Common use of Conversion of Class RS LTIP Units by the Partnership; Automatic Conversion of Vested Class RS LTIP Units Clause in Contracts

Conversion of Class RS LTIP Units by the Partnership; Automatic Conversion of Vested Class RS LTIP Units. The Partnership, at any time at the election of the General Partner, may cause any number of Class RS LTIP Units (whether such units are Vested Class RS LTIP Units or Unvested Class RS LTIP Units) to be converted (a “Class RS LTIP Unit Mandatory Conversion”) into that number of Class A Units as provided in Section 4.7.B, giving effect to all adjustments (if any) made pursuant to Section 4.6. In order to effect a Class RS LTIP Unit Mandatory Conversion, the Partnership shall deliver a notice (a “Class RS LTIP Unit Mandatory Conversion Notice”) in the form attached as Exhibit G to this Agreement to the holder of Class RS LTIP Units not less than ten nor more than 60 days prior to the Conversion Date specified in such Class RS LTIP Mandatory Conversion Notice. A Class RS LTIP Unit Mandatory Conversion Notice shall be provided in the manner provided in Section 15.1 hereof. Notwithstanding anything to the contrary set forth in this Agreement, all Vested Class RS LTIP Units held by the holder shall be automatically converted (the “Automatic RS Conversion”), without any further action by the General Partner, the Partnership or the holder, into an equal number of Class A Units on the first date on which the Class RS LTIP Unit Capital Account Limitation would not limit the number of Vested Class RS LTIP Units that could be converted.