted Conversion Numbers shall be proportionately adjusted so that may be applicable from time to time the conversion of the Series B Preferred Units after such date, time shall be proportionally adjusted based on entitle each Series B Unitholder to receive the aggregate number of Common Units (or any Partnership Interests into which such Common Units would have been mergedcombined, consolidated consolidated, merged or combined reclassified pursuant to clause clauses (Diii) and (iv) above) that a holder of one Class such Series B Unit Unitholder would have been entitled to receive if the Series B Preferred Units had such Class B Unit been entitled to be (and had) converted, converted into Common Units immediately prior to such Record Date or effective date, into as the case may be, and in the case of a number of Common Units (merger, consolidation or any business combination in which the Partnership Interests into which such Common Units would have been mergedis the surviving Person, consolidated or combined pursuant the Partnership shall provide effective provisions to clause (D) above) equal ensure that the provisions in this Section 5.10 relating to the Conversion Number then in effectSeries B Preferred Units shall not be abridged or amended and that the Series B Preferred Units shall thereafter retain the same powers, preferences and relative participating, optional and other special rights, and the qualifications, limitations and restrictions thereon, that the Series B Preferred Units had immediately prior to such transaction or event. An adjustment made pursuant to this Section 5.13(i5.10(b)(viii)(E) shall become effective immediately after the Record Date in the case of a distribution and shall become effective immediately after the effective date in the case of a subdivision, combination, reclassification (including any reclassification in connection with a merger, consolidation or business combination in which the Partnership is the surviving Person) or split, combination or reclassification. Adjustments Such adjustment shall be made successively pursuant to this Section 5.13(i) whenever any event described in this Section 5.13(i) above shall occur. Notwithstanding the foregoing, no adjustment would be made pursuant to clause (D) above in respect of any Fundamental Change where the Partnership or the holders of Class B Units elect to convert the Class B Units into Common Units in connection with such Fundamental Change.

Distributions, Combinations, Subdivisions and Reclassifications by the Partnership. If, prior to If the Final Class B Conversion Date, the Partnership: Partnership (Ai) makes a distribution on its Common Units in Common Units; , (Bii) subdivides or splits its outstanding Common Units into a greater number of Common Units; , (Ciii) combines or reclassifies its Common Units into a smaller number of Common Units; Units or (Div) issues by reclassification of its Common Units any Partnership Interests (including any reclassification in connection with a merger, consolidation, consolidation or business combination in which the Partnership is the surviving entityPerson), then the Series E Conversion Number, each Discounted Conversion Number Rate in effect at the time of the Record Date for such distribution or the effective date of such subdivision, split, combination combination, or reclassification and all Discounted Conversion Numbers shall be proportionately adjusted so that may be applicable from time to time the conversion of the Series E Preferred Units after such date, time shall be proportionally adjusted based on entitle each Series E Unitholder to receive the aggregate number of Common Units (or any Partnership Interests into which such Common Units would have been mergedcombined, consolidated consolidated, merged or combined reclassified pursuant to clause clauses (Diii) and (iv) above) that a holder of one Class B Unit such Series E Unitholder would have been entitled to receive if the Series E Preferred Units had such Class B Unit been entitled to be (and had) converted, converted into Common Units immediately prior to such Record Date or effective date, into as the case may be, and in the case of a number of Common Units (merger, consolidation or any business combination in which the Partnership Interests into which such Common Units would have been mergedis the surviving Person, consolidated or combined pursuant the Partnership shall provide effective provisions to clause (D) above) equal ensure that the provisions in this Section 5.16 relating to the Conversion Number then in effectSeries E Preferred Units shall not be abridged or amended and that the Series E Preferred Units shall thereafter retain the same powers, preferences and relative participating, optional and other special rights, and the qualifications, limitations and restrictions thereon, that the Series E Preferred Units had immediately prior to such transaction or event. An adjustment made pursuant to this Section 5.13(i5.16(b)(viii)(D) shall become effective immediately after the Record Date in the case of a distribution and shall become effective immediately after the effective date in the case of a subdivision, combination, reclassification (including any reclassification in connection with a merger, consolidation or business combination in which the Partnership is the surviving Person) or split, combination or reclassification. Adjustments Such adjustment shall be made successively pursuant to this Section 5.13(i) whenever any event described in this Section 5.13(i) above shall occur. Notwithstanding If, in the foregoingfuture, no adjustment would be made pursuant to clause (D) above in respect of any Fundamental Change where the Partnership or issues any Convertible Securities, the General Partner shall, at the direction and at the option of the holders of Class B Units elect to convert a majority of the Class B Units into Common Outstanding Series E Preferred Units in connection their sole discretion, either (i) amend the provisions of this Agreement relating to antidilution protection to (A) revise any such provision that is less favorable than the corresponding provision offered in the terms of such Convertible Securities (or any related purchase agreement) so that such provision is the same as such provision offered in the terms of such Convertible Securities (or any related purchase agreement) and (B) incorporate any provision(s) offered in the terms of such Convertible Securities (or any related purchase agreement) that is not currently provided for in this Agreement and which would make the antidilution protection provisions of this Agreement more favorable to the holders of Series E Preferred Units, which amendment shall be effective concurrently with the issuance and/or execution of documentation relating to such Fundamental ChangeConvertible Securities, or (ii) retain the antidilution language applicable to the Series E Preferred Units at such time. The Partnership agrees to provide as much prior notice of the proposed issuance of any such Convertible Securities and/or execution of documentation relating to such issuance of Convertible Securities as is reasonably practicable (and in any event, such notice shall be provided at least ten (10) Business Days prior to such issuance and/or execution).

Distributions, Combinations, Subdivisions and Reclassifications by the Partnership. If, prior to If the Final Class B Conversion Date, the Partnership: Partnership (Ai) makes a distribution on its Common Units in Common Units; , (Bii) subdivides or splits its outstanding Common Units into a greater number of Common Units; , (Ciii) combines or reclassifies its Common Units into a smaller number of Common Units; Units or (Div) issues by reclassification of its Common Units any Partnership Interests (including any reclassification in connection with a merger, consolidation, consolidation or business combination in which the Partnership is the surviving entityPerson), then the Series A Conversion Number, each Discounted Conversion Number Rate in effect at the time of the Record Date for such distribution or the effective date of such subdivision, split, combination combination, or reclassification and all Discounted Conversion Numbers shall be proportionately adjusted so that may be applicable from time to time the conversion of the Series A Preferred Units after such date, time shall be proportionally adjusted based on entitle each Series A Unitholder to receive the aggregate number of Common Units (or any Partnership Interests into which such Common Units would have been mergedcombined, consolidated consolidated, merged or combined reclassified pursuant to clause clauses (Diii) and (iv) above) that a holder of one Class B Unit such Series A Unitholder would have been entitled to receive if the Series A Preferred Units had such Class B Unit been entitled to be (and had) converted, converted into Common Units immediately prior to such Record Date or effective date, into as the case may be, and in the case of a number of Common Units (merger, consolidation or any business combination in which the Partnership Interests into which such Common Units would have been mergedis the surviving Person, consolidated or combined pursuant the Partnership shall provide effective provisions to clause (D) above) equal ensure that the provisions in this Section 5.12 relating to the Conversion Number then in effectSeries A Preferred Units shall not be abridged or amended and that the Series A Preferred Units shall thereafter retain the same powers, preferences and relative participating, optional and other special rights, and the qualifications, limitations and restrictions thereon, that the Series A Preferred Units had immediately prior to such transaction or event. An adjustment made pursuant to this Section 5.13(i5.12(b)(viii)(E) shall become effective immediately after the Record Date in the case of a distribution and shall become effective immediately after the effective date in the case of a subdivision, combination, reclassification (including any reclassification in connection with a merger, consolidation or business combination in which the Partnership is the surviving Person) or split, combination or reclassification. Adjustments Such adjustment shall be made successively pursuant to this Section 5.13(i) whenever any event described in this Section 5.13(i) above shall occur. Notwithstanding If, in the foregoingfuture, no adjustment would be made the Partnership issues any options, warrants, or other rights to purchase Common Units, or Partnership Interests exercisable or convertible into or exchangeable for Common Units (or options, warrants, or other rights to purchase any such Partnership Interests that are exercisable or convertible into or exchangeable for Common Units) other than any such options, warrants or other rights issued pursuant to clause any Long Term Incentive Plan (D) above in respect herein collectively, “Convertible Securities”), the General Partner shall, at the direction and at the option of any Fundamental Change where the Partnership or the holders of Class B Units elect to convert a majority of the Class B Units into Common Outstanding Series A Preferred Units in connection their sole discretion, either (i) amend the provisions of this Agreement relating to antidilution protection to (A) revise any such provision that is less favorable than the corresponding provision offered in the terms of such Convertible Securities (or any related purchase agreement) so that such provision is the same as such provision offered in the terms of such Convertible Securities (or any related purchase agreement) and (B) incorporate any provision(s) offered in the terms of such Convertible Securities (or any related purchase agreement) that is not currently provided for in this Agreement and which would make the antidilution protection provisions of this Agreement more favorable to the holders of Series A Preferred Units, which amendment shall be effective concurrently with the issuance and/or execution of documentation relating to such Fundamental ChangeConvertible Securities, or (ii) retain the antidilution language applicable to the Series A Preferred Units at such time. The Partnership agrees to provide as much prior notice of the proposed issuance of any such Convertible Securities and/or execution of documentation relating to such issuance of Convertible Securities as is reasonably practicable (and in any event, such notice shall be provided at least ten (10) Business Days prior to such issuance and/or execution).

Distributions, Combinations, Subdivisions and Reclassifications by the Partnership. If, prior to If after the Final Class B Conversion Date, Series A Issuance Date the Partnership: Partnership (A) makes a distribution on its Common Units in Common Units; , (B) subdivides or splits its outstanding Common Units into a greater number of Common Units; , (C) combines or reclassifies its Common Units into a smaller number of Common Units; Units or (D) issues by reclassification of its Common Units any Partnership Interests Securities (including any reclassification in connection with a merger, consolidation, consolidation or business combination in which the Partnership is the surviving entityPerson), then the Conversion NumberSeries A Ceiling Price, each Discounted Conversion Number Series A Midpoint Price and Series A Floor Price in effect at the time of the Record Date for such distribution or the effective date of such subdivision, split, combination combination, or reclassification and all Discounted Conversion Numbers shall be proportionately adjusted so that may be applicable from time to time the conversion of the Series A Preferred Units after such date, time shall be proportionally adjusted based on entitle the holder to receive the aggregate number of Common Units (or shares of any Partnership Interests Securities into which such shares of Common Units would have been mergedcombined, consolidated consolidated, merged or combined reclassified pursuant to clause clauses (C) or (D) above) that a such holder of one Class B Unit would have been entitled to receive if the Series A Preferred Units had such Class B Unit been entitled to be (and had) converted, converted into Common Units immediately prior to such Record Date or effective date, into as the case may be, and in the case of a number of Common Units (merger, consolidation or any business combination in which the Partnership Interests into which such Common Units would have been mergedis the surviving Person, consolidated or combined pursuant the Partnership shall provide effective provisions to clause (D) above) equal ensure that the provisions in this Section 5.12 relating to the Conversion Number then in effectSeries A Preferred Units shall not be abridged or amended and that the Series A Preferred Units shall thereafter retain the same powers, preferences and relative participating, optional and other special rights, and the qualifications, limitations and restrictions thereon, that the Series A Preferred Units had immediately prior to such transaction or event. An adjustment made pursuant to this Section 5.13(i5.12(c)(iv) shall become effective immediately after the Record Date in the case of a distribution and shall become effective immediately after the effective date in the case of a subdivision, combination, reclassification (including any reclassification in connection with a merger, consolidation or business combination in which the Partnership is the surviving Person) or split, combination or reclassification. Adjustments Such adjustment shall be made successively pursuant to this Section 5.13(i) whenever any event described in this Section 5.13(i) above shall occur. Notwithstanding the foregoing, no adjustment would be made pursuant The Partnership agrees that it will act in good faith to clause (Dmake any adjustment(s) above required by this Section 5.12(b)(iv) equitably and in respect of any Fundamental Change where the Partnership or such a manner as to afford the holders of Class B Series A Preferred Units elect the benefits of the provisions hereof, and will not take any action to convert deprive such holders of the Class B Units into Common Units in connection with such Fundamental Changebenefit hereof.

Distributions, Combinations, Subdivisions and Reclassifications by the Partnership. If, prior to after the Final Class B Conversion DateSeries A Original Issue Date and following any days used in determining the applicable Common Unit Market Price, the Partnership: Partnership (Ai) makes a distribution on its Common Units payable in Common Units; Units or another Partnership Interest, (Bii) subdivides or splits its Outstanding Common Units into a greater number of Common Units; , (Ciii) combines or reclassifies its Common Units into a smaller number of Common Units; Units or (Div) issues by reclassification of its Common Units any Partnership Interests (including any reclassification in connection with a merger, consolidation, consolidation or business combination in which the Partnership is the surviving entityPerson), then the Series A Conversion NumberRatio or Series A Change of Control Conversion Ratio, each Discounted Conversion Number in effect at or conversion calculations pursuant to adjustments to the time of Common Unit Market Price, determined based on any days prior to, on or after the Record Date for such distribution or the effective date of such subdivision, split, combination combination, or reclassification and all Discounted Conversion Numbers shall be proportionately adjusted so that may be applicable from time to time the conversion of the Series A Preferred Units after such date, time shall be proportionally adjusted based on entitle each Series A Preferred Unitholder to receive the aggregate number of Common Units (or any Partnership Interests into which such Common Units would have been mergedcombined, consolidated consolidated, merged or combined reclassified pursuant to clause clauses (Diii) and (iv) above) that a holder of one Class B Unit such Series A Preferred Unitholder would have been entitled to receive if the Series A Preferred Units had such Class B Unit been entitled to be (and had) converted, converted into Common Units immediately prior to such Record Date or effective date, into a number of Common Units (or any Partnership Interests into which such Common Units would have been mergedas the case may be, consolidated or combined pursuant to clause (D) above) equal to the Conversion Number then in effect. An adjustment made pursuant to this Section 5.13(i) shall become effective immediately after the Record Date and in the case of a distribution merger, consolidation or business combination in which the Partnership is the surviving Person, the Partnership shall provide effective provisions to ensure that the provisions in this Section 5.12 relating to the Series A Preferred Units shall not be abridged or amended and that the Series A Preferred Units shall become effective thereafter retain the same powers, preferences and relative participating, optional and other special rights, and the qualifications, limitations and restrictions thereon, that the Series A Preferred Units had immediately after prior to such transaction or event. For the effective date in the case avoidance of a subdivisiondoubt, split, combination or reclassification. Adjustments no adjustment shall be made successively to the Series A Conversion Ratio, Series A Change of Control Conversion Ratio, or conversion calculations pursuant to Section 5.12(f)(vii), Section 5.12(m)(i)(B) or Section 5.12(m)(i)(C), pursuant to this Section 5.13(i5.12(n) whenever as a result of, subject to any event described in this affirmative vote or consent that may be required under Section 5.13(i5.12(e): (w) shall occur. Notwithstanding the foregoingcash distributions made to any holders of Partnership Securities, no adjustment would be made pursuant to clause (Dx) above in respect any issuance of Partnership Security for cash (or upon conversion of any Fundamental Change where convertible Partnership Security or convertible debt), (y) any grant of Partnership Securities or any option, warrant or other right to purchase or receive Partnership Securities or issuance of Partnership Securities upon the exercise or vesting of any such option, warrant or right, or (z) the issuance of Partnership Securities in connection with the acquisition of assets or equity interests by the Partnership or the holders of Class B Units elect to convert the Class B Units into Common Units in connection with such Fundamental Change.any Subsidiary.‌

Distributions, Combinations, Subdivisions and Reclassifications by the Partnership. If, prior to after the Final Class B Conversion Initial Series A Issuance Date, the Partnership: Partnership (Ai) makes a distribution on its Common Units payable in Common Units; Units or another Partnership Interest, (Bii) subdivides or splits its outstanding Common Units into a greater number of Common Units; , (Ciii) combines or reclassifies its Common Units into a smaller number of Common Units; Units or (Div) issues by reclassification of its Common Units any Partnership Interests (including any reclassification in connection with a merger, consolidation, consolidation or business combination in which the Partnership is the surviving entityPerson), in each case other than in connection with a Series A Change of Control (which shall be governed by Section 5.11(c)(vii)(F)), then the Series A Conversion Number, each Discounted Conversion Number Rate in effect at the time of the Record Date for such distribution or the effective date of such subdivision, split, combination or reclassification and all Discounted Conversion Numbers shall be proportionately adjusted so that may be applicable from time to time the conversion of the Series A Preferred Units after such date, time shall be proportionally adjusted based on entitle each Series A Preferred Unitholder to receive the aggregate number of Common Units (or any Partnership Interests into which such Common Units would have been mergedcombined, consolidated consolidated, merged or combined reclassified pursuant to clause clauses (Diii) and (iv) above) that a holder of one Class B Unit such Series A Preferred Unitholder would have been entitled to receive if the Series A Preferred Units had such Class B Unit been entitled to be (and had) converted, converted into Common Units immediately prior to such Record Date or effective date, into as the case may be, and in the case of a number of Common Units (merger, consolidation or any business combination in which the Partnership Interests into which such Common Units would have been mergedis the surviving Person, consolidated or combined pursuant the Partnership shall provide effective provisions to clause (D) above) equal ensure that the provisions in this Section 5.11 relating to the Conversion Number then in effectSeries A Preferred Units shall not be abridged or amended and that the Series A Preferred Units shall thereafter retain the same powers, preferences and relative participating, optional and other special rights, and the qualifications, limitations and restrictions thereon, that the Series A Preferred Units had immediately prior to such transaction or event. An adjustment made pursuant to this Section 5.13(i5.11(c)(vii)(E) shall become effective immediately after the Record Date in the case of a distribution and shall become effective immediately after the effective date in the case of a subdivision, combination, reclassification (including any reclassification in connection with a merger, consolidation or business combination in which the Partnership is the surviving Person) or split, combination or reclassification. Adjustments Such adjustment shall be made successively pursuant to this Section 5.13(i) whenever any event described in this Section 5.13(i) above shall occur. Notwithstanding the foregoing, no adjustment would be made pursuant to clause (D) above in respect of any Fundamental Change where the Partnership or the holders of Class B Units elect to convert the Class B Units into Common Units in connection with such Fundamental Change.

Distributions, Combinations, Subdivisions and Reclassifications by the Partnership. If, prior to after the Final Class B Conversion Series D Initial Closing Date, the Partnership: Partnership (Ai) makes a distribution on its Common Units payable in Common Units; Units or another Partnership Interest, (Bii) subdivides or splits its Outstanding Common Units into a greater number of Common Units; , (Ciii) combines or reclassifies its Common Units into a smaller number of Common Units; Units or (Div) issues by reclassification of its Common Units any Partnership Interests (including any reclassification in connection with a merger, consolidation, consolidation or business combination in which the Partnership is the surviving entityPerson), in each case other than in connection with a Series D Change of Control (which shall be governed by Section 19.7), then the Series D Conversion Number, each Discounted Conversion Number Ratio in effect at the time of the Record Date for such distribution or the effective date of such subdivision, split, combination combination, or reclassification and all Discounted Conversion Numbers shall be proportionately adjusted so that may be applicable from time to time the conversion of the Series D Preferred Units after such date, time shall be proportionally adjusted based on entitle each Series D Preferred Unitholder to receive the aggregate number of Common Units (or any Partnership Interests into which such Common Units would have been mergedcombined, consolidated consolidated, merged or combined reclassified pursuant to clause clauses (Diii) and (iv) above) that a holder of one Class B Unit such Series D Preferred Unitholder would have been entitled to receive if the Series D Preferred Units had such Class B Unit been entitled to be (and had) converted, converted into Common Units immediately prior to such Record Date or effective date, into as the case may be, and in the case of a number of Common Units (merger, consolidation or any business combination in which the Partnership Interests into which such Common Units would have been mergedis the surviving Person, consolidated or combined pursuant the Partnership shall provide effective provisions to clause (D) above) equal ensure that the provisions in this Article XIX relating to the Conversion Number then in effectSeries D Preferred Units shall not be abridged or amended and that the Series D Preferred Units shall thereafter retain the same powers, preferences and relative participating, optional and other special rights, and the qualifications, limitations and restrictions thereon, that the Series D Preferred Units had immediately prior to such transaction or event. An adjustment made pursuant to this Section 5.13(i19.6(d) shall become effective immediately after the Record Date in the case of a distribution and shall become effective immediately after the effective date in the case of a subdivision, combination, reclassification (including any reclassification in connection with a merger, consolidation or business combination in which the Partnership is the surviving Person) or split, combination or reclassification. Adjustments Such adjustment shall be made successively pursuant to this Section 5.13(i) whenever any event described in this Section 5.13(i) above shall occur. Notwithstanding the foregoing, no if the Partnership makes any change to the Merger Consideration that would result in a Series D Preferred Unitholder receiving a lesser Percentage Interest of Common Units upon consummation of the transactions contemplated by the Merger Agreement than the Percentage Interest of Common Units to which such Series D Preferred Unitholder would have been entitled absent such change to the Merger Consideration, in each case assuming that all of the Series D Preferred Units held by such Series D Preferred Unitholder had been converted into Common Units immediately prior to the consummation of the transactions contemplated by the Merger Agreement, then, upon consummation of the transactions contemplated by the Merger Agreement in accordance therewith, the Series D Conversion Ratio in effect at the time of such change to the Merger Consideration shall be proportionately adjusted so that such Series D Preferred Unitholder shall be entitled to receive the Percentage Interest of Common Units upon consummation of the transactions contemplated by the Merger Agreement that such Series D Preferred Unitholder would have been entitled to receive absent such change to the Merger Consideration, in each case assuming that all of the Series D Preferred Units held by such Series D Preferred Unitholder had been converted into Common Units immediately prior to the consummation of the transactions contemplated by the Merger Agreement. Notwithstanding anything in this Agreement to the contrary, whenever the issuance of a Partnership Interest or other event would require an adjustment would to the Series D Conversion Ratio under one or more of the provisions of this Agreement, only one adjustment shall be made pursuant to clause (D) above the Series D Conversion Ratio in respect of such issuance or event. For the avoidance of doubt, no adjustment shall be made to the Series D Conversion Ratio pursuant to this Section 19.6(d) as a result of, subject to any Fundamental Change where approval that may be required under Section 19.4: (w) cash distributions made to any holders of Partnership Securities, (x) any issuance of Partnership Security for cash (or upon conversion of any convertible Partnership Security or convertible debt), (y) any grant of Partnership Securities or any option, warrant or other right to purchase or receive Partnership Securities or issuance of Partnership Securities upon the exercise or vesting of any such option, warrant or right, or (z) the issuance of Partnership Securities in connection with the acquisition of assets or equity interests by the Partnership or any Subsidiary. Solely for the holders purposes of Class B Units elect this Section 19.6(d), the term “Merger Agreement” shall have the meaning assigned to convert such term in the Class B Units into Common Units Series D Purchase Agreement, and the term “Merger Consideration” shall have the meaning assigned to such term in connection with such Fundamental Changethe Merger Agreement (as defined in the Series D Purchase Agreement).

Distributions, Combinations, Subdivisions and Reclassifications by the Partnership. If, prior to If the Final Class B Conversion Date, the Partnership: Partnership (Ai) makes a distribution on its Common Units in Common Units; , (Bii) subdivides or splits its outstanding Common Units into a greater number of Common Units; , (Ciii) combines or reclassifies its Common Units into a smaller number of Common Units; Units or (Div) issues by reclassification of its Common Units any Partnership Interests (including any reclassification in connection with a merger, consolidation, consolidation or business combination in which the Partnership is the surviving entityPerson), in each case other than in connection with a Series A Change of Control (which shall be governed by Section 5.12(b)(viii)(E)), then the Series A Conversion Number, each Discounted Conversion Number Rate in effect at the time of the Record Date for such distribution or the effective date of such subdivision, split, combination combination, or reclassification and all Discounted Conversion Numbers shall be proportionately adjusted so that may be applicable from time to time the conversion of the Series A Preferred Units after such date, time shall be proportionally adjusted based on entitle each Series A Unitholder to receive the aggregate number of Common Units (or any Partnership Interests into which such Common Units would have been mergedcombined, consolidated consolidated, merged or combined reclassified pursuant to clause clauses (Diii) and (iv) above) that a holder of one Class B Unit such Series A Unitholder would have been entitled to receive if the Series A Preferred Units had such Class B Unit been entitled to be (and had) converted, converted into Common Units immediately prior to such Record Date or effective date, into as the case may be, and in the case of a number of Common Units (merger, consolidation or any business combination in which the Partnership Interests into which such Common Units would have been mergedis the surviving Person, consolidated or combined pursuant the Partnership shall provide effective provisions to clause (D) above) equal ensure that the provisions in this Section 5.12 relating to the Conversion Number then in effectSeries A Preferred Units shall not be abridged or amended and that the Series A Preferred Units shall thereafter retain the same powers, preferences and relative participating, optional and other special rights, and the qualifications, limitations and restrictions thereon, that the Series A Preferred Units had immediately prior to such transaction or event. An adjustment made pursuant to this Section 5.13(i5.12(b)(viii)(D) shall become effective immediately after the Record Date in the case of a distribution and shall become effective immediately after the effective date in the case of a subdivision, combination, reclassification (including any reclassification in connection with a merger, consolidation or business combination in which the Partnership is the surviving Person) or split, combination or reclassification. Adjustments Such adjustment shall be made successively pursuant to this Section 5.13(i) whenever any event described in this Section 5.13(i) above shall occur. Notwithstanding If, in the foregoingfuture, no adjustment would be made the Partnership issues any options, warrants, or other rights to purchase Common Units, or Partnership Interests exercisable or convertible into or exchangeable for Common Units (or options, warrants, or other rights to purchase any such Partnership Interests that are exercisable or convertible into or exchangeable for Common Units) other than Series A PIK Preferred Units or any such options, warrants or other rights issued pursuant to clause any Long Term Incentive Plan (D) above in respect herein collectively, “Convertible Securities”), the General Partner shall, at the direction and at the option of any Fundamental Change where the Partnership or the holders of Class B Units elect to convert a majority of the Class B Units into Common Outstanding Series A Preferred Units in connection their sole discretion, either (i) amend the provisions of this Agreement relating to antidilution protection to (A) revise any such provision that is less favorable than the corresponding provision offered in the terms of such Convertible Securities (or any related purchase agreement) so that such provision is the same as such provision offered in the terms of such Convertible Securities (or any related purchase agreement) and (B) incorporate any provision(s) offered in the terms of such Convertible Securities (or any related purchase agreement) that is not currently provided for in this Agreement and which would make the antidilution protection provisions of this Agreement more favorable to the holders of Series A Preferred Units, which amendment shall be effective concurrently with the issuance and/or execution of documentation relating to such Fundamental ChangeConvertible Securities, or (ii) retain the antidilution language applicable to the Series A Preferred Units at such time. The Partnership agrees to provide as much prior notice of the proposed issuance of any such Convertible Securities and/or execution of documentation relating to such issuance of Convertible Securities as is reasonably practicable (and in any event, such notice shall be provided at least ten (10) Business Days prior to such issuance and/or execution).

Distributions, Combinations, Subdivisions and Reclassifications by the Partnership. If, prior to If the Final Class B Conversion Date, the Partnership: Partnership (Ai) makes a distribution on its Common Units in Common Units; , (Bii) subdivides or splits its outstanding Common Units into a greater number of Common Units; , (Ciii) combines or reclassifies its Common Units into a smaller number of Common Units; Units or (Div) issues by reclassification of its Common Units any Partnership Interests (including any reclassification in connection with a merger, consolidation, consolidation or business combination in which the Partnership is the surviving entityPerson), then the Series C Conversion Number, each Discounted Conversion Number Rate in effect at the time of the Record Date for such distribution or the effective date of such subdivision, split, combination combination, or reclassification and all Discounted Conversion Numbers shall be proportionately adjusted so that may be applicable from time to time the conversion of the Series C Preferred Units after such date, time shall be proportionally adjusted based on entitle each Series C Unitholder to receive the aggregate number of Common Units (or any Partnership Interests into which such Common Units would have been mergedcombined, consolidated consolidated, merged or combined reclassified pursuant to clause clauses (Diii) and (iv) above) that a holder of one Class B Unit such Series C Unitholder would have been entitled to receive if the Series C Preferred Units had such Class B Unit been entitled to be (and had) converted, converted into Common Units immediately prior to such Record Date or effective date, into as the case may be, and in the case of a number of Common Units (merger, consolidation or any business combination in which the Partnership Interests into which such Common Units would have been mergedis the surviving Person, consolidated or combined pursuant the Partnership shall provide effective provisions to clause (D) above) equal ensure that the provisions in this Section 5.12 relating to the Conversion Number then in effectSeries C Preferred Units shall not be abridged or amended and that the Series C Preferred Units shall thereafter retain the same powers, preferences and relative participating, optional and other special rights, and the qualifications, limitations and restrictions thereon, that the Series C Preferred Units had immediately prior to such transaction or event. An adjustment made pursuant to this Section 5.13(i5.12(b)(viii)(E) shall become effective immediately after the Record Date in the case of a distribution and shall become effective immediately after the effective date in the case of a subdivision, combination, reclassification (including any reclassification in connection with a merger, consolidation or business combination in which the Partnership is the surviving Person) or split, combination or reclassification. Adjustments Such adjustment shall be made successively pursuant to this Section 5.13(i) whenever any event described in this Section 5.13(i) above shall occur. Notwithstanding If, in the foregoingfuture, no adjustment would be made pursuant to clause (D) above in respect of any Fundamental Change where the Partnership or issues any Convertible Securities, the General Partner shall, at the direction and at the option of the holders of Class B Units elect to convert a majority of the Class B Units into Common Outstanding Series C Preferred Units in connection their sole discretion, either (i) amend the provisions of this Agreement relating to antidilution protection to (A) revise any such provision that is less favorable than the corresponding provision offered in the terms of such Convertible Securities (or any related purchase agreement) so that such provision is the same as such provision offered in the terms of such Convertible Securities (or any related purchase agreement) and (B) incorporate any provision(s) offered in the terms of such Convertible Securities (or any related purchase agreement) that is not currently provided for in this Agreement and which would make the antidilution protection provisions of this Agreement more favorable to the holders of Series C Preferred Units, which amendment shall be effective concurrently with the issuance and/or execution of documentation relating to such Fundamental ChangeConvertible Securities, or (ii) retain the antidilution language applicable to the Series C Preferred Units at such time. The Partnership agrees to provide as much prior notice of the proposed issuance of any such Convertible Securities and/or execution of documentation relating to such issuance of Convertible Securities as is reasonably practicable (and in any event, such notice shall be provided at least ten (10) Business Days prior to such issuance and/or execution).

Distributions, Combinations, Subdivisions and Reclassifications by the Partnership. If, prior to If the Final Class B Conversion Date, the Partnership: Partnership (Ai) makes a distribution on its Common Units in Common Units; , (Bii) subdivides or splits its outstanding Common Units into a greater number of Common Units; , (Ciii) combines or reclassifies its Common Units into a smaller number of Common Units; , or (Div) issues by reclassification of its Common Units any Partnership Interests (including any reclassification in connection with a merger, consolidation, consolidation or business combination in which the Partnership is the surviving entityPerson), then the Series D Conversion Number, each Discounted Conversion Number Rate in effect at the time of the Record Date for such distribution or the effective date of such subdivision, split, combination combination, or reclassification and all Discounted Conversion Numbers shall be proportionately adjusted so that may be applicable from time to time the conversion of the Series D Preferred Units after such date, time shall be proportionally adjusted based on entitle each Series D Unitholder to receive the aggregate number of Common Units (or any Partnership Interests into which such Common Units would have been mergedcombined, consolidated consolidated, merged or combined reclassified pursuant to clause clauses (Diii) and (iv) above) that a holder of one Class B Unit such Series D Unitholder would have been entitled to receive if the Series D Preferred Units had such Class B Unit been entitled to be (and had) converted, converted into Common Units immediately prior to such Record Date or effective date, into as the case may be, and in the case of a number of Common Units (merger, consolidation or any business combination in which the Partnership Interests into which such Common Units would have been mergedis the surviving Person, consolidated or combined pursuant the Partnership shall provide effective provisions to clause (D) above) equal ensure that the provisions in this Section 5.15 relating to the Conversion Number then in effectSeries D Preferred Units shall not be abridged or amended and that the Series D Preferred Units shall thereafter retain the same powers, preferences and relative participating, optional and other special rights, and the qualifications, limitations and restrictions thereon, that the Series D Preferred Units had immediately prior to such transaction or event. An adjustment made pursuant to this Section 5.13(i5.15(b)(viii)(D) shall become effective immediately after the Record Date in the case of a distribution and shall become effective immediately after the effective date in the case of a subdivision, combination, reclassification (including any reclassification in connection with a merger, consolidation or business combination in which the Partnership is the surviving Person) or split, combination or reclassification. Adjustments Such 117 adjustment shall be made successively pursuant to this Section 5.13(i) whenever any event described in this Section 5.13(i) above shall occur. Notwithstanding If, in the foregoingfuture, no adjustment would be made pursuant to clause (D) above in respect of any Fundamental Change where the Partnership or issues any Convertible Securities, the General Partner shall, at the direction and at the option of the holders of Class B Units elect to convert a majority of the Class B Units into Common Outstanding Series D Preferred Units in connection their sole discretion, either (i) amend the provisions of this Agreement relating to antidilution protection to (A) revise any such provision that is less favorable than the corresponding provision offered in the terms of such Convertible Securities (or any related purchase agreement) so that such provision is the same as such provision offered in the terms of such Convertible Securities (or any related purchase agreement) and (B) incorporate any provision(s) offered in the terms of such Convertible Securities (or any related purchase agreement) that is not currently provided for in this Agreement and which would make the antidilution protection provisions of this Agreement more favorable to the holders of Series D Preferred Units, which amendment shall be effective concurrently with the issuance and/or execution of documentation relating to such Fundamental ChangeConvertible Securities, or (ii) retain the antidilution language applicable to the Series D Preferred Units at such time. The Partnership agrees to provide as much prior notice of the proposed issuance of any such Convertible Securities and/or execution of documentation relating to such issuance of Convertible Securities as is reasonably practicable (and in any event, such notice shall be provided at least ten (10) Business Days prior to such issuance and/or execution).

Distributions, Combinations, Subdivisions and Reclassifications by the Partnership. If, prior to If the Final Class B Conversion Date, the Partnership: Partnership (Ai) makes a distribution on its Common Units in Common Units; , (Bii) subdivides or splits its outstanding Common Units into a greater number of Common Units; , (Ciii) combines or reclassifies its Common Units into a smaller number of Common Units; Units or (Div) issues by reclassification of its Common Units any Partnership Interests (including any reclassification in connection with a merger, consolidation, consolidation or business combination in which the Partnership is the surviving entityPerson), then the Series A Conversion Number, each Discounted Conversion Number Rate in effect at the time of the Record Date for such distribution or the effective date of such subdivision, split, combination combination, or reclassification and all Discounted Conversion Numbers shall be proportionately adjusted so that may be applicable from time to time the conversion of the Series A Preferred Units after such date, time shall be proportionally adjusted based on entitle each Series A Unitholder to receive the aggregate number of Common Units (or any Partnership Interests into which such Common Units would have been mergedcombined, consolidated consolidated, merged or combined reclassified pursuant to clause clauses (Diii) and (iv) above) that a holder of one Class B Unit such Series A Unitholder would have been entitled to receive if the Series A Preferred Units had such Class B Unit been entitled to be (and had) converted, converted into Common Units immediately prior to such Record Date or effective date, into as the case may be, and in the case of a number of Common Units (merger, consolidation or any business combination in which the Partnership Interests into which such Common Units would have been mergedis the surviving Person, consolidated or combined pursuant the Partnership shall provide effective provisions to clause (D) above) equal ensure that the provisions in this Section 5.11 relating to the Conversion Number then in effectSeries A Preferred Units shall not be abridged or amended and that the Series A Preferred Units shall thereafter retain the same powers, preferences and relative participating, optional and other special rights, and the qualifications, limitations and restrictions thereon, that the Series A Preferred Units had immediately prior to such transaction or event. An adjustment made pursuant to this Section 5.13(i5.11(b)(viii)(D) shall become effective immediately after the Record Date in the case of a distribution and shall become effective immediately after the effective date in the case of a subdivision, combination, reclassification (including any reclassification in connection with a merger, consolidation or business combination in which the Partnership is the surviving Person) or split, combination or reclassification. Adjustments Such adjustment shall be made successively pursuant to this Section 5.13(i) whenever any event described in this Section 5.13(i) above shall occur. Notwithstanding If, in the foregoingfuture, no adjustment would be made the Partnership issues any options, warrants, or other rights to purchase Common Units, or Partnership Interests exercisable or convertible into or exchangeable for Common Units (or options, warrants, or other rights to purchase any such Partnership Interests that are exercisable or convertible into or exchangeable for Common Units) other than any such options, warrants or other rights issued pursuant to clause any Long Term Incentive Plan (D) above in respect herein collectively, “Convertible Securities”), the General Partner shall, at the direction and at the option of any Fundamental Change where the Partnership or the holders of Class B Units elect to convert a majority of the Class B Units into Common Outstanding Series A Preferred Units in connection their sole discretion, either (i) amend the provisions of this Agreement relating to antidilution protection to (A) revise any such provision that is less favorable than the corresponding provision offered in the terms of such Convertible Securities (or any related purchase agreement) so that such provision is the same as such provision offered in the terms of such Convertible Securities (or any related purchase agreement) and (B) incorporate any provision(s) offered in the terms of such Convertible Securities (or any related purchase agreement) that is not currently provided for in this Agreement and which would make the antidilution protection provisions of this Agreement more favorable to the holders of Series A Preferred Units, which amendment shall be effective concurrently with the issuance and/or execution of documentation relating to such Fundamental ChangeConvertible Securities, or (ii) retain the antidilution language applicable to the Series A Preferred Units at such time. The Partnership agrees to provide as much prior notice of the proposed issuance of any such Convertible Securities and/or execution of documentation relating to such issuance of Convertible Securities as is reasonably practicable (and in any event, such notice shall be provided at least ten (10) Business Days prior to such issuance and/or execution).

Distributions, Combinations, Subdivisions and Reclassifications by the Partnership. If, prior to If the Final Class B Conversion Date, the Partnership: Partnership (Ai) makes a distribution on its Common Units in Common Units; , (Bii) subdivides or splits its outstanding Common Units into a greater number of Common Units; , (Ciii) combines or reclassifies its Common Units into a smaller number of Common Units; Units or (Div) issues by reclassification of its Common Units any Partnership Interests (including any reclassification in connection with a merger, consolidation, consolidation or business combination in which the Partnership is the surviving entityPerson), then the Series E Conversion Number, each Discounted Conversion Number Rate in effect at the time of the Record Date for such distribution or the effective date of such subdivision, split, combination combination, or reclassification and all Discounted Conversion Numbers shall be proportionately adjusted so that may be applicable from time to time the conversion of the Series E Preferred Units after such date, time shall be proportionally adjusted based on entitle each Series E Unitholder to receive the aggregate number of Common Units (or any Partnership Interests into which such Common Units would have been mergedcombined, consolidated consolidated, merged or combined reclassified pursuant to clause clauses (Diii) and (iv) above) that a holder of one Class B Unit such Series E Unitholder would have been entitled to receive if the Series E Preferred Units had such Class B Unit been entitled to be (and had) converted, converted into Common Units immediately prior to such Record Date or effective date, into as the case may be, and in the case of a number of Common Units (merger, consolidation or any business combination in which the Partnership Interests into which such Common Units would have been mergedis the surviving Person, consolidated or combined pursuant the Partnership shall provide effective provisions to clause (D) above) equal ensure that the provisions in this Section 5.13 relating to the Conversion Number then in effectSeries E Preferred Units shall not be abridged or amended and that the Series E Preferred Units shall thereafter retain the same powers, preferences and relative participating, optional and other special rights, and the qualifications, limitations and restrictions thereon, that the Series E Preferred Units had immediately prior to such transaction or event. An adjustment made pursuant to this Section 5.13(i5.13(b)(viii)(D) shall become effective immediately after the Record Date in the case of a distribution and shall become effective immediately after the effective date in the case of a subdivision, combination, reclassification (including any reclassification in connection with a merger, consolidation or business combination in which the Partnership is the surviving Person) or split, combination or reclassification. Adjustments Such adjustment shall be made successively pursuant to this Section 5.13(i) whenever any event described in this Section 5.13(i) above shall occur. Notwithstanding If, in the foregoingfuture, no adjustment would be made pursuant to clause (D) above in respect of any Fundamental Change where the Partnership or issues any Convertible Securities, the General Partner shall, at the direction and at the option of the holders of Class B Units elect to convert a majority of the Class B Units into Common Outstanding Series E Preferred Units in connection their sole discretion, either (i) amend the provisions of this Agreement relating to antidilution protection to (A) revise any such provision that is less favorable than the corresponding provision offered in the terms of such Convertible Securities (or any related purchase agreement) so that such provision is the same as such provision offered in the terms of such Convertible Securities (or any related purchase agreement) and (B) incorporate any provision(s) offered in the terms of such Convertible Securities (or any related purchase agreement) that is not currently provided for in this Agreement and which would make the antidilution protection provisions of this Agreement more favorable to the holders of Series E Preferred Units, which amendment shall be effective concurrently with the issuance and/or execution of documentation relating to such Fundamental ChangeConvertible Securities, or (ii) retain the antidilution language applicable to the Series E Preferred Units at such time. The Partnership agrees to provide as much prior notice of the proposed issuance of any such Convertible Securities and/or execution of documentation relating to such issuance of Convertible Securities as is reasonably practicable (and in any event, such notice shall be provided at least ten (10) Business Days prior to such issuance and/or execution).

Distributions, Combinations, Subdivisions and Reclassifications by the Partnership. If, prior to If the Final Class B Conversion Date, the Partnership: Partnership (Ai) makes a distribution on its Common Units in Common Units; , (Bii) subdivides or splits its outstanding Common Units into a greater number of Common Units; , (Ciii) combines or reclassifies its Common Units into a smaller number of Common Units; , or (Div) issues by reclassification of its Common Units any Partnership Interests (including any reclassification in connection with a merger, consolidation, consolidation or business combination in which the Partnership is the Active 344679592 EXHIBIT 3.19 surviving entityPerson), then the Series D Conversion Number, each Discounted Conversion Number Rate in effect at the time of the Record Date for such distribution or the effective date of such subdivision, split, combination combination, or reclassification and all Discounted Conversion Numbers shall be proportionately adjusted so that may be applicable from time to time the conversion of the Series D Preferred Units after such date, time shall be proportionally adjusted based on entitle each Series D Unitholder to receive the aggregate number of Common Units (or any Partnership Interests into which such Common Units would have been mergedcombined, consolidated consolidated, merged or combined reclassified pursuant to clause clauses (Diii) and (iv) above) that a holder of one Class B Unit such Series D Unitholder would have been entitled to receive if the Series D Preferred Units had such Class B Unit been entitled to be (and had) converted, converted into Common Units immediately prior to such Record Date or effective date, into as the case may be, and in the case of a number of Common Units (merger, consolidation or any business combination in which the Partnership Interests into which such Common Units would have been mergedis the surviving Person, consolidated or combined pursuant the Partnership shall provide effective provisions to clause (D) above) equal ensure that the provisions in this Section 5.15 relating to the Conversion Number then in effectSeries D Preferred Units shall not be abridged or amended and that the Series D Preferred Units shall thereafter retain the same powers, preferences and relative participating, optional and other special rights, and the qualifications, limitations and restrictions thereon, that the Series D Preferred Units had immediately prior to such transaction or event. An adjustment made pursuant to this Section 5.13(i5.15(b)(viii)(D) shall become effective immediately after the Record Date in the case of a distribution and shall become effective immediately after the effective date in the case of a subdivision, combination, reclassification (including any reclassification in connection with a merger, consolidation or business combination in which the Partnership is the surviving Person) or split, combination or reclassification. Adjustments Such adjustment shall be made successively pursuant to this Section 5.13(i) whenever any event described in this Section 5.13(i) above shall occur. Notwithstanding If, in the foregoingfuture, no adjustment would be made pursuant to clause (D) above in respect of any Fundamental Change where the Partnership or issues any Convertible Securities, the General Partner shall, at the direction and at the option of the holders of Class B Units elect to convert a majority of the Class B Units into Common Outstanding Series D Preferred Units in connection their sole discretion, either (i) amend the provisions of this Agreement relating to antidilution protection to (A) revise any such provision that is less favorable than the corresponding provision offered in the terms of such Convertible Securities (or any related purchase agreement) so that such provision is the same as such provision offered in the terms of such Convertible Securities (or any related purchase agreement) and (B) incorporate any provision(s) offered in the terms of such Convertible Securities (or any related purchase agreement) that is not currently provided for in this Agreement and which would make the antidilution protection provisions of this Agreement more favorable to the holders of Series D Preferred Units, which amendment shall be effective concurrently with the issuance and/or execution of documentation relating to such Fundamental ChangeConvertible Securities, or (ii) retain the antidilution language applicable to the Series D Preferred Units at such time. The Partnership agrees to provide as much prior notice of the proposed issuance of any such Convertible Securities and/or execution of documentation relating to Active 344679592 EXHIBIT 3.19 such issuance of Convertible Securities as is reasonably practicable (and in any event, such notice shall be provided at least ten (10) Business Days prior to such issuance and/or execution).

Distributions, Combinations, Subdivisions and Reclassifications by the Partnership. If, prior to after the Final Class B Conversion DateSeries A Original Issue Date and following any days used in determining the applicable Common Unit Market Price, the Partnership: Partnership (Ai) makes a distribution on its Common Units payable in Common Units; Units or another Partnership Interest, (Bii) subdivides or splits its Outstanding Common Units into a greater number of Common Units; , (Ciii) combines or reclassifies its Common Units into a smaller number of Common Units; Units or (Div) issues by reclassification of its Common Units any Partnership Interests (including any reclassification in connection with a merger, consolidation, consolidation or business combination in which the Partnership is the surviving entityPerson), then the Series A Conversion NumberRatio or Series A Change of Control Conversion Ratio, each Discounted Conversion Number in effect at or conversion calculations pursuant to adjustments to the time of Common Unit Market Price, determined based on any days prior to, on or after the Record Date for such distribution or the effective date of such subdivision, split, combination combination, or reclassification and all Discounted Conversion Numbers shall be proportionately adjusted so that may be applicable from time to time the conversion of the Series A Preferred Units after such date, time shall be proportionally adjusted based on entitle each Series A Preferred Unitholder to receive the aggregate number of Common Units (or any Partnership Interests into which such Common Units would have been mergedcombined, consolidated consolidated, merged or combined reclassified pursuant to clause clauses (Diii) and (iv) above) that a holder of one Class B Unit such Series A Preferred Unitholder would have been entitled to receive if the Series A Preferred Units had such Class B Unit been entitled to be (and had) converted, converted into Common Units immediately prior to such Record Date or effective date, into a number of Common Units (or any Partnership Interests into which such Common Units would have been mergedas the case may be, consolidated or combined pursuant to clause (D) above) equal to the Conversion Number then in effect. An adjustment made pursuant to this Section 5.13(i) shall become effective immediately after the Record Date and in the case of a distribution merger, consolidation or business combination in which the Partnership is the surviving Person, the Partnership shall provide effective provisions to ensure that the provisions in this Section 5.12 relating to the Series A Preferred Units shall not be abridged or amended and that the Series A Preferred Units shall become effective thereafter retain the same powers, preferences and relative participating, optional and other special rights, and the qualifications, limitations and restrictions thereon, that the Series A Preferred Units had immediately after prior to such transaction or event. For the effective date in the case avoidance of a subdivisiondoubt, split, combination or reclassification. Adjustments no adjustment shall be made successively to the Series A Conversion Ratio, Series A Change of Control Conversion Ratio, or conversion calculations pursuant to Section 5.12(f)(vii), Section 5.12(m)(i)(B) or Section 5.12(m)(i)(C), pursuant to this Section 5.13(i5.12(n) whenever as a result of, subject to any event described in this affirmative vote or consent that may be required under Section 5.13(i5.12(e): (w) shall occur. Notwithstanding the foregoingcash distributions made to any holders of Partnership Securities, no adjustment would be made pursuant to clause (Dx) above in respect any issuance of Partnership Security for cash (or upon conversion of any Fundamental Change where convertible Partnership Security or convertible debt), (y) any grant of Partnership Securities or any option, warrant or other right to purchase or receive Partnership Securities or issuance of Partnership Securities upon the exercise or vesting of any such option, warrant or right, or (z) the issuance of Partnership Securities in connection with the acquisition of assets or equity interests by the Partnership or the holders of Class B Units elect to convert the Class B Units into Common Units in connection with such Fundamental Changeany Subsidiary.

Distributions, Combinations, Subdivisions and Reclassifications by the Partnership. If, prior to If the Final Class B Conversion Date, the Partnership: Partnership (Ai) makes a distribution on its Common Units in Common Units; , (Bii) subdivides or splits its outstanding Common Units into a greater number of Common Units; , (Ciii) combines or reclassifies its Common Units into a smaller number of Common Units; Units or (Div) issues by reclassification of its Common Units any Partnership Interests (including any reclassification in connection with a merger, consolidation, consolidation or business combination in which the Partnership is the surviving entityPerson), then the Series C Conversion Number, each Discounted Conversion Number Rate in effect at the time of the Record Date for such distribution or the effective date of such subdivision, split, combination combination, or reclassification and all Discounted Conversion Numbers shall be proportionately adjusted so that may be applicable from time to time the conversion of the Series C Preferred Units after such date, time shall be proportionally adjusted based on entitle each Series C Unitholder to receive the aggregate number of Common Units (or any Partnership Interests into which such Common Units would have been mergedcombined, consolidated consolidated, merged or combined reclassified pursuant to clause clauses (Diii) and (iv) above) that a holder of one Class B Unit such Series C Unitholder would have been entitled to receive if the Series C Preferred Units had such Class B Unit been entitled to be (and had) converted, converted into Common Units immediately prior to such Record Date or effective date, into as the case may be, and in the case of a number of Common Units (merger, consolidation or any business combination in which the Partnership Interests into which such Common Units would have been mergedis the surviving Person, consolidated or combined pursuant the Partnership shall provide effective provisions to clause (D) above) equal ensure that the provisions in this Section 5.14 relating to the Conversion Number then in effectSeries C Preferred Units shall not be abridged or amended and that the Series C Preferred Units shall thereafter retain the same powers, preferences and relative participating, optional and other special rights, and the qualifications, limitations and restrictions thereon, that the Series C Preferred Units had immediately prior to such transaction or event. An adjustment made pursuant to this Section 5.13(i5.14(b)(viii)(E) shall become effective immediately after the Record Date in the case of a distribution and shall become effective immediately after the effective date in the case of a Active 344679592 EXHIBIT 3.19 subdivision, combination, reclassification (including any reclassification in connection with a merger, consolidation or business combination in which the Partnership is the surviving Person) or split, combination or reclassification. Adjustments Such adjustment shall be made successively pursuant to this Section 5.13(i) whenever any event described in this Section 5.13(i) above shall occur. Notwithstanding If, in the foregoingfuture, no adjustment would be made pursuant to clause (D) above in respect of any Fundamental Change where the Partnership or issues any Convertible Securities, the General Partner shall, at the direction and at the option of the holders of Class B Units elect to convert a majority of the Class B Units into Common Outstanding Series C Preferred Units in connection their sole discretion, either (i) amend the provisions of this Agreement relating to antidilution protection to (A) revise any such provision that is less favorable than the corresponding provision offered in the terms of such Convertible Securities (or any related purchase agreement) so that such provision is the same as such provision offered in the terms of such Convertible Securities (or any related purchase agreement) and (B) incorporate any provision(s) offered in the terms of such Convertible Securities (or any related purchase agreement) that is not currently provided for in this Agreement and which would make the antidilution protection provisions of this Agreement more favorable to the holders of Series C Preferred Units, which amendment shall be effective concurrently with the issuance and/or execution of documentation relating to such Fundamental ChangeConvertible Securities, or (ii) retain the antidilution language applicable to the Series C Preferred Units at such time. The Partnership agrees to provide as much prior notice of the proposed issuance of any such Convertible Securities and/or execution of documentation relating to such issuance of Convertible Securities as is reasonably practicable (and in any event, such notice shall be provided at least ten (10) Business Days prior to such issuance and/or execution).

Distributions, Combinations, Subdivisions and Reclassifications by the Partnership. IfIf after October 25, prior to 2010 the Final Class B Conversion Date, the Partnership: Partnership (A) makes a distribution on its Common Units in Common Units; , (B) subdivides or splits its outstanding Common Units into a greater number of Common Units; , (C) combines or reclassifies its Common Units into a smaller number of Common Units; Units or (D) issues by reclassification of its Common Units any Partnership Interests Securities (including any reclassification in connection with a merger, consolidation, consolidation or business combination in which the Partnership is the surviving entityPerson), then the Series A Ceiling Price, Series A Midpoint Price, Series A Floor Price and Series A Conversion Number, each Discounted Conversion Number Price in effect at the time of the Record Date for such distribution or the effective date of such subdivision, split, combination combination, or reclassification and all Discounted Conversion Numbers shall be proportionately adjusted so that may be applicable from time to time the conversion of the Series A Preferred Units after such date, time shall be proportionally adjusted based on entitle the holder to receive the aggregate number of Common Units (or shares of any Partnership Interests Securities into which such shares of Common Units would have been mergedcombined, consolidated consolidated, merged or combined reclassified pursuant to clause clauses (C) or (D) above) that a such holder of one Class B Unit would have been entitled to receive if the Series A Preferred Units had such Class B Unit been entitled to be (and had) converted, converted into Common Units immediately prior to such Record Date or effective date, into as the case may be, and in the case of a number of Common Units (merger, consolidation or any business combination in which the Partnership Interests into which such Common Units would have been mergedis the surviving Person, consolidated or combined pursuant the Partnership shall provide effective provisions to clause (D) above) equal ensure that the provisions in this Section 5.12 relating to the Conversion Number then in effectSeries A Preferred Units shall not be abridged or amended and that the Series A Preferred Units shall thereafter retain the same powers, preferences and relative participating, optional and other special rights, and the qualifications, limitations and restrictions thereon, that the Series A Preferred Units had immediately prior to such transaction or event. An adjustment made pursuant to this Section 5.13(i5.12(c)(iv) shall become effective immediately after the Record Date in the case of a distribution and shall become effective immediately after the effective date in the case of a subdivision, combination, reclassification (including any reclassification in connection with a merger, consolidation or business combination in which the Partnership is the surviving Person) or split, combination or reclassification. Adjustments Such adjustment shall be made successively pursuant to this Section 5.13(i) whenever any event described in this Section 5.13(i) above shall occur. Notwithstanding the foregoing, no adjustment would be made pursuant The Partnership agrees that it will act in good faith to clause (Dmake any adjustment(s) above required by this Section 5.12(b)(iv) equitably and in respect of any Fundamental Change where the Partnership or such a manner as to afford the holders of Class B Series A Preferred Units elect the benefits of the provisions hereof, and will not take any action to convert deprive such holders of the Class B Units into Common Units in connection with such Fundamental Changebenefit hereof.

Distributions, Combinations, Subdivisions and Reclassifications by the Partnership. If, prior to If the Final Class B Conversion Date, the Partnership: Partnership (Ai) makes a distribution on its Common Units in Common Units; , (Bii) subdivides or splits its outstanding Common Units into a greater number of Common Units; , (Ciii) combines or reclassifies its Common Units into a smaller number of Common Units; Units or (Div) issues by reclassification of its Common Units any Partnership Interests (including any reclassification in connection with a merger, consolidation, consolidation or business combination in which the Partnership is the surviving entityPerson), then the Series E Conversion Number, each Discounted Conversion Number Rate in effect at the time of the Record Date for such distribution or the effective date of such subdivision, split, combination combination, or reclassification and all Discounted Conversion Numbers shall be proportionately adjusted so that may be applicable from time to time the conversion of the Series E Preferred Units after such date, time shall be proportionally adjusted based on entitle each Series E Unitholder to receive the aggregate number of Common Units (or any Partnership Interests into which such Common Units would have been mergedcombined, consolidated consolidated, merged or combined reclassified pursuant to clause clauses (Diii) and (iv) above) that a holder of one Class B Unit such Series E Unitholder would have been entitled to receive if the Series E Preferred Units had such Class B Unit been entitled to be (and had) converted, converted into Common Units immediately prior to such Record Date or effective date, into as the case may be, and in the case of a number of Common Units (merger, consolidation or any business combination in which the Partnership Interests into which such Common Units would have been mergedis the surviving Person, consolidated or combined pursuant the Partnership shall provide effective provisions to clause (D) above) equal ensure that the provisions in this Section 5.16 relating to the Conversion Number then in effectSeries E Preferred Units shall not be abridged or amended and that the Series E Preferred Units shall thereafter retain the same powers, preferences and relative participating, optional and other special rights, and the qualifications, limitations and restrictions thereon, that the Series E Preferred Units had immediately prior to such transaction or event. An adjustment made pursuant to this Section 5.13(i5.16(b)(viii)(D) shall become effective immediately after the Record Date in the case of a distribution and shall become effective immediately after the effective date in the case of a subdivision, combination, reclassification (including any reclassification in connection with a merger, consolidation or business combination in which the Partnership is the surviving Person) or split, combination or reclassification. Adjustments Such adjustment shall be made successively pursuant to this Section 5.13(i) whenever any event described in this Section 5.13(i) above shall occur. Notwithstanding If, in the foregoingfuture, no adjustment would be made pursuant to clause (D) above in respect of any Fundamental Change where the Partnership or issues any Convertible Securities, the General Partner shall, at the direction and at the option of the holders of Class B Units elect to convert a majority of the Class B Units into Common Outstanding Series E Preferred Units in connection their sole discretion, either (i) amend the provisions of this Agreement relating to antidilution protection to (A) revise any such provision that is less favorable than the corresponding provision offered in the terms of such Convertible Securities (or any related purchase agreement) so that such provision is the same as such provision offered in the terms of such 136 Convertible Securities (or any related purchase agreement) and (B) incorporate any provision(s) offered in the terms of such Convertible Securities (or any related purchase agreement) that is not currently provided for in this Agreement and which would make the antidilution protection provisions of this Agreement more favorable to the holders of Series E Preferred Units, which amendment shall be effective concurrently with the issuance and/or execution of documentation relating to such Fundamental ChangeConvertible Securities, or (ii) retain the antidilution language applicable to the Series E Preferred Units at such time. The Partnership agrees to provide as much prior notice of the proposed issuance of any such Convertible Securities and/or execution of documentation relating to such issuance of Convertible Securities as is reasonably practicable (and in any event, such notice shall be provided at least ten (10) Business Days prior to such issuance and/or execution).

Distributions, Combinations, Subdivisions and Reclassifications by the Partnership. If, prior to after the Final Class B Conversion Series A Issuance Date, the Partnership: Partnership (Ai) makes a distribution on its Common Units payable in Common Units; Units or another Partnership Interest, (Bii) subdivides or splits its outstanding Common Units into a greater number of Common Units; , (Ciii) combines or reclassifies its Common Units into a smaller number of Common Units; Units or (Div) issues by reclassification of its Common Units any Partnership Interests (including any reclassification in connection with a merger, consolidation, consolidation or business combination in which the Partnership is the surviving entityPerson), in each case other than in connection with a Series A Change of Control (which shall be governed by Section 5.11(c)(vii)(F)), then the Series A Conversion Number, each Discounted Conversion Number Rate in effect at the time of the Record Date for such distribution or the effective date of such subdivision, split, combination or reclassification and all Discounted Conversion Numbers shall be proportionately adjusted so that may be applicable from time to time the conversion of the Series A Preferred Units after such date, time shall be proportionally adjusted based on entitle each Series A Preferred Unitholder to receive the aggregate number of Common Units (or any Partnership Interests into which such Common Units would have been mergedcombined, consolidated consolidated, merged or combined reclassified pursuant to clause clauses (Diii) and (iv) above) that a holder of one Class B Unit such Series A Preferred Unitholder would have been entitled to receive if the Series A Preferred Units had such Class B Unit been entitled to be (and had) converted, converted into Common Units immediately prior to such Record Date or effective date, into as the case may be, and in the case of a number of Common Units (merger, consolidation or any business combination in which the Partnership Interests into which such Common Units would have been mergedis the surviving Person, consolidated or combined pursuant the Partnership shall provide effective provisions to clause (D) above) equal ensure that the provisions in this Section 5.11 relating to the Conversion Number then in effectSeries A Preferred Units shall not be abridged or amended and that the Series A Preferred Units shall thereafter retain the same powers, preferences and relative participating, optional and other special rights, and the qualifications, limitations and restrictions thereon, that the Series A Preferred Units had immediately prior to such transaction or event. An adjustment made pursuant to this Section 5.13(i5.11(c)(vii)(E) shall become effective immediately after the Record Date in the case of a distribution and shall become effective immediately after the effective date in the case of a subdivision, combination, reclassification (including any reclassification in connection with a merger, consolidation or business combination in which the Partnership is the surviving Person) or split, combination or reclassification. Adjustments Such adjustment shall be made successively pursuant to this Section 5.13(i) whenever any event described in this Section 5.13(i) above shall occur. Notwithstanding the foregoing, no adjustment would be made pursuant to clause (D) above in respect of any Fundamental Change where the Partnership or the holders of Class B Units elect to convert the Class B Units into Common Units in connection with such Fundamental Change.

Distributions, Combinations, Subdivisions and Reclassifications by the Partnership. If, prior to If the Final Class B Conversion Date, the Partnership: Partnership (Ai) makes a distribution on its Common Units in Common Units; , (Bii) subdivides or splits its outstanding Common Units into a greater number of Common Units; , (Ciii) combines or reclassifies its Common Units into a smaller number of Common Units; , or (Div) issues by reclassification of its Common Units any Partnership Interests (including any reclassification in connection with a merger, consolidation, consolidation or business combination in which the Partnership is the surviving entityPerson), then the Series D Conversion Number, each Discounted Conversion Number Rate in effect at the time of the Record Date for such distribution or the effective date of such subdivision, split, combination combination, or reclassification and all Discounted Conversion Numbers shall be proportionately adjusted so that may be applicable from time to time the conversion of the Series D Preferred Units Exhibit 2.2 after such date, time shall be proportionally adjusted based on entitle each Series D Unitholder to receive the aggregate number of Common Units (or any Partnership Interests into which such Common Units would have been mergedcombined, consolidated consolidated, merged or combined reclassified pursuant to clause clauses (Diii) and (iv) above) that a holder of one Class B Unit such Series D Unitholder would have been entitled to receive if the Series D Preferred Units had such Class B Unit been entitled to be (and had) converted, converted into Common Units immediately prior to such Record Date or effective date, into as the case may be, and in the case of a number of Common Units (merger, consolidation or any business combination in which the Partnership Interests into which such Common Units would have been mergedis the surviving Person, consolidated or combined pursuant the Partnership shall provide effective provisions to clause (D) above) equal ensure that the provisions in this Section 5.15 relating to the Conversion Number then in effectSeries D Preferred Units shall not be abridged or amended and that the Series D Preferred Units shall thereafter retain the same powers, preferences and relative participating, optional and other special rights, and the qualifications, limitations and restrictions thereon, that the Series D Preferred Units had immediately prior to such transaction or event. An adjustment made pursuant to this Section 5.13(i5.15(b)(viii)(D) shall become effective immediately after the Record Date in the case of a distribution and shall become effective immediately after the effective date in the case of a subdivision, combination, reclassification (including any reclassification in connection with a merger, consolidation or business combination in which the Partnership is the surviving Person) or split, combination or reclassification. Adjustments Such adjustment shall be made successively pursuant to this Section 5.13(i) whenever any event described in this Section 5.13(i) above shall occur. Notwithstanding If, in the foregoingfuture, no adjustment would be made pursuant to clause (D) above in respect of any Fundamental Change where the Partnership or issues any Convertible Securities, the General Partner shall, at the direction and at the option of the holders of Class B Units elect to convert a majority of the Class B Units into Common Outstanding Series D Preferred Units in connection their sole discretion, either (i) amend the provisions of this Agreement relating to antidilution protection to (A) revise any such provision that is less favorable than the corresponding provision offered in the terms of such Convertible Securities (or any related purchase agreement) so that such provision is the same as such provision offered in the terms of such Convertible Securities (or any related purchase agreement) and (B) incorporate any provision(s) offered in the terms of such Convertible Securities (or any related purchase agreement) that is not currently provided for in this Agreement and which would make the antidilution protection provisions of this Agreement more favorable to the holders of Series D Preferred Units, which amendment shall be effective concurrently with the issuance and/or execution of documentation relating to such Fundamental ChangeConvertible Securities, or (ii) retain the antidilution language applicable to the Series D Preferred Units at such time. The Partnership agrees to provide as much prior notice of the proposed issuance of any such Convertible Securities and/or execution of documentation relating to such issuance of Convertible Securities as is reasonably practicable (and in any event, such notice shall be provided at least ten (10) Business Days prior to such issuance and/or execution).

Distributions, Combinations, Subdivisions and Reclassifications by the Partnership. If, prior to If the Final Class B Conversion Date, the Partnership: Partnership (Ai) makes a distribution on its Common Units in Common Units; , (Bii) subdivides or splits its outstanding Common Units into a greater number of Common Units; , (Ciii) combines or reclassifies its Common Units into a smaller number of Common Units; Units or (Div) issues by reclassification of its Common Units any Partnership Interests (including any reclassification in connection with a merger, consolidation, consolidation or business combination in which the Partnership is the surviving entityPerson), then the Series A Conversion Number, each Discounted Conversion Number Rate in effect at the time of the Record Date for such distribution or the effective date of such subdivision, split, combination combination, or reclassification and all Discounted Conversion Numbers shall be proportionately adjusted so that may be applicable from time to time the conversion of the Series A Preferred Units after such date, time shall be proportionally adjusted based on entitle each Series A Unitholder to receive the aggregate number of Common Units (or any Partnership Interests into which such Common Units would have been mergedcombined, consolidated consolidated, merged or combined reclassified pursuant to clause clauses (Diii) and (iv) above) that a holder of one Class B Unit such Series A Unitholder would have been entitled to receive if the Series A Preferred Units had such Class B Unit been entitled to be (and had) converted, converted into Common Units immediately prior to such Record Date or effective date, into as the case Active 344679592 EXHIBIT 3.19 may be, and in the case of a number of Common Units (merger, consolidation or any business combination in which the Partnership Interests into which such Common Units would have been mergedis the surviving Person, consolidated or combined pursuant the Partnership shall provide effective provisions to clause (D) above) equal ensure that the provisions in this Section 5.12 relating to the Conversion Number then in effectSeries A Preferred Units shall not be abridged or amended and that the Series A Preferred Units shall thereafter retain the same powers, preferences and relative participating, optional and other special rights, and the qualifications, limitations and restrictions thereon, that the Series A Preferred Units had immediately prior to such transaction or event. An adjustment made pursuant to this Section 5.13(i5.12(b)(viii)(D) shall become effective immediately after the Record Date in the case of a distribution and shall become effective immediately after the effective date in the case of a subdivision, combination, reclassification (including any reclassification in connection with a merger, consolidation or business combination in which the Partnership is the surviving Person) or split, combination or reclassification. Adjustments Such adjustment shall be made successively pursuant to this Section 5.13(i) whenever any event described in this Section 5.13(i) above shall occur. Notwithstanding If, in the foregoingfuture, no adjustment would be made the Partnership issues any options, warrants, or other rights to purchase Common Units, or Partnership Interests exercisable or convertible into or exchangeable for Common Units (or options, warrants, or other rights to purchase any such Partnership Interests that are exercisable or convertible into or exchangeable for Common Units) other than any such options, warrants or other rights issued pursuant to clause any Long Term Incentive Plan (D) above in respect herein collectively, “Convertible Securities”), the General Partner shall, at the direction and at the option of any Fundamental Change where the Partnership or the holders of Class B Units elect to convert a majority of the Class B Units into Common Outstanding Series A Preferred Units in connection their sole discretion, either (i) amend the provisions of this Agreement relating to antidilution protection to (A) revise any such provision that is less favorable than the corresponding provision offered in the terms of such Convertible Securities (or any related purchase agreement) so that such provision is the same as such provision offered in the terms of such Convertible Securities (or any related purchase agreement) and (B) incorporate any provision(s) offered in the terms of such Convertible Securities (or any related purchase agreement) that is not currently provided for in this Agreement and which would make the antidilution protection provisions of this Agreement more favorable to the holders of Series A Preferred Units, which amendment shall be effective concurrently with the issuance and/or execution of documentation relating to such Fundamental Change.Convertible Securities, or (ii) retain the antidilution language applicable to the Series A Preferred Units at such time. The Partnership agrees to provide as much prior notice of the proposed issuance of any such Convertible Securities and/or execution of documentation relating to such issuance of Convertible Securities as is reasonably practicable (and in any event, such notice shall be provided at least ten (10) Business Days prior to such issuance and/or execution). Active 344679592 EXHIBIT 3.19

Distributions, Combinations, Subdivisions and Reclassifications by the Partnership. If, prior to If the Final Class B Conversion Date, the Partnership: Partnership (Ai) makes a distribution on 99 its Common Units in Common Units; , (Bii) subdivides or splits its outstanding Common Units into a greater number of Common Units; , (Ciii) combines or reclassifies its Common Units into a smaller number of Common Units; Units or (Div) issues by reclassification of its Common Units any Partnership Interests (including any reclassification in connection with a merger, consolidation, consolidation or business combination in which the Partnership is the surviving entityPerson), then the Series C Conversion Number, each Discounted Conversion Number Rate in effect at the time of the Record Date for such distribution or the effective date of such subdivision, split, combination combination, or reclassification and all Discounted Conversion Numbers shall be proportionately adjusted so that may be applicable from time to time the conversion of the Series C Preferred Units after such date, time shall be proportionally adjusted based on entitle each Series C Unitholder to receive the aggregate number of Common Units (or any Partnership Interests into which such Common Units would have been mergedcombined, consolidated consolidated, merged or combined reclassified pursuant to clause clauses (Diii) and (iv) above) that a holder of one Class B Unit such Series C Unitholder would have been entitled to receive if the Series C Preferred Units had such Class B Unit been entitled to be (and had) converted, converted into Common Units immediately prior to such Record Date or effective date, into as the case may be, and in the case of a number of Common Units (merger, consolidation or any business combination in which the Partnership Interests into which such Common Units would have been mergedis the surviving Person, consolidated or combined pursuant the Partnership shall provide effective provisions to clause (D) above) equal ensure that the provisions in this Section 5.14 relating to the Conversion Number then in effectSeries C Preferred Units shall not be abridged or amended and that the Series C Preferred Units shall thereafter retain the same powers, preferences and relative participating, optional and other special rights, and the qualifications, limitations and restrictions thereon, that the Series C Preferred Units had immediately prior to such transaction or event. An adjustment made pursuant to this Section 5.13(i5.14(b)(viii)(E) shall become effective immediately after the Record Date in the case of a distribution and shall become effective immediately after the effective date in the case of a subdivision, combination, reclassification (including any reclassification in connection with a merger, consolidation or business combination in which the Partnership is the surviving Person) or split, combination or reclassification. Adjustments Such adjustment shall be made successively pursuant to this Section 5.13(i) whenever any event described in this Section 5.13(i) above shall occur. Notwithstanding If, in the foregoingfuture, no adjustment would be made pursuant to clause (D) above in respect of any Fundamental Change where the Partnership or issues any Convertible Securities, the General Partner shall, at the direction and at the option of the holders of Class B Units elect to convert a majority of the Class B Units into Common Outstanding Series C Preferred Units in connection their sole discretion, either (i) amend the provisions of this Agreement relating to antidilution protection to (A) revise any such provision that is less favorable than the corresponding provision offered in the terms of such Convertible Securities (or any related purchase agreement) so that such provision is the same as such provision offered in the terms of such Convertible Securities (or any related purchase agreement) and (B) incorporate any provision(s) offered in the terms of such Convertible Securities (or any related purchase agreement) that is not currently provided for in this Agreement and which would make the antidilution protection provisions of this Agreement more favorable to the holders of Series C Preferred Units, which amendment shall be effective concurrently with the issuance and/or execution of documentation relating to such Fundamental ChangeConvertible Securities, or (ii) retain the antidilution language 100 applicable to the Series C Preferred Units at such time. The Partnership agrees to provide as much prior notice of the proposed issuance of any such Convertible Securities and/or execution of documentation relating to such issuance of Convertible Securities as is reasonably practicable (and in any event, such notice shall be provided at least ten (10) Business Days prior to such issuance and/or execution).

Distributions, Combinations, Subdivisions and Reclassifications by the Partnership. If, prior to after the Final Class B Conversion Series A Issuance Date, the Partnership: Partnership (Ai) makes a distribution on its Common Units payable in Common Units; Units or another Partnership Interest, (Bii) subdivides or splits its outstanding Common Units into a greater number of Common Units; , (Ciii) combines or reclassifies its Common Units into a smaller number of Common Units; Units or (Div) issues by reclassification of its Common Units any Partnership Interests (including any reclassification in connection with a merger, consolidation, consolidation or business combination in which the Partnership is the surviving entityPerson), in each case other than in connection with a Series A Change of Control (which shall be governed by Section 5.13(b)(vii)), then the Series A Conversion NumberRate Western Gas Partners, each Discounted Conversion Number LP Second Amended and Restated Agreement of Limited Partnership in effect at the time of the Record Date for such distribution or the effective date of such subdivision, split, combination or reclassification and all Discounted Conversion Numbers shall be proportionately adjusted so that may be applicable from time to time the conversion of the Series A Preferred Units after such date, time shall be proportionally adjusted based on entitle each Series A Unitholder to receive the aggregate number of Common Units (or any Partnership Interests into which such Common Units would have been mergedcombined, consolidated consolidated, merged or combined reclassified pursuant to clause clauses (Diii) and (iv) above) that a holder of one Class B Unit such Series A Unitholder would have been entitled to receive if the Series A Preferred Units had such Class B Unit been entitled to be (and had) converted, converted into Common Units immediately prior to such Record Date or effective date, into as the case may be, and in the case of a number of Common Units (merger, consolidation or any business combination in which the Partnership Interests into which such Common Units would have been mergedis the surviving Person, consolidated or combined pursuant the Partnership shall provide effective provisions to clause (D) above) equal ensure that the provisions in this Section 5.13 relating to the Conversion Number then in effectSeries A Preferred Units shall not be abridged or amended and that the Series A Preferred Units shall thereafter retain the same powers, preferences and relative participating, optional and other special rights, and the qualifications, limitations and restrictions thereon, that the Series A Preferred Units had immediately prior to such transaction or event. An adjustment made pursuant to this Section 5.13(i5.13(b)(vi)(E) shall become effective immediately after the Record Date in the case of a distribution and shall become effective immediately after the effective date in the case of a subdivision, combination, reclassification (including any reclassification in connection with a merger, consolidation or business combination in which the Partnership is the surviving Person) or split, combination or reclassification. Adjustments Such adjustment shall be made successively pursuant to this Section 5.13(i) whenever any event described in this Section 5.13(i) above shall occur. Notwithstanding the foregoing, no adjustment would be made pursuant to clause (D) above in respect of any Fundamental Change where the Partnership or the holders of Class B Units elect to convert the Class B Units into Common Units in connection with such Fundamental Change.

Distributions, Combinations, Subdivisions and Reclassifications by the Partnership. If, prior to after the Final Class B Conversion Series A Issuance Date, the Partnership: Partnership (Ai) makes a distribution on its Common Units in Common Units; , (Bii) subdivides or splits its outstanding Common Units into a greater number of Common Units; , (Ciii) combines or reclassifies its Common Units into a smaller number of Common Units; Units or (Div) issues by reclassification of its Common Units any Partnership Interests Securities (including any reclassification in connection with a merger, consolidation, consolidation or business combination in which the Partnership is the surviving entityPerson), then the Series A Conversion Number, each Discounted Conversion Number Price in effect at the time of the Record Date for such distribution or of the effective date of such subdivision, split, combination combination, or reclassification and all Discounted Conversion Numbers shall be proportionately adjusted so that may be applicable from time to time the conversion of the Series A Preferred Units after such date, time shall be proportionally adjusted based on entitle the holder to receive the aggregate number of Common Units (or shares of any Partnership Interests Securities into which such shares of Common Units would have been mergedcombined, consolidated consolidated, merged or combined reclassified pursuant to clause clauses (Diii) and (iv) above) that a such holder of one Class B Unit would have been entitled to receive if the Series A Preferred Units had such Class B Unit been entitled to be (and had) converted, converted into Common Units immediately prior to such Record Date or effective date, into as the case may be, and in the case of a number of Common Units (merger, consolidation or any business combination in which the Partnership Interests into which such Common Units would have been mergedis the surviving Person, consolidated or combined pursuant the Partnership shall provide effective provisions to clause (D) above) equal ensure that the provisions in this Section 5.15 relating to the Conversion Number then in effectSeries A Preferred Units shall not be abridged or amended and that the Series A Preferred Units shall thereafter retain the same powers, preferences and relative participating, optional and other special rights, and the qualifications, limitations and restrictions thereon, that the Series A Preferred Units had immediately prior to such transaction or event. An adjustment made pursuant to this Section 5.13(i5.15(b)(viii)(F) shall become effective immediately after the Record Date in the case of a distribution and shall become effective immediately after the effective date in the case of a subdivision, combination, reclassification (including any reclassification in connection with a merger, consolidation or business combination in which the Partnership is the surviving Person) or split, combination or reclassification. Adjustments Such adjustment shall be made successively pursuant to this Section 5.13(i) whenever any event described in this Section 5.13(i) above shall occur. Notwithstanding If, in the foregoingfuture, no adjustment would be made pursuant to clause (D) above in respect of any Fundamental Change where the Partnership issues any options, warrants, or other rights to purchase Common Units, or Partnership Securities exercisable or convertible into or exchangeable for Common Units (or options, warrants, or other rights to purchase any such Partnership Securities that are exercisable or convertible into or exchangeable for Common Units) (herein collectively, “Convertible Securities”), the General Partner shall, at the direction and at the option of the holders of Class B Units elect to convert a majority of the Class B Units into Common Outstanding Series A Preferred Units in connection their sole discretion, either (i) amend the provisions of this Agreement relating to antidilution protection to (A) revise any such provision that is less favorable than the corresponding provision offered in the terms of such Convertible Securities (or any related purchase agreement) so that such provision is the same as such provision offered in the terms of such Convertible Securities (or any related purchase agreement) and (B) incorporate any provision(s) offered in the terms of such Convertible Securities (or any related purchase agreement) that is not currently provided for in this Agreement and which would make the antidilution protection provisions of this Agreement more favorable to the holders of Series A Preferred Units, which amendment shall be effective concurrently with the issuance and/or execution of documentation relating to such Fundamental ChangeConvertible Securities, or (ii) retain the antidilution language applicable to the Series A Preferred Units at such time. The Partnership agrees to provide as much prior notice of an issuance of any such Convertible Securities and/or execution of documentation relating to such issuance of Convertible Securities as reasonably practicable (and in any event, such notice shall be provided at least ten (10) Business Days prior to such issuance and/or execution).

Distributions, Combinations, Subdivisions and Reclassifications by the Partnership. If, prior to the Final Class B Conversion Date, the Partnership: (A) makes a distribution on its Common Units in Common Units; (B) subdivides or splits its Common Units into a greater number of Common Units; (C) combines or reclassifies its Common Units into a smaller number of Common Units; or (D) issues by reclassification of its Common Units any Partnership Interests Securities (including any reclassification in connection with a merger, consolidation, or business combination in which the Partnership is the surviving entity), then the Conversion Number, each Discounted Conversion Number in effect at the time of the Record Date for such distribution or the effective date of such subdivision, split, combination or reclassification and all Discounted Conversion Numbers that may be applicable from time to time after such date, shall be proportionally adjusted based on the number of Common Units (or any Partnership Interests Securities into which such Common Units would have been merged, consolidated or combined pursuant to clause (D) above) that a holder of one Class B Unit would have been entitled to receive had such Class B Unit been entitled to be (and had) converted, immediately prior to such Record Date or effective date, into a number of Common Units (or any Partnership Interests Securities into which such Common Units would have been merged, consolidated or combined pursuant to clause (D) above) equal to the Conversion Number then in effect. An adjustment made pursuant to this Section 5.13(i5.7(j) shall become effective immediately after the Record Date in the case of a distribution and shall become effective immediately after the effective date in the case of a subdivision, split, combination or reclassification. Adjustments shall be made successively pursuant to this Section 5.13(i5.7(j) whenever any event described in this Section 5.13(i5.7(j) shall occur. Notwithstanding the foregoing, no adjustment would be made pursuant to clause (D) above in respect of any Fundamental Change where the Partnership or the holders of Class B Units Unitholders elect to convert the Class B Units into Common Units in connection with such Fundamental Change.

Distributions, Combinations, Subdivisions and Reclassifications by the Partnership. If, prior to If the Final Class B Conversion Date, the Partnership: Partnership (Ai) makes a distribution on its Common Units in Common Units; , (Bii) subdivides or splits its outstanding Common Units into a greater number of Common Units; , (Ciii) combines or reclassifies its Common Units into a smaller number of Common Units; Units or (Div) issues by reclassification of its Common Units any Partnership Interests (including any reclassification in connection with a merger, consolidation, consolidation or business combination in which the Partnership is the surviving entityPerson), then the Series A Conversion Number, each Discounted Conversion Number Rate in effect at the time of the Record Date for such distribution or the effective date of such subdivision, split, combination combination, or reclassification and all Discounted Conversion Numbers shall be proportionately adjusted so that may be applicable from time to time the conversion of the Series A Preferred Units after such date, time shall be proportionally adjusted based on entitle each Series A Unitholder to receive the aggregate number of Common Units (or any Partnership Interests into which such Common Units would have been mergedcombined, consolidated consolidated, merged or combined reclassified pursuant to clause clauses (Diii) and (iv) above) that a holder of one Class B Unit such Series A Unitholder would have been entitled to receive if the Series A Preferred Units had such Class B Unit been entitled to be (and had) converted, converted into Common Units immediately prior to such Record Date or effective date, into as the case may be, and in the case of a number of Common Units (merger, consolidation or any business combination in which the Partnership Interests into which such Common Units would have been mergedis the surviving Person, consolidated or combined pursuant the Partnership shall provide effective provisions to clause (D) above) equal ensure that the provisions in this Section 5.12 relating to the Conversion Number then in effectSeries A Preferred Units shall not be abridged or amended and that the Series A Preferred Units shall thereafter retain the same powers, preferences and relative participating, optional and other special rights, and the qualifications, limitations and restrictions thereon, that the Series A Preferred Units had immediately prior to such transaction or event. An adjustment made pursuant to this Section 5.13(i5.12(b)(viii)(D) shall become effective immediately after the Record Date in the case of a distribution and shall become effective immediately after the effective date in the case of a subdivision, combination, reclassification (including any reclassification in connection with a merger, consolidation or business combination in which the Partnership is the surviving Person) or split, combination or reclassification. Adjustments Such adjustment shall be made successively pursuant to this Section 5.13(i) whenever any event described in this Section 5.13(i) above shall occur. Notwithstanding the foregoing, no adjustment would be made pursuant to clause (D) above in respect of any Fundamental Change where the Partnership or the holders of Class B Units elect to convert the Class B Units into Common Units in connection with such Fundamental Change.

Distributions, Combinations, Subdivisions and Reclassifications by the Partnership. If, prior to If after the Final Class B Conversion Date, First Transaction Closing Date the Partnership: Partnership (Ai) makes a distribution on its Common Units in Common Units; , (Bii) subdivides or splits its outstanding Common Units into a greater number of Common Units; , (Ciii) combines or reclassifies its Common Units into a smaller number of Common Units; Units or (Div) issues by reclassification of its Common Units any Partnership Interests Securities (including any reclassification in connection with a merger, consolidation, consolidation or business combination in which the Partnership is the surviving entityPerson), then the Series A Conversion Number, each Discounted Conversion Number Rate in effect at the time of the Record Date for such distribution or the effective date of such subdivision, split, combination combination, or reclassification and all Discounted Conversion Numbers shall be proportionately adjusted so that may be applicable from time to time the conversion of the Series A Preferred Units after such date, time shall be proportionally adjusted based on entitle the holder to receive the aggregate number of Common Units (or shares of any Partnership Interests Securities into which such shares of Common Units would have been mergedcombined, consolidated consolidated, merged or combined reclassified pursuant to clause clauses (Diii) and (iv) above) that a such holder of one Class B Unit would have been entitled to receive if the Series A Preferred Units had such Class B Unit been entitled to be (and had) converted, converted into Common Units immediately prior to such Record Date or effective date, into as the case may be, and in the case of a number of Common Units (merger, consolidation or any business combination in which the Partnership Interests into which such Common Units would have been mergedis the surviving Person, consolidated or combined pursuant the Partnership shall provide effective provisions to clause (D) above) equal ensure that the provisions in this Section 5.12 relating to the Conversion Number then in effectSeries A Preferred Units shall not be abridged or amended and that the Series A Preferred Units shall thereafter retain the same powers, preferences and relative participating, optional and other special rights, and the qualifications, limitations and restrictions thereon, that the Series A Preferred Units had immediately prior to such transaction or event. An adjustment made pursuant to this Section 5.13(i5.12(b)(viii)(F) shall become effective immediately after the Record Date in the case of a distribution and shall become effective immediately after the effective date in the case of a subdivision, combination, reclassification (including any reclassification in connection with a merger, consolidation or business combination in which the Partnership is the surviving Person) or split, combination or reclassification. Adjustments Such adjustment shall be made successively pursuant to this Section 5.13(i) whenever any event described in this Section 5.13(i) above shall occur. Notwithstanding If, in the foregoingfuture, no adjustment would be made pursuant to clause (D) above in respect of any Fundamental Change where the Partnership issues any options, warrants, or other rights to purchase Common Units, or Partnership Securities exercisable or convertible into or exchangeable for Common Units (or options, warrants, or other rights to purchase any such Partnership Securities that are exercisable or convertible into or exchangeable for Common Units) (herein collectively, “Convertible Securities”), the General Partner shall, at the direction and at the option of the holders of Class B Units elect to convert a majority of the Class B Units into Common Outstanding Series A Preferred Units in connection their sole discretion, either (i) amend the provisions of this Agreement relating to antidilution protection to (A) revise any such provision that is less favorable than the corresponding provision offered in the terms of such Convertible Securities (or any related purchase agreement) so that such provision is the same as such provision offered in the terms of such Convertible Securities (or any related purchase agreement) and (B) incorporate any provision(s) offered in the terms of such Convertible Securities (or any related purchase agreement) that is not currently provided for in this Agreement and which would make the antidilution protection provisions of this Agreement more favorable to the holders of Series A Preferred Units, which amendment shall be effective concurrently with the issuance and/or execution of documentation relating to such Fundamental ChangeConvertible Securities, or (ii) retain the antidilution language applicable to the Series A Preferred Units at such time. The Partnership agrees to provide as much prior notice of an issuance of any such Convertible Securities and/or execution of documentation relating to such issuance of Convertible Securities as is reasonably practicable (and in any event, such notice shall be provided at least ten (10) Business Days prior to such issuance and/or execution).