Common use of Redemption and Exchange Procedures Clause in Contracts

Redemption and Exchange Procedures. 6.2.1 In order to exercise its Redemption Right, a Redemption-Exchange Unitholder shall deliver to the Partnership and BIP a notice (the “Redemption Notice”) of its intention to redeem the Redemption-Exchange Units that contains all relevant information (including the Redemption-Exchange Date), and that is presented together with all related certificates and documents that the Partnership or BIP may reasonably require or as may be required by applicable law to effect the Redemption Right, including the certificates representing the Redemption-Exchange Units being redeemed. 6.2.2 At any time within 2 Business Days from the date of BIP’s receipt of the Redemption Notice, BIP may elect to exercise the Exchange Right with respect to all (but not less than all) of the Redemption-Exchange Units to be redeemed pursuant to the Redemption Notice and shall give written notice to the Partnership and to the Redemption-Exchange Unitholder of such election (the “Exchange Notice”). The Exchange Notice shall contain all relevant information, and shall be presented together with all related certificates and documents that the Partnership and Redemption-Exchange Unitholder may reasonably require or as may be required by applicable law to effect the Exchange Right. 6.2.3 If BIP exercises its Exchange Right, on the Redemption-Exchange Date, BIP will acquire the number of Redemption-Exchange Units specified in the Redemption Notice in exchange for the Applicable Number of BIP Units. BIP shall take all steps necessary under the BIP Partnership Agreement to effect the issuance of the Applicable Number of BIP Units to the Redemption-Exchange Unitholder, including by issuing a certificate in the name of the Redemption-Exchange Unitholder upon request and subject to the terms of the BIP Partnership Agreement. The Managing General Partner and the Partnership shall take all steps necessary under this Agreement to effect the transfer of the Redemption-Exchange Units specified in the Redemption Notice to BIP, including the register of such transfer in the Partnership’s register of Limited Partners and, upon request, by issuing a new certificate in the name of BIP representing the Redemption-Exchange Units transferred to BIP in accordance with this Article 6, without expense to BIP. 6.2.4 If BIP does not exercise its Exchange Right, on the Redemption-Exchange Date, for each Redemption-Exchange Unit that is presented by the Redemption-Exchange Unitholder for redemption, the Partnership will pay to the Redemption-Exchange Unitholder cash in an amount equal to the Redemption Amount. Upon the surrender of certificates representing more Redemption-Exchange Units than the number of Redemption-Exchange Units to be redeemed under the Redemption Notice, the holder thereof will be entitled, upon request, to receive from the Partnership forthwith, without expense to such holder, a new certificate representing the Redemption-Exchange Units not being redeemed at that time.

Redemption and Exchange Procedures. 6.2.1 6.2.1. In order to exercise its Redemption Right, a Redemption-Exchange Unitholder shall deliver to the Partnership and BIP BREP a notice (the “Redemption Notice”) of its intention to redeem the Redemption-Exchange Units that contains all relevant information (including the Redemption-Exchange Date), and that is presented together with all related certificates and documents that the Partnership or BIP BREP may reasonably require or as may be required by applicable law Law to effect the Redemption Right, including the certificates representing the Redemption-Exchange Units being redeemed. 6.2.2 6.2.2. At any time within 2 two Business Days from the date of BIPBREP’s receipt of the Redemption Notice, BIP BREP may elect to exercise the Exchange Right with respect to all (but not less than all) of the Redemption-Exchange Units to be redeemed pursuant to the Redemption Notice and shall give written notice to the Partnership and to the Redemption-Exchange Unitholder of such election (the “Exchange Notice”). The Exchange Notice shall contain all relevant information, and shall be presented together with all related certificates and documents that the Partnership and Redemption-Exchange Unitholder may reasonably require or as may be required by applicable law Law to effect the Exchange Right. 6.2.3 6.2.3. If BIP BREP exercises its Exchange Right, on the Redemption-Exchange Date, BIP BREP will acquire the number of Redemption-Exchange Units specified in the Redemption Notice in exchange for the Applicable Number of BIP BREP Units. BIP BREP shall take all steps necessary under the BIP BREP Partnership Agreement to effect the issuance of the Applicable Number of BIP BREP Units to the Redemption-Exchange Unitholder, including by issuing a certificate in the name of the Redemption-Exchange Unitholder upon request and subject to the terms of the BIP BREP Partnership Agreement. The Managing General Partner and the Partnership shall take all steps necessary under this Agreement to effect the transfer of the Redemption-Exchange Units specified in the Redemption Notice to BIPBREP, including the register of such transfer in the Partnership’s register of Limited Partners and, upon request, by issuing a new certificate in the name of BIP BREP representing the Redemption-Exchange Units transferred to BIP BREP in accordance with this Article 6, without expense to BIPBREP. 6.2.4 6.2.4. If BIP BREP does not exercise its Exchange Right, on the Redemption-Exchange Date, for each Redemption-Exchange Unit that is presented by the Redemption-Exchange Unitholder for redemption, the Partnership will pay to the Redemption-Exchange Unitholder cash in an amount equal to the Redemption Amount. Upon the surrender of certificates representing more Redemption-Exchange Units than the number of Redemption-Exchange Units to be redeemed under the Redemption Notice, the holder thereof will be entitled, upon request, to receive from the Partnership forthwith, without expense to such holder, a new certificate representing the Redemption-Exchange Units not being redeemed at that time.

Redemption and Exchange Procedures. 6.2.1 6.2.1. In order to exercise its Redemption Right, a Redemption-Exchange Unitholder shall deliver to the Partnership and BIP BBP a notice (the “Redemption Notice”) of its intention to redeem the Redemption-Exchange Units that contains all relevant information (including the Redemption-Exchange Date), and that is presented together with all related certificates and documents that the Partnership or BIP BBP may reasonably require or as may be required by applicable law Law to effect the Redemption Right, including the certificates representing the Redemption-Exchange Units being redeemed. 6.2.2 6.2.2. At any time within 2 two (2) Business Days from the date of BIPBBP’s receipt of the Redemption Notice, BIP BBP may elect to exercise the Exchange Right with respect to all (but not less than all) of the Redemption-Exchange Units to be redeemed pursuant to the Redemption Notice and shall give written notice to the Partnership and to the Redemption-Exchange Unitholder of such election (the “Exchange Notice”). The Exchange Notice shall contain all relevant information, and shall be presented together with all related certificates and documents that the Partnership and Redemption-Exchange Unitholder may reasonably require or as may be required by applicable law Law to effect the Exchange Right. 6.2.3 6.2.3. If BIP BBP exercises its Exchange Right, on the Redemption-Exchange Date, BIP BBP will acquire the number of Redemption-Exchange Units specified in the Redemption Notice in exchange for the Applicable Number of BIP BBP Units. BIP BBP shall take all steps necessary under the BIP BBP Partnership Agreement to effect the issuance of the Applicable Number of BIP BBP Units to the Redemption-Exchange Unitholder, including by issuing a certificate in the name of the Redemption-Exchange Unitholder upon request and subject to the terms of the BIP BBP Partnership Agreement. The Managing General Partner and the Partnership shall take all steps necessary under this Agreement to effect the transfer of the Redemption-Exchange Units specified in the Redemption Notice to BIPBBP, including the register of such transfer in the Partnership’s register of Limited Partners and, upon request, by issuing a new certificate in the name of BIP BBP representing the Redemption-Exchange Units transferred to BIP BBP in accordance with this Article 6, without expense to BIPBBP. 6.2.4 6.2.4. If BIP BBP does not exercise its Exchange Right, on the Redemption-Exchange Date, for each Redemption-Exchange Unit that is presented by the Redemption-Exchange Unitholder for redemption, the Partnership will will, subject to Section 11 of the Limited Partnership Act, pay to the Redemption-Exchange Unitholder cash in an amount equal to the Redemption Amount. Upon the surrender of certificates representing more Redemption-Exchange Units than the number of Redemption-Exchange Units to be redeemed under the Redemption Notice, the holder thereof will be entitled, upon request, to receive from the Partnership forthwith, without expense to such holder, a new certificate representing the Redemption-Exchange Units not being redeemed at that time.

Redemption and Exchange Procedures. 6.2.1 6.2.1. In order to exercise its Redemption Right, a Redemption-Exchange Unitholder shall deliver to the Partnership and BIP BPY a notice (the “Redemption Notice”) of its intention to redeem the Redemption-Exchange Units that contains all relevant information (including the Redemption-Exchange Date), and that is presented together with all related certificates and documents that the Partnership or BIP BPY may reasonably require or as may be required by applicable law Law to effect the Redemption Right, including the certificates representing the Redemption-Exchange Units being redeemed. 6.2.2 6.2.2. At any time within 2 two Business Days from the date of BIPBPY’s receipt of the Redemption Notice, BIP BPY may elect to exercise the Exchange Right with respect to all (but not less than all) of the Redemption-Exchange Units to be redeemed pursuant to the Redemption Notice and shall give written notice to the Partnership and to the Redemption-Exchange Unitholder of such election (the “Exchange Notice”). The Exchange Notice shall contain all relevant information, and shall be presented together with all related certificates and documents that the Partnership and Redemption-Exchange Unitholder may reasonably require or as may be required by applicable law Law to effect the Exchange Right. 6.2.3 6.2.3. If BIP BPY exercises its Exchange Right, on the Redemption-Exchange Date, BIP BPY will acquire the number of Redemption-Exchange Units specified in the Redemption Notice in exchange for the Applicable Number of BIP BPY Units. BIP BPY shall take all steps necessary under the BIP BPY Partnership Agreement to effect the issuance of the Applicable Number of BIP BPY Units to the Redemption-Exchange Unitholder, including by issuing a certificate in the name of the Redemption-Exchange Unitholder upon request and subject to the terms of the BIP BPY Partnership Agreement. The Managing General Partner and the Partnership shall take all steps necessary under this Agreement to effect the transfer of the Redemption-Exchange Units specified in the Redemption Notice to BIPBPY, including the register of such transfer in the Partnership’s register of Limited Partners and, upon request, by issuing a new certificate in the name of BIP BPY representing the Redemption-Exchange Units transferred to BIP BPY in accordance with this Article 6, without expense to BIPBPY. 6.2.4 6.2.4. If BIP BPY does not exercise its Exchange Right, on the Redemption-Exchange Date, for each Redemption-Exchange Unit that is presented by the Redemption-Exchange Unitholder for redemption, the Partnership will pay to the Redemption-Exchange Unitholder cash in an amount equal to the Redemption Amount. Upon the surrender of certificates representing more Redemption-Exchange Units than the number of Redemption-Exchange Units to be redeemed under the Redemption Notice, the holder thereof will be entitled, upon request, to receive from the Partnership forthwith, without expense to such holder, a new certificate representing the Redemption-Exchange Units not being redeemed at that time.

Redemption and Exchange Procedures. 6.2.1 6.2.1. In order to exercise its Redemption Right, a Redemption-Exchange Unitholder shall deliver to the Partnership and BIP BPY a notice (the “Redemption Notice”) of its intention to redeem the Redemption-Exchange Units that contains all relevant information (including the Redemption-Exchange Date), and that is presented together with all related certificates and documents that the Partnership or BIP BPY may reasonably require or as may be required by applicable law Law to effect the Redemption Right, including the certificates representing the Redemption-Exchange Units being redeemed. 6.2.2 6.2.2. At any time within 2 two Business Days from the date of BIPBPY’s receipt of the Redemption Notice, BIP BPY may elect to exercise the Exchange Right with respect to all (but not less than all) of the Redemption-Exchange Units to be redeemed pursuant to the Redemption Notice and shall give written notice to the Partnership and to the Redemption-Exchange Unitholder of such election (the “Exchange Notice”). The Exchange Notice shall contain all relevant information, and shall be presented together with all related certificates and documents that the Partnership and Redemption-Exchange Unitholder may reasonably require or as may be required by applicable law Law to effect the Exchange Right. 6.2.3 6.2.3. If BIP BPY exercises its Exchange Right, on the Redemption-Exchange Date, BIP BPY will acquire the number of Redemption-Exchange Units specified in the Redemption Notice in exchange for the Applicable Number of BIP BPY Units. BIP BPY shall take all steps necessary under the BIP BPY Partnership Agreement to effect the issuance of the Applicable Number of BIP BPY Units to the Redemption-Exchange Unitholder, including by issuing a certificate in the name of the Redemption-Exchange Unitholder upon request and subject to the terms of the BIP BPY Partnership Agreement. The Managing General Partner and the Partnership shall take all steps necessary under this Agreement to effect the transfer of the Redemption-Exchange Units specified in the Redemption Notice to BIPBPY, including the register of such transfer in the Partnership’s register of Limited Partners and, upon request, by issuing a new certificate in the name of BIP BPY representing the Redemption-Exchange Units transferred to BIP BPY in accordance with this Article 6, without expense to BIPBPY. 6.2.4 6.2.4. If BIP BPY does not exercise its Exchange Right, on the Redemption-Exchange Date, for each Redemption-Exchange Unit that is presented by the Redemption-Exchange Unitholder for redemption, the Partnership will pay to the Redemption-Exchange Unitholder cash in an amount equal to the Redemption Amount. Upon the surrender of certificates representing more Redemption-Exchange Units than the number of Redemption-Exchange Units to be redeemed under the Redemption Notice, the holder thereof will be entitled, upon request, to receive from the Partnership forthwith, without expense to such holder, a new certificate representing the Redemption-Exchange Units not being redeemed at that time.

Redemption and Exchange Procedures. 6.2.1 6.2.1. In order to exercise its Redemption Right, a Redemption-Exchange Unitholder shall deliver to the Partnership and BIP a notice (the “Redemption Notice”) of its intention to redeem the Redemption-Exchange Units that contains all relevant information (including the Redemption-Exchange Date), and that is presented together with all related certificates and documents that the Partnership or BIP may reasonably require or as may be required by applicable law to effect the Redemption Right, including the certificates representing the Redemption-Exchange Units being redeemed. 6.2.2 6.2.2. At any time within 2 Business Days from the date of BIP’s receipt of the Redemption Notice, BIP may elect to exercise the Exchange Right with respect to all (but not less than all) of the Redemption-Exchange Units to be redeemed pursuant to the Redemption Notice and shall give written notice to the Partnership and to the Redemption-Exchange Unitholder of such election (the “Exchange Notice”). The Exchange Notice shall contain all relevant information, and shall be presented together with all related certificates and documents that the Partnership and Redemption-Exchange Unitholder may reasonably require or as may be required by applicable law to effect the Exchange Right. 6.2.3 6.2.3. If BIP exercises its Exchange Right, on the Redemption-Exchange Date, BIP will acquire the number of Redemption-Exchange Units specified in the Redemption Notice in exchange for the Applicable Number of BIP Units. BIP shall take all steps necessary under the BIP Partnership Agreement to effect the issuance of the Applicable Number of BIP Units to the Redemption-Exchange Unitholder, including by issuing a certificate in the name of the Redemption-Exchange Unitholder upon request and subject to the terms of the BIP Partnership Agreement. The Managing General Partner and the Partnership shall take all steps necessary under this Agreement to effect the transfer of the Redemption-Exchange Units specified in the Redemption Notice to BIP, including the register of such transfer in the Partnership’s register of Limited Partners and, upon request, by issuing a new certificate in the name of BIP representing the Redemption-Exchange Units transferred to BIP in accordance with this Article 6, without expense to BIP. 6.2.4 If BIP does not exercise its Exchange Right, on the Redemption-Exchange Date, for each Redemption-Exchange Unit that is presented by the Redemption-Exchange Unitholder for redemption, the Partnership will pay to the Redemption-Exchange Unitholder cash in an amount equal to the Redemption Amount. Upon the surrender of certificates representing more Redemption-Exchange Units than the number of Redemption-Exchange Units to be redeemed under the Redemption Notice, the holder thereof will be entitled, upon request, to receive from the Partnership forthwith, without expense to such holder, a new certificate representing the Redemption-Exchange Units not being redeemed at that time.

Redemption and Exchange Procedures. 6.2.1 6.2.1. In order to exercise its Redemption Right, a Redemption-Exchange Unitholder shall deliver to the Partnership and BIP BBP a notice (the “Redemption Notice”) of its intention to redeem the Redemption-Exchange Units that contains all relevant information (including the Redemption-Exchange Date), and that is presented together with all related certificates and documents that the Partnership or BIP BBP may reasonably require or as may be required by applicable law Law to effect the Redemption Right, including the certificates representing the Redemption-Exchange Units being redeemed. 6.2.2 6.2.2. At any time within 2 two (2) Business Days from the date of BIPBBP’s receipt of the Redemption Notice, BIP BBP may elect to exercise the Exchange Right with respect to all (but not less than all) of the Redemption-Exchange Units to be redeemed pursuant to the Redemption Notice and shall give written notice to the Partnership and to the Redemption-Exchange Unitholder of such election (the “Exchange Notice”). The Exchange Notice shall contain all relevant information, and shall be presented together with all related certificates and documents that the Partnership and Redemption-Exchange Unitholder may reasonably require or as may be required by applicable law Law to effect the Exchange Right. 6.2.3 6.2.3. If BIP BBP exercises its Exchange Right, on the Redemption-Exchange Date, BIP BBP will acquire the number of Redemption-Exchange Units specified in the Redemption Notice in exchange for the Applicable Number of BIP BBP Units. BIP BBP shall take all steps necessary under the BIP BBP Partnership Agreement to effect the issuance of the Applicable Number of BIP BBP Units to the Redemption-Exchange Unitholder, including by issuing a certificate in the name of the Redemption-Exchange Unitholder upon request and subject to the terms of the BIP Partnership Agreement. The Managing General Partner and the Partnership shall take all steps necessary under this Agreement to effect the transfer of the Redemption-Exchange Units specified in the Redemption Notice to BIP, including the register of such transfer in the Partnership’s register of Limited Partners and, upon request, by issuing a new certificate in the name of BIP representing the Redemption-Exchange Units transferred to BIP in accordance with this Article 6, without expense to BIP. 6.2.4 If BIP does not exercise its Exchange Right, on the Redemption-Exchange Date, for each Redemption-Exchange Unit that is presented by the Redemption-Exchange Unitholder for redemption, the Partnership will pay to the Redemption-Exchange Unitholder cash in an amount equal to the Redemption Amount. Upon the surrender of certificates representing more Redemption-Exchange Units than the number of Redemption-Exchange Units to be redeemed under the Redemption Notice, the holder thereof will be entitled, upon request, to receive from the Partnership forthwith, without expense to such holder, a new certificate representing the Redemption-Exchange Units not being redeemed at that time.the

Redemption and Exchange Procedures. 6.2.1 6.2.1. In order to exercise its Redemption Right, a Redemption-Exchange Unitholder shall deliver to the Partnership and BIP BEP a notice (the “Redemption Notice”) of its intention to redeem the Redemption-Exchange Units that contains all relevant information (including the Redemption-Exchange Date), and that is presented together with all related certificates and documents that the Partnership or BIP BEP may reasonably require or as may be required by applicable law Law to effect the Redemption Right, including the certificates representing the Redemption-Exchange Units being redeemed. 6.2.2 6.2.2. At any time within 2 two Business Days from the date of BIPBEP’s receipt of the Redemption Notice, BIP BEP may elect to exercise the Exchange Right with respect to all (but not less than all) of the Redemption-Exchange Units to be redeemed pursuant to the Redemption Notice and shall give written notice to the Partnership and to the Redemption-Exchange Unitholder of such election (the “Exchange Notice”). The Exchange Notice shall contain all relevant information, and shall be presented together with all related certificates and documents that the Partnership and Redemption-Exchange Unitholder may reasonably require or as may be required by applicable law Law to effect the Exchange Right. 6.2.3 6.2.3. If BIP BEP exercises its Exchange Right, on the Redemption-Exchange Date, BIP BEP will acquire the number of Redemption-Exchange Units specified in the Redemption Notice in exchange for the Applicable Number of BIP BEP Units. BIP BEP shall take all steps necessary under the BIP BEP Partnership Agreement to effect the issuance of the Applicable Number of BIP BEP Units to the Redemption-Exchange Unitholder, including by issuing a certificate in the name of the Redemption-Exchange Unitholder upon request and subject to the terms of the BIP BEP Partnership Agreement. The Managing General Partner and the Partnership shall take all steps necessary under this Agreement to effect the transfer of the Redemption-Exchange Units specified in the Redemption Notice to BIPBEP, including the register of such transfer in the Partnership’s register of Limited Partners and, upon request, by issuing a new certificate in the name of BIP BEP representing the Redemption-Exchange Units transferred to BIP BEP in accordance with this Article 6, without expense to BIPBEP. 6.2.4 6.2.4. If BIP BEP does not exercise its Exchange Right, on the Redemption-Exchange Date, for each Redemption-Exchange Unit that is presented by the Redemption-Exchange Unitholder for redemption, the Partnership will pay to the Redemption-Exchange Unitholder cash in an amount equal to the Redemption Amount. Upon the surrender of certificates representing more Redemption-Exchange Units than the number of Redemption-Exchange Units to be redeemed under the Redemption Notice, the holder thereof will be entitled, upon request, to receive from the Partnership forthwith, without expense to such holder, a new certificate representing the Redemption-Exchange Units not being redeemed at that time.

Redemption and Exchange Procedures. 6.2.1 In order to exercise its Redemption Right, a Redemption-Exchange Unitholder shall deliver to the Partnership and BIP a notice (the “Redemption Notice”) of its intention to redeem the Redemption-Exchange Units that contains all relevant information (including the Redemption-Exchange Date), and that is presented together with all related certificates and documents that the Partnership or BIP may reasonably require or as may be required by applicable law to effect the Redemption Right, including the certificates representing the Redemption-Exchange Units being redeemed. 6.2.2 At any time within 2 Business Days from the date of BIP’s receipt of the Redemption Notice, BIP may elect to exercise the Exchange Right with respect to all (but not less than all) of the Redemption-Exchange Units to be redeemed pursuant to the Redemption Notice and shall give written notice to the Partnership and to the Redemption-Redemption- Exchange Unitholder of such election (the “Exchange Notice”). The Exchange Notice shall contain all relevant information, and shall be presented together with all related certificates and documents that the Partnership and Redemption-Exchange Unitholder may reasonably require or as may be required by applicable law to effect the Exchange Right. 6.2.3 If BIP exercises its Exchange Right, on the Redemption-Exchange Date, BIP will acquire the number of Redemption-Exchange Units specified in the Redemption Notice in exchange for the Applicable Number of BIP Units. BIP shall take all steps necessary under the BIP Partnership Agreement to effect the issuance of the Applicable Number of BIP Units to the Redemption-Exchange Unitholder, including by issuing a certificate in the name of the Redemption-Exchange Unitholder upon request and subject to the terms of the BIP Partnership Agreement. The Managing General Partner and the Partnership shall take all steps necessary under this Agreement to effect the transfer of the Redemption-Exchange Units specified in the Redemption Notice to BIP, including the register of such transfer in the Partnership’s register of Limited Partners and, upon request, by issuing a new certificate in the name of BIP representing the Redemption-Exchange Units transferred to BIP in accordance with this Article 6, without expense to BIP. 6.2.4 If BIP does not exercise its Exchange Right, on the Redemption-Exchange Date, for each Redemption-Exchange Unit that is presented by the Redemption-Exchange Unitholder for redemption, the Partnership will pay to the Redemption-Exchange Unitholder cash in an amount equal to the Redemption Amount. Upon the surrender of certificates representing more Redemption-Exchange Units than the number of Redemption-Exchange Units to be redeemed under the Redemption Notice, the holder thereof will be entitled, upon request, to receive from the Partnership forthwith, without expense to such holder, a new certificate representing the Redemption-Exchange Units not being redeemed at that time.

Redemption and Exchange Procedures. 6.2.1 6.2.1. In order to exercise its Redemption Right, a Redemption-Exchange Unitholder shall deliver to the Partnership and BIP BBP a notice (the “Redemption Notice”) of its intention to redeem the Redemption-Exchange Units that contains all relevant information (including the Redemption-Exchange Date), and that is presented together with all related certificates and documents that the Partnership or BIP BBP may reasonably require or as may be required by applicable law Law to effect the Redemption Right, including the certificates representing the Redemption-Exchange Units being redeemed. 6.2.2 6.2.2. At any time within 2 two (2) Business Days from the date of BIPBBP’s receipt of the Redemption Notice, BIP BBP may elect to exercise the Exchange Right with respect to all (but not less than all) of the Redemption-Exchange Units to be redeemed pursuant to the Redemption Notice and shall give written notice to the Partnership and to the Redemption-Redemption- Exchange Unitholder of such election (the “Exchange Notice”). The Exchange Notice shall contain all relevant information, and shall be presented together with all related certificates and documents that the Partnership and Redemption-Exchange Unitholder may reasonably require or as may be required by applicable law Law to effect the Exchange Right. 6.2.3 6.2.3. If BIP BBP exercises its Exchange Right, on the Redemption-Exchange Date, BIP BBP will acquire the number of Redemption-Exchange Units specified in the Redemption Notice in exchange for the Applicable Number of BIP BBP Units. BIP BBP shall take all steps necessary under the BIP BBP Partnership Agreement to effect the issuance of the Applicable Number of BIP BBP Units to the Redemption-Exchange Unitholder, including by issuing a certificate in the name of the Redemption-Exchange Unitholder upon request and subject to the terms of the BIP BBP Partnership Agreement. The Managing General Partner and the Partnership shall take all steps necessary under this Agreement to effect the transfer of the Redemption-Exchange Units specified in the Redemption Notice to BIPBBP, including the register of such transfer in the Partnership’s register of Limited Partners and, upon request, by issuing a new certificate in the name of BIP BBP representing the Redemption-Exchange Units transferred to BIP BBP in accordance with this Article 6, without expense to BIPBBP. 6.2.4 6.2.4. If BIP BBP does not exercise its Exchange Right, on the Redemption-Exchange Date, for each Redemption-Exchange Unit that is presented by the Redemption-Exchange Unitholder for redemption, the Partnership will will, subject to Section 11 of the Limited Partnership Act, pay to the Redemption-Exchange Unitholder cash in an amount equal to the Redemption Amount. Upon the surrender of certificates representing more Redemption-Redemption- Exchange Units than the number of Redemption-Exchange Units to be redeemed under the Redemption Notice, the holder thereof will be entitled, upon request, to receive from the Partnership forthwith, without expense to such holder, a new certificate representing the Redemption-Exchange Units not being redeemed at that time.

Redemption and Exchange Procedures. 6.2.1 ‌ 6.2.1. In order to exercise its Redemption Right, a Redemption-Exchange Unitholder shall deliver to the Partnership and BIP BEP a notice (the “Redemption Notice”) of its intention to redeem the Redemption-Exchange Units that contains all relevant information (including the Redemption-Exchange Date), and that is presented together with all related certificates and documents that the Partnership or BIP BEP may reasonably require or as may be required by applicable law Law to effect the Redemption Right, including the certificates representing the Redemption-Exchange Units being redeemed.redeemed.‌ 6.2.2 6.2.2. At any time within 2 two Business Days from the date of BIPBEP’s receipt of the Redemption Notice, BIP BEP may elect to exercise the Exchange Right with respect to all (but not less than all) of the Redemption-Exchange Units to be redeemed pursuant to the Redemption Notice and shall give written notice to the Partnership and to the Redemption-Exchange Unitholder of such election (the “Exchange Notice”). The Exchange Notice shall contain all relevant information, and shall be presented together with all related certificates and and‌ documents that the Partnership and Redemption-Exchange Unitholder may reasonably require or as may be required by applicable law Law to effect the Exchange Right. 6.2.3 6.2.3. If BIP BEP exercises its Exchange Right, on the Redemption-Exchange Date, BIP BEP will acquire the number of Redemption-Exchange Units specified in the Redemption Notice in exchange for the Applicable Number of BIP BEP Units. BIP BEP shall take all steps necessary under the BIP BEP Partnership Agreement to effect the issuance of the Applicable Number of BIP BEP Units to the Redemption-Exchange Unitholder, including by issuing a certificate in the name of the Redemption-Exchange Unitholder upon request and subject to the terms of the BIP BEP Partnership Agreement. The Managing General Partner and the Partnership shall take all steps necessary under this Agreement to effect the transfer of the Redemption-Exchange Units specified in the Redemption Notice to BIPBEP, including the register of such transfer in the Partnership’s register of Limited Partners and, upon request, by issuing a new certificate in the name of BIP BEP representing the Redemption-Exchange Units transferred to BIP BEP in accordance with this Article 6, without expense to BIPBEP. 6.2.4 6.2.4. If BIP BEP does not exercise its Exchange Right, on the Redemption-Exchange Date, for each Redemption-Exchange Unit that is presented by the Redemption-Exchange Unitholder for redemption, the Partnership will pay to the Redemption-Exchange Unitholder cash in an amount equal to the Redemption Amount. Upon the surrender of certificates representing more Redemption-Exchange Units than the number of Redemption-Exchange Units to be redeemed under the Redemption Notice, the holder thereof will be entitled, upon request, to receive from the Partnership forthwith, without expense to such holder, a new certificate representing the Redemption-Exchange Units not being redeemed at that time.

Redemption and Exchange Procedures. 6.2.1 6.2.1. In order to exercise its Redemption Right, a the Redemption-Exchange Unitholder shall deliver to the Partnership and BIP a notice (the “Redemption Notice”) of its intention to redeem the Redemption-Exchange Units that contains all relevant information (including the Redemption-Exchange Date), and that is presented together with all related certificates and documents that the Partnership or BIP may reasonably require or as may be required by applicable law to effect the Redemption Right, including the certificates representing the Redemption-Exchange Units being redeemed. 6.2.2 6.2.2. At any time within 2 Business Days from the date of BIP’s receipt of the Redemption Notice, BIP may elect to exercise the Exchange Right with respect to all (but not less than all) of the Redemption-Exchange Units to be redeemed pursuant to the Redemption Notice and shall give written notice to the Partnership and to the Redemption-Exchange Unitholder of such election (the “Exchange Notice”). The Exchange Notice shall contain all relevant information, and shall be presented together with all related certificates and documents that the Partnership and Redemption-Exchange Unitholder may reasonably require or as may be required by applicable law to effect the Exchange Right. 6.2.3 6.2.3. If BIP exercises its Exchange Right, on the Redemption-Exchange Date, BIP will acquire the number of Redemption-Exchange Units specified in the Redemption Notice in exchange for the Applicable Number of BIP Units. BIP shall take all steps necessary under the BIP Partnership Agreement to effect the issuance of the Applicable Number of BIP Units to the Redemption-Exchange Unitholder, including by issuing a certificate in the name of the Redemption-Exchange Unitholder upon request and subject to the terms of the BIP Partnership Agreement. The Managing General Partner and the Partnership shall take all steps necessary under this Agreement to effect the transfer of the Redemption-Exchange Units specified in the Redemption Notice to BIP, including the register of such transfer in the Partnership’s register of Limited Partners and, upon request, by issuing a new certificate in the name of BIP representing the Redemption-Exchange Units transferred to BIP in accordance with this Article 6, without expense to BIP. 6.2.4 6.2.4. If BIP does not exercise its Exchange Right, on the Redemption-Exchange Date, for each Redemption-Exchange Unit that is presented by the Redemption-Exchange Unitholder for redemption, the Partnership will pay to the Redemption-Exchange Unitholder cash in an amount equal to the Redemption Amount. Upon the surrender of certificates representing more Redemption-Exchange Units than the number of Redemption-Exchange Units to be redeemed under the Redemption Notice, the holder thereof will be entitled, upon request, to receive from the Partnership forthwith, without expense to such holder, a new certificate representing the Redemption-Exchange Units not being redeemed at that time.

Redemption and Exchange Procedures. 6.2.1 ‌ 6.2.1. In order to exercise its Redemption Right, a Redemption-Exchange Unitholder shall deliver to the Partnership and BIP BEP a notice (the “Redemption Notice”) of its intention to redeem the Redemption-Exchange Units that contains all relevant information (including the Redemption-Exchange Date), and that is presented together with all related certificates and documents that the Partnership or BIP BEP may reasonably require or as may be required by applicable law Law to effect the Redemption Right, including the certificates representing the Redemption-Exchange Units being redeemed.redeemed.‌ 6.2.2 6.2.2. At any time within 2 two Business Days from the date of BIPXXX’s receipt of the Redemption Notice, BIP BEP may elect to exercise the Exchange Right with respect to all (but not less than all) of the Redemption-Exchange Units to be redeemed pursuant to the Redemption Notice and shall give written notice to the Partnership and to the Redemption-Exchange Unitholder of such election (the “Exchange Notice”). The Exchange Notice shall contain all relevant information, and shall be presented together with all related certificates and and‌ documents that the Partnership and Redemption-Exchange Unitholder may reasonably require or as may be required by applicable law Law to effect the Exchange Right. 6.2.3 6.2.3. If BIP BEP exercises its Exchange Right, on the Redemption-Exchange Date, BIP BEP will acquire the number of Redemption-Exchange Units specified in the Redemption Notice in exchange for the Applicable Number of BIP BEP Units. BIP BEP shall take all steps necessary under the BIP BEP Partnership Agreement to effect the issuance of the Applicable Number of BIP BEP Units to the Redemption-Exchange Unitholder, including by issuing a certificate in the name of the Redemption-Exchange Unitholder upon request and subject to the terms of the BIP BEP Partnership Agreement. The Managing General Partner and the Partnership shall take all steps necessary under this Agreement to effect the transfer of the Redemption-Exchange Units specified in the Redemption Notice to BIPBEP, including the register of such transfer in the Partnership’s register of Limited Partners and, upon request, by issuing a new certificate in the name of BIP BEP representing the Redemption-Exchange Units transferred to BIP BEP in accordance with this Article 6, without expense to BIPBEP. 6.2.4 6.2.4. If BIP BEP does not exercise its Exchange Right, on the Redemption-Exchange Date, for each Redemption-Exchange Unit that is presented by the Redemption-Exchange Unitholder for redemption, the Partnership will pay to the Redemption-Exchange Unitholder cash in an amount equal to the Redemption Amount. Upon the surrender of certificates representing more Redemption-Exchange Units than the number of Redemption-Exchange Units to be redeemed under the Redemption Notice, the holder thereof will be entitled, upon request, to receive from the Partnership forthwith, without expense to such holder, a new certificate representing the Redemption-Exchange Units not being redeemed at that time.