Common use of Exchanges; Conversion of Class E Common Units into Class A Common Units Clause in Contracts

Exchanges; Conversion of Class E Common Units into Class A Common Units. No Class E Limited Partner shall be permitted to exchange any Class E Common Unit pursuant to the Exchange Agreement except (i) to the extent that the Class E Common Unit has converted into a Class A Common Unit and satisfies the Book-Up Target at the time of such exchange and (ii) subject to the other terms of this Agreement. Upon achieving the Book-Up Target in accordance with Sections 5.2(b)(iii) and 6.1(c) following the end of the Distribution Holiday or immediately prior to an Exchange Event in which such Class E Common Unit is to be exchanged, a Class E Common Unit will automatically convert into a Class A Common Unit; provided that such automatic conversion will only occur to the extent a corresponding number of Class E common units in each of the other Operating Group Entities are also to be simultaneously converted into Class A common units pursuant to their Organizational Documents.