Common use of Other Extraordinary Transactions Affecting the Partnership Clause in Contracts

Other Extraordinary Transactions Affecting the Partnership. (1) Prior to the consummation of a Partnership Event, the Partnership shall, as promptly as practicable, but in any event no later than twelve (12) Business Days prior to the consummation of the Partnership Event, make an irrevocable written offer (a “Series E Partnership Event Change of Control Offer”), subject to consummation of the Partnership Event, to each holder of Series E Preferred Units to redeem all (but not less than all) of such holder’s Series E Preferred Units for a price per Series E Preferred Unit payable in cash equal to the greater of (x) the sum of the Series E Issue Price and the Series E Unpaid Distributions and all accrued and unpaid interest thereon (determined in accordance with Section 5.16(b)(ii)(C)) and (y) an amount equal to the product of (1) the number of Common Units into which each Series E Preferred Unit is convertible pursuant to Section 5.16(b)(viii) on the day immediately prior to the date of the Series E Partnership Event Change of Control Offer and (2) the sum of (A) the cash consideration per Common Unit to be paid to the holders of Common Units pursuant to the Partnership Event plus (B) the fair market value per Common Unit of the securities or other assets to be distributed to the holders of the Common Units pursuant to the Partnership Event (as applicable, the “Series E Partnership Event Payment”). (2) Upon receipt by a Series E Unitholder of a Series E Partnership Event Change of Control Offer, such Series E Unitholder may elect, by written notice received by the Partnership no later than five (5) Business Days after the receipt by such holder of a Series E Partnership Event Change of Control Offer, to receive Series E Survivor Preferred Securities (as defined below) pursuant to this Section 5.16(b)(viii)(F)(2) in lieu of a Series E Partnership Event Payment. Upon receipt of such Series E Unitholder’s election to receive Series E Survivor Preferred Securities, the Partnership shall as promptly as practicable, but in any event prior to the consummation of any Partnership Event, make appropriate provision to ensure that such electing holders of Series E Preferred Units receive in such Partnership Event a preferred security, issued by the Person surviving or resulting from such Partnership Event and containing provisions substantially equivalent to the provisions set forth in this Agreement with respect to the Series E Preferred Units, including Section 5.16 and Section 7.3 hereof, without material abridgement, including, without limitation, the same powers, preferences, rights to distributions, rights to accumulation and compounding upon failure to pay distributions, and relative participating, optional or other special rights and the qualifications, limitations or restrictions thereon, that the Series E Preferred Unit had immediately prior to such Partnership Event (the “Series E Survivor Preferred Security”). The Series E Conversion Rate in effect at the time of the effective date of such Partnership Event shall be proportionately adjusted so that the conversion of a unit of Series E Survivor Preferred Security after such time shall entitle the holder to the number of securities or amount of cash or other assets which, if a Series E Preferred Unit had been converted into Common Units immediately prior to such Partnership Event, such holder would have been entitled to receive immediately following such Partnership Event. Subsequent adjustments to the Series E Conversion Rate of the Series E Survivor Preferred Security shall be made successively thereafter whenever any event described in Section 5.16(b)(viii)(D), Section 5.16(b)(viii)(E) or this Section 5.16(b)(viii)(F) shall occur. Notwithstanding the foregoing, the Partnership may consummate a Partnership Event without making appropriate provision to ensure that the holders of Series E Preferred Units receive a Series E Partnership Event Payment or Series E Survivor Preferred Security, as applicable, with respect to such Partnership Event if prior to such consummation the Partnership has received the prior written approval of the holders of a majority of the Outstanding Series E Preferred Units. (3) A Series E Partnership Event Change of Control Offer shall be mailed to each Series E Unitholder and shall describe the transaction or transactions that constitute the Partnership Event and state: i) that the Series E Partnership Event Change of Control Offer is being made pursuant to this Section 5.16(b)(viii)(F) and that the Partnership is making an offer to redeem all Series E Preferred Units of such Unitholder (subject to the consummation of the Partnership Event); ii) the amount of the Series E Partnership Event Payment and the redemption date, which shall be the date on which the Partnership Event is consummated or as soon thereafter as practicable (the “Series E Partnership Event Payment Date”); and iii) the amount per Common Unit that each Common Unitholder is receiving in connection with the Partnership Event. On the Series E Partnership Event Payment Date, the Partnership (or its successor) shall pay to each Unitholder of Series E Preferred Units that accepts the Series E Partnership Event Change of Control Offer an amount in cash equal to such holder’s applicable Series E Partnership Event Payment, and all of such holder’s rights and privileges under the Series E Preferred Units or as a Series E Unitholder shall be extinguished.

Other Extraordinary Transactions Affecting the Partnership. (1) Prior to the consummation of a Partnership Event, the Partnership shall, as promptly as practicable, but in any event no later than twelve (12) Business Days prior to the consummation of the Partnership Event, make an irrevocable written offer (a “Series E D Partnership Event Change of Control Offer”), subject to consummation of the Partnership Event, to each holder of Series E D Preferred Units to redeem all (but not less than all) of such holder’s Series E D Preferred Units for a price per Series E D Preferred Unit payable in cash equal to the greater of (x) the sum of the Series E D Issue Price and the Series E D Unpaid Cash Distributions and all accrued and unpaid interest thereon (determined in accordance with Section 5.16(b)(ii)(C)) and (y) an amount equal to the product of (1) the number of Common Units into which each Series E D Preferred Unit is convertible pursuant to Section 5.16(b)(viii5.15(b)(viii) on the day immediately prior to the date of the Series E D Partnership Event Change of Control Offer and (2) the sum of (A) the cash consideration per Common Unit to be paid to the holders of Common Units pursuant to the Partnership Event plus (B) the fair market value per Common Unit of the securities or other assets to be distributed to the holders of the Common Units pursuant to the Partnership Event (as applicable, the “Series E D Partnership Event Payment”). (2) Upon receipt by a Series E D Unitholder of a Series E D Partnership Event Change of Control Offer, such Series E D Unitholder may elect, by written notice received by the Partnership no later than five (5) Business Days after the receipt by such holder of a Series E D Partnership Event Change of Control Offer, to receive Series E D Survivor Preferred Securities (as defined below) pursuant to this Section 5.16(b)(viii)(F)(25.15(b)(viii)(F)(2) in lieu of a Series E D Partnership Event Payment. Upon receipt of such Series E D Unitholder’s election to receive Series E D Survivor Preferred Securities, the Partnership shall as promptly as practicable, but in any event prior to the consummation of any Partnership Event, make appropriate provision to ensure that such electing holders of Series E D Preferred Units receive in such Partnership Event a preferred security, issued by the Person surviving or resulting from such Partnership Event and containing provisions substantially equivalent to the provisions set forth in this Agreement with respect to the Series E D Preferred Units, including Section 5.16 5.15 and Section 7.3 hereof, without material abridgement, including, without limitation, the same powers, preferences, rights to distributions, rights to accumulation and compounding upon failure to pay distributions, and relative participating, optional or other special rights and the qualifications, limitations or restrictions thereon, that the Series E D Preferred Unit had immediately prior to such Partnership Event (the “Series E Survivor Preferred Security”). The Series E Conversion Rate in effect at the time of the effective date of such Partnership Event shall be proportionately adjusted so that the conversion of a unit of Series E Survivor Preferred Security after such time shall entitle the holder to the number of securities or amount of cash or other assets which, if a Series E Preferred Unit had been converted into Common Units immediately prior to such Partnership Event, such holder would have been entitled to receive immediately following such Partnership Event. Subsequent adjustments to the Series E Conversion Rate of the Series E Survivor Preferred Security shall be made successively thereafter whenever any event described in Section 5.16(b)(viii)(D), Section 5.16(b)(viii)(E) or this Section 5.16(b)(viii)(F) shall occur. Notwithstanding the foregoing, the Partnership may consummate a Partnership Event without making appropriate provision to ensure that the holders of Series E Preferred Units receive a Series E Partnership Event Payment or Series E Survivor Preferred Security, as applicable, with respect to such Partnership Event if prior to such consummation the Partnership has received the prior written approval of the holders of a majority of the Outstanding Series E Preferred Units. (3) A Series E Partnership Event Change of Control Offer shall be mailed to each Series E Unitholder and shall describe the transaction or transactions that constitute the Partnership Event and state: i) that the Series E Partnership Event Change of Control Offer is being made pursuant to this Section 5.16(b)(viii)(F) and that the Partnership is making an offer to redeem all Series E Preferred Units of such Unitholder (subject to the consummation of the Partnership Event); ii) the amount of the Series E Partnership Event Payment and the redemption date, which shall be the date on which the Partnership Event is consummated or as soon thereafter as practicable (the “Series E Partnership Event Payment Date”); and iii) the amount per Common Unit that each Common Unitholder is receiving in connection with the Partnership Event. On the Series E Partnership Event Payment Date, the Partnership (or its successor) shall pay to each Unitholder of Series E Preferred Units that accepts the Series E Partnership Event Change of Control Offer an amount in cash equal to such holder’s applicable Series E Partnership Event Payment, and all of such holder’s rights and privileges under the Series E Preferred Units or as a Series E Unitholder shall be extinguished.the

Other Extraordinary Transactions Affecting the Partnership. (1) Prior to the consummation of a Partnership Event, the Partnership shall, as promptly as practicable, but in any event no later than twelve (12) Business Days prior to the consummation of the Partnership Event, make an irrevocable written offer (a “Series E C Partnership Event Change of Control Offer”), subject to consummation of the Partnership Event, to each holder of Series E C Preferred Units to redeem all (but not less than all) of such holder’s Series E C Preferred Units for a price per Series E C Preferred Unit payable in cash equal to the greater of (x) the sum of the Series E C Issue Price and the Series E C Unpaid Cash Distributions and all accrued and unpaid interest thereon (determined in accordance with Section 5.16(b)(ii)(C)) and (y) an amount equal to the product of (1) the number of Common Units into which each Series E C Preferred Unit is convertible pursuant to Section 5.16(b)(viii5.14(b)(viii) on the day immediately prior to the date of the Series E C Partnership Event Change of Control Offer and (2) the sum of (A) the cash consideration per Common Unit to be paid to the holders of Common Units pursuant to the Partnership Event plus (B) the fair market value per Common Unit of the securities or other assets to be distributed to the holders of the Common Units pursuant to the Partnership Event (as applicable, the “Series E C Partnership Event Payment”). (2) Upon receipt by a Series E C Unitholder of a Series E C Partnership Event Change of Control Offer, such Series E C Unitholder may elect, by written notice received by the Partnership no later than five (5) Business Days after the receipt by such holder of a Series E C Partnership Event Change of Control Offer, to receive Series E C Survivor Preferred Securities (as defined below) pursuant to this Section 5.16(b)(viii)(F)(25.14(b)(viii)(G)(2) in lieu of a Series E C Partnership Event Payment. Upon receipt of such Series E C Unitholder’s election to receive Series E C Survivor Preferred Securities, the Partnership shall as promptly as practicable, but in any event prior to the consummation of any Partnership Event, make appropriate provision to ensure that such electing holders of Series E C Preferred Units receive in such Partnership Event a preferred security, issued by the Person surviving or resulting from such Partnership Event and containing provisions substantially equivalent to the provisions set forth in this Agreement with respect to the Series E C Preferred Units, including Section 5.16 5.14 and Section 7.3 hereof, without material abridgement, including, without limitation, the same powers, preferences, rights to distributions, rights to accumulation and compounding upon failure to pay distributions, and relative participating, optional or other special rights and the qualifications, limitations or restrictions thereon, that the Series E C Preferred Unit had immediately prior to such Partnership Event (the “Series E C Survivor Preferred Security”). The Series E C Conversion Rate in effect at the time of the effective date of such Partnership Event shall be proportionately adjusted so that the conversion of a unit of Series E C Survivor Preferred Security after such time shall entitle the holder to the number of securities or amount of cash or other assets which, if a Series E C Preferred Unit had been converted into Common Units immediately prior to such Partnership Event, such holder would have been entitled to receive immediately following such Partnership Event. Subsequent adjustments to the Series E C Conversion Rate of the Series E C Survivor Preferred Security shall be made successively thereafter whenever any event described in Section 5.16(b)(viii)(D5.14(b)(viii)(E), Section 5.16(b)(viii)(E5.14(b)(viii)(F) or this Section 5.16(b)(viii)(F5.14(b)(viii)(G) shall occur. Notwithstanding the foregoing, the Partnership may consummate a Partnership Event without making appropriate provision to ensure that the holders of Series E C Preferred Units receive a Series E C Partnership Event Payment or Series E C Survivor Preferred Security, as applicable, with respect to such Partnership Event if prior to such consummation the Partnership has received the prior written approval of the holders of a majority of the Outstanding Series E C Preferred Units. (3) A Series E C Partnership Event Change of Control Offer shall be mailed to each Series E C Unitholder and shall describe the transaction or transactions that constitute the Partnership Event and state: i) that the Series E C Partnership Event Change of Control Offer is being made pursuant to this Section 5.16(b)(viii)(F5.14(b)(viii)(F) and that the Partnership is making an offer to redeem all Series E C Preferred Units of such Unitholder (subject to the consummation of the Partnership Event); ii) the amount of the Series E C Partnership Event Payment and the redemption date, which shall be the date on which the Partnership Event is consummated or as soon thereafter as practicable (the “Series E C Partnership Event Payment Date”); and iii) the amount per Common Unit that each Common Unitholder is receiving in connection with the Partnership Event. On the Series E C Partnership Event Payment Date, the Partnership (or its successor) shall pay to each Unitholder of Series E C Preferred Units that accepts the Series E C Partnership Event Change of Control Offer an amount in cash equal to such holder’s applicable Series E C Partnership Event Payment, and all of such holder’s rights and privileges under the Series E C Preferred Units or as a Series E C Unitholder shall be extinguished.

Other Extraordinary Transactions Affecting the Partnership. (1) Prior to the consummation of a Partnership Event, the Partnership shall, as promptly as practicable, but in any event no later than twelve (12) Business Days prior to the consummation of the Partnership Event, make an irrevocable written offer (a “Series E C Partnership Event Change of Control Offer”), subject to consummation of the Partnership Event, to each holder of Series E C Preferred Units to redeem all (but not less than all) of such holder’s Series E C Preferred Units for a price per Series E C Preferred Unit payable in cash equal to the greater of (x) the sum of the Series E C Issue Price and the Series E C Unpaid Cash Distributions and all accrued and unpaid interest thereon (determined in accordance with Section 5.16(b)(ii)(C)) and (y) an amount equal to the product of (1) the number of Common Units into which each Series E C Preferred Unit is convertible pursuant to Section 5.16(b)(viii5.14(b)(viii) on the day immediately prior to the date of the Series E C Partnership Event Change of Control Offer and (2) the sum of (A) the cash consideration per Common Unit to be paid to the holders of Common Units pursuant to the Partnership Event plus (B) the fair market value per Common Unit of the securities or other assets to be distributed to the holders of the Common Units pursuant to the Partnership Event (as applicable, the “Series E C Partnership Event Payment”). (2) Upon receipt by a Series E C Unitholder of a Series E C Partnership Event Change of Control Offer, such Series E C Unitholder may elect, by written notice received by the Partnership no later than five (5) Business Days after the receipt by such holder of a Series E C Partnership Event Change of Control Offer, to receive Series E C Survivor Preferred Securities (as defined below) pursuant to this Section 5.16(b)(viii)(F)(25.14(b)(viii)(G)(2) in lieu of a Series E C Partnership Event Payment. Upon receipt of such Series E C Unitholder’s election to receive Series E C Survivor Preferred Securities, the Partnership shall as promptly as practicable, but in any event prior to the consummation of any Partnership Event, make appropriate provision to ensure that such electing holders of Series E C Preferred Units receive in such Partnership Event a preferred security, issued by the Person surviving or resulting from such Partnership Event and containing provisions substantially equivalent to the provisions set forth in this Agreement with respect to the Series E C Preferred Units, including Section 5.16 5.14 and Section 7.3 hereof, without material abridgement, including, without limitation, the same powers, preferences, rights to distributions, rights to accumulation and compounding upon failure to pay distributions, and relative participating, optional or other special rights and the qualifications, limitations or restrictions thereon, that the Series E C Preferred Unit had immediately prior to such Partnership Event (the “Series E C Survivor Preferred Security”). The Series E C Conversion Rate in effect at the time of the effective date of such Partnership Event shall be proportionately adjusted so that the conversion of a unit of Series E C Survivor Preferred Security after such time shall entitle the holder to the number of securities or amount of cash or other assets which, if a Series E C Preferred Unit had been converted into Common Units immediately prior to such Partnership Event, such holder would have been entitled to receive immediately following such Partnership Event. Subsequent adjustments to the Series E C Conversion Rate of the Series E C Survivor Preferred Security shall be made successively thereafter whenever any event described in Section 5.16(b)(viii)(D5.14(b)(viii)(E), Section 5.16(b)(viii)(E5.14(b)(viii)(F) or this Section 5.16(b)(viii)(F5.14(b)(viii)(G) shall occur. Notwithstanding the foregoing, the Partnership may consummate a Partnership Event without making appropriate provision to ensure that the holders of Series E Preferred Units receive a Series E Partnership Event Payment or Series E Survivor Preferred Security, as applicable, with respect to such Partnership Event if prior to such consummation the Partnership has received the prior written approval of the holders of a majority of the Outstanding Series E Preferred Units. (3) A Series E Partnership Event Change of Control Offer shall be mailed to each Series E Unitholder and shall describe the transaction or transactions that constitute the Partnership Event and state: i) that the Series E Partnership Event Change of Control Offer is being made pursuant to this Section 5.16(b)(viii)(F) and that the Partnership is making an offer to redeem all Series E Preferred Units of such Unitholder (subject to the consummation of the Partnership Event); ii) the amount of the Series E Partnership Event Payment and the redemption date, which shall be the date on which the Partnership Event is consummated or as soon thereafter as practicable (the “Series E Partnership Event Payment Date”); and iii) the amount per Common Unit that each Common Unitholder is receiving in connection with the Partnership Event. On the Series E Partnership Event Payment Date, the Partnership (or its successor) shall pay to each Unitholder of Series E Preferred Units that accepts the Series E Partnership Event Change of Control Offer an amount in cash equal to such holder’s applicable Series E Partnership Event Payment, and all of such holder’s rights and privileges under the Series E Preferred Units or as a Series E Unitholder shall be extinguished.

Other Extraordinary Transactions Affecting the Partnership. 137 (1) Prior to the consummation of a Partnership Event, the Partnership shall, as promptly as practicable, but in any event no later than twelve (12) Business Days prior to the consummation of the Partnership Event, make an irrevocable written offer (a “Series E Partnership Event Change of Control Offer”), subject to consummation of the Partnership Event, to each holder of Series E Preferred Units to redeem all (but not less than all) of such holder’s Series E Preferred Units for a price per Series E Preferred Unit payable in cash equal to the greater of (x) the sum of the Series E Issue Price and the Series E Unpaid Distributions and all accrued and unpaid interest thereon (determined in accordance with Section 5.16(b)(ii)(C)) and (y) an amount equal to the product of (1) the number of Common Units into which each Series E Preferred Unit is convertible pursuant to Section 5.16(b)(viii) on the day immediately prior to the date of the Series E Partnership Event Change of Control Offer and (2) the sum of (A) the cash consideration per Common Unit to be paid to the holders of Common Units pursuant to the Partnership Event plus (B) the fair market value per Common Unit of the securities or other assets to be distributed to the holders of the Common Units pursuant to the Partnership Event (as applicable, the “Series E Partnership Event Payment”). (2) Upon receipt by a Series E Unitholder of a Series E Partnership Event Change of Control Offer, such Series E Unitholder may elect, by written notice received by the Partnership no later than five (5) Business Days after the receipt by such holder of a Series E Partnership Event Change of Control Offer, to receive Series E Survivor Preferred Securities (as defined below) pursuant to this Section 5.16(b)(viii)(F)(2) in lieu of a Series E Partnership Event Payment. Upon receipt of such Series E Unitholder’s election to receive Series E Survivor Preferred Securities, the Partnership shall as promptly as practicable, but in any event prior to the consummation of any Partnership Event, make appropriate provision to ensure that such electing holders of Series E Preferred Units receive in such Partnership Event a preferred security, issued by the Person surviving or resulting from such Partnership Event and containing provisions substantially equivalent to the provisions set forth in this Agreement with respect to the Series E Preferred Units, including Section 5.16 and Section 7.3 hereof, without material abridgement, including, without limitation, the same powers, preferences, rights to distributions, rights to accumulation and compounding upon failure to pay distributions, and relative participating, optional or other special rights and the qualifications, limitations or restrictions thereon, that the Series E Preferred Unit had immediately prior to such Partnership Event (the “Series E Survivor Preferred Security”). The Series E Conversion Rate in effect at the time of the effective date of such Partnership Event shall be proportionately adjusted so that the conversion of a unit of Series E 138 Survivor Preferred Security after such time shall entitle the holder to the number of securities or amount of cash or other assets which, if a Series E Preferred Unit had been converted into Common Units immediately prior to such Partnership Event, such holder would have been entitled to receive immediately following such Partnership Event. Subsequent adjustments to the Series E Conversion Rate of the Series E Survivor Preferred Security shall be made successively thereafter whenever any event described in Section 5.16(b)(viii)(D), Section 5.16(b)(viii)(E) or this Section 5.16(b)(viii)(F) shall occur. Notwithstanding the foregoing, the Partnership may consummate a Partnership Event without making appropriate provision to ensure that the holders of Series E Preferred Units receive a Series E Partnership Event Payment or Series E Survivor Preferred Security, as applicable, with respect to such Partnership Event if prior to such consummation the Partnership has received the prior written approval of the holders of a majority of the Outstanding Series E Preferred Units. (3) A Series E Partnership Event Change of Control Offer shall be mailed to each Series E Unitholder and shall describe the transaction or transactions that constitute the Partnership Event and state: i) that the Series E Partnership Event Change of Control Offer is being made pursuant to this Section 5.16(b)(viii)(F) and that the Partnership is making an offer to redeem all Series E Preferred Units of such Unitholder (subject to the consummation of the Partnership Event); ii) the amount of the Series E Partnership Event Payment and the redemption date, which shall be the date on which the Partnership Event is consummated or as soon thereafter as practicable (the “Series E Partnership Event Payment Date”); and iii) the amount per Common Unit that each Common Unitholder is receiving in connection with the Partnership Event. On the Series E Partnership Event Payment Date, the Partnership (or its successor) shall pay to each Unitholder of Series E Preferred Units that accepts the Series E Partnership Event Change of Control Offer an amount in cash equal to such holder’s applicable Series E Partnership Event Payment, and all of such holder’s rights and privileges under the Series E Preferred Units or as a Series E Unitholder shall be extinguished.. 139

Other Extraordinary Transactions Affecting the Partnership. (1) a. Prior to the consummation of a Partnership Eventany recapitalization, the Partnership shallreorganization, as promptly as practicableconsolidation, but merger, spin-off or other business combination (not otherwise addressed in any event no later than twelve (12Section 5.14(viii)(G) Business Days prior to the consummation of the Partnership Event, make an irrevocable written offer (a “Series E Partnership Event Change of Control Offer”), subject to consummation of the Partnership Event, to each holder of Series E Preferred Units to redeem all (but not less than allabove) of such holder’s Series E Preferred Units for a price per Series E Preferred Unit payable in cash equal to the greater of (x) the sum of the Series E Issue Price and the Series E Unpaid Distributions and all accrued and unpaid interest thereon (determined in accordance with Section 5.16(b)(ii)(C)) and (y) an amount equal to the product of (1) the number of Common Units into which each Series E Preferred Unit is convertible pursuant to Section 5.16(b)(viii) on the day immediately prior to the date of the Series E Partnership Event Change of Control Offer and (2) the sum of (A) the cash consideration per Common Unit to be paid to the holders of Common Units pursuant are to the Partnership Event plus (B) the fair market value per Common Unit of the securities receive securities, cash or other assets to be distributed to the holders of the Common Units pursuant to the (a “Partnership Event (as applicable, the “Series E Partnership Event PaymentEvent”). (2) Upon receipt by a Series E Unitholder of a Series E Partnership Event Change of Control Offer, such Series E Unitholder may elect, by written notice received by the Partnership no later than five (5) Business Days after the receipt by such holder of a Series E Partnership Event Change of Control Offer, to receive Series E Survivor Preferred Securities (as defined below) pursuant to this Section 5.16(b)(viii)(F)(2) in lieu of a Series E Partnership Event Payment. Upon receipt of such Series E Unitholder’s election to receive Series E Survivor Preferred Securities, the Partnership shall as promptly as practicable, but in any event prior to the consummation of any Partnership Event, make appropriate provision to ensure insure that such electing the holders of Series E A Preferred Units receive in such Partnership Event a preferred security, issued by the Person surviving or resulting from such Partnership Event and containing provisions substantially equivalent to the provisions set forth in this Agreement with respect to the Series E Preferred Units, including Section 5.16 and Section 7.3 hereof, 5.14 without material abridgement, abridgement including, without limitation, the same powers, preferences, rights to distributions, rights to accumulation and compounding upon failure to pay distributions, and relative participating, optional or other special rights and the qualifications, limitations or restrictions thereon, that the Series E A Preferred Unit had immediately prior to such Partnership Event (the “Series E Survivor Preferred Security”). The Series E A Conversion Rate Price in effect at the time of the effective date of such Partnership Event shall be proportionately adjusted so that the conversion of a unit of Series E Survivor Preferred Security after such time shall entitle the holder to the number of securities or amount of cash or other assets which, if a Series E A Preferred Unit had been converted into Common Units immediately prior to such Partnership Event, such holder would have been entitled to receive immediately following such Partnership Event. Subsequent adjustments to the Series E Conversion Rate Price of the Series E Survivor Preferred Security shall be made successively thereafter whenever any event described in Section 5.16(b)(viii)(D5.14(viii)(G), Section 5.16(b)(viii)(E5.14(viii)(H) or this Section 5.16(b)(viii)(F5.14(viii)(I) shall occur. Notwithstanding the foregoing, . b. If the Partnership may consummate desires to enter into a Partnership Event without making appropriate provision or other merger, consolidation or business combination that will result in holders of Common Units receiving cash consideration exclusively as a result thereof (a “Cash Event”), it shall use its commercially reasonable efforts to ensure that the holders parties to such Cash Event enter into documentation that provides that upon conversion of Series E Preferred Units receive a Series E Partnership Event Payment or Series E unit of the Survivor Preferred Security, the holder thereof shall be entitled to receive, in lieu of such cash, a unit or units of Survivor Common Equity (as applicablehereinafter defined). Each such Survivor Preferred Security shall initially (that is, with respect immediately after the effective time of the Cash Event) entitle the holder to convert such Partnership Event if Survivor Preferred Security into a number of units of Survivor Common Equity that are equivalent in fair market value to the cash amount that would otherwise have been received by the holder had such holder’s Series A Preferred Units been converted into Common Units immediately prior to such consummation the Partnership has received the prior written approval Cash Event. As used herein, “Survivor Common Equity” means a share or unit of the holders of a majority of the Outstanding Series E Preferred Units. surviving Person that has (3) A Series E Partnership Event Change of Control Offer shall be mailed to each Series E Unitholder and shall describe the transaction or transactions that constitute the Partnership Event and state: i) that the Series E Partnership Event Change of Control Offer is being made pursuant right to this Section 5.16(b)(viii)(F) and that the Partnership is making an offer to redeem all Series E Preferred Units of such Unitholder (subject vote generally in matters relating to the consummation of the Partnership Event); entity and (ii) the amount right to receive a pro rata portion of all of the Series E Partnership Event Payment equity remaining in the surviving Person upon liquidation after payment in full of (y) all indebtedness of the surviving Person and the redemption date(z) amounts due in respect of all equity securities ranking more senior than such unit of Survivor Common Equity. For greater clarity, which shall be the date on which the Partnership Event is consummated or as soon thereafter as practicable (the “Series E Partnership Event Payment Date”); and iiiSection 5.14(b)(viii)(I)(b) the amount per Common Unit that each Common Unitholder is receiving in connection with the Partnership Event. On the Series E Partnership Event Payment Date, the Partnership (or its successorand Section 5.14(b)(viii)(I)(c) shall pay apply without regard to each Unitholder of Series E Preferred Units that accepts whether the Series E Partnership Cash Event constitutes a Change of Control Offer an amount in cash equal to such holder’s applicable Series E Partnership Event Payment, and all of such holder’s rights and privileges under the Series E Preferred Units or as a Series E Unitholder shall be extinguishedControl.

Other Extraordinary Transactions Affecting the Partnership. (1a) Prior to the consummation of a Partnership Eventany recapitalization, the Partnership shallreorganization, as promptly as practicableconsolidation, but merger, spin-off or other business combination (not otherwise addressed in any event no later than twelve (12Section 5.14(b)(viii)(G) Business Days prior to the consummation of the Partnership Event, make an irrevocable written offer (a “Series E Partnership Event Change of Control Offer”), subject to consummation of the Partnership Event, to each holder of Series E Preferred Units to redeem all (but not less than allabove) of such holder’s Series E Preferred Units for a price per Series E Preferred Unit payable in cash equal to the greater of (x) the sum of the Series E Issue Price and the Series E Unpaid Distributions and all accrued and unpaid interest thereon (determined in accordance with Section 5.16(b)(ii)(C)) and (y) an amount equal to the product of (1) the number of Common Units into which each Series E Preferred Unit is convertible pursuant to Section 5.16(b)(viii) on the day immediately prior to the date of the Series E Partnership Event Change of Control Offer and (2) the sum of (A) the cash consideration per Common Unit to be paid to the holders of Common Units pursuant are to the Partnership Event plus (B) the fair market value per Common Unit of the securities receive securities, cash or other assets to be distributed to the holders of the Common Units pursuant to the (a “Partnership Event (as applicable, the “Series E Partnership Event PaymentEvent”). (2) Upon receipt by a Series E Unitholder of a Series E Partnership Event Change of Control Offer, such Series E Unitholder may elect, by written notice received by the Partnership no later than five (5) Business Days after the receipt by such holder of a Series E Partnership Event Change of Control Offer, to receive Series E Survivor Preferred Securities (as defined below) pursuant to this Section 5.16(b)(viii)(F)(2) in lieu of a Series E Partnership Event Payment. Upon receipt of such Series E Unitholder’s election to receive Series E Survivor Preferred Securities, the Partnership shall as promptly as practicable, but in any event prior to the consummation of any Partnership Event, make appropriate provision to ensure insure that such electing the holders of Series E A Preferred Units receive in such Partnership Event a preferred security, issued by the Person surviving or resulting from such Partnership Event and containing provisions substantially equivalent to the provisions set forth in this Agreement with respect to the Series E Preferred Units, including Section 5.16 and Section 7.3 hereof, 5.14 without material abridgement, abridgement including, without limitation, the same powers, preferences, rights to distributions, rights to accumulation and compounding upon failure to pay distributions, and relative participating, optional or other special rights and the qualifications, limitations or restrictions thereon, that the Series E A Preferred Unit had immediately prior to such Partnership Event (the “Series E Survivor Preferred Security”). The Series E A Conversion Rate Price in effect at the time of the effective date of such Partnership Event shall be proportionately adjusted so that the conversion of a unit of Series E Survivor Preferred Security after such time shall entitle the holder to the number of securities or amount of cash or other assets which, if a Series E A Preferred Unit had been converted into Common Units immediately prior to such Partnership Event, such holder would have been entitled to receive immediately following such Partnership Event. Subsequent adjustments to the Series E Conversion Rate Price of the Series E Survivor Preferred Security shall be made successively thereafter whenever any event described in Section 5.16(b)(viii)(D), Section 5.16(b)(viii)(E5.14(b)(viii)(G) or this Section 5.16(b)(viii)(F5.14(b)(viii)(I) shall occur. Notwithstanding the foregoing, . (b) If the Partnership may consummate desires to enter into a Partnership Event without making appropriate provision or other merger, consolidation or business combination that will result in holders of Common Units receiving exclusively cash consideration as a result thereof (a “Cash Event”), it shall use its commercially reasonable efforts to ensure that the holders parties to such Cash Event enter into documentation that provides that upon conversion of Series E Preferred Units receive a Series E Partnership Event Payment or Series E unit of the Survivor Preferred Security, as applicable, with respect to such Partnership Event if prior to such consummation the Partnership has received the prior written approval of the holders of a majority of the Outstanding Series E Preferred Units. (3) A Series E Partnership Event Change of Control Offer holder thereof shall be mailed entitled to each Series E Unitholder and shall describe the transaction or transactions that constitute the Partnership Event and state: i) that the Series E Partnership Event Change of Control Offer is being made pursuant to this Section 5.16(b)(viii)(F) and that the Partnership is making an offer to redeem all Series E Preferred Units receive, in lieu of such Unitholder cash, a unit or units of Survivor Common Equity (subject to the consummation of the Partnership Eventas hereinafter defined); ii) the amount of the Series E Partnership Event Payment and the redemption date, which . Each such Survivor Preferred Security shall be the date on which the Partnership Event is consummated or as soon thereafter as practicable initially (the “Series E Partnership Event Payment Date”); and iii) the amount per Common Unit that each Common Unitholder is receiving in connection with the Partnership Event. On the Series E Partnership Event Payment Date, the Partnership (or its successor) shall pay to each Unitholder of Series E Preferred Units that accepts the Series E Partnership Event Change of Control Offer an amount in cash equal to such holder’s applicable Series E Partnership Event Payment, and all of such holder’s rights and privileges under the Series E Preferred Units or as a Series E Unitholder shall be extinguished.is,

Other Extraordinary Transactions Affecting the Partnership. (1) Prior to the consummation of a Partnership Event, the Partnership shall, as promptly as practicable, but in any event no later than twelve (12) Business Days prior to the consummation of the Partnership Event, make an irrevocable written offer (a “Series E C Partnership Event Change of Control Offer”), subject to consummation of the Partnership Event, to each holder of Series E C Preferred Units to redeem all (but not less than all) of such holder’s Series E C Preferred Units for a price per Series E C Preferred Unit payable in cash equal to the greater of (x) the sum of the Series E C Issue Price and the Series E C Unpaid Cash Distributions and all accrued and unpaid interest thereon (determined in accordance with Section 5.16(b)(ii)(C)) and (y) an amount equal to the product of (1) the number of Common Units into which each Series E C Preferred Unit is convertible pursuant to Section 5.16(b)(viii5.12(b)(viii) on the day immediately prior to the date of the Series E C Partnership Event Change of Control Offer and (2) the sum of (A) the cash consideration per Common Unit to be paid to the holders of Common Units pursuant to the Partnership Event plus (B) the fair market value per Common Unit of the securities or other assets to be distributed to the holders of the Common Units pursuant to the Partnership Event (as applicable, the “Series E C Partnership Event Payment”). (2) Upon receipt by a Series E C Unitholder of a Series E C Partnership Event Change of Control Offer, such Series E C Unitholder may elect, by written notice received by the Partnership no later than five (5) Business Days after the receipt by such holder of a Series E C Partnership Event Change of Control Offer, to receive Series E C Survivor Preferred Securities (as defined below) pursuant to this Section 5.16(b)(viii)(F)(25.12(b)(viii)(G)(2) in lieu of a Series E C Partnership Event Payment. Upon receipt of such Series E C Unitholder’s election to receive Series E C Survivor Preferred Securities, the Partnership shall as promptly as practicable, but in any event prior to the consummation of any Partnership Event, make appropriate provision to ensure that such electing holders of Series E C Preferred Units receive in such Partnership Event a preferred security, issued by the Person surviving or resulting from such Partnership Event and containing provisions substantially equivalent to the provisions set forth in this Agreement with respect to the Series E C Preferred Units, including Section 5.16 5.12 and Section 7.3 hereof, without material abridgement, including, without limitation, the same powers, preferences, rights to distributions, rights to accumulation and compounding upon failure to pay distributions, and relative participating, optional or other special rights and the qualifications, limitations or restrictions thereon, that the Series E C Preferred Unit had immediately prior to such Partnership Event (the “Series E C Survivor Preferred Security”). The Series E C Conversion Rate in effect at the time of the effective date of such Partnership Event shall be proportionately adjusted so that the conversion of a unit of Series E C Survivor Preferred Security after such time shall entitle the holder to the number of securities or amount of cash or other assets which, if a Series E C Preferred Unit had been converted into Common Units immediately prior to such Partnership Event, such holder would have been entitled to receive immediately following such Partnership Event. Subsequent adjustments to the Series E C Conversion Rate of the Series E C Survivor Preferred Security shall be made successively thereafter whenever any event described in Section 5.16(b)(viii)(D5.12(b)(viii)(E), Section 5.16(b)(viii)(E5.12(b)(viii)(F) or this Section 5.16(b)(viii)(F5.12(b)(viii)(G) shall occur. Notwithstanding the foregoing, the Partnership may consummate a Partnership Event without making appropriate provision to ensure that the holders of Series E C Preferred Units receive a Series E C Partnership Event Payment or Series E C Survivor Preferred Security, as applicable, with respect to such Partnership Event if prior to such consummation the Partnership has received the prior written approval of the holders of a majority of the Outstanding Series E C Preferred Units. (3) A Series E C Partnership Event Change of Control Offer shall be mailed to each Series E C Unitholder and shall describe the transaction or transactions that constitute the Partnership Event and state: i) that the Series E C Partnership Event Change of Control Offer is being made pursuant to this Section 5.16(b)(viii)(F5.12(b)(viii)(F) and that the Partnership is making an offer to redeem all Series E C Preferred Units of such Unitholder (subject to the consummation of the Partnership Event); ii) the amount of the Series E C Partnership Event Payment and the redemption date, which shall be the date on which the Partnership Event is consummated or as soon thereafter as practicable (the “Series E C Partnership Event Payment Date”); and iii) the amount per Common Unit that each Common Unitholder is receiving in connection with the Partnership Event. On the Series E C Partnership Event Payment Date, the Partnership (or its successor) shall pay to each Unitholder of Series E C Preferred Units that accepts the Series E C Partnership Event Change of Control Offer an amount in cash equal to such holder’s applicable Series E C Partnership Event Payment, and all of such holder’s rights and privileges under the Series E C Preferred Units or as a Series E C Unitholder shall be extinguished.

Other Extraordinary Transactions Affecting the Partnership. (1) Prior to the consummation of a Partnership Event, the Partnership shall, as promptly as practicable, but in any event no later than twelve (12) Business Days prior to the consummation of the Partnership Event, make an irrevocable written offer (a “Series E D Partnership Event Change of Control Offer”), subject to consummation of the Partnership Event, to each holder of Series E D Preferred Units to redeem all (but not less than all) of such holder’s Series E D Preferred Units for a price per Series E D Preferred Unit payable in cash equal to the greater of (x) the sum of the Series E D Issue Price and the Series E D Unpaid Cash Distributions and all accrued and unpaid interest thereon (determined in accordance with Section 5.16(b)(ii)(C)) and (y) an amount equal to the product of (1) the number of Common Units into which each Series E D Preferred Unit is convertible pursuant to Section 5.16(b)(viii5.15(b)(viii) on the day immediately prior to the date of the Series E D Partnership Event Change of Control Offer and (2) the sum of (A) the cash consideration per Common Unit to be paid to the holders of Common Units pursuant to the Partnership Event plus (B) the fair market value per Common Unit of the securities or other assets to be distributed to the holders of the Common Units pursuant to the Partnership Event (as applicable, the “Series E D Partnership Event Payment”). (2) Upon receipt by a Series E D Unitholder of a Series E D Partnership Event Change of Control Offer, such Series E D Unitholder may elect, by written notice received by the Partnership no later than five (5) Business Days after the receipt by such holder of a Series E D Partnership Event Change of Control Offer, to receive Series E D Survivor Preferred Securities (as defined below) pursuant to this Section 5.16(b)(viii)(F)(25.15(b)(viii)(F)(2) in lieu of a Series E D Partnership Event Payment. Upon receipt of such Series E D Unitholder’s election to receive Series E D Survivor Preferred Securities, the Partnership shall as promptly as practicable, but in any event prior to the consummation of any Partnership Event, make appropriate provision to ensure that such electing holders of Series E D Preferred Units receive in such Partnership Event a preferred security, issued by the Person surviving or resulting from such Partnership Event and containing provisions substantially equivalent to the provisions set forth in this Agreement with respect to the Series E D Preferred Units, including Section 5.16 5.15 and Section 7.3 hereof, without material abridgement, including, without limitation, 119 the same powers, preferences, rights to distributions, rights to accumulation and compounding upon failure to pay distributions, and relative participating, optional or other special rights and the qualifications, limitations or restrictions thereon, that the Series E D Preferred Unit had immediately prior to such Partnership Event (the “Series E D Survivor Preferred Security”). The Series E D Conversion Rate in effect at the time of the effective date of such Partnership Event shall be proportionately adjusted so that the conversion of a unit of Series E D Survivor Preferred Security after such time shall entitle the holder to the number of securities or amount of cash or other assets which, if a Series E D Preferred Unit had been converted into Common Units immediately prior to such Partnership Event, such holder would have been entitled to receive immediately following such Partnership Event. Subsequent adjustments to the Series E D Conversion Rate of the Series E D Survivor Preferred Security shall be made successively thereafter whenever any event described in Section 5.16(b)(viii)(D5.15(b)(viii)(D), Section 5.16(b)(viii)(E5.15(b)(viii)(E) or this Section 5.16(b)(viii)(F5.15 (b)(viii)(F) shall occur. Notwithstanding the foregoing, the Partnership may consummate a Partnership Event without making appropriate provision to ensure that the holders of Series E D Preferred Units receive a Series E D Partnership Event Payment or Series E D Survivor Preferred Security, as applicable, with respect to such Partnership Event if prior to such consummation the Partnership has received the prior written approval of the holders of a majority of the Outstanding Series E D Preferred Units. (3) A Series E D Partnership Event Change of Control Offer shall be mailed to each Series E D Unitholder and shall describe the transaction or transactions that constitute the Partnership Event and state: i) that the Series E D Partnership Event Change of Control Offer is being made pursuant to this Section 5.16(b)(viii)(F5.15(b)(viii)(F) and that the Partnership is making an offer to redeem all Series E D Preferred Units of such Unitholder (subject to the consummation of the Partnership Event); ii) the amount of the Series E D Partnership Event Payment and the redemption date, which shall be the date on which the Partnership Event is consummated or as soon thereafter as practicable (the “Series E D Partnership Event Payment Date”); and iii) the amount per Common Unit that each Common Unitholder is receiving in connection with the Partnership Event. 120 On the Series E D Partnership Event Payment Date, the Partnership (or its successor) shall pay to each Unitholder of Series E D Preferred Units that accepts the Series E D Partnership Event Change of Control Offer an amount in cash equal to such holder’s applicable Series E D Partnership Event Payment, and all of such holder’s rights and privileges under the Series E D Preferred Units or as a Series E D Unitholder shall be extinguished.

Other Extraordinary Transactions Affecting the Partnership. (1) Prior to the consummation of a Partnership Event, the Partnership shall, as promptly as practicable, but in any event no later than twelve (12) Business Days prior to the consummation of the Partnership Event, make an irrevocable written offer (a “Series E C Partnership Event Change of Control Offer”), subject to consummation of the Partnership Event, to each holder of Series E C Preferred Units to redeem all (but not less than all) of such holder’s Series E C Preferred Units for a price per Series E C Preferred Unit payable in cash equal to the greater 101 of (x) the sum of the Series E C Issue Price and the Series E C Unpaid Cash Distributions and all accrued and unpaid interest thereon (determined in accordance with Section 5.16(b)(ii)(C)) and (y) an amount equal to the product of (1) the number of Common Units into which each Series E C Preferred Unit is convertible pursuant to Section 5.16(b)(viii5.14(b)(viii) on the day immediately prior to the date of the Series E C Partnership Event Change of Control Offer and (2) the sum of (A) the cash consideration per Common Unit to be paid to the holders of Common Units pursuant to the Partnership Event plus (B) the fair market value per Common Unit of the securities or other assets to be distributed to the holders of the Common Units pursuant to the Partnership Event (as applicable, the “Series E C Partnership Event Payment”). (2) Upon receipt by a Series E C Unitholder of a Series E C Partnership Event Change of Control Offer, such Series E C Unitholder may elect, by written notice received by the Partnership no later than five (5) Business Days after the receipt by such holder of a Series E C Partnership Event Change of Control Offer, to receive Series E C Survivor Preferred Securities (as defined below) pursuant to this Section 5.16(b)(viii)(F)(25.14(b)(viii)(G)(2) in lieu of a Series E C Partnership Event Payment. Upon receipt of such Series E C Unitholder’s election to receive Series E C Survivor Preferred Securities, the Partnership shall as promptly as practicable, but in any event prior to the consummation of any Partnership Event, make appropriate provision to ensure that such electing holders of Series E C Preferred Units receive in such Partnership Event a preferred security, issued by the Person surviving or resulting from such Partnership Event and containing provisions substantially equivalent to the provisions set forth in this Agreement with respect to the Series E C Preferred Units, including Section 5.16 5.14 and Section 7.3 hereof, without material abridgement, including, without limitation, the same powers, preferences, rights to distributions, rights to accumulation and compounding upon failure to pay distributions, and relative participating, optional or other special rights and the qualifications, limitations or restrictions thereon, that the Series E C Preferred Unit had immediately prior to such Partnership Event (the “Series E C Survivor Preferred Security”). The Series E C Conversion Rate in effect at the time of the effective date of such Partnership Event shall be proportionately adjusted so that the conversion of a unit of Series E C Survivor Preferred Security after such time shall entitle the holder to the number of securities or amount of cash or other assets which, if a Series E C Preferred Unit had been converted into Common Units immediately prior to such Partnership Event, such holder would have been entitled to receive immediately following such Partnership Event. Subsequent adjustments to the Series E C Conversion Rate of the Series E C Survivor Preferred Security shall be made successively thereafter whenever any event described in Section 5.16(b)(viii)(D5.14(b)(viii)(E), Section 5.16(b)(viii)(E5.14(b)(viii)(F) or this Section 5.16(b)(viii)(F5.14(b)(viii)(G) shall occur. Notwithstanding the foregoing, the Partnership may consummate a 102 Partnership Event without making appropriate provision to ensure that the holders of Series E C Preferred Units receive a Series E C Partnership Event Payment or Series E C Survivor Preferred Security, as applicable, with respect to such Partnership Event if prior to such consummation the Partnership has received the prior written approval of the holders of a majority of the Outstanding Series E C Preferred Units. (3) A Series E C Partnership Event Change of Control Offer shall be mailed to each Series E C Unitholder and shall describe the transaction or transactions that constitute the Partnership Event and state: i) that the Series E C Partnership Event Change of Control Offer is being made pursuant to this Section 5.16(b)(viii)(F5.14(b)(viii)(F) and that the Partnership is making an offer to redeem all Series E C Preferred Units of such Unitholder (subject to the consummation of the Partnership Event); ii) the amount of the Series E C Partnership Event Payment and the redemption date, which shall be the date on which the Partnership Event is consummated or as soon thereafter as practicable (the “Series E C Partnership Event Payment Date”); and iii) the amount per Common Unit that each Common Unitholder is receiving in connection with the Partnership Event. On the Series E C Partnership Event Payment Date, the Partnership (or its successor) shall pay to each Unitholder of Series E C Preferred Units that accepts the Series E C Partnership Event Change of Control Offer an amount in cash equal to such holder’s applicable Series E C Partnership Event Payment, and all of such holder’s rights and privileges under the Series E C Preferred Units or as a Series E C Unitholder shall be extinguished.

Other Extraordinary Transactions Affecting the Partnership. (1) Prior to the consummation of any recapitalization, reorganization, consolidation, merger, spin-off or other business combination (not otherwise addressed in Section 5.11(b)(viii)(D) above) in which the holders of Common Units are to receive securities, cash or other assets (a “Partnership Event”), the Partnership shall, as promptly as practicable, but in any event no later than twelve (12) Business Days prior to the consummation of the Partnership Event, make an irrevocable written offer (a “Series E A Partnership Event Change of Control Offer”), subject to consummation of the Partnership Event, to each holder of Series E A Preferred Units to redeem all (but not less than all) of such holder’s Series E A Preferred Units for a price per Series E A Preferred Unit payable in cash equal to the greater of (x) the sum of the Series E Issue Price and the A Liquidation Value for each Series E Unpaid Distributions and all accrued and unpaid interest thereon (determined in accordance with Section 5.16(b)(ii)(C)) A Preferred Unit and (y) an amount equal to the product of (1) the number of Common Units into which each Series E A Preferred Unit is convertible pursuant to Section 5.16(b)(viii5.11(b)(viii) on the day immediately prior to the date of the Series E A Partnership Event Change of Control Offer and (2) the sum of (A) the cash consideration per Common Unit to be paid to the holders of Common Units pursuant to the Partnership Event plus (B) the fair market value per Common Unit of the securities or other assets to be distributed to the holders of the Common Units pursuant to the Partnership Event (as applicable, the “Series E A Partnership Event Payment”). (2) Upon receipt by a Series E A Unitholder of a Series E A Partnership Event Change of Control Offer, such Series E A Unitholder may elect, by written notice received by the Partnership no later than five (5) Business Days after the receipt by such holder of a Series E A Partnership Event Change of Control Offer, to receive Series E A Survivor Preferred Securities (as defined below) pursuant to this Section 5.16(b)(viii)(F)(25.11(b)(viii)(F)(2) in lieu of a Series E A Partnership Event Payment. Upon receipt of such Series E A Unitholder’s election to receive Series E A Survivor Preferred Securities, the Partnership shall as promptly as practicable, but in any event prior to the consummation of any Partnership Event, make appropriate provision to ensure that such electing holders of Series E A Preferred Units receive in such Partnership Event a preferred security, issued by the Person surviving or resulting from such Partnership Event and containing provisions substantially equivalent to the provisions set forth in this Agreement with respect to the Series E A Preferred Units, including Section 5.16 5.11 and Section 7.3 hereof, without material abridgement, including, without limitation, the same powers, preferences, rights to distributions, rights to accumulation and compounding upon failure to pay distributions, and relative participating, optional or other special rights and the qualifications, limitations or restrictions thereon, that the Series E A Preferred Unit had immediately prior to such Partnership Event (the “Series E Survivor Preferred Security”). The Series E Conversion Rate in effect at the time of the effective date of such Partnership Event shall be proportionately adjusted so that the conversion of a unit of Series E Survivor Preferred Security after such time shall entitle the holder to the number of securities or amount of cash or other assets which, if a Series E Preferred Unit had been converted into Common Units immediately prior to such Partnership Event, such holder would have been entitled to receive immediately following such Partnership Event. Subsequent adjustments to the Series E Conversion Rate of the Series E Survivor Preferred Security shall be made successively thereafter whenever any event described in Section 5.16(b)(viii)(D), Section 5.16(b)(viii)(E) or this Section 5.16(b)(viii)(F) shall occur. Notwithstanding the foregoing, the Partnership may consummate a Partnership Event without making appropriate provision to ensure that the holders of Series E Preferred Units receive a Series E Partnership Event Payment or Series E Survivor Preferred Security, as applicable, with respect to such Partnership Event if prior to such consummation the Partnership has received the prior written approval of the holders of a majority of the Outstanding Series E Preferred Units. (3) A Series E Partnership Event Change of Control Offer shall be mailed to each Series E Unitholder and shall describe the transaction or transactions that constitute the Partnership Event and state: i) that the Series E Partnership Event Change of Control Offer is being made pursuant to this Section 5.16(b)(viii)(F) and that the Partnership is making an offer to redeem all Series E Preferred Units of such Unitholder (subject to the consummation of the Partnership Event); ii) the amount of the Series E Partnership Event Payment and the redemption date, which shall be the date on which the Partnership Event is consummated or as soon thereafter as practicable (the “Series E Partnership Event Payment Date”); and iii) the amount per Common Unit that each Common Unitholder is receiving in connection with the Partnership Event. On the Series E Partnership Event Payment Date, the Partnership (or its successor) shall pay to each Unitholder of Series E Preferred Units that accepts the Series E Partnership Event Change of Control Offer an amount in cash equal to such holder’s applicable Series E Partnership Event Payment, and all of such holder’s rights and privileges under the Series E Preferred Units or as a Series E Unitholder shall be extinguished.the

Other Extraordinary Transactions Affecting the Partnership. (1) Prior to the consummation of a Partnership Event, the Partnership shall, as promptly as practicable, but in any event no later than twelve (12) Business Days prior to the consummation of the Partnership Event, make an irrevocable written offer (a “Series E Partnership Event Change of Control Offer”), subject to consummation of the Partnership Event, to each holder of Series E Preferred Units to redeem all (but not less than all) of such holder’s Series E Preferred Units for a price per Series E Preferred Unit payable in cash equal to the greater of (x) the sum of the Series E Issue Price and the Series E Unpaid Distributions and all accrued and unpaid interest thereon (determined in accordance with Section 5.16(b)(ii)(C)) and (y) an amount equal to the product of (1) the number of Common Units into which each Series E Preferred Unit is convertible pursuant to Section 5.16(b)(viii) on the day immediately prior to the date of the Series E Partnership Event Change of Control Offer and (2) the sum of (A) the cash consideration per Common Unit to be paid to the holders of Common Units pursuant to the Partnership Event plus (B) the fair market value per Common Unit of the securities or other assets to be distributed to the holders of the Common Units pursuant to the Partnership Event (as applicable, the “Series E Partnership Event Payment”). (2) Upon receipt by a Series E Unitholder of a Series E Partnership Event Change of Control Offer, such Series E Unitholder may elect, by written notice received by the Partnership no later than five (5) Business Days after the receipt by such holder of a Series E Partnership Event Change of Control Offer, to receive Series E Survivor Preferred Securities (as defined below) pursuant to this Section 5.16(b)(viii)(F)(2) in lieu of a Series E Partnership Event Payment. Upon receipt of such Series E Unitholder’s election to receive Series E Survivor Preferred Securities, the Partnership shall as promptly as practicable, but in any event prior to the consummation of any Partnership Event, make appropriate provision to ensure that such electing holders of Series E Preferred Units receive in such Partnership Event a preferred security, issued by the Person surviving or resulting from such Partnership Event and containing provisions substantially equivalent to the provisions set forth in this Agreement with respect to the Series E Preferred Units, including Section 5.16 and Section 7.3 hereof, without material abridgement, including, without limitation, the same powers, preferences, rights to distributions, rights to accumulation and compounding upon failure to pay distributions, and relative participating, optional or other special rights and the qualifications, limitations or restrictions thereon, that the Series E Preferred Unit had immediately prior to such Partnership Event (the “Series E Survivor Preferred Security”). The Series E Conversion Rate in effect at the time of the effective date of such Partnership Event shall be proportionately adjusted so that the conversion of a unit of Series E Survivor Preferred Security after such time shall entitle the holder to the number of securities or amount of cash or other assets which, if a Series E Preferred Unit had been converted into Common Units immediately prior to such Partnership Event, such holder would have been entitled to receive immediately following such Partnership Event. Subsequent adjustments to the Series E Conversion Rate of the Series E Survivor Preferred Security shall be made successively thereafter whenever any event described in Section 5.16(b)(viii)(D), Section 5.16(b)(viii)(E) or this Section 5.16(b)(viii)(F) shall occur. Notwithstanding the foregoing, the Partnership may consummate a Partnership Event without making appropriate provision to ensure that the holders of Series E Preferred Units receive a Series E Partnership Event Payment or Series E Survivor Preferred Security, as applicable, with respect to such Partnership Event if prior to such consummation the Partnership has received the prior written approval of the holders of a majority of the Outstanding Series E Preferred Units. (3) A Series E Partnership Event Change of Control Offer shall be mailed to each Series E Unitholder and shall describe the transaction or transactions that constitute the Partnership Event and state: i) that the Series E Partnership Event Change of Control Offer is being made pursuant to this Section 5.16(b)(viii)(F) and that the Partnership is making an offer to redeem all Series E Preferred Units of such Unitholder (subject to the consummation of the Partnership Event); ii) the amount of the Series E Partnership Event Payment and the redemption date, which shall be the date on which the Partnership Event is consummated or as soon thereafter as practicable (the “Series E Partnership Event Payment Date”); and and iii) the amount per Common Unit that each Common Unitholder is receiving in connection with the Partnership Event. On the Series E Partnership Event Payment Date, the Partnership (or its successor) shall pay to each Unitholder of Series E Preferred Units that accepts the Series E Partnership Event Change of Control Offer an amount in cash equal to such holder’s applicable Series E Partnership Event Payment, and all of such holder’s rights and privileges under the Series E Preferred Units or as a Series E Unitholder shall be extinguished.

Other Extraordinary Transactions Affecting the Partnership. (1) Prior to the consummation of a Partnership Event, the Partnership shall, as promptly as practicable, but in any event no later than twelve (12) Business Days prior to the consummation of the Partnership Event, make an irrevocable written offer (a “Series E D Partnership Event Change of Control Offer”), subject to consummation of the Partnership Event, to each holder of Series E D Preferred Units to redeem all (but not less than all) of such holder’s Series E D Preferred Units for a price per Series E D Preferred Unit payable in cash equal to the greater of (x) the sum of the Series E D Issue Price and the Series E D Unpaid Cash Distributions and all accrued and unpaid interest thereon (determined in accordance with Section 5.16(b)(ii)(C)) and (y) an amount equal to the product of (1) the number of Common Units into which each Series E D Preferred Unit is convertible pursuant to Section 5.16(b)(viii5.15(b)(viii) on the day immediately prior to the date of the Series E D Partnership Event Change of Control Offer and (2) the sum of (A) the cash consideration per Common Unit to be paid to the holders of Common Units pursuant to the Partnership Event plus (B) the fair market value per Common Unit of the securities or other assets to be distributed to the holders of the Common Units pursuant to the Partnership Event (as applicable, the “Series E D Partnership Event Payment”). (2) Upon receipt by a Series E D Unitholder of a Series E D Partnership Event Change of Control Offer, such Series E D Unitholder may elect, by written notice received by the Partnership no later than five (5) Business Days after the receipt by such holder of a Series E D Partnership Event Change of Control Offer, to receive Series E D Survivor Preferred Securities (as defined below) pursuant to this Section 5.16(b)(viii)(F)(25.15(b)(viii)(F)(2) in lieu of a Series E D Partnership Event Payment. Upon receipt of such Series E D Unitholder’s election to receive Series E D Survivor Preferred Securities, the Partnership shall as promptly as practicable, but in any event prior to the consummation of any Partnership Event, make appropriate provision to ensure that such electing holders of Series E D Preferred Units receive in such Partnership Event a preferred security, issued by the Person surviving or resulting from such Partnership Event and containing provisions substantially equivalent to the provisions set forth in this Agreement with respect to the Series E D Preferred Units, including Section 5.16 5.15 and Section 7.3 hereof, without material abridgement, including, without limitation, the same powers, preferences, rights to distributions, rights to accumulation and compounding upon failure to pay distributions, and relative participating, optional or other special rights and the qualifications, limitations or restrictions thereon, that the Series E D Preferred Unit had immediately prior to such Partnership Event (the “Series E D Survivor Preferred Security”). The Series E D Conversion Rate in effect at the time of the effective date of such Partnership Event shall be proportionately adjusted so that the conversion of a unit of Series E D Survivor Preferred Security after such time shall entitle the holder to the number of securities or amount of cash or other assets which, if a Series E D Preferred Unit had been converted into Common Units immediately prior to such Partnership Event, such holder would have been entitled to receive immediately following such Partnership Event. Subsequent adjustments to the Series E D Conversion Rate of the Series E D Survivor Preferred Security shall be made successively thereafter whenever any event described in Section 5.16(b)(viii)(D5.15(b)(viii)(D), Section 5.16(b)(viii)(E5.15(b)(viii)(E) or this Section 5.16(b)(viii)(F5.15 (b)(viii)(F) shall occur. Notwithstanding the foregoing, the Partnership may consummate a Partnership Event without making appropriate provision to ensure that the holders of Series E D Preferred Units receive a Series E D Partnership Event Payment or Series E D Survivor Preferred Security, as applicable, with respect to such Partnership Event if prior to such consummation the Partnership has received the prior written approval of the holders of a majority of the Outstanding Series E D Preferred Units. (3) A Series E D Partnership Event Change of Control Offer shall be mailed to each Series E D Unitholder and shall describe the transaction or transactions that constitute the Partnership Event and state: i) that the Series E D Partnership Event Change of Control Offer is being made pursuant to this Section 5.16(b)(viii)(F5.15(b)(viii)(F) and that the Partnership is making an offer to redeem all Series E D Preferred Units of such Unitholder (subject to the consummation of the Partnership Event); ii) the amount of the Series E D Partnership Event Payment and the redemption date, which shall be the date on which the Partnership Event is consummated or as soon thereafter as practicable (the “Series E D Partnership Event Payment Date”); and iii) the amount per Common Unit that each Common Unitholder is receiving in connection with the Partnership Event. On the Series E D Partnership Event Payment Date, the Partnership (or its successor) shall pay to each Unitholder of Series E D Preferred Units that accepts the Series E D Partnership Event Change of Control Offer an amount in cash equal to such holder’s applicable Series E D Partnership Event Payment, and all of such holder’s rights and privileges under the Series E D Preferred Units or as a Series E D Unitholder shall be extinguished.

Other Extraordinary Transactions Affecting the Partnership. (1) Prior to the consummation of a Partnership Event, the Partnership shall, as promptly as practicable, but in any event no later than twelve (12) Business Days prior to the consummation of the Partnership Event, make an irrevocable written offer (a “Series E Partnership Event Change of Control Offer”), subject to consummation of the Partnership Event, to each holder of Series E Preferred Units to redeem all (but not less than all) of such holder’s Series E Preferred Units for a price per Series E Preferred Unit payable in cash equal to the greater of (x) the sum of the Series E Issue Price and the Series E Unpaid Distributions and all accrued and unpaid interest thereon (determined in accordance with Section 5.16(b)(ii)(C5.13(b)(ii)(C)) and (y) an amount equal to the product of (1) the number of Common Units into which each Series E Preferred Unit is convertible pursuant to Section 5.16(b)(viii5.13(b)(viii) on the day immediately prior to the date of the Series E Partnership Event Change of Control Offer and (2) the sum of (A) the cash consideration per Common Unit to be paid to the holders of Common Units pursuant to the Partnership Event plus (B) the fair market value per Common Unit of the securities or other assets to be distributed to the holders of the Common Units pursuant to the Partnership Event (as applicable, the “Series E Partnership Event Payment”). (2) Upon receipt by a Series E Unitholder of a Series E Partnership Event Change of Control Offer, such Series E Unitholder may elect, by written notice received by the Partnership no later than five (5) Business Days after the receipt by such holder of a Series E Partnership Event Change of Control Offer, to receive Series E Survivor Preferred Securities (as defined below) pursuant to this Section 5.16(b)(viii)(F)(25.13(b)(viii)(F)(2) in lieu of a Series E Partnership Event Payment. Upon receipt of such Series E Unitholder’s election to receive Series E Survivor Preferred Securities, the Partnership shall as promptly as practicable, but in any event prior to the consummation of any Partnership Event, make appropriate provision to ensure that such electing holders of Series E Preferred Units receive in such Partnership Event a preferred security, issued by the Person surviving or resulting from such Partnership Event and containing provisions substantially equivalent to the provisions set forth in this Agreement with respect to the Series E Preferred Units, including Section 5.16 5.13 and Section 7.3 hereof, without material abridgement, including, without limitation, the same powers, preferences, rights to distributions, rights to accumulation and compounding upon failure to pay distributions, and relative participating, optional or other special rights and the qualifications, limitations or restrictions thereon, that the Series E Preferred Unit had immediately prior to such Partnership Event (the “Series E Survivor Preferred Security”). The Series E Conversion Rate in effect at the time of the effective date of such Partnership Event shall be proportionately adjusted so that the conversion of a unit of Series E Survivor Preferred Security after such time shall entitle the holder to the number of securities or amount of cash or other assets which, if a Series E Preferred Unit had been converted into Common Units immediately prior to such Partnership Event, such holder would have been entitled to receive immediately following such Partnership Event. Subsequent adjustments to the Series E Conversion Rate of the Series E Survivor Preferred Security shall be made successively thereafter whenever any event described in Section 5.16(b)(viii)(D5.13(b)(viii)(D), Section 5.16(b)(viii)(E5.13(b)(viii)(E) or this Section 5.16(b)(viii)(F5.13(b)(viii)(F) shall occur. Notwithstanding the foregoing, the Partnership may consummate a Partnership Event without making appropriate provision to ensure that the holders of Series E Preferred Units receive a Series E Partnership Event Payment or Series E Survivor Preferred Security, as applicable, with respect to such Partnership Event if prior to such consummation the Partnership has received the prior written approval of the holders of a majority of the Outstanding Series E Preferred Units. (3) A Series E Partnership Event Change of Control Offer shall be mailed to each Series E Unitholder and shall describe the transaction or transactions that constitute the Partnership Event and state: i) that the Series E Partnership Event Change of Control Offer is being made pursuant to this Section 5.16(b)(viii)(F5.13(b)(viii)(F) and that the Partnership is making an offer to redeem all Series E Preferred Units of such Unitholder (subject to the consummation of the Partnership Event); ii) the amount of the Series E Partnership Event Payment and the redemption date, which shall be the date on which the Partnership Event is consummated or as soon thereafter as practicable (the “Series E Partnership Event Payment Date”); and iii) the amount per Common Unit that each Common Unitholder is receiving in connection with the Partnership Event. On the Series E Partnership Event Payment Date, the Partnership (or its successor) shall pay to each Unitholder of Series E Preferred Units that accepts the Series E Partnership Event Change of Control Offer an amount in cash equal to such holder’s applicable Series E Partnership Event Payment, and all of such holder’s rights and privileges under the Series E Preferred Units or as a Series E Unitholder shall be extinguished.

Other Extraordinary Transactions Affecting the Partnership. (1) a. Prior to the consummation of a Partnership Eventany recapitalization, the Partnership shallreorganization, as promptly as practicableconsolidation, but merger, spin-off or other business combination (not otherwise addressed in any event no later than twelve (12Section 5.15(viii)(F) Business Days prior to the consummation of the Partnership Event, make an irrevocable written offer (a “Series E Partnership Event Change of Control Offer”), subject to consummation of the Partnership Event, to each holder of Series E Preferred Units to redeem all (but not less than allabove) of such holder’s Series E Preferred Units for a price per Series E Preferred Unit payable in cash equal to the greater of (x) the sum of the Series E Issue Price and the Series E Unpaid Distributions and all accrued and unpaid interest thereon (determined in accordance with Section 5.16(b)(ii)(C)) and (y) an amount equal to the product of (1) the number of Common Units into which each Series E Preferred Unit is convertible pursuant to Section 5.16(b)(viii) on the day immediately prior to the date of the Series E Partnership Event Change of Control Offer and (2) the sum of (A) the cash consideration per Common Unit to be paid to the holders of Common Units pursuant are to the Partnership Event plus (B) the fair market value per Common Unit of the securities receive securities, cash or other assets to be distributed to the holders of the Common Units pursuant to the (a “Partnership Event (as applicable, the “Series E Partnership Event PaymentEvent”). (2) Upon receipt by a Series E Unitholder of a Series E Partnership Event Change of Control Offer, such Series E Unitholder may elect, by written notice received by the Partnership no later than five (5) Business Days after the receipt by such holder of a Series E Partnership Event Change of Control Offer, to receive Series E Survivor Preferred Securities (as defined below) pursuant to this Section 5.16(b)(viii)(F)(2) in lieu of a Series E Partnership Event Payment. Upon receipt of such Series E Unitholder’s election to receive Series E Survivor Preferred Securities, the Partnership shall as promptly as practicable, but in any event prior to the consummation of any Partnership Event, make appropriate provision to ensure insure that such electing the holders of Series E A Preferred Units receive in such Partnership Event a preferred security, issued by the Person surviving or resulting from such Partnership Event and containing provisions substantially equivalent to the provisions set forth in this Agreement with respect to the Series E Preferred Units, including Section 5.16 and Section 7.3 hereof, 5.15 without material abridgement, including, without limitation, the same powers, preferences, rights to distributions, rights to accumulation and compounding upon failure to pay distributions, and relative participating, optional or other special rights and the qualifications, limitations or restrictions thereon, that the Series E A Preferred Unit had immediately prior to such Partnership Event (the “Series E Survivor Preferred Security”). The Series E A Conversion Rate Price in effect at the time of the effective date of such Partnership Event shall be proportionately adjusted so that the conversion of a unit of Series E Survivor Preferred Security after such time shall entitle the holder to the number of securities or amount of cash or other assets which, if a Series E A Preferred Unit had been converted into Common Units immediately prior to such Partnership Event, such holder would have been entitled to receive immediately following such Partnership Event. Subsequent adjustments to the Series E Conversion Rate Price of the Series E Survivor Preferred Security shall be made successively thereafter whenever any event described in Section 5.16(b)(viii)(D5.15(viii)(F), Section 5.16(b)(viii)(E5.15(viii)(G) or this Section 5.16(b)(viii)(F5.15(viii)(H) shall occur. Notwithstanding the foregoing, the Partnership may consummate a Partnership Event without making appropriate provision to ensure insure that the holders of Series E A Preferred Units receive a Series E Partnership Event Payment or Series E Survivor Preferred Security, as applicable, with respect to Security in such Partnership Event if prior to such consummation the Partnership has received with the prior written approval of the holders of a majority of the Outstanding Series E A Preferred Units. (3) A Series E Partnership Event Change of Control Offer shall be mailed to each Series E Unitholder and shall describe the transaction or transactions that constitute the Partnership Event and state: i) that the Series E Partnership Event Change of Control Offer is being made pursuant to this Section 5.16(b)(viii)(F) and that the Partnership is making an offer to redeem all Series E Preferred Units of such Unitholder (subject to the consummation of the Partnership Event); ii) the amount of the Series E Partnership Event Payment and the redemption date, which shall be the date on which the Partnership Event is consummated or as soon thereafter as practicable (the “Series E Partnership Event Payment Date”); and iii) the amount per Common Unit that each Common Unitholder is receiving in connection with the Partnership Event. On the Series E Partnership Event Payment Date, the Partnership (or its successor) shall pay to each Unitholder of Series E Preferred Units that accepts the Series E Partnership Event Change of Control Offer an amount in cash equal to such holder’s applicable Series E Partnership Event Payment, and all of such holder’s rights and privileges under the Series E Preferred Units or as a Series E Unitholder shall be extinguished.

Other Extraordinary Transactions Affecting the Partnership. (1) a. Prior to the consummation of a Partnership Eventany recapitalization, the Partnership shallreorganization, as promptly as practicableconsolidation, but merger, spin-off or other business combination (not otherwise addressed in any event no later than twelve (12Section 5.12(b)(viii)(F) Business Days prior to the consummation of the Partnership Event, make an irrevocable written offer (a “Series E Partnership Event Change of Control Offer”), subject to consummation of the Partnership Event, to each holder of Series E Preferred Units to redeem all (but not less than allabove) of such holder’s Series E Preferred Units for a price per Series E Preferred Unit payable in cash equal to the greater of (x) the sum of the Series E Issue Price and the Series E Unpaid Distributions and all accrued and unpaid interest thereon (determined in accordance with Section 5.16(b)(ii)(C)) and (y) an amount equal to the product of (1) the number of Common Units into which each Series E Preferred Unit is convertible pursuant to Section 5.16(b)(viii) on the day immediately prior to the date of the Series E Partnership Event Change of Control Offer and (2) the sum of (A) the cash consideration per Common Unit to be paid to the holders of Common Units pursuant are to the Partnership Event plus (B) the fair market value per Common Unit of the securities receive securities, cash or other assets to be distributed to the holders of the Common Units pursuant to the (a “Partnership Event (as applicable, the “Series E Partnership Event PaymentEvent”). (2) Upon receipt by a Series E Unitholder of a Series E Partnership Event Change of Control Offer, such Series E Unitholder may elect, by written notice received by the Partnership no later than five (5) Business Days after the receipt by such holder of a Series E Partnership Event Change of Control Offer, to receive Series E Survivor Preferred Securities (as defined below) pursuant to this Section 5.16(b)(viii)(F)(2) in lieu of a Series E Partnership Event Payment. Upon receipt of such Series E Unitholder’s election to receive Series E Survivor Preferred Securities, the Partnership shall as promptly as practicable, but in any event prior to the consummation of any Partnership Event, make appropriate provision to ensure insure that such electing the holders of Series E A Preferred Units receive in such Partnership Event a preferred security, issued by the Person surviving or resulting from such Partnership Event and containing provisions substantially equivalent to the provisions set forth in this Agreement with respect to the Series E A Preferred Units, including Section 5.16 5.12 and Section 7.3 hereof, without material abridgement, including, without limitation, the same powers, preferences, rights to distributions, rights to accumulation and compounding upon failure to pay distributions, and relative participating, optional or other special rights and the qualifications, limitations or restrictions thereon, that the Series E A Preferred Unit had immediately prior to such Partnership Event (the “Series E Survivor Preferred Security”). The Series E A Conversion Rate in effect at the time of the effective date of such Partnership Event shall be proportionately adjusted so that the conversion of a unit of Series E Survivor Preferred Security after such time shall entitle the holder to the number of securities or amount of cash or other assets which, if a Series E A Preferred Unit had been converted into Common Units immediately prior to such Partnership Event, such holder would have been entitled to receive immediately following such Partnership Event. Subsequent adjustments to the Series E Conversion Rate Price of the Series E Survivor Preferred Security shall be made successively thereafter whenever any event described in Section 5.16(b)(viii)(D5.12(b)(viii)(F), Section 5.16(b)(viii)(E5.12(b)(viii)(G) or this Section 5.16(b)(viii)(F5.12(b)(viii)(H) shall occur. Notwithstanding the foregoing, the Partnership may consummate a Partnership Event without making appropriate provision to ensure that the holders of Series E A Preferred Units receive a Series E Partnership Event Payment or Series E Survivor Preferred Security, as applicable, with respect to Security in such Partnership Event if prior to such consummation the Partnership has received with the prior written approval of the holders of a majority of the Outstanding Series E A Preferred Units. b. In the event that the Partnership, after using commercially reasonable efforts, determines it is unable to cause the foregoing Section 5.12(b)(viii)(H)(a) to occur, then the Partnership shall, as promptly as practicable following such determination, but in any event no later than ten (310) Business Days prior to the consummation of the Partnership Event, make an irrevocable written offer (a “Partnership Event Change of Control Offer”) to each holder of Series A Preferred Units to redeem all (but not less than all) of such holder’s Series E A Preferred Units for a price per unit in cash equal to the greater of (x) the Series A Liquidation Value for each Series A Preferred Unit or (y) an amount equal to the product of (1) the number of Common Units into which each Series A Preferred Unit is convertible pursuant to Section 5.12(b)(viii) on the day immediately prior to the date of the Partnership Event Change of Control Offer and (2) the sum of (A) cash consideration per Common Unit to be paid to the holders of Common Units pursuant to the Partnership Event plus (B) the fair market value in cash per Common Unit of the securities or other assets to be distributed to the holders of the Common Units in the Partnership Event (as applicable, the “Partnership Event Payment”). c. The Partnership Event Change of Control Offer shall be mailed to each Series E Unitholder holder and shall describe the transaction or transactions that constitute the Partnership Event and state: i) i. that the Series E Partnership Event Change of Control Offer is being made pursuant to this Section 5.16(b)(viii)(F5.12(b)(viii)(H) and that the Partnership is making an offer to redeem all Series E A Preferred Units of such Unitholder holder (subject to the consummation of the Partnership Event); ii) . the amount of the Series E Partnership Event Payment and the redemption date, which shall be the date on which the Partnership Event is consummated or as soon thereafter as practicable (the “Series E Partnership Event Payment Date”); and iii) . the amount per Common Unit unit that each Common Unitholder Unit holder is receiving in connection with the Partnership Event. On the Series E Partnership Event Payment Date, the Partnership (or its successor) shall pay to each Unitholder holder of Series E A Preferred Units that accepts the Series E Partnership Event Change of Control Offer an amount in cash equal to such holder’s applicable Series E Partnership Event Payment, and all of such holder’s rights and privileges under the Series E A Preferred Units or as a Series E Unitholder shall be extinguished.

Other Extraordinary Transactions Affecting the Partnership. (1a) Prior to the consummation of a Partnership Eventany recapitalization, the Partnership shallreorganization, as promptly as practicableconsolidation, but merger, spin-off or other business combination (not otherwise addressed in any event no later than twelve (12Section 5.14(b)(viii)(G) Business Days prior to the consummation of the Partnership Event, make an irrevocable written offer (a “Series E Partnership Event Change of Control Offer”), subject to consummation of the Partnership Event, to each holder of Series E Preferred Units to redeem all (but not less than allabove) of such holder’s Series E Preferred Units for a price per Series E Preferred Unit payable in cash equal to the greater of (x) the sum of the Series E Issue Price and the Series E Unpaid Distributions and all accrued and unpaid interest thereon (determined in accordance with Section 5.16(b)(ii)(C)) and (y) an amount equal to the product of (1) the number of Common Units into which each Series E Preferred Unit is convertible pursuant to Section 5.16(b)(viii) on the day immediately prior to the date of the Series E Partnership Event Change of Control Offer and (2) the sum of (A) the cash consideration per Common Unit to be paid to the holders of Common Units pursuant are to the Partnership Event plus (B) the fair market value per Common Unit of the securities receive securities, cash or other assets to be distributed to the holders of the Common Units pursuant to the (a “Partnership Event (as applicable, the “Series E Partnership Event PaymentEvent”). (2) Upon receipt by a Series E Unitholder of a Series E Partnership Event Change of Control Offer, such Series E Unitholder may elect, by written notice received by the Partnership no later than five (5) Business Days after the receipt by such holder of a Series E Partnership Event Change of Control Offer, to receive Series E Survivor Preferred Securities (as defined below) pursuant to this Section 5.16(b)(viii)(F)(2) in lieu of a Series E Partnership Event Payment. Upon receipt of such Series E Unitholder’s election to receive Series E Survivor Preferred Securities, the Partnership shall as promptly as practicable, but in any event prior to the consummation of any Partnership Event, make appropriate provision to ensure insure that such electing the holders of Series E A Preferred Units receive in such Partnership Event a preferred security, issued by the Person surviving or resulting from such Partnership Event and containing provisions substantially equivalent to the provisions set forth in this Agreement with respect to the Series E Preferred Units, including Section 5.16 and Section 7.3 hereof, 5.14 without material abridgement, abridgement including, without limitation, the same powers, preferences, rights to distributions, rights to accumulation and compounding upon failure to pay distributions, and relative participating, optional or other special rights and the qualifications, limitations or restrictions thereon, that the Series E A Preferred Unit had immediately prior to such Partnership Event (the “Series E Survivor Preferred Security”). The Series E A Conversion Rate Price in effect at the time of the effective date of such Partnership Event shall be proportionately adjusted so that the conversion of a unit of Series E Survivor Preferred Security after such time shall entitle the holder to the number of securities or amount of cash or other assets which, if a Series E A Preferred Unit had been converted into Common Units immediately prior to such Partnership Event, such holder would have been entitled to receive immediately following such Partnership Event. Subsequent adjustments to the Series E Conversion Rate Price of the Series E Survivor Preferred Security shall be made successively thereafter whenever any event described in Section 5.16(b)(viii)(D), Section 5.16(b)(viii)(E5.14(b)(viii)(G) or this Section 5.16(b)(viii)(F5.14(b)(viii)(I) shall occur. Notwithstanding the foregoing, . (b) If the Partnership may consummate desires to enter into a Partnership Event without making appropriate provision or other merger, consolidation or business combination that will result in holders of Common Units receiving exclusively cash consideration as a result thereof (a “Cash Event”), it shall use its commercially reasonable efforts to ensure that the holders parties to such Cash Event enter into documentation that provides that upon conversion of Series E Preferred Units receive a Series E Partnership Event Payment or Series E unit of the Survivor Preferred Security, the holder thereof shall be entitled to receive, in lieu of such cash, a unit or units of Survivor Common Equity (as applicablehereinafter defined). Each such Survivor Preferred Security shall initially (that is, with respect immediately after the effective time of the Cash Event) entitle the holder to convert such Partnership Event if Survivor Preferred Security into a number of units of Survivor Common Equity that are equivalent in fair market value to the cash amount that would otherwise have been received by the holder had such holder’s Series A Preferred Units been converted into Common Units immediately prior to such consummation the Partnership has received the prior written approval Cash Event. As used herein, “Survivor Common Equity” means a share or unit of the holders of a majority of the Outstanding Series E Preferred Units. surviving Person that has (3) A Series E Partnership Event Change of Control Offer shall be mailed to each Series E Unitholder and shall describe the transaction or transactions that constitute the Partnership Event and state: i) that the Series E Partnership Event Change of Control Offer is being made pursuant right to this Section 5.16(b)(viii)(F) and that the Partnership is making an offer to redeem all Series E Preferred Units of such Unitholder (subject vote generally in matters relating to the consummation of the Partnership Event); entity and (ii) the amount right to receive a pro rata portion of all of the Series E Partnership Event Payment equity remaining in the surviving Person upon liquidation after payment in full of (y) all indebtedness of the surviving Person and the redemption date(z) amounts due in respect of all equity securities ranking more senior than such unit of Survivor Common Equity. For greater clarity, which shall be the date on which the Partnership Event is consummated or as soon thereafter as practicable (the “Series E Partnership Event Payment Date”); and iiiSection 5.14(b)(viii)(I)(b) the amount per Common Unit that each Common Unitholder is receiving in connection with the Partnership Event. On the Series E Partnership Event Payment Date, the Partnership (or its successorand Section 5.14(b)(viii)(I)(c) shall pay apply without regard to each Unitholder of Series E Preferred Units that accepts whether the Series E Partnership Cash Event constitutes a Change of Control Offer an amount in cash equal to such holder’s applicable Series E Partnership Event Payment, and all of such holder’s rights and privileges under the Series E Preferred Units or as a Series E Unitholder shall be extinguishedControl.