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 and owns a non-economic general partner interest in the Partnership; such non-economic general partner interest has been duly authorized and validly issued in accordance with the Partnership Agreement; and the General Partner owns such non-economic general partner interest free and clear of any Liens. (c) As of the date hereof, the issued and outstanding limited partner interests of the Partnership consist of 75,141,930 Common Units. All outstanding Common Units 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 matters described in Sections 17-303, 17-607 and 17-804 of the Delaware LP Act). (d) The Common Units are listed on the NYSE, and the Partnership has not received any notice of delisting.

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 and owns a non-economic general partner management interest in the Partnership; such non-economic general partner management interest has been duly authorized and validly issued in accordance with the Partnership Agreement; and the General Partner owns such non-economic general partner management interest free and clear of any Liens. (c) As of the date hereof, the issued and outstanding limited partner interests of the Partnership consist of 75,141,930 79,082,088 Common Units. All outstanding Common Units 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 matters described in Sections 17-303, 17-607 and 17-804 of the Delaware LP Act). (d) The Common Units are listed on the NYSE, and the Partnership has not received any notice of delisting. The issuance and sale of the Purchased Units will not contravene NYSE rules and regulations.