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

Other Extraordinary Transactions Affecting the Partnership. a. Prior to the consummation of any recapitalization, reorganization, consolidation, merger, spin-off or other business combination (not otherwise addressed in Section 5.12(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, subject to consummation of the Partnership Event, 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 A Preferred Units for a price per Series A Preferred Unit payable in cash equal to the greater of (x) the Series A Liquidation Value for each Series A Preferred Unit and (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) 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 “Partnership Event Payment”).

Other Extraordinary Transactions Affecting the Partnership. a. (1) Prior to the consummation of any recapitalization, reorganization, consolidation, merger, spin-off or other business combination (not otherwise addressed in Section 5.12(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 offeroffer (a “Series C Partnership Event Change of Control Offer”), subject to consummation of the Partnership Event, a (“Partnership Event Change of Control Offer”) to each holder of Series A C Preferred Units to redeem all (but not less than all) of such holder’s Series A C Preferred Units for a price per Series A C Preferred Unit payable in cash equal to the greater of (x) the sum of the Series A Liquidation Value for each C Issue Price and the Series A Preferred Unit C Unpaid Cash Distributions and (y) an amount equal to the product of (1) the number of Common Units into which each Series A C Preferred Unit is convertible pursuant to Section 5.12(b)(viii5.14(b)(viii) on the day immediately prior to the date of the Series 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 C Partnership Event Payment”).

Other Extraordinary Transactions Affecting the Partnership. a. (1) Prior to the consummation of any recapitalization, reorganization, consolidation, merger, spin-off or other business combination (not otherwise addressed in Section 5.12(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 offeroffer (a “Series A Partnership Event Change of Control Offer”), subject to consummation of the Partnership Event, 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 A Preferred Units for a price per Series A Preferred Unit payable in cash equal to the greater of (x) the Series A Liquidation Value for each Series A Preferred Unit and (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 Series 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 A Partnership Event Payment”).

Other Extraordinary Transactions Affecting the Partnership. a. (1) Prior to the consummation of any recapitalization, reorganization, consolidation, merger, spin-off or other business combination (not otherwise addressed in Section 5.12(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 offeroffer (a “Series D Partnership Event Change of Control Offer”), subject to consummation of the Partnership Event, a (“Partnership Event Change of Control Offer”) to each holder of Series A D Preferred Units to redeem all (but not less than all) of such holder’s Series A D Preferred Units for a price per Series A D Preferred Unit payable in cash equal to the greater of (x) the sum of the Series A Liquidation Value for each D Issue Price and the Series A Preferred Unit D Unpaid Cash Distributions and (y) an amount equal to the product of (1) the number of Common Units into which each Series A D Preferred Unit is convertible pursuant to Section 5.12(b)(viii5.15(b)(viii) on the day immediately prior to the date of the Series 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 D Partnership Event Payment”).