Common use of Notice of Conversion (Optional) Clause in Contracts

Notice of Conversion (Optional). In order for a holder of Class A Convertible Preferred Units to voluntarily convert shares of Class A Convertible Preferred Units into Common Units, such holder shall deliver to the Partnership’s Transfer Agent written notice (“Notice of Conversion”) that such holder elects to convert all or any number of the Class A Convertible Preferred Units held by such holder and, if applicable, any event on which such conversion is contingent. A Notice of Conversion shall state such holder’s name or the names of the nominees in which such holder wishes the Common Units to be issued. The close of business on the date of receipt by the Transfer Agent of such Notice of Conversion shall be the time of conversion (the “Conversion Time”), and the Common Units issuable upon conversion of the Class A Convertible Preferred Units indicated in the Notice of Conversion shall be deemed to be outstanding of record as of such date. As soon as reasonably practicable following the Conversion Time and in any event within three business days following the Conversion Time, the holder of Class A Convertible Preferred Units shall surrender the certificate or certificates, if any, for such Class A Convertible Preferred Units (or, if such registered holder alleges that a certificate has been lost, stolen or destroyed, a lost certificate affidavit and agreement reasonably acceptable to the Partnership to indemnify the Partnership against any claim that may be made against the Partnership on account of the alleged loss, theft or destruction of such certificate), at the office of the Transfer Agent. If required by the Partnership, certificates surrendered for conversion shall be endorsed or accompanied by a written instrument or written instruments of transfer, in form satisfactory to the Partnership, duly executed by the registered holder or such holder’s attorney duly authorized in writing. If the Common Units are to be certificated, the Partnership shall, as soon as practicable after the Conversion Time, and in no event later than the third business day following the Conversion Time, issue and deliver or cause its Transfer Agent to issue and deliver to the holder of Class A Convertible Preferred Units subject to a Notice of Conversion, or to such holder’s nominees, a certificate or certificates for the number of full Common Units issuable upon such conversion in accordance with the provisions hereof and, if applicable, a certificate for the number (if any) of the Class A Convertible Preferred Units represented by a surrendered certificate that were not converted into Common Units, and cash as provided in Section 4.3.6 above in lieu of any fraction of a Common Unit otherwise issuable upon such conversion and payment of any accumulated or declared but unpaid distributions on the Class A Convertible Preferred Units converted.

Notice of Conversion (Optional). In order for a holder of Class A Convertible Preferred Units to voluntarily convert shares of Class A Convertible Preferred Units into Common Units, such holder shall deliver to the Partnership’s Transfer Agent written notice (“Notice of Conversion”) that such holder elects to convert all or any number of the shares of the Class A Convertible Preferred Units held represented by such holder certificate or certificates and, if applicable, any event on which such conversion is contingent. A Notice of Conversion shall state such holder’s name or the names of the nominees in which such holder wishes the certificate or certificates for Common Units to be issued. The close of business on the date of receipt by the Transfer Agent of such Notice of Conversion shall be the time of conversion (the “Conversion Time”), and the Common Units issuable upon conversion of the Class A Convertible Preferred Units indicated in the Notice of Conversion shares represented by such certificate shall be deemed to be outstanding of record as of such date. As soon as reasonably practicable following the Conversion Time and in any event within three business days following the Conversion Time, the holder of Class A Convertible Preferred Units shall surrender the certificate or certificates, if any, certificates for such shares of Class A Convertible Preferred Units (or, if such registered holder alleges that a such certificate has been lost, stolen or destroyed, a lost certificate affidavit and agreement reasonably acceptable to the Partnership to indemnify the Partnership against any claim that may be made against the Partnership on account of the alleged loss, theft or destruction of such certificate), at the office of the Transfer Agent. If required by the Partnership, certificates surrendered for conversion shall be endorsed or accompanied by a written instrument or written instruments of transfer, in form satisfactory to the Partnership, duly executed by the registered holder or such holder’s attorney duly authorized in writing. If the Common Units are to be certificated, the The Partnership shall, as soon as practicable after the Conversion Time, and in no event later than the third business day following the Conversion Time, issue and deliver or cause its Transfer Agent to issue and deliver to the such holder of Class A Convertible Preferred Units subject to a Notice of ConversionUnits, or to such holder’s nominees, a certificate or certificates for the number of full Common Units issuable upon such conversion in accordance with the provisions hereof and, if applicablehereof, a certificate for the number (if any) of the Class A Convertible Preferred Units represented by a the surrendered certificate that were not converted into Common Units, and cash as provided in Section 4.3.6 above in lieu of any fraction of a Common Unit otherwise issuable upon such conversion and payment of any accumulated or declared but unpaid distributions on the Class A Convertible Preferred Units converted.

Notice of Conversion (Optional). In order for a holder of Class A Convertible Preferred Units to voluntarily convert shares of Class A Convertible Preferred Units into Class B Common Units, such holder shall deliver to the Partnership’s Transfer Agent written notice (“Notice of Conversion”) that such holder elects to convert all or any number of the Class A Convertible Preferred Units held by such holder and, if applicable, any event on which such conversion is contingent. A Notice of Conversion shall state such holder’s name or the names of the nominees in which such holder wishes the Class B Common Units to be issued. The close of business on the date of receipt by the Transfer Agent of such Notice of Conversion shall be the time of conversion (the “Conversion Time”), and the Class B Common Units issuable upon conversion of the Class A Convertible Preferred Units indicated in the Notice of Conversion shall be deemed to be outstanding of record as of such date. As soon as reasonably practicable following the Conversion Time and in any event within three business days following the Conversion Time, the holder of Class A Convertible Preferred Units shall surrender the certificate or certificates, if any, for such Class A Convertible Preferred Units (or, if such registered holder alleges that a certificate has been lost, stolen or destroyed, a lost certificate affidavit and agreement reasonably acceptable to the Partnership to indemnify the Partnership against any claim that may be made against the Partnership on account of the alleged loss, theft or destruction of such certificate), at the office of the Transfer Agent. If required by the Partnership, certificates surrendered for conversion shall be endorsed or accompanied by a written instrument or written instruments of transfer, in form satisfactory to the Partnership, duly executed by the registered holder or such holder’s attorney duly authorized in writing. If the Class B Common Units are to be certificated, the Partnership shall, as soon as practicable after the Conversion Time, and in no event later than the third business day following the Conversion Time, issue and deliver or cause its Transfer Agent to issue and deliver to the holder of Class A Convertible Preferred Units subject to a Notice of Conversion, or to such holder’s nominees, a certificate or certificates for the number of full Class B Common Units issuable upon such conversion in accordance with the provisions hereof and, if applicable, a certificate for the number (if any) of the Class A Convertible Preferred Units represented by a surrendered certificate that were not converted into Class B Common Units, and cash as provided in Section 4.3.6 above in lieu of any fraction of a Class B Common Unit otherwise issuable upon such conversion and payment of any accumulated or declared but unpaid distributions on the Class A Convertible Preferred Units converted.