Common use of Conversion of LTIP Units Clause in Contracts

Conversion of LTIP Units. (a) An LTIP Holder shall have the right (the “Conversion Right”), at its option, at any time to convert all or a portion of its Vested LTIP Units into Limited Partnership Units; provided, however, that an LTIP Holder may not exercise the Conversion Right for fewer than one thousand (1,000) Vested LTIP Units or, if such LTIP Holder holds fewer than one thousand (1,000) Vested LTIP Units, all of the LTIP Holder’s Vested LTIP Units. LTIP Holders shall not have the right to convert Unvested LTIP Units into Limited Partnership Units until they become Vested LTIP Units; provided, however, that when a LTIP Holder is notified of the expected occurrence of an event that will cause its Unvested LTIP Units to become Vested LTIP Units, such Person may give the Partnership a Conversion Notice conditioned upon and effective as of the time of vesting, and such Conversion Notice, unless subsequently revoked by the LTIP Holder, shall be accepted by the Partnership subject to such condition. The General Partner shall have the right at any time to cause a conversion of Vested LTIP Units into Limited Partnership Units. In all cases, the conversion of any LTIP Units into Limited Partnership Units shall be subject to the conditions and procedures set forth in this Section 4.5.

Conversion of LTIP Units. (a) An Subject to the provisions of this section, an LTIP Holder Unitholder shall have the right (the “Conversion Right”), at its his or her option, at any time to convert all or a portion of its his or her Vested LTIP Units into Limited Partnership Common Units; provided, however, that an LTIP Holder a holder may not exercise the Conversion Right for fewer less than one thousand (1,000) Vested LTIP Units or, if such LTIP Holder holder holds fewer less than one thousand (1,000) Vested LTIP Units, all of the LTIP Holder’s Vested LTIP UnitsUnits held by such holder. LTIP Holders Unitholders shall not have the right to convert Unvested LTIP Units into Limited Partnership Common Units until they become Vested LTIP Units; provided, however, that when a an LTIP Holder Unitholder is notified of the expected occurrence of an event that will cause its his or her Unvested LTIP Units to become Vested LTIP Units, such Person LTIP Unitholder may give the Partnership a Conversion Notice conditioned upon and effective as of the time of vesting, vesting and such Conversion Notice, unless subsequently revoked by the LTIP HolderUnitholder, shall be accepted by the Partnership subject to such condition. The General Partner shall have the right at any time to cause a conversion of Vested LTIP Units into Limited Partnership Common Units. In all cases, the conversion of any LTIP Units into Limited Partnership Common Units shall be subject to the conditions and procedures set forth in this Section 4.54.05.

Conversion of LTIP Units. (a) An Subject to the provisions of this Section 4.05, an LTIP Holder Unitholder shall have the right (the “Conversion Right”), at its such holder’s option, at any time to convert all or a portion of its such holder’s Vested LTIP Units into Limited Partnership Common Units; provided, however, that an LTIP Holder a holder may not exercise the Conversion Right for fewer less than one thousand (1,000) 1,000 Vested LTIP Units or, if such LTIP Holder holder holds fewer less than one thousand (1,000) 1,000 Vested LTIP Units, all of the LTIP Holder’s Vested LTIP UnitsUnits held by such holder. LTIP Holders Unitholders shall not have the right to convert Unvested LTIP Units into Limited Partnership Common Units until they become Vested LTIP Units; provided, however, that when a an LTIP Holder Unitholder is notified of the expected occurrence of an event that will cause its such LTIP Unitholder’s Unvested LTIP Units to become Vested LTIP Units, such Person LTIP Unitholder may give the Partnership a Conversion Notice conditioned upon and effective as of the time of vesting, vesting and such Conversion Notice, unless subsequently revoked by the LTIP HolderUnitholder, shall be accepted by the Partnership subject to such condition. The General Partner shall have the right at any time to cause a conversion of Vested LTIP Units into Limited Partnership Common Units. In all cases, the conversion of any LTIP Units into Limited Partnership Common Units shall be subject to the conditions and procedures set forth in this Section 4.54.05.

Conversion of LTIP Units. (a) An LTIP Holder Unitholder shall have the right (the “Conversion Right”), at its his or her option, at any time to convert all or a portion of its his or her Vested LTIP Units into Limited Partnership Units; provided, however, that an LTIP Holder a holder may not exercise the Conversion Right for fewer less than one thousand (1,000) 100 Vested LTIP Units or, if such LTIP Holder holder holds fewer less than one thousand (1,000) 100 Vested LTIP Units, all of the LTIP Holder’s Vested LTIP Units held by such holder. Notwithstanding the foregoing, in no event may a holder of Vested LTIP Units convert a number of Vested LTIP Units that exceeds (x) the Economic Capital Account Balance of such Limited Partner, to the extent attributable to its ownership of LTIP Units, divided by (y) the Partnership Unit Economic Balance, in each case as determined as of the effective date of conversion (the “Capital Account Limitation”). LTIP Holders Unitholders shall not have the right to convert Unvested LTIP Units into Limited Partnership Units until they become Vested LTIP Units; provided, however, that when a an LTIP Holder Unitholder is notified of the expected occurrence of an event that will cause its his or her Unvested LTIP Units to become Vested LTIP Units, such Person LTIP Unitholder may give the Partnership a Conversion Notice conditioned upon and effective as of the time of vesting, vesting and such Conversion Notice, unless subsequently revoked by the LTIP HolderUnitholder, shall be accepted by the Partnership subject to such condition. The General Partner shall have the right at any time to cause a conversion of Vested LTIP Units into Limited Partnership Units. In all cases, the conversion of any LTIP Units into Limited Partnership Units shall be subject to the conditions and procedures set forth in this Section 4.58.7.

Conversion of LTIP Units. (a) An Subject to the provisions of this Section 4.05, an LTIP Holder Unitholder shall have the right (the “Conversion Right”), at its such holder’s option, at any time to convert all or a portion of its such holder’s Vested LTIP Units into Limited Partnership Common Units; provided, however, that an LTIP Holder a holder may not exercise the Conversion Right for fewer less than one thousand (1,000) 1,000 Vested LTIP Units or, if such LTIP Holder holder holds fewer less than one thousand (1,000) 1,000 Vested LTIP Units, all of the LTIP Holder’s Vested LTIP UnitsUnits held by such holder. LTIP Holders Unitholders shall not have the right to convert Unvested LTIP Units into Limited Partnership Common Units until they become Vested LTIP Units; provided, however, that when a an LTIP Holder Unitholder is notified of the expected occurrence of an event that will cause its such LTIP Unitholder’s Unvested LTIP Units to become Vested LTIP Units, such Person LTIP Unitholder may give the Partnership a Conversion Notice conditioned upon and effective as of the time of vesting, vesting and such Conversion Notice, unless subsequently revoked by the LTIP HolderUnitholder, shall be accepted by the Partnership subject to such condition. The General Partner shall have the right at any time to cause a conversion of Vested LTIP Units into Limited Partnership Common Units. In all cases, the conversion of any LTIP Units into Limited Partnership Common Units shall be subject to the conditions and procedures set forth in this Section 4.54.05.

Conversion of LTIP Units. (a) An LTIP Holder Unitholder shall have the right (the “Conversion Right”), at its his or her option, at any time to convert all or a portion of its his or her Vested LTIP Units into Limited Partnership Common Units; provided, however, that an LTIP Holder a holder may not exercise the Conversion Right for fewer less than one thousand (1,000) Vested LTIP Units or, if such LTIP Holder holder holds fewer less than one thousand (1,000) Vested LTIP Units, all of the LTIP Holder’s Vested LTIP UnitsUnits held by such holder. LTIP Holders Unitholders shall not have the right to convert Unvested LTIP Units into Limited Partnership Common Units until they become Vested LTIP Units; provided, however, that when a an LTIP Holder Unitholder is notified of the expected occurrence of an event that will cause its his or her Unvested LTIP Units to become Vested LTIP Units, such Person LTIP Unitholder may give the Partnership a Conversion Notice conditioned upon and effective as of the time of vesting, vesting and such Conversion Notice, unless subsequently revoked by the LTIP HolderUnitholder, shall be accepted by the Partnership subject to such condition. The General Partner shall have the right at any time to cause a conversion of Vested LTIP Units into Limited Partnership Common Units. In all cases, the conversion of any LTIP Units into Limited Partnership Common Units shall be subject to the conditions and procedures set forth in this Section 4.54.05.

Conversion of LTIP Units. (a) An LTIP Holder Unitholder shall have the right (the “Conversion Right”), at its his or her option, at any time to convert all or a portion of its his or her Vested LTIP Units into Limited Common Partnership Units; provided, however, that an LTIP Holder a holder may not exercise the Conversion Right for fewer less than one thousand (1,000) Vested LTIP Units or, if such LTIP Holder holder holds fewer less than one thousand (1,000) Vested LTIP Units, all of the LTIP Holder’s Vested LTIP UnitsUnits held by such holder. LTIP Holders Unitholders shall not have the right to convert Unvested LTIP Incentive Units into Limited Common Partnership Units until they become Vested LTIP Units; provided, however, that when a LTIP Holder Unitholder is notified of the expected occurrence of an event that will cause its his or her Unvested LTIP Incentive Units to become Vested LTIP Units, such Person LTIP Unitholder may give the Partnership a Conversion Notice conditioned upon and effective as of the time of vesting, vesting and such Conversion Notice, unless subsequently revoked by the LTIP HolderUnitholder, shall be accepted by the Partnership subject to such condition. The General Partner shall have the right at any time to cause a conversion of Vested LTIP Units into Limited Common Partnership Units. In all cases, the conversion of any LTIP Units into Limited Common Partnership Units shall be subject to the conditions and procedures set forth in this Section 4.57.7.

Conversion of LTIP Units. (a) An LTIP Holder Unitholder shall have the right (the “Conversion Right”), at its his or her option, at any time to convert all or a portion of its his or her Vested LTIP Units into Limited Common Partnership Units; provided, however, that an LTIP Holder a holder may not exercise the Conversion Right for fewer less than one thousand (1,000) Vested LTIP Units or, if such LTIP Holder holder holds fewer less than one thousand (1,000) Vested LTIP Units, all of the LTIP Holder’s Vested LTIP UnitsUnits held by such holder. LTIP Holders Unitholders shall not have the right to convert Unvested LTIP Incentive Units into Limited Common Partnership Units until they become Vested LTIP Units; provided, however, that when a LTIP Holder Unitholder is notified of the expected occurrence of an event that will cause its his or her Unvested LTIP Incentive Units to become Vested LTIP Units, such Person LTIP Unitholder may give the Partnership a Conversion Notice conditioned upon and effective as of the time of vesting, vesting and such Conversion Notice, unless subsequently revoked by the LTIP HolderUnitholder, shall be accepted by the Partnership subject to such condition. The General Partner shall have the right at any time to cause a conversion of Vested LTIP Units into Limited Common Partnership Units. In all cases, the conversion of any LTIP Units into Limited Common Partnership Units shall be subject to the conditions and procedures set forth in this Section 4.57.9.

Conversion of LTIP Units. (a) An A. Unless otherwise provided in an LTIP Holder Award or Vesting Agreement or by the Managing Member with respect to any particular class or series of LTIP Units, an LTIP Unitholder shall have the right (the “Conversion Right”), at its option, at any time to convert all or a portion of its Vested LTIP Units into Limited Partnership Membership Common Units; provided, however, that an LTIP Holder a holder may not exercise the Conversion Right for fewer less than one thousand (1,000) Vested LTIP Units or, if such LTIP Holder holder holds fewer less than one thousand (1,000) Vested LTIP Units, all of the LTIP Holder’s Vested LTIP UnitsUnits held by such holder. LTIP Holders Unitholders shall not have the right to convert Unvested LTIP Units into Limited Partnership Membership Common Units until they become Vested LTIP Units; provided, however, that when a an LTIP Holder Unitholder is notified of the expected occurrence of an event that will cause its his or her Unvested LTIP Units to become Vested LTIP Units, such Person LTIP Unitholder may give the Partnership Company a Conversion Notice conditioned upon and effective as of the time of vesting, vesting and such Conversion Notice, unless subsequently revoked by the LTIP HolderUnitholder, shall be accepted by the Partnership Company subject to such condition. The General Partner shall have the right at any time to cause a conversion of Vested LTIP Units into Limited Partnership Units. In all cases, the conversion of any LTIP Units into Limited Partnership Membership Common Units shall be subject to the conditions and procedures set forth in this Section 4.54.6.

Conversion of LTIP Units. (a) A. An LTIP Holder Unitholder shall have the right (the “Conversion Right”), at its his or her option, at any time to convert all or a portion of its his or her Vested LTIP Units into Limited Partnership Units; provided, however, that an LTIP Holder a holder may not exercise the Conversion Right for fewer less than one thousand (1,000) 100 Vested LTIP Units or, if such LTIP Holder holder holds fewer less than one thousand (1,000) 100 Vested LTIP Units, all of the LTIP Holder’s Vested LTIP Units held by such holder. Notwithstanding the foregoing, in no event may a holder of Vested LTIP Units convert a number of Vested LTIP Units that exceeds (x) the Economic Capital Account Balance of such Limited Partner, to the extent attributable to its ownership of LTIP Units, divided by (y) the Partnership Unit Economic Balance, in each case as determined as of the effective date of conversion (the “Capital Account Limitation”). LTIP Holders Unitholders shall not have the right to convert Unvested LTIP Units into Limited Partnership Units until they become Vested LTIP Units; provided, however, that when a an LTIP Holder Unitholder is notified of the expected occurrence of an event that will cause its his or her Unvested LTIP Units to become Vested LTIP Units, such Person LTIP Unitholder may give the Partnership a Conversion Notice conditioned upon and effective as of the time of vesting, vesting and such Conversion Notice, unless subsequently revoked by the LTIP HolderUnitholder, shall be accepted by the Partnership subject to such condition. The General Partner shall have the right at any time to cause a conversion of Vested LTIP Units into Limited Partnership Units. In all cases, the conversion of any LTIP Units into Limited Partnership Units shall be subject to the conditions and procedures set forth in this Section 4.58.7.

Conversion of LTIP Units. (a) An Subject to the provisions of this Section 4.05, an LTIP Holder Unitholder shall have the right (the “Conversion Right”), at its such holder’s option, at any time to convert all or a portion of its such holder’s Vested LTIP Units into Limited Partnership Common Units; provided, however, provided that an LTIP Holder a holder may not exercise the Conversion Right for fewer less than one thousand (1,000) 1,000 Vested LTIP Units or, if such LTIP Holder holder holds fewer less than one thousand (1,000) 1,000 Vested LTIP Units, all of the LTIP Holder’s Vested LTIP UnitsUnits held by such holder. LTIP Holders Unitholders shall not have the right to convert Unvested LTIP Units into Limited Partnership Common Units until they become Vested LTIP Units; provided, however, provided that when a an LTIP Holder Unitholder is notified of the expected occurrence of an event that will cause its such LTIP Unitholder’s Unvested LTIP Units to become Vested LTIP Units, such Person LTIP Unitholder may give the Partnership a Conversion Notice conditioned upon and effective as of the time of vesting, vesting and such Conversion Notice, unless subsequently revoked by the LTIP HolderUnitholder, shall be accepted by the Partnership subject to such condition. The General Partner shall have the right at any time to cause a conversion of Vested LTIP Units into Limited Partnership Common Units. In all cases, the conversion of any LTIP Units into Limited Partnership Common Units shall be subject to the conditions and procedures set forth in this Section 4.54.05.

Conversion of LTIP Units. (a) An Unless otherwise provided in an LTIP Holder Award or Vesting Agreement or by the General Partner with respect to any particular class or series of LTIP Units, an LTIP Unitholder shall have the right (the “Conversion Right”), at its his or her option, at any time to convert all or a portion of its his or her Vested LTIP Units into Limited Partnership OP Units; provided, however, that an LTIP Holder a holder may not exercise the Conversion Right for fewer less than one thousand (1,000) 1,000 Vested LTIP Units or, if such LTIP Holder holder holds fewer less than one thousand (1,000) 1,000 Vested LTIP Units, all of the LTIP Holder’s Vested LTIP UnitsUnits held by such holder. LTIP Holders Unitholders shall not have the right to convert Unvested LTIP Units into Limited Partnership OP Units until they become Vested LTIP Units; provided, however, that when a an LTIP Holder Unitholder is notified of the expected occurrence of an event that will cause its his or her Unvested LTIP Units to become Vested LTIP Units, such Person LTIP Unitholder may give the Partnership a Conversion Notice conditioned upon and effective as of the time of vesting, vesting and such Conversion Notice, unless subsequently revoked by the LTIP HolderUnitholder, shall be accepted by the Partnership subject to such condition. The General Partner shall have the right at any time to cause a conversion of Vested LTIP Units into Limited Partnership OP Units. In all cases, the conversion of any LTIP Units into Limited Partnership OP Units shall be subject to the conditions and procedures set forth in this Section 4.54.07.

Conversion of LTIP Units. (a) An Unless otherwise provided in an LTIP Holder Award or Vesting Agreement or by the General Partner with respect to any particular class or series of LTIP Units, an LTIP Unitholder shall have the right (the “Conversion Right”), at its his or her option, at any time to convert all or a portion of its his or her Vested LTIP Units into Limited Partnership OP Units; provided, however, that an LTIP Holder a holder may not exercise the Conversion Right for fewer less than one thousand (1,000) Vested LTIP Units or, if such LTIP Holder holder holds fewer less than one thousand (1,000) Vested LTIP Units, all of the LTIP Holder’s Vested LTIP UnitsUnits held by such holder. LTIP Holders Unitholders shall not have the right to convert Unvested LTIP Units into Limited Partnership OP Units until they become Vested LTIP Units; provided, however, that when a an LTIP Holder Unitholder is notified of the expected occurrence of an event that will cause its his or her Unvested LTIP Units to become Vested LTIP Units, such Person LTIP Unitholder may give the Partnership a Conversion Notice conditioned upon and effective as of the time of vesting, vesting and such Conversion Notice, unless subsequently revoked by the LTIP HolderUnitholder, shall be accepted by the Partnership subject to such condition. The General Partner shall have the right at any time to cause a conversion of Vested LTIP Units into Limited Partnership Units. In all cases, the conversion of any LTIP Units into Limited Partnership OP Units shall be subject to the conditions and procedures set forth in this Section 4.54.7.

Conversion of LTIP Units. (a) An LTIP Holder Unitholder shall have the right (the “Conversion Right”), at its his or her option, at any time to convert all or a portion of its his or her Vested LTIP Units into Limited Partnership Common Units; provided, however, that an LTIP Holder a holder may not exercise the Conversion Right for fewer less than one thousand (1,000) Vested LTIP Units or, if such LTIP Holder holder holds fewer less than one thousand (1,000) Vested LTIP Units, all of the LTIP Holder’s Vested LTIP UnitsUnits held by such holder. LTIP Holders Unitholders shall not have the right to convert Unvested LTIP Incentive Units into Limited Partnership Common Units until they become Vested LTIP Units; provided, however, that when a LTIP Holder Unitholder is notified of the expected occurrence of an event that will cause its his or her Unvested LTIP Incentive Units to become Vested LTIP Units, such Person LTIP Unitholder may give the Partnership Company a Conversion Notice conditioned upon and effective as of the time of vesting, vesting and such Conversion Notice, unless subsequently revoked by the LTIP HolderUnitholder, shall be accepted by the Partnership Company subject to such condition. The General Partner Manager shall have the right at any time to cause a conversion of Vested LTIP Units into Limited Partnership Common Units. In all cases, the conversion of any LTIP Units into Limited Partnership Common Units shall be subject to the conditions and procedures set forth in this Section 4.57.6.

Conversion of LTIP Units. (ai) An Subject to Section 4.4.E(ii), a Holder of LTIP Holder Units shall have the right (the “Conversion Right”), at its his or her option, at any time to convert all or a portion of its his or her Vested LTIP Units into Limited Partnership Common Units; provided, however, that an LTIP Holder a holder may not exercise the Conversion Right for fewer less than one thousand (1,000) 100 Vested LTIP Units or, if such LTIP Holder holder holds fewer less than one thousand (1,000) 100 Vested LTIP Units, all of the LTIP Holder’s Vested LTIP UnitsUnits held by such holder. A Holder of LTIP Holders Units shall not have the right to convert Unvested LTIP Units into Limited Partnership Common Units until they become Vested LTIP Units; provided, however, that when a Holder of LTIP Holder Units is notified of the expected occurrence of an event that will cause its his or her Unvested LTIP Units to become Vested LTIP Units, such Person Holder of LTIP Units may give the Partnership a Conversion Notice (as defined in Section 4.4.E(ii) below) conditioned upon and effective as of the time of vesting, vesting and such Conversion Notice, unless subsequently revoked by the such Holder of LTIP HolderUnits, shall be accepted by the Partnership subject to such condition. The General Partner shall have the right at any time to cause a conversion of Vested LTIP Units into Limited Partnership Common Units. In all cases, the conversion of any LTIP Units into Limited Partnership Common Units shall be subject to the conditions and procedures set forth in this Section 4.54.4.

Conversion of LTIP Units. (a) An A. A LTIP Holder Unitholder shall have the right (the “Conversion Right”), at its option, at any time to convert all or a portion of its Vested LTIP Units into Limited Partnership Ordinary Units; provided, however, that an a LTIP Holder Unitholder may not exercise the Conversion Right for fewer less than one thousand (1,000) Vested LTIP Units or, if such LTIP Holder Unitholder holds fewer less than one thousand (1,000) Vested LTIP Units, all of the LTIP Holder’s Vested LTIP UnitsUnits held by such LTIP Unitholder. LTIP Holders Unitholders shall not have the right to convert Unvested LTIP Units into Limited Partnership Ordinary Units until they become Vested LTIP Units; provided, however, that when a LTIP Holder Unitholder is notified of the expected occurrence of an event that will cause its his or her Unvested LTIP Units to become Vested LTIP Units, such Person LTIP Unitholder may give the Partnership a Conversion Notice conditioned upon and effective as of the time of vesting, vesting and such Conversion Notice, unless subsequently revoked by the LTIP HolderUnitholder, shall be accepted by the Partnership subject to such condition. The General Partner shall have the right at any time to cause a conversion of Vested LTIP Units into Limited Partnership Units. In all cases, the conversion of any LTIP Units into Limited Partnership Ordinary Units shall be subject to the conditions and procedures set forth in this Section 4.58.8.

Conversion of LTIP Units. (a) An LTIP Holder Unitholder shall have the right (the “Conversion Right”), at its his or her option, at any time to convert all or a portion of its his or her Vested LTIP Units into Limited Partnership OP Units; provided, however, that an LTIP Holder a holder may not exercise the Conversion Right for fewer less than one thousand hundred (1,000100) Vested LTIP Units or, if such LTIP Holder holder holds fewer less than one thousand hundred (1,000100) Vested LTIP Units, all of the LTIP Holder’s Vested LTIP Units held by such holder. Notwithstanding the foregoing, in no event may a holder of Vested LTIP Units convert a number of Vested LTIP Units that exceeds (x) the Economic Capital Account Balance of such Limited Partner, to the extent attributable to its ownership of LTIP Units, divided by (y) the OP Unit Economic Balance, in each case as determined as of the effective date of conversion (the “Capital Account Limitation”). LTIP Holders Unitholders shall not have the right to convert Unvested LTIP Units into Limited Partnership OP Units until they become Vested LTIP Units; provided, however, that when a an LTIP Holder Unitholder is notified of the expected occurrence of an event that will cause its his or her Unvested LTIP Units to become Vested LTIP Units, such Person LTIP Unitholder may give the Partnership a Conversion Notice conditioned upon and effective as of the time of vesting, vesting and such Conversion Notice, unless subsequently revoked by the LTIP HolderUnitholder, shall be accepted by the Partnership subject to such condition. The Subject to Section 8.7(c), the General Partner shall have the right at any time to cause a conversion of Vested LTIP Units into Limited Partnership OP Units. In all cases, the conversion of any LTIP Units into Limited Partnership OP Units shall be subject to the conditions and procedures set forth in this Section 4.58.7.

Conversion of LTIP Units. (a) An Unless otherwise provided in an LTIP Holder Award or Vesting Agreement or by the General Partner with respect to any particular class or series of LTIP Units, an LTIP Unitholder shall have the right (the “"Conversion Right”"), at its his or her option, at any time to convert all or a portion of its his or her Vested LTIP Units into Limited Partnership Series PR OP Units; provided, however, that an LTIP Holder a holder may not exercise the Conversion Right for fewer less than one thousand (1,000) 1,000 Vested LTIP Units or, if such LTIP Holder holder holds fewer less than one thousand (1,000) 1,000 Vested LTIP Units, all of the LTIP Holder’s Vested LTIP UnitsUnits held by such holder. LTIP Holders Unitholders shall not have the right to convert Unvested LTIP Units into Limited Partnership Series PR OP Units until they become Vested LTIP Units; provided, however, that when a an LTIP Holder Unitholder is notified of the expected occurrence of an event that will cause its his or her Unvested LTIP Units to become Vested LTIP Units, such Person LTIP Unitholder may give the Partnership a Conversion Notice conditioned upon and effective as of the time of vesting, vesting and such Conversion Notice, unless subsequently revoked by the LTIP HolderUnitholder, shall be accepted by the Partnership subject to such condition. The General Partner shall have the right at any time to cause a conversion of Vested LTIP Units into Limited Partnership Series PR OP Units. In all cases, the conversion of any LTIP Units into Limited Partnership Series PR OP Units shall be subject to the conditions and procedures set forth in this Section 4.54.07.

Conversion of LTIP Units. (a) An Subject to the provisions of this Section 4.05, an LTIP Holder Unitholder shall have the right (the “Conversion Right”), at its such holder’s option, at any time to convert all or a portion of its such holder’s Vested LTIP Units into Limited Partnership Class A Common Units; provided, however, that an LTIP Holder a holder may not exercise the Conversion Right for fewer less than one thousand (1,000) 1,000 Vested LTIP Units or, if such LTIP Holder holder holds fewer less than one thousand (1,000) 1,000 Vested LTIP Units, all of the LTIP Holder’s Vested LTIP UnitsUnits held by such holder. LTIP Holders Unitholders shall not have the right to convert Unvested LTIP Units into Limited Partnership Class A Common Units until they become Vested LTIP Units; provided, however, that when a an LTIP Holder Unitholder is notified of the expected occurrence of an event that will cause its such LTIP Unitholder’s Unvested LTIP Units to become Vested LTIP Units, such Person LTIP Unitholder may give the Partnership a Conversion Notice conditioned upon and effective as of the time of vesting, vesting and such Conversion Notice, unless subsequently revoked by the LTIP HolderUnitholder, shall be accepted by the Partnership subject to such condition. The General Partner shall have the right at any time to cause a conversion of Vested LTIP Units into Limited Partnership Class A Common Units. In all cases, the conversion of any LTIP Units into Limited Partnership Class A Common Units shall be subject to the conditions and procedures set forth in this Section 4.54.05.

Conversion of LTIP Units. (a) An Subject to Section 4.07(b), an LTIP Holder Unitholder shall have the right (the “Conversion Right”), at its his or her option, at any time to convert all or a portion of its his or her Vested LTIP Units into Limited Partnership OP Units; provided, however, that an LTIP Holder a holder may not exercise the Conversion Right for fewer less than one thousand (1,000) 100 Vested LTIP Units or, if such LTIP Holder holder holds fewer less than one thousand (1,000) 100 Vested LTIP Units, all of the LTIP Holder’s Vested LTIP UnitsUnits held by such holder. LTIP Holders Unitholders shall not have the right to convert Unvested LTIP Incentive Units into Limited Partnership OP Units until they become Vested LTIP Units; provided, however, that when a an LTIP Holder Unitholder is notified of the expected occurrence of an event that will cause its his or her Unvested LTIP Incentive Units to become Vested LTIP Units, such Person LTIP Unitholder may give the Partnership a Conversion Notice conditioned upon and effective as of the time of vesting, vesting and such Conversion Notice, unless subsequently revoked by the LTIP HolderUnitholder, shall be accepted by the Partnership subject to such condition. The General Partner shall have the right at any time to cause a conversion of Vested LTIP Units into Limited Partnership OP Units. In all cases, the conversion of any LTIP Units into Limited Partnership OP Units shall be subject to the conditions and procedures set forth in this Section 4.54.07.

Conversion of LTIP Units. (a) An Unless otherwise provided in an LTIP Holder Award or Vesting Agreement or by the General Partner with respect to any particular class or series of LTIP Units, an LTIP Unitholder shall have the right (the “Conversion Right”), at its his or her option, at any time to convert all or a portion of its his or her Vested LTIP Units into Limited Partnership Series PR OP Units; provided, however, that an LTIP Holder a holder may not exercise the Conversion Right for fewer less than one thousand (1,000) 1,000 Vested LTIP Units or, if such LTIP Holder holder holds fewer less than one thousand (1,000) 1,000 Vested LTIP Units, all of the LTIP Holder’s Vested LTIP UnitsUnits held by such holder. LTIP Holders Unitholders shall not have the right to convert Unvested LTIP Units into Limited Partnership Series PR OP Units until they become Vested LTIP Units; provided, however, that when a an LTIP Holder Unitholder is notified of the expected occurrence of an event that will cause its his or her Unvested LTIP Units to become Vested LTIP Units, such Person LTIP Unitholder may give the Partnership a Conversion Notice conditioned upon and effective as of the time of vesting, vesting and such Conversion Notice, unless subsequently revoked by the LTIP HolderUnitholder, shall be accepted by the Partnership subject to such condition. The General Partner shall have the right at any time to cause a conversion of Vested LTIP Units into Limited Partnership Series PR OP Units. In all cases, the conversion of any LTIP Units into Limited Partnership Series PR OP Units shall be subject to the conditions and procedures set forth in this Section 4.54.07.

Conversion of LTIP Units. (a) An LTIP Holder shall have the right (the “Conversion Right”), at its option, at any time to convert all or a portion of its Vested LTIP Units into Limited Partnership Units; provided, however, that an LTIP Holder may not exercise the Conversion Right for fewer than one thousand (1,000) Vested LTIP Units or, if such LTIP Holder holds fewer than one thousand (1,000) Vested LTIP Units, all of the LTIP Holder’s 's Vested LTIP Units. LTIP Holders shall not have the right to convert Unvested LTIP Units into Limited Partnership Units until they become Vested LTIP Units; provided, however, that when a LTIP Holder is notified of the expected occurrence of an event that will cause its Unvested LTIP Units to become Vested LTIP Units, such Person may give the Partnership a Conversion Notice conditioned upon and effective as of the time of vesting, and such Conversion Notice, unless subsequently revoked by the LTIP Holder, shall be accepted by the Partnership subject to such condition. The General Partner shall have the right at any time to cause a conversion of Vested LTIP Units into Limited Partnership Units. In all cases, the conversion of any LTIP Units into Limited Partnership Units shall be subject to the conditions and procedures set forth in this Section 4.5.

Conversion of LTIP Units. (a) A. An LTIP Holder Unitholder shall have the right (the “Conversion Right”), at its his or her option, at any time to convert all or a portion of its his or her Vested LTIP Units into Limited Partnership OP Units; provided, however, that an LTIP Holder a holder may not exercise the Conversion Right for fewer less than one thousand (1,000) [100] Vested LTIP Units or, if such LTIP Holder holder holds fewer less than one thousand (1,000) [100] Vested LTIP Units, all of the LTIP Holder’s Vested LTIP UnitsUnits held by such holder. LTIP Holders Unitholders shall not have the right to convert Unvested LTIP Incentive Units into Limited Partnership OP Units until they become Vested LTIP Units; provided, however, that when a an LTIP Holder Unitholder is notified of the expected occurrence of an event that will cause its his or her Unvested LTIP Incentive Units to become Vested LTIP Units, such Person LTIP Unitholder may give the Partnership a Conversion Notice conditioned upon and effective as of the time of vesting, vesting and such Conversion Notice, unless subsequently revoked by the LTIP HolderUnitholder, shall be accepted by the Partnership subject to such condition. The Partnership, at any time at the election of the General Partner Partner, shall have the right at any time to cause a conversion of Vested LTIP Units into Limited Partnership OP Units. In all cases, the conversion of any LTIP Units into Limited Partnership OP Units shall be subject to the conditions and procedures set forth in this Section 4.54.7.

Conversion of LTIP Units. (af) An LTIP Holder Unitholder shall have the right (the “Conversion Right”), at its his or her option, at any time to convert all or a portion of its his or her Vested LTIP Units into Limited Partnership Common Units; provided, however, that an LTIP Holder a holder may not exercise the Conversion Right for fewer less than one thousand (1,000) Vested LTIP Units or, if such LTIP Holder holder holds fewer less than one thousand (1,000) Vested LTIP Units, all of the LTIP Holder’s Vested LTIP UnitsUnits held by such holder. LTIP Holders Unitholders shall not have the right to convert Unvested LTIP Incentive Units into Limited Partnership Common Units until they become Vested LTIP Units; provided, however, that when a LTIP Holder Unitholder is notified of the expected occurrence of an event that will cause its his or her Unvested LTIP Incentive Units to become Vested LTIP Units, such Person LTIP Unitholder may give the Partnership Company a Conversion Notice conditioned upon and effective as of the time of vesting, vesting and such Conversion Notice, unless subsequently revoked by the LTIP HolderUnitholder, shall be accepted by the Partnership Company subject to such condition. The General Partner Manager shall have the right at any time to cause a conversion of Vested LTIP Units into Limited Partnership Common Units. In all cases, the conversion of any LTIP Units into Limited Partnership Common Units shall be subject to the conditions and procedures set forth in this Section 4.57.6.

Conversion of LTIP Units. (a) An A. A LTIP Holder Unitholder shall have the right (the “Conversion Right”"CONVERSION RIGHT"), at its his or her option, at any time to convert all or a portion of its his or her Vested LTIP Units into Limited Partnership Common Units; providedPROVIDED, howeverHOWEVER, that an LTIP Holder a holder may not exercise the Conversion Right for fewer less than one thousand three hundred (1,000300) Vested LTIP Units or, if such LTIP Holder holder holds fewer less than one thousand (1,000) Vested LTIP Units, all of the LTIP Holder’s Vested LTIP UnitsUnits held by such holder. LTIP Holders Unitholders shall not have the right to convert Unvested LTIP Incentive Units into Limited Partnership Common Units until they become Vested LTIP Units; providedPROVIDED, howeverHOWEVER, that when a LTIP Holder Unitholder is notified of the expected occurrence of an event that will cause its his or her Unvested LTIP Incentive Units to become Vested LTIP Units, such Person LTIP Unitholder may give the Partnership a Conversion Notice conditioned upon and effective as of the time of vesting, vesting and such Conversion Notice, unless subsequently revoked by the LTIP HolderUnitholder, shall be accepted by the Partnership subject to such condition. The General Partner shall have the right at any time to cause a conversion of Vested LTIP Units into Limited Partnership Common Units. In all cases, the conversion of any LTIP Units into Limited Partnership Common Units shall be subject to the conditions and procedures set forth in this Section 4.58.8.

Conversion of LTIP Units. (a) A. An LTIP Holder Unitholder shall have the right (the “Conversion Right”), at its such holder’s option, at any time to convert all or a portion of its such holder’s Vested LTIP Units into Limited Partnership Common Units; provided, however, that an LTIP Holder a holder may not exercise the Conversion Right for fewer less than one thousand (1,000) 1,000 Vested LTIP Units or, if such LTIP Holder holder holds fewer less than one thousand (1,000) 1,000 Vested LTIP Units, all of the LTIP Holder’s Vested LTIP UnitsUnits then held by such holder. LTIP Holders Unitholders shall not have the right to convert Unvested LTIP Units into Limited Partnership Common Units until they become Vested LTIP Units; provided, however, that when a an LTIP Holder Unitholder is notified of the expected occurrence of an event that will cause its such LTIP Unitholder’s Unvested LTIP Units to become Vested LTIP Units, such Person LTIP Unitholder may give the Partnership a Conversion Notice conditioned upon and effective as of the time of vesting, vesting and such Conversion Notice, unless subsequently revoked by the LTIP HolderUnitholder, shall be accepted by the Partnership subject to such condition. The General Partner shall have the right at any time to cause a conversion of Vested LTIP Units into Limited Partnership Common Units. In all cases, the conversion of any LTIP Units into Limited Partnership Common Units shall be subject to the conditions and procedures set forth in this Section 4.54.11.

Conversion of LTIP Units. (a) An Unless otherwise provided in an LTIP Holder Award or Vesting Agreement or by the General Partner with respect to any particular class or series of LTIP Units, an LTIP Unitholder shall have the right (the “Conversion Right”), at its his or her option, at any time to convert all or a portion of its his or her Vested LTIP Units into Limited Partnership an equal number of fully paid and nonassessable OP Units, giving effect to any adjustments made pursuant to Section 4.06; provided, however, that in no event may an LTIP Unitholder convert a number of Vested LTIP Units that exceeds (x) the Economic Capital Account Balance of such Limited Partner, to the extent attributable to its ownership of LTIP Units, divided by (y) the OP Unit Economic Balance, in each case as determined as of the effective date of conversion (the “Capital Account Limitation”), into OP Units. Notwithstanding the foregoing, a Holder may not exercise the Conversion Right for fewer less than one thousand (1,000) 1,000 Vested LTIP Units or, if such LTIP Holder holder holds fewer less than one thousand (1,000) 1,000 Vested LTIP Units, all of the LTIP Holder’s Vested LTIP UnitsUnits held by such holder. LTIP Holders Unitholders shall not have the right to convert Unvested LTIP Units into Limited Partnership OP Units until they become Vested LTIP Units; provided, however, that when a an LTIP Holder Unitholder is notified of the expected occurrence of an event that will cause its his or her Unvested LTIP Units to become Vested LTIP Units, such Person LTIP Unitholder may give the Partnership a Conversion Notice conditioned upon and effective as of the time of vesting, vesting and such Conversion Notice, unless subsequently revoked by the LTIP HolderUnitholder, shall be accepted by the Partnership subject to such condition. The General Partner shall have the right at any time to cause a conversion of Vested LTIP Units into Limited Partnership Units. In all cases, the conversion of any LTIP Units into Limited Partnership OP Units shall be subject to the conditions and procedures set forth in this Section 4.54.07.

Conversion of LTIP Units. (a) An LTIP Holder Unitholder shall have the right (the “Conversion Right”), at its his or her option, at any time to convert all or a portion of its his or her Vested LTIP Units into Limited Partnership OP Units; provided, however, that an LTIP Holder a holder may not exercise the Conversion Right for fewer less than one thousand (1,000) 100 Vested LTIP Units or, if such LTIP Holder holder holds fewer less than one thousand (1,000) 100 Vested LTIP Units, all of the LTIP Holder’s Vested LTIP UnitsUnits held by such holder. LTIP Holders Unitholders shall not have the right to convert Unvested LTIP Units into Limited Partnership OP Units until they become Vested LTIP Units; provided, however, that when a an LTIP Holder Unitholder is notified of the expected occurrence of an event that will cause its his or her Unvested LTIP Units to become Vested LTIP Units, such Person LTIP Unitholder may give the Partnership a Conversion Notice conditioned upon and effective as of the time of vesting, vesting and such Conversion Notice, unless subsequently revoked by the LTIP HolderUnitholder, shall be accepted by the Partnership subject to such condition. The General Partner shall have the right at any time to cause a conversion of Vested LTIP Units into Limited Partnership OP Units. In all cases, the conversion of any LTIP Units into Limited Partnership OP Units shall be subject to the conditions and procedures set forth in this Section 4.54.07.

Conversion of LTIP Units. (a) An LTIP Holder Unitholder shall have the right (the “Conversion Right”), at its his or her option, at any time to convert all or a portion of its his or her Vested LTIP Units into Limited Partnership OP Units; provided, however, that an LTIP Holder a holder may not exercise the Conversion Right for fewer less than one thousand (1,000) 1,000 Vested LTIP Units or, if such LTIP Holder holder holds fewer less than one thousand (1,000) 1,000 Vested LTIP Units, all of the LTIP Holder’s Vested LTIP UnitsUnits held by such holder. LTIP Holders Unitholders shall not have the right to convert Unvested LTIP Units into Limited Partnership OP Units until they become Vested LTIP Units; provided, however, that when a an LTIP Holder Unitholder is notified of the expected occurrence of an event that will cause its his or her Unvested LTIP Units to become Vested LTIP Units, such Person LTIP Unitholder may give the Partnership a Conversion Notice conditioned upon and effective as of the time of vesting, and such Conversion Notice, unless subsequently revoked by the LTIP HolderUnitholder, shall be accepted by the Partnership subject to such condition. The General Partner shall have the right at any time to cause a conversion of Vested LTIP Units into Limited Partnership OP Units. In all cases, the conversion of any LTIP Units into Limited Partnership OP Units shall be subject to the conditions and procedures set forth in this Section 4.54.05.

Conversion of LTIP Units. (a) An Subject to the terms of the Incentive Plans and the applicable Award Agreement, or as otherwise provided herein, to the extent that an LTIP Holder Unit is fully vested and no longer subject to forfeiture, the LTIP Unitholder of such LTIP Unit shall have the right (the “LTIP Conversion Right”), at its his or her option, at any time to convert all or the LTIP Unit into a portion of its Vested LTIP Units into Limited Partnership UnitsCommon Unit; provided, however, that an LTIP Holder a holder may not exercise the LTIP Conversion Right for fewer less than one thousand (1,000) Vested 1,000 LTIP Units or, if such LTIP Holder holder holds fewer less than one thousand (1,000) Vested 1,000 LTIP Units, all of the LTIP Holder’s Vested LTIP Units. LTIP Holders shall not have the right to convert Unvested vested LTIP Units into Limited Partnership Units until they become Vested LTIP Units; provided, however, that when a LTIP Holder is notified of the expected occurrence of an event that will cause its Unvested LTIP Units to become Vested LTIP Units, held by such Person may give the Partnership a Conversion Notice conditioned upon and effective as of the time of vestingholder, and such Conversion Notice, unless subsequently revoked holder must comply with all applicable procedures and policies as may be required by the LTIP HolderManaging Member to effect such conversion. Notwithstanding the foregoing, shall be accepted by the Partnership subject to such condition. The General Partner Managing Member shall have the right right, but not the obligation, at any time to cause a conversion of Vested LTIP Units into Limited Partnership Common Units. In all cases, If a holder of EFC LTIP Units exercises its right pursuant to the conversion of any EFC Operating Agreement to convert its EFC LTIP Units into Limited Partnership EFC Shares, then an equal number of LTIP Units held by the Managing Member shall be subject to automatically converted into Common Units effective as of the conditions date such EFC LTIP Units are converted into EFC Shares, unless the Managing Member in, its sole and procedures set forth in this Section 4.5absolute discretion, determines that such LTIP Units should not be converted into Common Units.

Conversion of LTIP Units. (a) A. An LTIP Holder Unitholder shall have the right (the “Conversion Right”), at its his or her option, at any time to convert all or a portion of its his or her Vested LTIP Units into Limited Partnership OP Units; provided, however, that an LTIP Holder a holder may not exercise the Conversion Right for fewer less than one thousand (1,000) 100 Vested LTIP Units or, if such LTIP Holder holder holds fewer less than one thousand (1,000) 100 Vested LTIP Units, all of the LTIP Holder’s Vested LTIP UnitsUnits held by such holder. LTIP Holders Unitholders shall not have the right to convert Unvested LTIP Incentive Units into Limited Partnership OP Units until they become Vested LTIP Units; provided, however, that when a an LTIP Holder Unitholder is notified of the expected occurrence of an event that will cause its his or her Unvested LTIP Incentive Units to become Vested LTIP Units, such Person LTIP Unitholder may give the Partnership a Conversion Notice conditioned upon and effective as of the time of vesting, vesting and such Conversion Notice, unless subsequently revoked by the LTIP HolderUnitholder, shall be accepted by the Partnership subject to such condition. The Partnership, at any time at the election of the General Partner Partner, shall have the right at any time to cause a conversion of Vested LTIP Units into Limited Partnership OP Units. In all cases, the conversion of any LTIP Units into Limited Partnership OP Units shall be subject to the conditions and procedures set forth in this Section 4.54.7.

Conversion of LTIP Units. (a) An LTIP Holder shall have the right (the “Conversion Right”), at its option, at any time to convert all or a portion of its Vested LTIP Units into Limited Partnership Common Units; provided, however, that an LTIP Holder a holder may not exercise the Conversion Right for fewer less than one thousand (1,000) 1,000 Vested LTIP Units or, if such LTIP Holder holder holds fewer less than one thousand (1,000) 1,000 Vested LTIP Units, all of the LTIP Holder’s Vested LTIP UnitsUnits held by such holder. LTIP Holders shall not have the right to convert Unvested LTIP Units into Limited Partnership Common Units until they become Vested LTIP Units; provided, however, that when a LTIP Holder is notified of the expected occurrence of an event that will cause its Unvested LTIP Units to become Vested LTIP Units, such Person LTIP Holder may give the Partnership a Conversion Notice conditioned upon and effective as of the time of vesting, vesting and such Conversion Notice, unless subsequently revoked by the LTIP Holder, shall be accepted by the Partnership subject to such condition. The General Partner shall have the right at any time to cause a conversion of Vested LTIP Units into Limited Partnership Common Units. In all cases, the conversion of any LTIP Units into Limited Partnership Common Units shall be subject to the conditions and procedures set forth in this Section 4.54.05.

Conversion of LTIP Units. (a) An LTIP Holder Unitholder shall have the right (the “Conversion Right”), at its his or her option, at any time to convert all or a portion of its his or her Vested LTIP Units into Limited Partnership OP Units; provided, however, that an LTIP Holder a holder may not exercise the Conversion Right for fewer less than one thousand (1,000) 300 Vested LTIP Units or, if such LTIP Holder holder holds fewer less than one thousand (1,000) 300 Vested LTIP Units, all of the LTIP Holder’s Vested LTIP UnitsUnits held by such holder. LTIP Holders Unitholders shall not have the right to convert Unvested LTIP Units into Limited Partnership OP Units until they become Vested LTIP Units; provided, however, that when a an LTIP Holder Unitholder is notified of the expected occurrence of an event that will cause its his or her Unvested LTIP Units to become Vested LTIP Units, such Person LTIP Unitholder may give the Partnership a Conversion Notice conditioned upon and effective as of the time of vesting, vesting and such Conversion Notice, unless subsequently revoked by the LTIP HolderUnitholder, shall be accepted by the Partnership subject to such condition. The General Partner shall have the right at any time to cause a conversion of Vested LTIP Units into Limited Partnership OP Units. In all cases, the conversion of any LTIP Units into Limited Partnership OP Units shall be subject to the conditions and procedures set forth in this Section 4.54.05.

Conversion of LTIP Units. (a) An LTIP Holder Unitholder shall have the right (the “Conversion Right”), at its his or her option, at any time to convert all or a portion of its his or her Vested LTIP Units into Limited Partnership Common Units; provided, however, that an LTIP Holder a holder may not exercise the Conversion Right for fewer less than one thousand hundred (1,000100) Vested LTIP Units or, if such LTIP Holder holder holds fewer less than one thousand hundred (1,000100) Vested LTIP Units, all of the LTIP Holder’s Vested LTIP Units held by such holder. Notwithstanding the foregoing, in no event may a holder of Vested LTIP Units convert a number of Vested LTIP Units that exceeds (x) the Economic Capital Account Balance of such Limited Partner, to the extent attributable to its ownership of LTIP Units, divided by (y) the Common Unit Economic Balance, in each case as determined as of the effective date of conversion (the “Capital Account Limitation “). LTIP Holders Unitholders shall not have the right to convert Unvested LTIP Units into Limited Partnership Common Units until they become Vested LTIP Units; provided, however, that when a an LTIP Holder Unitholder is notified of the expected occurrence of an event that will cause its his or her Unvested LTIP Units to become Vested LTIP Units, such Person LTIP Unitholder may give the Partnership a Conversion Notice conditioned upon and effective as of the time of vesting, vesting and such Conversion Notice, unless subsequently revoked by the LTIP HolderUnitholder, shall be accepted by the Partnership subject to such condition. The Subject to Section 8.7(c), the General Partner shall have the right at any time to cause a conversion of Vested LTIP Units into Limited Partnership Common Units. In all cases, the conversion of any LTIP Units into Limited Partnership Common Units shall be subject to the conditions and procedures set forth in this Section 4.58.7.

Conversion of LTIP Units. (a) G. An LTIP Holder Unitholder shall have the right (the “Conversion Right”), at its his or her option, at any time to convert all or a portion of its his or her Vested LTIP Units into Limited Partnership Units; provided, however, that an LTIP Holder a holder may not exercise the Conversion Right for fewer less than one thousand (1,000) 100 Vested LTIP Units or, if such LTIP Holder holder holds fewer less than one thousand (1,000) 100 Vested LTIP Units, all of the LTIP Holder’s Vested LTIP Units held by such holder. Notwithstanding the foregoing, in no event may a holder of Vested LTIP Units convert a number of Vested LTIP Units that exceeds (x) the Economic Capital Account Balance of such Limited Partner, to the extent attributable to its ownership of LTIP Units, divided by (y) the Partnership Unit Economic Balance, in each case as determined as of the effective date of conversion (the “Capital Account Limitation”). LTIP Holders Unitholders shall not have the right to convert Unvested LTIP Units into Limited Partnership Units until they become Vested LTIP Units; provided, however, that when a an LTIP Holder Unitholder is notified of the expected occurrence of an event that will cause its his or her Unvested LTIP Units to become Vested LTIP Units, such Person LTIP Unitholder may give the Partnership a Conversion Notice conditioned upon and effective as of the time of vesting, vesting and such Conversion Notice, unless subsequently revoked by ACTIVE 58772069v.4 the LTIP HolderUnitholder, shall be accepted by the Partnership subject to such condition. The General Partner shall have the right at any time to cause a conversion of Vested LTIP Units into Limited Partnership Units. In all cases, the conversion of any LTIP Units into Limited Partnership Units shall be subject to the conditions and procedures set forth in this Section 4.58.7.

Conversion of LTIP Units. (a) An Subject to the provisions of this section, an LTIP Holder shall have the right Unitholder, at such LTIP Unitholder’s option, at any time, may elect to convert (the “Conversion Right”), at its option, at any time to convert ) all or a portion of its such LTIP Unitholder’s Vested LTIP Units into Limited Partnership Common Units; provided, however, that an . An LTIP Holder Unitholder may not exercise the Conversion Right for fewer less than one thousand (1,000) 1,000 Vested LTIP Units or, if such LTIP Holder holder holds fewer less than one thousand (1,000) 1,000 Vested LTIP Units, all of the LTIP Holder’s Vested LTIP UnitsUnits held by such holder. LTIP Holders Unitholders shall not have the right to convert Unvested LTIP Units into Limited Partnership Common Units until they become Vested LTIP Units; provided, however, that when a . When an LTIP Holder Unitholder is notified of the expected occurrence of an event that will cause its such LTIP Unitholder’s Unvested LTIP Units to become Vested LTIP Units, such Person LTIP Unitholder may give the Partnership a Conversion Notice conditioned upon and effective as of the time of vesting, vesting and such Conversion Notice, unless subsequently revoked by the LTIP HolderUnitholder, which shall be accepted by the Partnership subject to such condition. The General Partner shall have the right at any time to cause a conversion of Vested LTIP Units into Limited Partnership Common Units. In all cases, the conversion of any LTIP Units into Limited Partnership Common Units shall be subject to the conditions and procedures set forth in this Section 4.54.05.

Conversion of LTIP Units. (a) An Unless otherwise provided in an LTIP Holder Award or Vesting Agreement or by the General Partner with respect to any particular class or series of LTIP Units, subject to Section 4.07(b), an LTIP Unitholder shall have the right (the “"Conversion Right”"), at its his or her option, at any time to convert all or a portion of its his or her Vested Parity LTIP Units into Limited Partnership Class A OP Units; provided, however, that an LTIP Holder a holder may not exercise the Conversion Right for fewer less than one thousand (1,000) 100 Vested Parity LTIP Units or, if such LTIP Holder holder holds fewer less than one thousand (1,000) 100 Vested Parity LTIP Units, all of the Vested Parity LTIP Holder’s Vested LTIP UnitsUnits held by such holder. LTIP Holders Unitholders shall not have the right to convert Unvested LTIP Incentive Units into Limited Partnership Class A OP Units until they become Vested Parity LTIP Units; provided, however, that when a an LTIP Holder Unitholder is notified of the expected occurrence of an event that will cause its his or her Unvested LTIP Incentive Units to become Vested Parity LTIP Units, such Person LTIP Unitholder may give the Partnership a Conversion Notice conditioned upon and effective as of the time of vesting, such event and such Conversion Notice, unless subsequently revoked by the LTIP HolderUnitholder, shall be accepted by the Partnership subject to such condition. The General Partner shall have the right at any time to cause a conversion of Vested Parity LTIP Units into Limited Partnership Class A OP Units. In all cases, the conversion of any LTIP Units into Limited Partnership Class A OP Units shall be subject to the conditions and procedures set forth in this Section 4.54.07.

Conversion of LTIP Units. (a) An Subject to the provisions of this Section 4.05, an LTIP Holder Unitholder shall have the right (the “Conversion Right”), at its such holder’s option, at any time to convert all or a portion of its such holder’s Vested LTIP Units into Limited Partnership Common Units; provided, however, that an LTIP Holder a holder may not exercise the Conversion Right for fewer less than one thousand (1,000) 1,000 Vested 13 LTIP Units or, if such LTIP Holder holder holds fewer less than one thousand (1,000) 1,000 Vested LTIP Units, all of the LTIP Holder’s Vested LTIP UnitsUnits held by such holder. LTIP Holders Unitholders shall not have the right to convert Unvested LTIP Units into Limited Partnership Common Units until they become Vested LTIP Units; provided, however, that when a an LTIP Holder Unitholder is notified of the expected occurrence of an event that will cause its such LTIP Unitholder’s Unvested LTIP Units to become Vested LTIP Units, such Person LTIP Unitholder may give the Partnership a Conversion Notice conditioned upon and effective as of the time of vesting, vesting and such Conversion Notice, unless subsequently revoked by the LTIP HolderUnitholder, shall be accepted by the Partnership subject to such condition. The General Partner shall have the right at any time to cause a conversion of Vested LTIP Units into Limited Partnership Common Units. In all cases, the conversion of any LTIP Units into Limited Partnership Common Units shall be subject to the conditions and procedures set forth in this Section 4.54.05.

Conversion of LTIP Units. (a) An LTIP Holder Unitholder shall have the right (the “"Conversion Right”"), at its his or her option, at any time to convert all or a portion of its his or her Vested LTIP Units into Limited Partnership OP Units; provided, however, that an LTIP Holder a holder may not exercise the Conversion Right for fewer less than one thousand (1,000) 1,000 Vested LTIP Units or, if such LTIP Holder holder holds fewer less than one thousand (1,000) Vested LTIP Units, all of the LTIP Holder’s Vested LTIP UnitsUnits held by such holder. LTIP Holders Unitholders shall not have the right to convert Unvested LTIP Units into Limited Partnership OP Units until they become Vested LTIP Units; provided, however, that when a an LTIP Holder Unitholder is notified of the expected occurrence of an event that will cause its his or her Unvested LTIP Units to become Vested LTIP Units, such Person LTIP Unitholder may give the Partnership a Conversion Notice conditioned upon and effective as of the time of vesting, vesting and such Conversion Notice, unless subsequently revoked by the LTIP HolderUnitholder, shall be accepted by the Partnership subject to such condition. The General Partner shall have the right at any time to cause a conversion of Vested LTIP Units into Limited Partnership OP Units. In all cases, the conversion of any LTIP Units into Limited Partnership OP Units shall be subject to the conditions and procedures set forth in this Section 4.54.05.

Conversion of LTIP Units. (a) G. An LTIP Holder Unitholder shall have the right (the “Conversion Right”), at its his or her option, at any time to convert all or a portion of its his or her Vested LTIP Units into Limited Partnership Units; provided, however, that an LTIP Holder a holder may not exercise the Conversion Right for fewer less than one thousand (1,000) 100 Vested LTIP Units or, if such LTIP Holder holder holds fewer less than one thousand (1,000) 100 Vested LTIP Units, all of the LTIP Holder’s Vested LTIP Units held by such holder. Notwithstanding the foregoing, in no event may a holder of Vested LTIP Units convert a number of Vested LTIP Units that exceeds (x) the Economic Capital Account Balance of such Limited Partner, to the extent attributable to its ownership of LTIP Units, divided by (y) the Partnership Unit Economic Balance, in each case as determined as of the effective date of conversion (the “Capital Account Limitation”). LTIP Holders Unitholders shall not have the right to convert Unvested LTIP Units into Limited Partnership Units until they become Vested LTIP Units; provided, however, that when a an LTIP Holder Unitholder is notified of the expected occurrence of an event that will cause its his or her Unvested LTIP Units to become Vested LTIP Units, such Person LTIP Unitholder may give the Partnership a Conversion Notice conditioned upon and effective as of the time of vesting, vesting and such Conversion Notice, unless subsequently revoked by the LTIP HolderUnitholder, shall be accepted by the Partnership subject to such condition. The General Partner shall have the right at any time to cause a conversion of Vested LTIP Units into Limited Partnership Units. In all cases, the conversion of any LTIP Units into Limited Partnership Units shall be subject to the conditions and procedures set forth in this Section 4.58.7.

Conversion of LTIP Units. (a) An LTIP Holder Unitholder shall have the right (the “"Conversion Right”"), at its his or her option, at any time to convert all or a portion of its his or her Vested LTIP Units into Limited Partnership OP Units; provided, however, that an LTIP Holder a holder may not exercise the Conversion Right for fewer less than one thousand (1,000) 100 Vested LTIP Units or, if such LTIP Holder holder holds fewer less than one thousand (1,000) 100 Vested LTIP Units, all of the LTIP Holder’s Vested LTIP UnitsUnits held by such holder. LTIP Holders Unitholders shall not have the right to convert Unvested LTIP Units into Limited Partnership OP Units until they become Vested LTIP Units; provided, however, that when a an LTIP Holder Unitholder is notified of the expected occurrence of an event that will cause its his or her Unvested LTIP Units to become Vested LTIP Units, such Person LTIP Unitholder may give the Partnership a Conversion Notice conditioned upon and effective as of the time of vesting, vesting and such Conversion Notice, unless subsequently revoked by the LTIP HolderUnitholder, shall be accepted by the Partnership subject to such condition. The General Partner shall have the right at any time to cause a conversion of Vested LTIP Units into Limited Partnership OP Units. In all cases, the conversion of any LTIP Units into Limited Partnership OP Units shall be subject to the conditions and procedures set forth in this Section 4.5‎4.07.

Conversion of LTIP Units. (a) An Subject to Section 4.07(b), an LTIP Holder Unitholder shall have the right (the “Conversion Right”), at its such LTIP Unitholder’s option, at any time to convert all or a portion of its such LTIP Unitholder’s Vested LTIP Units into Limited Partnership OP Units; provided, however, that an LTIP Holder a holder may not exercise the Conversion Right for fewer less than one thousand (1,000) 100 Vested LTIP Units or, if such LTIP Holder holder holds fewer less than one thousand (1,000) 100 Vested LTIP Units, all of the LTIP Holder’s Vested LTIP UnitsUnits held by such holder. LTIP Holders Unitholders shall not have the right to convert Unvested LTIP Incentive Units into Limited Partnership OP Units until they become Vested LTIP Units; provided, however, that when a an LTIP Holder Unitholder is notified of the expected occurrence of an event that will cause its such LTIP Unitholder’s Unvested LTIP Incentive Units to become Vested LTIP Units, such Person LTIP Unitholder may give the Partnership a Conversion Notice conditioned upon and effective as of the time of vesting, vesting and such Conversion Notice, unless subsequently revoked by the LTIP HolderUnitholder, shall be accepted by the Partnership subject to such condition. The General Partner shall have the right at any time to cause a conversion of Vested LTIP Units into Limited Partnership OP Units. In all cases, the conversion of any LTIP Units into Limited Partnership OP Units shall be subject to the conditions and procedures set forth in this Section 4.54.07.

Conversion of LTIP Units. (ae) An LTIP Holder Unitholder shall have the right (the “Conversion Right”), at its his or her option, at any time to convert all or a portion of its his or her Vested LTIP Units into Limited Common Partnership Units; provided, however, that an LTIP Holder a holder may not exercise the Conversion Right for fewer less than one thousand (1,000) Vested LTIP Units (as equitably adjusted to reflect any unit splits, combinations or the like with respect to the LTIP Units) or, if such LTIP Holder holder holds fewer less than one thousand (1,000) Vested LTIP Units, all of the LTIP Holder’s Vested LTIP UnitsUnits held by such holder. LTIP Holders Unitholders shall not have the right to convert Unvested LTIP Units into Limited Common Partnership Units until they become Vested LTIP Units; provided, however, that when a an LTIP Holder Unitholder is notified of the expected occurrence of an event that will cause its his or her Unvested LTIP Units to become Vested LTIP Units, such Person LTIP Unitholder may give the Partnership a Conversion Notice conditioned upon and effective as of the time of vesting, vesting and such Conversion Notice, unless subsequently revoked by the LTIP HolderUnitholder, shall be accepted by the Partnership subject to such condition; provided, however, that such Conversion Notice shall not be valid if given more than 90 days prior to such vesting event and such Conversion Notice shall immediately terminate and become null and void should such vesting event not occur within the period of 90 days following delivery of such Conversion Notice (or such shorter period as the LTIP Unitholder may specify therein). The General Partner shall have the right at any time to cause a conversion of Vested LTIP Units into Limited Common Partnership Units. In all cases, the conversion of any LTIP Units into Limited Common Partnership Units shall be subject to the conditions and procedures set forth in this Section 4.54.10.