Common use of Effect on Partnership Interests Clause in Contracts

Effect on Partnership Interests. As of the Effective Time, automatically by virtue of the Partnership Merger and without any action on the part of any holder of Units in FWOP or any party hereto: (a) The general partnership interest in FWOP shall be converted into the general partnership interest in MergerLP, entitling the holder thereof to the same economic interest in MergerLP as it held in FWOP prior to the Effective Time. (b) The limited partnership interests in FWOP held by Exiting Partners (as defined herein) immediately prior to the Effective Time shall be converted into the right to receive: (i) for each common unit of limited partnership interest in FWOP (each, a "Common Unit"), an amount equal to the Common Stock Consideration payable to the holder thereof in cash, without any interest thereon (the "Common Unit Cash Consideration") and (ii) for each Series B Preferred Unit in FWOP (each, a "Series B Preferred Unit", and together with the Common Units, the "Units"), an amount equal to the Preferred Stock Consideration (the "Series B Preferred Unit Cash Consideration", and together with the Common Unit Cash Consideration and the Series A Preferred Unit Cash Consideration, the "Exiting Partner Cash Consideration"), which Exiting Partner Cash Consideration shall be payable to the holder thereof in cash, without any interest thereon. All Units so converted shall no longer be outstanding and shall automatically cease to exist, and each Unit shall thereafter represent only the right to receive the applicable amount of cash specified above. (c) The limited partnership interests in FWOP held by Continuing Partners (as defined herein) immediately prior to the Effective Time shall be converted automatically into: (i) for each Common Unit, one MergerLP Preferred Unit with an initial capital account in MergerLP equal to the Common Unit Cash Consideration, and (ii) for each Series B Preferred Unit, 1.282051282051 MergerLP Preferred Units with an initial capital account in MergerLP equal to the Series B Preferred Unit Cash Consideration. All Units so converted shall no longer be outstanding and shall automatically cease to exist, and each Unit shall thereafter represent only the right to receive that number of MergerLP Preferred Units specified above (the MergerLP Preferred Units issuable in respect of any given Unit pursuant to this Section 3.1(c) are referred to herein as, the "Continuing Partner Consideration" and together with the Exiting Partner Consideration, the "Partnership Merger Consideration"). (d) Each Unit, if any, reclassified after the date of this Agreement as a "Series A Common Unit" in the Recapitalization shall be converted automatically into one common unit of MergerLP (each, a "MergerLP Common Unit"). (e) As used in this Section 3.1, the term "Exiting Partner" means any holder of Units that elects, or is deemed to have elected, to receive cash in exchange for its Units, in connection with the Partnership Merger, by delivering to FWOP written notice of such election no later than twenty (20) Business Days from the date that the Consent Solicitation Materials (as defined herein) are sent to such holder, and the term "Continuing Partner" means any holder of Units that elects to receive MergerLP Preferred Units in exchange for its Units, in connection with the Partnership Merger, by delivering to FWOP (y) written notice of such election and (z) an investor questionnaire that confirms certain matters with respect to such holder, including its status as an "accredited investor" under Rule 501 promulgated under the Securities Act of 1933, as amended (the "Securities Act") no later than twenty (20) Business Days from the date that the Consent Solicitation Materials are sent to such holder. Each holder that fails to deliver a timely election notice and/or an investor questionnaire that confirms the matters set forth above within such twenty (20) Business Day period shall be deemed to be an Exiting Partner.

Effect on Partnership Interests. As of the Partnership Merger Effective Time, automatically by virtue of the Partnership Merger and without any action on the part of any the holder of Units in FWOP any partnership interest of the Partnership or any party heretoMerger Partnership: (a) The general Each common limited partnership interest in FWOP the Partnership (the “Existing Units”) (other than Existing Units held by the Company, the General Partner or any of the Company Subsidiaries), subject to the terms and conditions set forth herein, shall be converted into, and shall be cancelled in exchange for, the right to elect to receive (i) cash in an amount without interest per Existing Unit equal to the product of (A) the Company Common Share Merger Consideration multiplied by (B) the number of Company Common Shares issuable upon exchange of each such Existing Unit (such product, the “Partnership Merger Consideration”) in consideration for each such Existing Unit or (ii) in lieu of the Partnership Merger Consideration, (x) the per unit distribution equivalent payable in cash of the prorated dividend on the Company Common Shares forming a part of the Company Common Share Merger Consideration as described in clause (ii) of Section 2.1(c) plus (y) one Class A Common Unit of limited partnership interest in the Surviving Partnership (a “Class A Common Unit”); provided that the issuance of such Class A Common Units would be exempt from registration under the Securities Act and applicable state securities laws, with the rights, privileges, terms and conditions set forth in the Eighth Amended and Restated Agreement of Limited Partnership in the form attached hereto as Exhibit A (the “New Partnership Agreement”), to be subject to the terms of the partnership agreement of the Surviving Partnership (the “Partnership Unit Merger Consideration”) and provided further that holders of not more than $75 million of the Existing Units in the aggregate (calculated at a price per share equal to the Company Common Share Merger Consideration) may elect to hold Class A Common Units (any excess to be subject to pro rata reduction among all holders electing to hold Class A Common Units). Each Existing Unit held by the Company or the General Partner immediately prior to the Partnership Merger Effective Time shall be converted into the general a fraction of a Class B Common Unit of limited partnership interest in MergerLPthe Surviving Partnership (a “Class B Common Unit”), entitling the holder thereof to such rights, duties and obligations as are more fully set forth in the same economic interest in MergerLP as it held in FWOP prior New Partnership Agreement, equal to the Effective Time. Class B Adjustment Factor. Each Existing Unit (bif any) The limited partnership interests in FWOP held by Exiting Partners a Company Subsidiary (as defined hereinother than the General Partner) immediately prior to the Partnership Merger Effective Time shall be converted into the right to receive: one Class B Common Unit. (ib) for each common unit of Each limited and general partnership interest in FWOP (each, a "Common Unit"), an amount equal to the Common Stock Consideration payable to the holder thereof in cash, without any interest thereon (the "Common Unit Cash Consideration") and (ii) for each Series B Preferred Unit in FWOP (each, a "Series B Preferred Unit", and together with the Common Units, the "Units"), an amount equal to the Preferred Stock Consideration (the "Series B Preferred Unit Cash Consideration", and together with the Common Unit Cash Consideration and the Series A Preferred Unit Cash Consideration, the "Exiting Partner Cash Consideration"), which Exiting Partner Cash Consideration shall be payable to the holder thereof in cash, without any interest thereon. All Units so converted shall no longer be outstanding and Merger Partnership shall automatically be cancelled and cease to exist, the holders thereof shall cease to have any rights with respect thereto and each Unit no payment shall thereafter represent only the right to receive the applicable amount of cash specified abovebe made with respect thereto. (c) The limited partnership general partner interests of the Partnership shall remain outstanding as general partner interests in FWOP held by Continuing Partners (the Surviving Partnership, entitling the holder thereof to such rights, duties and obligations as defined herein) immediately prior to are more fully set forth in the Effective Time shall be converted automatically into: (i) for each Common Unit, one MergerLP Preferred Unit with an initial capital account in MergerLP equal to partnership agreement of the Common Unit Cash Consideration, and (ii) for each Series B Preferred Unit, 1.282051282051 MergerLP Preferred Units with an initial capital account in MergerLP equal to the Series B Preferred Unit Cash Consideration. All Units so converted shall no longer be outstanding and shall automatically cease to exist, and each Unit shall thereafter represent only the right to receive that number of MergerLP Preferred Units specified above (the MergerLP Preferred Units issuable in respect of any given Unit pursuant to this Section 3.1(c) are referred to herein as, the "Continuing Partner Consideration" and together with the Exiting Partner Consideration, the "Partnership Merger Consideration")Surviving Partnership. (d) Each Unitunit of the Partnership’s Series C-1 Preferred Units, if any, reclassified after Series D Preferred Units and Series Z Preferred Units issued and outstanding immediately prior to the date of this Agreement Partnership Merger Effective Time shall remain outstanding as a "Series A Common Unit" limited partner interests in the Recapitalization shall be converted automatically into one common unit of MergerLP (eachSurviving Partnership, a "MergerLP Common Unit"). (e) As used in this Section 3.1entitling the Surviving Entity, as the term "Exiting Partner" means any holder of Units that elects, or is deemed to have electedthereof, to receive cash in exchange for its Unitssuch rights, in connection with the Partnership Merger, by delivering to FWOP written notice of such election no later than twenty (20) Business Days from the date that the Consent Solicitation Materials (duties and obligations as defined herein) are sent to such holder, and the term "Continuing Partner" means any holder of Units that elects to receive MergerLP Preferred Units in exchange for its Units, in connection with the Partnership Merger, by delivering to FWOP (y) written notice of such election and (z) an investor questionnaire that confirms certain matters with respect to such holder, including its status as an "accredited investor" under Rule 501 promulgated under the Securities Act of 1933, as amended (the "Securities Act") no later than twenty (20) Business Days from the date that the Consent Solicitation Materials are sent to such holder. Each holder that fails to deliver a timely election notice and/or an investor questionnaire that confirms the matters more fully set forth above within such twenty (20) Business Day period shall be deemed to be an Exiting Partnerin the partnership agreement of the Surviving Partnership.

Effect on Partnership Interests. As of the Effective Time, automatically by virtue of the Partnership Merger and without any action on the part of any holder of Units in FWOP or any party hereto: (a) The general partnership interest in FWOP shall be converted into the general partnership interest in MergerLP, entitling the holder thereof to the same economic interest in MergerLP as it held in FWOP prior to the Effective Time. (b) The limited partnership interests in FWOP held by Exiting Partners (as defined herein) immediately prior to the Effective Time shall be converted into the right to receive: (i) for each common unit of limited partnership interest in FWOP (each, a "Common Unit"), an amount equal to the Common Stock Consideration payable to the holder thereof in cash, without any interest thereon (the "Common Unit Cash Consideration") and (ii) for each Series B Preferred Unit in FWOP (each, a "Series B Preferred Unit", and together with the Common Units, the "Units"), an amount equal to the Preferred Stock Consideration (the "Series B Preferred Unit Cash Consideration", and together with the Common Unit Cash Consideration and the Series A Preferred Unit Cash Consideration, the "Exiting Partner Cash Consideration"), which Exiting Partner Cash Consideration shall be payable to the holder thereof in cash, without any interest thereon. All Units so converted shall no longer be outstanding and shall automatically cease to exist, and each Unit shall thereafter represent only the right to receive the applicable amount of cash specified above. (c) The limited partnership interests in FWOP held by Continuing Partners (as defined herein) immediately prior to the Effective Time shall be converted automatically into: (i) for each Common Unit, one MergerLP Preferred Unit with an initial capital account in MergerLP equal to the Common Unit Cash Consideration, and (ii) for each Series B Preferred Unit, 1.282051282051 MergerLP Preferred Units with an initial capital account in MergerLP equal to the Series B Preferred Unit Cash Consideration. All Units so converted shall no longer be outstanding and shall automatically cease to exist, and each Unit shall thereafter represent only the right to receive that number of MergerLP Preferred Units specified above (the MergerLP Preferred Units issuable in respect of any given Unit pursuant to this Section 3.1(c) are referred to herein as, the "Continuing Partner Consideration" and together with the Exiting Partner Consideration, the "Partnership Merger Consideration"). (d) Each Unit, if any, reclassified after the date of this Agreement as a "Series A Common Unit" in the Recapitalization shall be converted automatically into one common unit of MergerLP (each, a "MergerLP Common Unit"). (e) As used in this Section 3.1, the term "Exiting Partner" means any holder of Units that elects, or is deemed to have elected, to receive cash in exchange for its Units, in connection with the Partnership Merger, by delivering to FWOP written notice of such election no later than twenty (20) Business Days from the date that the Consent Solicitation Materials (as defined herein) are sent to such holder, and the term "Continuing Partner" means any holder of Units that elects to receive MergerLP Preferred Units in exchange for its Units, in connection with the Partnership Merger, by delivering to FWOP (y) written notice of such election and (z) an investor questionnaire that confirms certain matters with respect to such holder, including its status as an "accredited investor" under Rule 501 promulgated under the Securities Act of 1933, as amended (the "Securities Act") no later than twenty (20) Business Days from the date that the Consent Solicitation Materials are sent to such holder. Each holder that fails to deliver a timely election notice and/or an investor questionnaire that confirms the matters set forth above within such twenty (20) Business Day period shall be deemed to be an Exiting Partner.

Effect on Partnership Interests. As of the Partnership Merger Effective Time, automatically by virtue of the Partnership Merger and without any action on the part of any the holder of Units in FWOP or any party heretopartnership interest of the Partnership: (a) The general partnership interest in FWOP shall be converted into the general partnership interest in MergerLP, entitling the holder thereof to the same economic interest in MergerLP as it held in FWOP prior to the Effective Time. (b) The limited partnership interests in FWOP Each Partnership Common Unit held by Exiting Partners (as defined herein) immediately prior to the Effective Time shall be converted into the right to receive: (i) for each common unit of limited partnership interest in FWOP (each, a "Common Unit"), an amount equal to the Common Stock Consideration payable to the holder thereof in cash, without any interest thereon Minority Limited Partner (the "Common Unit Cash Consideration") and (ii) for each Series B Preferred Unit in FWOP (each, a "Series B Preferred Unit", and together with the Common Units, the "LP Minority Units"), an amount equal subject to the Preferred Stock Consideration (the "Series B Preferred Unit Cash Consideration"terms and conditions set forth herein, shall be converted into, and together with the Common Unit Cash Consideration and the Series A Preferred Unit Cash Consideration, the "Exiting Partner Cash Consideration"), which Exiting Partner Cash Consideration shall be payable to the holder thereof cancelled in cashexchange for, without any interest thereon. All Units so converted shall no longer be outstanding and shall automatically cease to exist, and each Unit shall thereafter represent only the right to receive the applicable cash in an amount of cash specified above. (c) The limited partnership interests in FWOP held by Continuing Partners (as defined herein) immediately prior to the Effective Time shall be converted automatically into: (i) for each Common Unit, one MergerLP Preferred without interest per LP Minority Unit with an initial capital account in MergerLP equal to the product of (A) the Company Common Unit Cash Consideration, and Share Merger Consideration multiplied by (iiB) for each Series B Preferred Unit, 1.282051282051 MergerLP Preferred Units with an initial capital account in MergerLP equal to the Series B Preferred Unit Cash Consideration. All Units so converted shall no longer be outstanding and shall automatically cease to exist, and each Unit shall thereafter represent only the right to receive that number of MergerLP Preferred Units specified above (the MergerLP Preferred Units Company Common Shares issuable in respect upon redemption of any given each such LP Minority Unit pursuant to this Section 3.1(c) are referred to herein as, the "Continuing Partner Consideration" and together with limited partnership agreement of the Exiting Partner ConsiderationPartnership (such product, the "Partnership Merger Consideration") in consideration for each such LP Minority Unit; provided that if any Minority Limited Partner has previously made an election to receive OP LP LLC Membership Interests pursuant to the Form of Membership Interest Election (in the form attached hereto as Exhibit A), in lieu of receiving the Partnership Merger Consideration, such holder shall exchange each LP Minority Unit held by it for OP LP LLC Membership Interests, in accordance with the procedures and time periods specified in Section 2.3 hereof and upon such terms as are described in the term sheet attached hereto as Schedule 2.2 (a) (the "Membership Interest Election"). (b) Each Partnership Common Unit held by the Company or any of its Subsidiaries immediately prior to the Partnership Merger Effective Time shall, by virtue of the Partnership Merger, automatically be cancelled and cease to exist, and the holders thereof shall cease to have any rights with respect thereto and no payment shall be made with respect thereto. (c) Each Partnership Preferred Unit outstanding immediately prior to the Partnership Merger Effective Time shall be unaffected by the Partnership Merger and shall remain outstanding as units of limited partnership interest of the Surviving Partnership. (d) Each UnitThe general partner interests of the Partnership outstanding immediately prior to the Partnership Merger Effective Time shall remain outstanding as general partner interests of the Surviving Partnership, if anyentitling the holder thereof to such rights, reclassified after the date of this Agreement duties and obligations as a "Series A Common Unit" are more fully set forth in the Recapitalization shall be converted automatically into one common unit of MergerLP (each, a "MergerLP Common Unit")Surviving Partnership Agreement. (e) As used in this Section 3.1, the term "Exiting Partner" means any holder of Units that elects, or is deemed to have elected, to receive cash in exchange for its Units, in connection with the Partnership Merger, by delivering to FWOP written notice of such election no later than twenty (20) Business Days from the date that the Consent Solicitation Materials (as defined herein) are sent to such holder, and the term "Continuing Partner" means any holder of Units that elects to receive MergerLP Preferred Units in exchange for its Units, in connection with the Partnership Merger, by delivering to FWOP (y) written notice of such election and (z) an investor questionnaire that confirms certain matters with respect to such holder, including its status as an "accredited investor" under Rule 501 promulgated under the Securities Act of 1933, as amended (the "Securities Act") no later than twenty (20) Business Days from the date that the Consent Solicitation Materials are sent to such holder. Each holder that fails to deliver a timely election notice and/or an investor questionnaire that confirms the matters set forth above within such twenty (20) Business Day period shall be deemed to be an Exiting Partner.

Effect on Partnership Interests. As of At the Partnership Merger Effective Time, automatically by virtue of the Partnership Merger and without any action on the part of any the holder of Units in FWOP any partnership interest of the Partnership or any party heretoPartnership Merger Sub: (a) The general partnership interest in FWOP shall be converted into the general partnership interest in MergerLP, entitling the holder thereof to the same economic interest in MergerLP as it held in FWOP Each Limited Partner Common Unit issued and outstanding immediately prior to the Partnership Merger Effective TimeTime (other than Limited Partner Common Units held by the Company or any Subsidiary, or acquired pursuant to Section 2.02 or Section 7.12) (the “Existing Units”) shall automatically be converted into, and canceled in exchange for, the right to receive an amount in cash equal to the Company Common Share Merger Consideration, without interest (the “Partnership Cash Merger Consideration”). (b) The limited partnership interests in FWOP held by Exiting Partners (as defined herein) Each General Partner Common Unit issued and outstanding immediately prior to the Partnership Merger Effective Time shall automatically be converted into the right to receive: (i) for each into, and canceled in exchange for, one general partner common unit entitled to preferred distribution in the Surviving Partnership, which shall, with respect to dividend and redemption rights and rights upon voluntary or involuntary liquidation, dissolution or winding up of limited partnership interest the Partnership, rank junior to the Series A Preferred Units (as defined in FWOP the Partnership Agreement) and have such other rights, terms and conditions set forth in the Surviving Partnership Agreement (each, a "Common Unit"), an amount equal to the Common Stock Consideration payable to the holder thereof in cash, without any interest thereon (the "Common Unit Cash Consideration") and (ii) for each “Series B Preferred Unit in FWOP (each, a "Series B Preferred Partnership General Partner Unit", and together with the Common Units, the "Units"”), an amount equal to the Preferred Stock Consideration (the "Series B Preferred Unit Cash Consideration", and together with the Common Unit Cash Consideration and the Series A Preferred Unit Cash Consideration, the "Exiting Partner Cash Consideration"), which Exiting Partner Cash Consideration shall be payable to the holder thereof in cash, without any interest thereon. All Units so converted shall no longer be outstanding and shall automatically cease to exist, and each Unit shall thereafter represent only the right to receive the applicable amount of cash specified above. (c) The limited partnership interests in FWOP Each Limited Partner Common Unit, if any, held by Continuing Partners (as defined herein) any Subsidiary issued and outstanding immediately prior to the Partnership Merger Effective Time shall automatically be converted automatically into: (i) for each Common Unit, and canceled in exchange for, one MergerLP Preferred Unit with an initial capital account in MergerLP equal to the Common Unit Cash Consideration, and (ii) for each Series B Preferred Partnership General Partner Unit, 1.282051282051 MergerLP Preferred Units with an initial capital account in MergerLP equal to the Series B Preferred Unit Cash Consideration. All Units so converted shall no longer be outstanding and shall automatically cease to exist, and each Unit shall thereafter represent only the right to receive that number of MergerLP Preferred Units specified above (the MergerLP Preferred Units issuable in respect of any given Unit pursuant to this Section 3.1(c) are referred to herein as, the "Continuing Partner Consideration" and together with the Exiting Partner Consideration, the "Partnership Merger Consideration"). (d) Each Limited Partner Common Unit, if any, reclassified after acquired pursuant to Section 2.02 or Section 7.12 issued and outstanding immediately prior to the date Partnership Merger Effective Time shall remain outstanding as one Limited Partner Common Unit of this Agreement as a "Series A Common Unit" the Surviving Partnership, with the rights, terms and conditions set forth in the Recapitalization shall be converted automatically into one common unit of MergerLP (each, a "MergerLP Common Unit")Surviving Partnership Agreement. (e) As used in this Section 3.1Each General Partner Preferred Unit issued and outstanding immediately prior to the Partnership Merger Effective Time shall remain outstanding as one General Partner Preferred Unit of the Surviving Partnership, the term "Exiting Partner" means any holder of Units that elects, or is deemed to have elected, to receive cash in exchange for its Units, in connection with the rights, terms and conditions set forth in the Surviving Partnership Merger, by delivering Agreement. (f) Each limited liability company interest in Partnership Merger Sub issued and outstanding immediately prior to FWOP written notice of such election no later than twenty (20) Business Days from the date that the Consent Solicitation Materials (as defined herein) are sent to such holder, and the term "Continuing Partner" means any holder of Units that elects to receive MergerLP Preferred Units in exchange for its Units, in connection with the Partnership Merger, by delivering Merger Effective Time shall automatically be canceled and retired and shall cease to FWOP (y) written notice of such election exist and (z) an investor questionnaire that confirms certain matters no payment shall be made with respect to such holder, including its status as an "accredited investor" under Rule 501 promulgated under the Securities Act of 1933, as amended (the "Securities Act") no later than twenty (20) Business Days from the date that the Consent Solicitation Materials are sent to such holder. Each holder that fails to deliver a timely election notice and/or an investor questionnaire that confirms the matters set forth above within such twenty (20) Business Day period shall be deemed to be an Exiting Partnerthereto.