Common use of Purchased Units; Capitalization Clause in Contracts

Purchased Units; Capitalization. (a) On the Closing Date, the Purchased Units shall have those rights, preferences, privileges and restrictions governing the Common Units as set forth in the Partnership Agreement. (b) The General Partner is the sole general partner of the Partnership, with a 2.0% general partner interest in the Partnership (not including any Series A Preferred Units); such general partner interest is the only general partner interest of the Partnership that is issued and outstanding; and such general partner interest has been duly authorized and validly issued and is owned by the General Partner free and clear of any Liens (except restrictions on transferability contained in the Partnership Agreement). (c) As of the date of this Agreement, prior to the issuance and sale of the Purchased Units, as contemplated hereby, the issued and outstanding limited partner interests of the Partnership consist of 85,681,495 Common Units, 6,000,000 of the Partnership’s 7.25% Series A Cumulative Redeemable Preferred Units (“Series A Preferred Units”) and the Incentive Distribution Rights (as defined in the Partnership Agreement). All outstanding Common Units, Series A Preferred Units and Incentive Distribution Rights and the limited partner interests represented thereby have been duly authorized and validly issued in accordance with the Partnership Agreement and are fully paid (to the extent required under the Partnership Agreement) and nonassessable (except as such nonassessability may be affected by Sections 30, 41, 51 and 60 of the Xxxxxxxx Islands LP Act and the Partnership Agreement). (d) The Common Units are listed on the NYSE, and the Partnership has not received any notice of delisting. (e) The Common Units are, and the Purchased Units will be upon issuance, “covered securities” for purposes of Section 18 of the Securities Act.

Purchased Units; Capitalization. (a) On the Closing Date, the Purchased Units shall have those rights, preferences, privileges and restrictions governing the Common Units as set forth in the Restated Partnership Agreement, which shall be unchanged with respect to such rights, preferences, privileges and restrictions from those in the Partnership Agreement. (b) The General Partner is the sole general partner of the Partnership, with a 2.0% general partner interest in the Partnership (not including any Series A Preferred Units); such general partner interest is the only general partner interest of the Partnership that is issued and outstanding; and such general partner interest has been duly authorized and validly issued and is owned by the General Partner free and clear of any Liens (except restrictions on transferability contained in the Restated Partnership Agreement). (c) As of the date of this Agreement, prior to the issuance and sale of the Purchased Units, as contemplated hereby, the issued and outstanding limited partner interests of the Partnership consist of 85,681,495 (i) 107,128,349 Common Units, (ii) 6,000,000 of the Partnership’s 7.25% Series A Cumulative Redeemable Preferred Units (“Series A Preferred Units”), (iii) 5,000,000 of the Partnership’s 8.50% Series B Cumulative Redeemable Preferred Units (“Series B Preferred Units”), (iv) 10,438,413 of the Partnership’s 8.60% Series C Cumulative Convertible Perpetual Preferred Units (“Series C Preferred Units”), and (v) the Incentive Distribution Rights (as defined in the Partnership Agreement and the Restated Partnership Agreement). All outstanding Common Units, Series A Preferred Units and Incentive Distribution Rights and the limited partner interests represented thereby have been duly authorized and validly issued in accordance with the Partnership Agreement or the Restated Partnership Agreement and are fully paid (to the extent required under the Partnership Agreement and the Restated Partnership Agreement) and nonassessable (except as such nonassessability may be affected by Sections 30, 41, 51 and 60 of the Xxxxxxxx Islands LP Act and the Partnership Agreement and Restated Partnership Agreement). Prior to the Closing, the Partnership intends to adopt the Restated Partnership Agreement which will also, among other things, set forth the rights, preferences, privileges and restrictions governing the Partnership’s Series C-1 Preferred Units and the Partnership’s Series D Preferred Units (the Series C-1 Preferred Units and the Series D Preferred Units, together with the Series A Preferred Units, the Series B Preferred Units, the Series C Preferred Units, collectively the “Preferred Units”) to be issued as part of the Partnership’s recapitalization plan. In connection with the Series C Transaction, at or about the time of the Closing, the Partnership will exchange 1,920,668 Series C Preferred Units for 8,323,809 Common Units, and the remaining 8,517,745 Series C Preferred Units will be exchanged on a one-for-one basis into Series C-1 Preferred Unit. In connection with the Series D Offering, at or about the time of the Closing, the Partnership will issue up to $200 million of Series D Preferred Units at a price of $25.00 per Series D Preferred Unit. For each Series D Preferred Unit purchased, the purchaser will receive two Series D Warrants, one warrant to purchase 1.125 Common Units, and a second warrant to purchase 0.5625 Common Unit. (d) The Common Units are listed on the NYSE, and the Partnership has not received any notice of delisting. (e) The Common Units are, and the Purchased Units will be upon issuance, “covered securities” for purposes of Section 18 of the Securities Act.

Purchased Units; Capitalization. (a) On the Closing Date, the Purchased Units shall have those rights, preferences, privileges and restrictions governing the Common Units as set forth in the Partnership Agreement. (b) The General Partner is the sole general partner of the Partnership, with a 2.0% general partner interest in the Partnership (not including any Series A Preferred Units)Partnership; such general partner interest is the only general partner interest of the Partnership that is issued and outstanding; and such general partner interest has been duly authorized and validly issued and is owned by the General Partner free and clear of any Liens (except restrictions on transferability contained in the Partnership Agreement). (c) As of the date of this Agreement, prior to the issuance and sale of the Purchased Units, as contemplated hereby, the issued and outstanding limited partner interests of the Partnership consist of 85,681,495 63,513,580 Common Units, 6,000,000 of the Partnership’s 7.25% Series A Cumulative Redeemable Preferred Units (“Series A Preferred Units”) and the Incentive Distribution Rights (as defined in the Partnership Agreement). All outstanding Common Units, Series A Preferred Units and Incentive Distribution Rights and the limited partner interests represented thereby have been duly authorized and validly issued in accordance with the Partnership Agreement and are fully paid (to the extent required under the Partnership Agreement) and nonassessable (except as such nonassessability may be affected by Sections 30, 41, 51 and 60 of the Xxxxxxxx Islands LP Act and the Partnership AgreementAct). (d) The Common Units are listed on the NYSE, and the Partnership has not received any notice of delisting. (e) The Common Units are, and the Purchased Units will be upon issuance, “covered securities” for purposes of Section 18 of the Securities Act.