Common use of Exchange Rights Clause in Contracts

Exchange Rights. (a) Notwithstanding any terms of the Limited Partnership Agreement or the Class P Exchange Agreement to the contrary, the Limited Partner and his Related Trusts shall have no rights to exchange their Incentive P Units except as specifically provided in Section 10(b) below. (b) Notwithstanding any terms of the Limited Partnership Agreement or the Class P Exchange Agreement to the contrary but subject to Section 10(c) below, to the extent that (i) the Incentive P Units have become Participating Class P Common Units and the same number of Class P Common Units granted to the Limited Partner in each of the other Operating Group Entities on the Incentive Grant Date have become Participating Class P Common Units (as defined in the limited partnership agreements of such other Operating Group Entities) and (ii) that sufficient Appreciation has occurred with respect to the Partnership and the other Operating Group Entities such that, in the determination of the General Partner, all such Participating Class P Common Units in each Operating Group Entity have each become economically equivalent to a Class A Common Unit in such Operating Group Entity as described in Section 3(j)(ii) of the limited partnership agreement of the Operating Group Entity, then such Participating Class P Common Units may participate, in one or more exchanges in the Limited Partner's discretion as follows: (A) at any time thereafter, up to 60% of the Class P Common Units in each Operating Group Entity may be exchanged in the aggregate, and (B) on and after each of the fifth, sixth, seventh and eighth anniversaries of the Incentive Grant Date, an additional 10% of the Class P Common Units in each Operating Group Entity in the aggregate may be exchanged (so that up to a cumulative percentage of the Class P Common Units in each Operating Group Entity equal to 70%, 80%, 90% and 100%, respectively, in the aggregate, may be exchanged on and after such anniversary), in each case as provided in, and in accordance with and subject to the terms of, the Class P Exchange Agreement. (c) Notwithstanding any provision of this Agreement, the Limited Partnership Agreement or the Exchange Agreements to the contrary, unless and until shareholders of the Company approve an amendment to the Plan to reserve a sufficient number of Class A Shares under the Plan, the Limited Partner and his Related Trusts shall not be permitted to exchange (i) any Class A Common Units into which the Incentive D Units have converted pursuant to the Class A Exchange Agreement or (ii) any Incentive P Units pursuant to the Class P Exchange Agreement. The Company agrees to promptly take all actions necessary to pursue shareholder approval of such an amendment.

Exchange Rights. (a) Notwithstanding any terms of the Limited Partnership Agreement or the Class P Exchange Agreement to the contrary, the Limited Partner and his Related Trusts shall have no rights to exchange their Incentive P Units except as specifically provided in Section 10(b) below. (b) . Notwithstanding any terms of the Limited Partnership Agreement or the Class P Exchange Agreement to the contrary but subject to Section 10(c) below, to the extent that (i) once the Incentive P Units have become Participating Class P Common Units and the same number of Class P Common Units granted to the Limited Partner in each of the other Operating Group Entities on the Incentive Grant Date have become Participating Class P Common Units (as defined in the limited partnership agreements of such other Operating Group Entities) and (ii) then, to the extent that sufficient Appreciation has occurred with respect to the Partnership and the other Operating Group Entities such that, in the determination of the General Partner, all such Participating Class P Common Units in each Operating Group Entity have each become economically equivalent to a Class A Common Unit in such Operating Group Entity as described in Section 3(j)(ii) of the limited partnership agreement of the Operating Group Entity, then such Participating Class P Common Units may participate, participate in one or more exchanges in the Limited Partner's ’s discretion as follows: (A) at any time thereafter, up to 60% of the Class P Common Units in each Operating Group Entity may be exchanged in the aggregate, and (B) on and after each of the fifth, sixth, seventh and eighth anniversaries of the Incentive Grant Date, an additional 10% of the Class P Common Units in each Operating Group Entity in the aggregate may be exchanged (so that up to a cumulative percentage of the Class P Common Units in each Operating Group Entity equal to 70%, 80%, 90% and 100%, respectively, in the aggregate, may be exchanged on and after such anniversary), in each case as provided in, and in accordance with and subject to the terms of, the Class P Exchange Agreement. : (ci) except as set forth in clause (ii), (1) at any time on and after the third anniversary of the Incentive Grant Date, up to 50.00% of the Participating Class P Common Units in each Operating Group Entity may be exchanged, and (2) on and after each of the fourth, fifth and sixth anniversaries of the Incentive Grant Date, an additional portion of the Participating Class P Common Units in each Operating Group Entity may be exchanged so that up to a cumulative percentage of the Participating Class P Common Units in each Operating Group Entity equal to 66.67%, 83.33% and 100%, respectively, may be exchanged on and after such anniversary, and (ii) in the event of a Termination without Cause occurring after the third, fourth and fifth anniversaries of the Incentive Grant Date, up to a cumulative percentage of the Participating Class P Common Units in each Operating Group Entity equal to 66.67%, 83.33% and 100.00%, respectively, may be exchanged on and after such anniversary. Notwithstanding any provision of this Agreement, the Limited Partnership Agreement or the Exchange Agreements to the contrary, unless and until shareholders of the Company approve an amendment to the Plan to reserve a sufficient number of Class A Shares under the Plan, the Limited Partner and his Related Trusts shall not be permitted to exchange (i) any Class A Common Units into which the Incentive D Units have converted pursuant to the Class A Exchange Agreement or (ii) any Incentive P Units pursuant to the Class P Exchange Agreement. The Company agrees to promptly take all actions necessary to pursue shareholder approval of such an amendment.

Exchange Rights. (a) Notwithstanding any terms of the Limited Partnership Agreement or the Exchange Agreement relating to Class P Common Units (the “Class P Exchange Agreement Agreement”) to the contrary, the Limited Partner and his Related Trusts shall have no rights to exchange their Incentive Retained P Units except as specifically provided in Section 10(b16(b) below. (b) Notwithstanding any terms of the Limited Partnership Agreement or the Class P Exchange Agreement to the contrary but subject to Section 10(c) belowcontrary, to the extent that (i) the Incentive Retained P Units have become Participating Class P Common Units and the same number of Class P Common Units granted to the Limited Partner in each of the other Operating Group Entities on the Incentive Grant Date have become Participating Class P Common Units (as defined in the limited partnership agreements of such other Operating Group Entities) and (ii) that sufficient Appreciation has occurred with respect to the Partnership and the other Operating Group Entities such that, in the determination of the General Partner, all such Participating Class P Common Units in each Operating Group Entity have each become economically equivalent to a Class A Common Unit in such Operating Group Entity as described in Section 3(j)(ii) of the limited partnership agreement of the Operating Group Entity, then such Participating Class P Common Units may participate, in one or more exchanges in the Limited Partner's ’s discretion as follows: (A) at any time thereafter, up to 60% of the Class P Common Units in each Operating Group Entity may be exchanged in the aggregate, and (B) on and after each of the fifth, sixth, seventh and eighth anniversaries of the Incentive Grant Date, an additional 10% of the Class P Common Units in each Operating Group Entity in the aggregate may be exchanged (so that up to a cumulative percentage of the Class P Common Units in each Operating Group Entity equal to 70%, 80%, 90% and 100%, respectively, in the aggregate, may be exchanged on and after such anniversary), in each case as provided in, and in accordance with and subject to the terms of, the Class P Exchange Agreement. (c) Notwithstanding any provision of this Agreement, the Limited Partnership Agreement or the Exchange Agreements to the contrary, unless and until shareholders of the Company approve an amendment to the Plan to reserve a sufficient number of Class A Shares under the Plan, the Limited Partner and his Related Trusts shall not be permitted to exchange (i) any Class A Common Units into which the Incentive D Units have converted pursuant to the Class A Exchange Agreement or (ii) any Incentive P Units pursuant to the Class P Exchange Agreement. The Company agrees to promptly take all actions necessary to pursue shareholder approval of such an amendment.