Common use of Reclassification into Series 11 Preferred Limited Partnership Units at the Option of the Holder Clause in Contracts

Reclassification into Series 11 Preferred Limited Partnership Units at the Option of the Holder. (a) Holders of Series 12 Preferred Limited Partnership Units will have the right, at their option, on each Series 12 Reclassification Date, to reclassify, subject to the applicable law and the terms and provisions hereof, all or any part of the then Outstanding Series 12 Preferred Limited Partnership Units registered in the name of the Holder into Series 11 Preferred Limited Partnership Units on the basis of one (1) Series 11 Preferred Limited Partnership Unit for each Series 12 Preferred Limited Partnership Unit. The Partnership will provide written notice not less than 25 and not more than 60 days prior to the applicable Series 12 Reclassification Date to the Holders of the reclassification privilege provided for herein (the “Reclassification Privilege”). Such notice shall (i) set out the Series 12 Reclassification Date, and (ii) include instructions to such Holders as to the method by which such Reclassification Privilege may be exercised, as described in Section 5.3. On the 30th day prior to the first day of Subsequent Fixed Rate Period, the Partnership will provide to the Holders written notice of the Floating Quarterly Distribution Rate applicable to the Series 12 Preferred Limited Partnership Units for the next succeeding Quarterly Floating Rate Period and the Annual Fixed Distribution Rate applicable to the Series 11 Preferred Limited Partnership Units for the next succeeding Subsequent Fixed Rate Period, in each case as determined by the Partnership. (b) If the Partnership gives notice as provided in Section 4 to the Holders of the redemption of all the Series 12 Preferred Limited Partnership Units, the Partnership will not be required to give notice as provided in this Section 5.1 to the Holders of the Floating Quarterly Distribution Rate, Annual Fixed Distribution Rate or Reclassification Privilege and the right of any Holder of Series 12 Preferred Limited Partnership Units to reclassify such Series 12 Preferred Limited Partnership Units as herein provided will cease and terminate in that event. (c) Holders of Series 12 Preferred Limited Partnership Units shall not be entitled to reclassify their units into Series 11 Preferred Limited Partnership Units on a Series 12 Reclassification Date if the Partnership determines that there would remain Outstanding on the Series 12 Reclassification Date less than 1,000,000 Series 11 Preferred Limited Partnership Units after taking into account all Series 12 Preferred Limited Partnership Units in respect of which a notice of reclassification into Series 11 Preferred Limited Partnership Units has been provided and all Series 11 Preferred Limited Partnership Units in respect of which a notice for reclassification into Series 12 Preferred Limited Partnership Units has been provided. The Partnership will give written notice thereof to all affected Holders of Series 12 Preferred Limited Partnership Units at least five (5) days prior to the applicable Series 12 Reclassification Date and will issue and deliver, or cause to be delivered, prior to such Series 12 Reclassification Date, at the expense of the Partnership, to such Holders of Series 12 Preferred Limited Partnership Units, who have surrendered for reclassification any endorsed certificate or certificates representing Series 12 Preferred Limited Partnership Units, new certificates representing the Series 12 Preferred Limited Partnership Units represented by any certificate or certificates surrendered as aforesaid.

Reclassification into Series 11 Preferred Limited Partnership Units at the Option of the Holder. (a) Holders of Series 12 Preferred Limited Partnership Units will have the right, at their option, on each Series 12 Reclassification Date, to reclassify, subject to the applicable law and the terms and provisions hereof, all or any part of the then Outstanding Series 12 Preferred Limited Partnership Units registered in the name of the Holder into Series 11 Preferred Limited Partnership Units on the basis of one (1) Series 11 Preferred Limited Partnership Unit for each Series 12 Preferred Limited Partnership Unit. The Partnership will provide written notice not less than 25 and not more than 60 days prior to the applicable Series 12 Reclassification Date to the Holders of the reclassification privilege provided for herein (the “Reclassification Privilege”). Such notice shall (i) set out the Series 12 Reclassification Date, and (ii) include instructions to such Holders as to the method by which such Reclassification Privilege may be exercised, as described in Section 5.3. On the 30th day prior to the first day of Subsequent Fixed Rate Period, the Partnership will provide to the Holders written notice of the Floating Quarterly Distribution Rate applicable to the Series 12 Preferred Limited Partnership Units for the next succeeding Quarterly Floating Rate Period and the Annual Fixed Distribution Rate applicable to the Series 11 Preferred Limited Partnership Units for the next succeeding Subsequent Fixed Rate Period, in each case as determined by the Partnership. (b) If the Partnership gives notice as provided in Section 4 to the Holders of the redemption of all the Series 12 Preferred Limited Partnership Units, the Partnership will not be required to give notice as provided in this Section 5.1 to the Holders of the Floating Quarterly Distribution Rate, Annual Fixed Distribution Rate or Reclassification Privilege and the right of any Holder of Series 12 Preferred Limited Partnership Units to reclassify such Series 12 Preferred Limited Partnership Units as herein provided will cease and terminate in that event. (c) Holders of Series 12 Preferred Limited Partnership Units shall not be entitled to reclassify their units into Series 11 Preferred Limited Partnership Units on a Series 12 Reclassification Date if the Partnership determines that there would remain Outstanding on the Series 12 Reclassification Date less than 1,000,000 Series 11 Preferred Limited Partnership Units after taking into account all Series 12 Preferred Limited Partnership Units in respect of which a notice of reclassification into Series 11 Preferred Limited Partnership Units has been provided and all Series 11 Preferred Limited Partnership Units in respect of which a notice for reclassification into Series 12 Preferred Limited Partnership Units has been provided. The Partnership will give written notice thereof to all affected Holders of Series 12 Preferred Limited Partnership Units at least five seven (57) days prior to the applicable Series 12 Reclassification Date and and, subject to the provisions of Section 17, will issue and deliver, or cause to be delivered, prior to such Series 12 Reclassification Date, at the expense of the Partnership, to such Holders of Series 12 Preferred Limited Partnership Units, who have surrendered for reclassification any endorsed certificate or certificates representing Series 12 Preferred Limited Partnership Units, new certificates representing the Series 12 Preferred Limited Partnership Units represented by any certificate or certificates surrendered as aforesaid.

Reclassification into Series 11 Preferred Limited Partnership Units at the Option of the Holder. (a) Holders of Series 12 Preferred Limited Partnership Units will have the right, at their option, on each Series 12 Reclassification Date, to reclassify, subject to the applicable law and the terms and provisions hereof, all or any part of the then Outstanding Series 12 Preferred Limited Partnership Units registered in the name of the Holder into Series 11 Preferred Limited Partnership Units on the basis of one one (1) Series 11 Preferred Limited Partnership Unit for each Series 12 Preferred Limited Partnership Unit. The Partnership will provide written notice not less than 25 and not more than 60 days prior to the applicable Series 12 Reclassification Date to the Holders of the reclassification privilege provided for herein (the “Reclassification Privilege”). Such notice shall (i) set out the Series 12 Reclassification Date, and (ii) include instructions to such Holders as to the method by which such Reclassification Privilege may be exercised, as described in Section 5.3. On the 30th day prior to the first day of a Subsequent Fixed Rate Period, the Partnership will provide to the Holders written notice of the Floating Quarterly Distribution Rate applicable to the Series 12 Preferred Limited Partnership Units for the next succeeding Quarterly Floating Rate Period and the Annual Fixed Distribution Rate applicable to the Series 11 Preferred Limited Partnership Units for the next succeeding Subsequent Fixed Rate Period, in each case as determined by the Partnership. (b) If the Partnership gives notice as provided in Section 4 to the Holders of the redemption of all the Series 12 Preferred Limited Partnership Units, the Partnership will not be required to give notice as provided in this Section 5.1 to the Holders of the Floating Quarterly Distribution Rate, Annual Fixed Distribution Rate or Reclassification Privilege and the right of any Holder of Series 12 Preferred Limited Partnership Units to reclassify such Series 12 Preferred Limited Partnership Units as herein provided will cease and terminate in that event. (c) Holders of Series 12 Preferred Limited Partnership Units shall not be entitled to reclassify their units into Series 11 Preferred Limited Partnership Units on a Series 12 Reclassification Date if the Partnership determines that there would remain Outstanding on the Series 12 Reclassification Date less than 1,000,000 Series 11 Preferred Limited Partnership Units after taking into account all Series 12 Preferred Limited Partnership Units in respect of which a notice of reclassification into Series 11 Preferred Limited Partnership Units has been provided and all Series 11 Preferred Limited Partnership Units in respect of which a notice for reclassification into Series 12 Preferred Limited Partnership Units has been provided. The Partnership will give written notice thereof to all affected Holders of Series 12 Preferred Limited Partnership Units at least five seven (57) days prior to the applicable Series 12 Reclassification Date and and, subject to the provisions of Section 17, will issue and deliver, or cause to be delivered, prior to such Series 12 Reclassification Date, at the expense of the Partnership, to such Holders of Series 12 Preferred Limited Partnership Units, who have surrendered for reclassification any endorsed certificate or certificates representing Series 12 Preferred Limited Partnership Units, new certificates representing the Series 12 Preferred Limited Partnership Units represented by any certificate or certificates surrendered as aforesaid.