Exchange Preferred Units definition

Exchange Preferred Units means Class A Preferred Limited Partnership Units of the Partnership, being Class A Limited Partnership Units, Series 16, issued pursuant to that certain Sixth Amendment to the Amended and Restated Limited Partnership Agreement of the Partnership, dated as of the date hereof.

Exchange Preferred Units has the meaning ascribed thereto in Section 7.1.

Exchange Preferred Units means units of a newly-issued series of Class A Preferred Units, which will be Series 16, into which the Notes, including accrued and unpaid interest thereon, will be exchanged automatically without the consent or action of the holders thereof upon the occurrence of certain events relating to bankruptcy and related events as described in the Prospectus;

Examples of Exchange Preferred Units in a sentence

• Upon an Automatic Exchange of the Notes, the Partnership reserves the right not to issue some or all of the Exchange Preferred Units to Ineligible Persons.

• Upon the occurrence of an Automatic Exchange Event (such time, the “Exchange Time”), the Notes, including accrued and unpaid interest thereon, will be exchanged automatically (the “Automatic Exchange”), without the consent of the Holders thereof, into Exchange Preferred Units.

• As of the Exchange Time, Holders will have the right to receive one Exchange Preferred Unit for each $25.00 principal amount of Notes held together with the number of Exchange Preferred Units (including fractional units, if applicable) calculated by dividing the amount of accrued and unpaid interest, if any, on the Notes, by $25.00.

• The Partnership will pay the aggregate net proceeds that it receives for such Exchange Preferred Units to The Depository Trust Company (the “Clearing Agency”) (if the Notes are then held in the book-entry only system) or to the trustee, registrar and/or transfer agent, as applicable (in all other cases) for distribution to such Ineligible Persons in accordance with the applicable procedures of the Clearing Agency or otherwise.

• The Partnership covenants for the benefit of Holders of Notes that, for so long as the Notes are Outstanding, the Partnership will not create or issue any Partnership Preferred Units which, in the event of insolvency, liquidation, dissolution or winding-up of the Partnership, would rank in right of payment in priority to the Exchange Preferred Units.

• The net proceeds received by the Partnership from the sale of any such Exchange Preferred Units will be divided among the Ineligible Persons in proportion to the number of Exchange Preferred Units that would otherwise have been delivered to them, after deducting the costs of sale and any applicable Taxes or withholding on account of Taxes, if any.

• In such circumstances, the Partnership will hold all Exchange Preferred Units that would otherwise be delivered to Ineligible Persons, as agent for such Ineligible Persons, and will attempt to facilitate the sale of such units through a registered broker or dealer retained by the Partnership for the purpose of effecting the sale (to parties other than the Partnership, its Affiliates or other Ineligible Persons) on behalf of such Ineligible Persons of such Exchange Preferred Units.

• This Security will be automatically exchanged into Exchange Preferred Units (as defined in the Indenture) upon an Automatic Exchange Event, in the manner, with the effect and as of the effective time contemplated in the Indenture.

• Such Exchange Notice shall specify the number of Exchange Preferred Units (including fractional units, if applicable) required in connection with the Automatic Exchange in accordance with this Indenture and shall specify whether, to the knowledge of the Issuer, such Holders of Notes (or Persons beneficially owning Notes represented by the Holders of such Notes) are Ineligible Persons.

• The Partnership will not be subject to any liability for failing to sell Exchange Preferred Units on behalf of any such Ineligible Persons or at any particular price on any particular day.