Common use of Issuances of Additional Units and Other Securities Clause in Contracts

Issuances of Additional Units and Other Securities. (a) Subject to Section 4.4(c), the General Partner is hereby authorized to cause the Partnership to issue, in addition to the Units issued heretofore by the Partnership, such additional Units, or classes or series thereof, or options, rights, warrants or appreciation rights relating thereto, or any other type of equity security that the Partnership may lawfully issue, or any unsecured or secured debt obligations of the Partnership or debt obligations of the Partnership convertible into any class or series of equity securities of the Partnership (collectively, “Partnership Securities”), for any Partnership purpose, at any time or from time to time, to the Partners or to other Persons for such consideration and on such terms and conditions as shall be established by the General Partner in its sole discretion, all without the approval of any Limited Partners. The General Partner shall have sole discretion, subject to the guidelines set forth in this Section 4.4 and the requirements of the Delaware Act, in determining the consideration and terms and conditions with respect to any future issuance of Partnership Securities. Partnership Securities may be represented by a Certificate, as provided in Section 10.1 hereof. (b) Notwithstanding any provision of this Agreement to the contrary (other than (i) the approval provisions with respect to issuances of additional Series 1 Preferred Units, Senior Securities or Parity Securities as set forth in Section 4.13(a), (ii) the approval provisions with respect to issuances of additional Class D Units as set forth in Section 4.15(a) and (iii) the approval provisions with respect to issuances of additional Class E Units as set forth in Section 4.17(a), each of which shall control), additional Partnership Securities to be issued by the Partnership pursuant to this Section 4.4 shall be issuable from time to time in one or more classes, or one or more series of any of such classes, with such designations, preferences and relative, participating, optional or other special rights, powers and duties, including, without limitation, rights, powers and duties senior to existing classes and series of Partnership Securities, all as shall be fixed by the General Partner in the exercise of its sole and complete discretion, subject to Delaware law, including, without limitation, (i) the allocations of items of Partnership income, gain, loss, deduction and credit to each such class or series of Partnership Securities; (ii) the right of each such class or series of Partnership Securities to share in Partnership distributions; (iii) the rights of each such class or series of Partnership Securities upon dissolution and liquidation of the Partnership; (iv) whether such class or series of Partnership Securities is redeemable by the Partnership and, if so, the price at which, and the terms and conditions upon which, such class or series of Partnership Securities may be redeemed by the Partnership; (v) whether such class or series of Partnership Securities is issued with the privilege of conversion and, if so, the rate at which, and the terms and conditions upon which, such class or series of Partnership Securities may be converted into any other class or series of Partnership Securities; (vi) the terms and conditions upon which each such class or series of Partnership Securities will be issued, evidenced by Certificates, or other evidence of the issuance of uncertificated Units, and assigned or transferred; and (vii) the right, if any, of each such class or series of Partnership Securities to vote on Partnership matters, including, without limitation, matters relating to the relative rights, preferences and privileges of each such class or series. (c) Upon the issuance of any Units by the Partnership (except upon (i) the issuance of I-Units or fractions of I-Units pursuant to Sections 5.10(b) and 5.10(e), (ii) the issuance of Units pursuant to Section 4.11, (iii) the change of Class A Common Units and Class B Common Units pursuant to Section 5.6, and (iv) the issuance of Series 1 Preferred Units), the General Partner shall be required to make additional Capital Contributions to the Partnership such that the General Partner shall at all times have a balance in its Capital Account equal to no less than 2% of the total positive Capital Account balances of all Partners (excluding Capital Account balances of Partners in respect of Series 1 Preferred Units). (d) The General Partner is hereby authorized and directed to take all actions that it deems necessary or appropriate in connection with each issuance of Units or other Partnership Securities pursuant to Section 4.4(a) and to amend this Agreement in any manner that it deems necessary or appropriate to provide for each such issuance, to admit Additional Limited Partners in connection therewith and to specify the relative rights, powers and duties of the holders of the Units or other Partnership Securities being so issued. (e) Subject to the terms of Sections 4.4(c) and 6.4(c), the General Partner is authorized to cause the issuance of Partnership Securities (other than I-Units) pursuant to any employee benefit plan for the benefit of employees responsible for the operations of the Partnership or any Subsidiary maintained or sponsored by the General Partner, the Partnership, any Subsidiary or any Affiliate of any of them. (f) The General Partner shall do all things necessary to comply with the Delaware Act and is authorized and directed to do all things it deems to be necessary or advisable in connection with any future issuance of Partnership Securities, including, without limitation, compliance with any statute, rule, regulation or guideline of any federal, state or other governmental agency or any National Securities Exchange on which the Units or other Partnership Securities are listed for trading.

Issuances of Additional Units and Other Securities. (a) Subject to Section 4.4(c), the General Partner is hereby authorized to cause the Partnership to issue, in addition to the Units issued heretofore by the Partnership, such additional Units, or classes or series thereof, or options, rights, warrants or appreciation rights relating thereto, or any other type of equity security that the Partnership may lawfully issue, or any unsecured or secured debt obligations of the Partnership or debt obligations of the Partnership convertible into any class or series of equity securities of the Partnership (collectively, “Partnership Securities”), for any Partnership purpose, at any time or from time to time, to the Partners or to other Persons for such consideration and on such terms and conditions as shall be established by the General Partner in its sole discretion, all without the approval of any Limited Partners. The General Partner shall have sole discretion, subject to the guidelines set forth in this Section 4.4 and the requirements of the Delaware Act, in determining the consideration and terms and conditions with respect to any future issuance of Partnership Securities. Partnership Securities may be represented by a Certificate, as provided in Section 10.1 hereof. (b) Notwithstanding any provision of this Agreement to the contrary (other than (i) the approval provisions with respect to issuances of additional Series 1 Preferred Units, Senior Securities or Parity Securities as set forth in Section 4.13(a), (ii) the approval provisions with respect to issuances of additional Class D Units as set forth in Section 4.15(a) and (iii) the approval provisions with respect to issuances of additional Class E Units as set forth in Section 4.17(a), each of which shall control), additional Partnership Securities to be issued by the Partnership pursuant to this Section 4.4 shall be issuable from time to time in one or more classes, or one or more series of any of such classes, with such designations, preferences and relative, participating, optional or other special rights, powers and duties, including, without limitation, rights, powers and duties senior to existing classes and series of Partnership Securities, all as shall be fixed by the General Partner in the exercise of its sole and complete discretion, subject to Delaware law, including, without limitation, (i) the allocations of items of Partnership income, gain, loss, deduction and credit to each such class or series of Partnership Securities; (ii) the right of each such class or series of Partnership Securities to share in Partnership distributions; (iii) the rights of each such class or series of Partnership Securities upon dissolution and liquidation of the Partnership; (iv) whether such class or series of Partnership Securities is redeemable by the Partnership and, if so, the price at which, and the terms and conditions upon which, such class or series of Partnership Securities may be redeemed by the Partnership; (v) whether such class or series of Partnership Securities is issued with the privilege of conversion and, if so, the rate at which, and the terms and conditions upon which, such class or series of Partnership Securities may be converted into any other class or series of Partnership Securities; (vi) the terms and conditions upon which each such class or series of Partnership Securities will be issued, evidenced by Certificates, or other evidence of the issuance of uncertificated Units, and assigned or transferred; and (vii) the right, if any, of each such class or series of Partnership Securities to vote on Partnership matters, including, without limitation, matters relating to the relative rights, preferences and privileges of each such class or series. (c) Upon the issuance of any Units by the Partnership (except upon (i) the issuance of I-Units or fractions of I-Units pursuant to Sections 5.10(b) and 5.10(e), (ii) the issuance of Units pursuant to Section 4.11, (iii) the change of Class A Common Units and Class B Common Units pursuant to Section 5.6, and (iv) the issuance of Series 1 Preferred Units), the General Partner shall be required to make additional Capital Contributions to the Partnership such that the General Partner shall at all times have a balance in its Capital Account equal to no less than 2% of the total positive Capital Account balances of all Partners (excluding Capital Account balances of Partners in respect of Series 1 Preferred Units). (d) The General Partner is hereby authorized and directed to take all actions that it deems necessary or appropriate in connection with each issuance of Units or other Partnership Securities pursuant to Section 4.4(a) and to amend this Agreement in any manner that it deems necessary or appropriate to provide for each such issuance, to admit Additional Limited Partners in connection therewith and to specify the relative rights, powers and duties of the holders of the Units or other Partnership Securities being so issued. (e) Subject to the terms of Sections 4.4(c) and 6.4(c), the General Partner is authorized to cause the issuance of Partnership Securities (other than I-Units) pursuant to any employee benefit plan for the benefit of employees responsible for the operations of the Partnership or any Subsidiary maintained or sponsored by the General Partner, the Partnership, any Subsidiary or any Affiliate of any of them. (f) The General Partner shall do all things necessary to comply with the Delaware Act and is authorized and directed to do all things it deems to be necessary or advisable in connection with any future issuance of Partnership Securities, including, without limitation, compliance with any statute, rule, regulation or guideline of any federal, state or other governmental agency or any National Securities Exchange on which the Units or other Partnership Securities are listed for trading.

Issuances of Additional Units and Other Securities. (a) Subject to Section 4.4(c4.3(c), the General Partner is hereby authorized to cause the Partnership to issue, in addition to the Partnership Interests and Units issued heretofore by the Partnershippursuant to Sections 4.1 and 4.2, such additional Units (other than General Partner Units), or classes or series thereof, or options, rights, warrants or appreciation rights relating thereto, or any other type of equity security that the Partnership may lawfully issue, or any unsecured or secured debt obligations of the Partnership or debt obligations of the Partnership convertible into any class or series of equity securities of the Partnership (collectively, “"Partnership Securities”"), for any Partnership purpose, at any time or from time to time, to the Partners or to other Persons for such consideration and on such terms and conditions as shall be established by the General Partner in its sole discretion, all without the approval of any Limited Partners. The General Partner shall have sole discretion, subject to the guidelines set forth in this Section 4.4 4.3 and the requirements of the Delaware Act, in determining the consideration and terms and conditions with respect to any future issuance of Partnership Securities. Partnership Securities may be represented by a Certificate, as provided in Section 10.1 hereof. (b) Notwithstanding any provision of this Agreement to the contrary (other than (i) the approval provisions with respect to issuances of additional Series 1 Preferred Units, Senior Securities or Parity Securities as set forth in Section 4.13(a), (ii) the approval provisions with respect to issuances of additional Class D Units as set forth in Section 4.15(a) and (iii) the approval provisions with respect to issuances of additional Class E Units as set forth in Section 4.17(a), each of which shall control), additional Additional Partnership Securities to be issued by the Partnership pursuant to this Section 4.4 4.3 shall be issuable from time to time in one or more classes, or one or more series of any of such classes, with such designations, preferences and relative, participating, optional or other special rights, powers and duties, including, without limitation, rights, powers and duties senior to existing classes and series of Partnership SecuritiesSecurities (except as provided in Section 4.3(c)), all as shall be fixed by the General Partner in the exercise of its sole and complete discretion, subject to Delaware lawlaw and Section 4.3(c), including, without limitation, (i) the allocations of items of Partnership income, gain, loss, deduction and credit to each such class or series of Partnership Securities; (ii) the right of each such class or series of Partnership Securities to share in Partnership distributions; (iii) the rights of each such class or series of Partnership Securities upon dissolution and liquidation of the Partnership; (iv) whether such class or series of additional Partnership Securities is redeemable by the Partnership and, if so, the price at which, and the terms and conditions upon which, such class or series of additional Partnership Securities may be redeemed by the Partnership; (v) whether such class or series of additional Partnership Securities is issued with the privilege of conversion and, if so, the rate at which, and the terms and conditions upon which, such class or series of Partnership Securities may be converted into any other class or series of Partnership SecuritiesSecurities or other property; (vi) the terms and conditions upon which each such class or series of Partnership Securities will be issued, evidenced by Certificates, or other evidence of the issuance of uncertificated Units, certificates and assigned or transferred; and (vii) the right, if any, of each such class or series of Partnership Securities to vote on Partnership matters, including, without limitation, matters relating to the relative rights, preferences and privileges of each such class or series. (c) Notwithstanding the terms of Sections 4.3(a) and 4.3(b), the issuance by the Partnership of any Partnership Securities pursuant to this Section 4.3 shall be subject to the following restrictions and limitations: (i) Except for the issuance of Additional Senior Units pursuant to Section 5.4, for so long as any Senior Units are Outstanding, the Partnership shall not create, authorize or issue additional Partnership Securities (or securities convertible into Partnership Securities) having distribution rights or liquidation rights ranking prior or senior to, or on a parity with, the Senior Units, without the prior approval of the holders of at least a majority of the Outstanding Senior Units; and (ii) The General Partner may, at any time, make a Capital Contribution to the Partnership so that the General Partner will have made aggregate Capital Contributions equal to at least 1.0% of the aggregate Capital Contributions of all Partners. Upon the issuance of any Common Units by the Partnership to any Person, the General Partner, in its sole discretion, may simultaneously purchase (except upon (ior may purchase at any time thereafter as specified below) a number of General Partner Units only to the issuance of I-extent necessary such that after taking into account the additional Common Units or fractions of I-issued to such Person and the General Partner Units to be issued to the General Partner pursuant to Sections 5.10(b) and 5.10(e), (ii) the issuance of Units pursuant to this Section 4.11, (iii) the change of Class A Common Units and Class B Common Units pursuant to Section 5.6, and (iv) the issuance of Series 1 Preferred Units4.3(c)(ii), the General Partner shall will have a Percentage Interest of no more than 1.0%. The consideration for the General Partner Units to be required issued to make additional Capital Contributions to the Partnership such that the General Partner shall at all times have a balance in its Capital Account equal to no less than 2% be the higher of the total positive Capital Account balances price at which the Common Units were issued or, only if the purchase is not made simultaneously with the issuance of all Partners (excluding Capital Account balances the Common Units, the Closing Price of Partners in respect the Common Units on the day prior to the proposed issuance of Series 1 Preferred such General Partner Units).; (d) The General Partner is hereby authorized and directed to take all actions that it deems necessary or appropriate in connection with each issuance of Units Units, IDRs or other Partnership Securities pursuant to Section 4.4(a4.3(a) and to amend this Agreement in any manner that it deems necessary or appropriate to provide for each such issuance, to admit Additional Limited Partners in connection therewith and to specify the relative rights, powers and duties of the holders of the Units Units, IDRs or other Partnership Securities being so issued. (e) Subject to the terms of Sections 4.4(c) and 6.4(c), the General Partner is authorized to cause the issuance of Partnership Securities (other than I-Units) pursuant to any employee benefit plan for the benefit of employees responsible for the operations of the Partnership or any Subsidiary maintained or sponsored by the General Partner, the Partnership, any Subsidiary or any Affiliate of any of them. (f) The General Partner shall do all things necessary to comply with the Delaware Act and is authorized and directed to do all things it deems to be necessary or advisable in connection with any future issuance of Partnership Securities, including, without limitation, compliance with any statute, rule, regulation or guideline of any federal, state or other governmental agency or any National Securities Exchange on which the Units or other Partnership Securities are listed for trading.

Issuances of Additional Units and Other Securities. (a) Subject to Section 4.4(c), the General Partner is hereby authorized to cause the Partnership to issue, in addition to the Units issued heretofore by the Partnership, such additional Units, or classes or series thereof, or options, rights, warrants or appreciation rights relating thereto, or any other type of equity security that the Partnership may lawfully issue, or any unsecured or secured debt obligations of the Partnership or debt obligations of the Partnership convertible into any class or series of equity securities of the Partnership (collectively, “Partnership Securities”), for any Partnership purpose, at any time or from time to time, to the Partners or to other Persons for such consideration and on such terms and conditions as shall be established by the General Partner in its sole discretion, all without the approval of any Limited Partners. The General Partner shall have sole discretion, subject to the guidelines set forth in this Section 4.4 and the requirements of the Delaware Act, in determining the consideration and terms and conditions with respect to any future issuance of Partnership Securities. Partnership Securities may be represented by a Certificate, as provided in Section 10.1 hereof. (b) Notwithstanding any provision of this Agreement to the contrary (other than (i) the approval provisions with respect to issuances of additional Series 1 Preferred Units, Senior Securities or Parity Securities as set forth in Section 4.13(a), ) and (ii) the approval provisions with respect to issuances of additional Class D Units as set forth in Section 4.15(a) and (iii) the approval provisions with respect to issuances of additional Class E Units as set forth in Section 4.17(a), each of which shall control), additional Partnership Securities to be issued by the Partnership pursuant to this Section 4.4 shall be issuable from time to time in one or more classes, or one or more series of any of such classes, with such designations, preferences and relative, participating, optional or other special rights, powers and duties, including, without limitation, rights, powers and duties senior to existing classes and series of Partnership Securities, all as shall be fixed by the General Partner in the exercise of its sole and complete discretion, subject to Delaware law, including, without limitation, (i) the allocations of items of Partnership income, gain, loss, deduction and credit to each such class or series of Partnership Securities; (ii) the right of each such class or series of Partnership Securities to share in Partnership distributions; (iii) the rights of each such class or series of Partnership Securities upon dissolution and liquidation of the Partnership; (iv) whether such class or series of Partnership Securities is redeemable by the Partnership and, if so, the price at which, and the terms and conditions upon which, such class or series of Partnership Securities may be redeemed by the Partnership; (v) whether such class or series of Partnership Securities is issued with the privilege of conversion and, if so, the rate at which, and the terms and conditions upon which, such class or series of Partnership Securities may be converted into any other class or series of Partnership Securities; (vi) the terms and conditions upon which each such class or series of Partnership Securities will be issued, evidenced by Certificates, or other evidence of the issuance of uncertificated Units, and assigned or transferred; and (vii) the right, if any, of each such class or series of Partnership Securities to vote on Partnership matters, including, without limitation, matters relating to the relative rights, preferences and privileges of each such class or series. (c) Upon the issuance of any Units by the Partnership (except upon (i) the issuance of I-Units or fractions of I-Units pursuant to Sections 5.10(b) and 5.10(e), (ii) the issuance of Units pursuant to Section 4.11, (iii) the change of Class A Common Units and Class B Common Units pursuant to Section 5.6, and (iv) the issuance of Series 1 Preferred Units), the General Partner shall be required to make additional Capital Contributions to the Partnership such that the General Partner shall at all times have a balance in its Capital Account equal to no less than 2% of the total positive Capital Account balances of all Partners (excluding Capital Account balances of Partners in respect of Series 1 Preferred Units). (d) The General Partner is hereby authorized and directed to take all actions that it deems necessary or appropriate in connection with each issuance of Units or other Partnership Securities pursuant to Section 4.4(a) and to amend this Agreement in any manner that it deems necessary or appropriate to provide for each such issuance, to admit Additional Limited Partners in connection therewith and to specify the relative rights, powers and duties of the holders of the Units or other Partnership Securities being so issued. (e) Subject to the terms of Sections 4.4(c) and 6.4(c), the General Partner is authorized to cause the issuance of Partnership Securities (other than I-Units) pursuant to any employee benefit plan for the benefit of employees responsible for the operations of the Partnership or any Subsidiary maintained or sponsored by the General Partner, the Partnership, any Subsidiary or any Affiliate of any of them. (f) The General Partner shall do all things necessary to comply with the Delaware Act and is authorized and directed to do all things it deems to be necessary or advisable in connection with any future issuance of Partnership Securities, including, without limitation, compliance with any statute, rule, regulation or guideline of any federal, state or other governmental agency or any National Securities Exchange on which the Units or other Partnership Securities are listed for trading.

Issuances of Additional Units and Other Securities. (a) On the Closing Date, all outstanding Interests in the Company will be cancelled and terminated and immediately therafter the Company will issue the Initial Units to the Claim Holders and Interest Holders pursuant to the Plan of Reorganization. In addition, the Company shall issue the Warrants to the Interest Holders as provided in the Plan of Reorganization. (b) Subject to Section 4.4(c4.1(d), the General Partner Board of Directors is hereby authorized to cause the Partnership Company to issue, in addition to the Units issued heretofore by the Partnership, issue such additional Units, or classes or series thereof, or options, rights, warrants or appreciation rights relating thereto, or any other type of equity security that the Partnership Company may lawfully issue, or any unsecured or secured debt obligations of the Partnership or debt obligations of the Partnership Company convertible into any class or series of equity securities of the Partnership Company (collectively, “Partnership Securities”"COMPANY SECURITIES"), for any Partnership Company purpose, at any time or from time to time, to the Partners Members or to other Persons for such consideration and on such terms and conditions as shall be established by the General Partner Board of Directors in its sole discretion, all without the approval of any Limited PartnersMembers. The General Partner Board of Directors shall have sole discretion, subject to the guidelines set forth in this Section 4.4 4.1 and the requirements of the Delaware Act, in determining the consideration and terms and conditions with respect to any future issuance of Partnership Company Securities. Partnership Securities may be represented by a Certificate, as provided in Section 10.1 hereof. (bc) Notwithstanding any provision of this Agreement to the contrary (other than (i) the approval provisions with respect to issuances of additional Series 1 Preferred Units, Senior Securities or Parity Securities as set forth in Section 4.13(a), (ii) the approval provisions with respect to issuances of additional Class D Units as set forth in Section 4.15(a) and (iii) the approval provisions with respect to issuances of additional Class E Units as set forth in Section 4.17(a), each of which shall control), additional Partnership Additional Company Securities to be issued by the Partnership Company pursuant to this Section 4.4 4.1 shall be issuable from time to time in one or more classes, or one or more series of any of such classes, with such designations, preferences and relative, participating, optional or other special rights, powers and duties, including, without limitation, rights, powers and duties senior to existing classes and series of Partnership SecuritiesCompany Securities (except as provided in Section 4.1(d)), all as shall be fixed by the General Partner Board of Directors in the exercise of its sole and complete discretion, subject to Delaware lawlaw and Section 4.1(d), including, without limitation, (i) the allocations of items of Partnership Company income, gain, loss, deduction and credit to each such class or series of Partnership Company Securities; (ii) the right of each such class or series of Partnership Company Securities to share in Partnership Company distributions; (iii) the rights of each such class or series of Partnership Company Securities upon dissolution and liquidation of the PartnershipCompany; (iv) whether such class or series of Partnership additional Company Securities is redeemable by the Partnership Company and, if so, the price at which, and the terms and conditions upon which, such class or series of Partnership additional Company Securities may be redeemed by the PartnershipCompany; (v) whether such class or series of Partnership additional Company Securities is issued with the privilege of conversion and, if so, the rate at which, and the terms and conditions upon which, such class or series of Partnership Company Securities may be converted into any other class or series of Partnership SecuritiesCompany Securities or other property; (vi) the terms and conditions upon which each such class or series of Partnership Company Securities will be issued, evidenced by Certificates, or other evidence of the issuance of uncertificated Units, certificates and assigned or transferred; and (vii) the right, if any, of each such class or series of Partnership Company Securities to vote on Partnership Company matters, including, without limitation, matters relating to the relative rights, preferences and privileges of each such class or series. (cd) Upon Notwithstanding the issuance terms of any Units by the Partnership (except upon (i) the issuance of I-Units or fractions of I-Units pursuant to Sections 5.10(b4.1(b) and 5.10(e), (ii) the issuance of Units pursuant to Section 4.11, (iii) the change of Class A Common Units and Class B Common Units pursuant to Section 5.6, and (iv) the issuance of Series 1 Preferred Units4.1(c), the General Partner Company shall be required to make not issue additional Capital Contributions to Company Securities without the Partnership such that the General Partner shall at all times have a balance in its Capital Account equal to no less than 2% prior approval of the total positive Capital Account balances Holders of all Partners (excluding Capital Account balances at least two-thirds of Partners in respect the Outstanding Common Units, other than up to 1.2 million Common Units to be issued under the Unit Option Plan, and up to 957,981 Common Units to be issued upon exercise of Series 1 Preferred Units)the Warrants. (de) The General Partner Board of Directors is hereby authorized and directed to take all actions that it deems necessary or appropriate in connection with each issuance of Units Units, or other Partnership Company Securities pursuant to Section 4.4(a4.1(b) and to amend this Agreement in any manner that it deems necessary or appropriate to provide for each such issuance, to admit Additional Limited Partners Members in connection therewith and to specify the relative rights, powers and duties of the holders of the Units Units, or other Partnership Company Securities being so issued. (e) Subject to the terms of Sections 4.4(c) and 6.4(c), the General Partner is authorized to cause the issuance of Partnership Securities (other than I-Units) pursuant to any employee benefit plan for the benefit of employees responsible for the operations of the Partnership or any Subsidiary maintained or sponsored by the General Partner, the Partnership, any Subsidiary or any Affiliate of any of them. (f) The General Partner Board of Directors shall do all things necessary to comply with the Delaware Act and is authorized and directed to do all things it deems to be necessary or advisable in connection with any future issuance of Partnership Company Securities, including, without limitation, compliance with any statute, rule, regulation or guideline of any federal, state or other governmental agency or any National Securities Exchange on which the Units or other Partnership Company Securities are listed for trading.

Issuances of Additional Units and Other Securities. (a) Subject to Section 4.4(c), the General Partner is hereby authorized to cause the Partnership to issue, in addition to the Units issued heretofore by the Partnership, such additional Units, or classes or series thereof, or options, rights, warrants or appreciation rights relating thereto, or any other type of equity security that the Partnership may lawfully issue, or any unsecured or secured debt obligations of the Partnership or debt obligations of the Partnership convertible into any class or series of equity securities of the Partnership (collectively, “Partnership Securities”), for any Partnership purpose, at any time or from time to time, to the Partners or to other Persons for such consideration and on such terms and conditions as shall be established by the General Partner in its sole discretion, all without the approval of any Limited Partners. The General Partner shall have sole discretion, subject to the guidelines set forth in this Section 4.4 and the requirements of the Delaware Act, in determining the consideration and terms and conditions with respect to any future issuance of Partnership Securities. Partnership Securities may be represented by a Certificate, as provided in Section 10.1 hereof. (b) Notwithstanding any provision of this Agreement to the contrary (other than (i) the approval provisions with respect to issuances of additional Series 1 Preferred Units, Senior Securities or Parity Securities as set forth in Section 4.13(a), (ii) the approval provisions with respect to issuances of additional Class D Units as set forth in Section 4.15(a) and (iii) the approval provisions with respect to issuances of additional Class E Units as set forth in Section 4.17(a), each of which shall control)contrary, additional Partnership Securities to be issued by the Partnership pursuant to this Section 4.4 shall be issuable from time to time in one or more classes, or one or more series of any of such classes, with such designations, preferences and relative, participating, optional or other special rights, powers and duties, including, without limitation, rights, powers and duties senior to existing classes and series of Partnership Securities, all as shall be fixed by the General Partner in the exercise of its sole and complete discretion, subject to Delaware law, including, without limitation, (i) the allocations of items of Partnership income, gain, loss, deduction and credit to each such class or series of Partnership Securities; (ii) the right of each such class or series of Partnership Securities to share in Partnership distributions; (iii) the rights of each such class or series of Partnership Securities upon dissolution and liquidation of the Partnership; (iv) whether such class or series of Partnership Securities is redeemable by the Partnership and, if so, the price at which, and the terms and conditions upon which, such class or series of Partnership Securities may be redeemed by the Partnership; (v) whether such class or series of Partnership Securities is issued with the privilege of conversion and, if so, the rate at which, and the terms and conditions upon which, such class or series of Partnership Securities may be converted into any other class or series of Partnership Securities; (vi) the terms and conditions upon which each such class or series of Partnership Securities will be issued, evidenced by Certificates, or other evidence of the issuance of uncertificated Units, Certificates and assigned or transferred; and (vii) the right, if any, of each such class or series of Partnership Securities to vote on Partnership matters, including, without limitation, matters relating to the relative rights, preferences and privileges of each such class or series. (c) Upon the issuance of any Units by the Partnership (except upon (i) the issuance of I-Units or fractions of I-Units pursuant to Sections 5.10(b) and 5.10(e), (ii) the issuance of Units pursuant to Section 4.11, (iii) the change of Class A Common Units and Class B Common Units pursuant to Section 5.6, and (iv) the issuance of Series 1 Preferred UnitsClass C Units or fractions of Class C Units pursuant to Section 5.11(b) and (v) the conversion of Class C Units into Class A Common Units pursuant to Sections 4.13(e) or 4.13(f)), the General Partner shall be required to make additional Capital Contributions to the Partnership such that the General Partner shall at all times have a balance in its Capital Account equal to no less than 2% of the total positive Capital Account balances of all Partners (excluding Capital Account balances of Partners in respect of Series 1 Preferred Units)Partners. (d) The General Partner is hereby authorized and directed to take all actions that it deems necessary or appropriate in connection with each issuance of Units or other Partnership Securities pursuant to Section 4.4(a) and to amend this Agreement in any manner that it deems necessary or appropriate to provide for each such issuance, to admit Additional Limited Partners in connection therewith and to specify the relative rights, powers and duties of the holders of the Units or other Partnership Securities being so issued. (e) Subject to the terms of Sections 4.4(c) and 6.4(c), the General Partner is authorized to cause the issuance of Partnership Securities (other than I-Units) pursuant to any employee benefit plan for the benefit of employees responsible for the operations of the Partnership or any Subsidiary maintained or sponsored by the General Partner, the Partnership, any Subsidiary or any Affiliate of any of them. (f) The General Partner shall do all things necessary to comply with the Delaware Act and is authorized and directed to do all things it deems to be necessary or advisable in connection with any future issuance of Partnership Securities, including, without limitation, compliance with any statute, rule, regulation or guideline of any federal, state or other governmental agency or any National Securities Exchange on which the Units or other Partnership Securities are listed for trading.

Issuances of Additional Units and Other Securities. (a) Subject to Section 4.4(c), the General Partner is hereby authorized to cause the Partnership to issue, in addition to the Units issued heretofore by the Partnership, such additional Units, or classes or series thereof, or options, rights, warrants or appreciation rights relating thereto, or any other type of equity security that the Partnership may lawfully issue, or any unsecured or secured debt obligations of the Partnership or debt obligations of the Partnership convertible into any class or series of equity securities of the Partnership (collectively, “Partnership Securities”), for any Partnership purpose, at any time or from time to time, to the Partners or to other Persons for such consideration and on such terms and conditions as shall be established by the General Partner in its sole discretion, all without the approval of any Limited Partners. The General Partner shall have sole discretion, subject to the guidelines set forth in this Section 4.4 and the requirements of the Delaware Act, in determining the consideration and terms and conditions with respect to any future issuance of Partnership Securities. Partnership Securities may be represented by a Certificate, as provided in Section 10.1 hereof. (b) Notwithstanding any provision of this Agreement to the contrary (other than (i) the approval provisions with respect to issuances of additional Series 1 Preferred Units, Senior Securities or Parity Securities as set forth in Section 4.13(a), (ii) the approval provisions with respect to issuances of additional Class D Units as set forth in Section 4.15(a) and (iiiii) the approval provisions with respect to issuances of additional Class E Units as set forth in Section 4.17(a), each of which shall control), additional Partnership Securities to be issued by the Partnership pursuant to this Section 4.4 shall be issuable from time to time in one or more classes, or one or more series of any of such classes, with such designations, preferences and relative, participating, optional or other special rights, powers and duties, including, without limitation, rights, powers and duties senior to existing classes and series of Partnership Securities, all as shall be fixed by the General Partner in the exercise of its sole and complete discretion, subject to Delaware law, including, without limitation, (i) the allocations of items of Partnership income, gain, loss, deduction and credit to each such class or series of Partnership Securities; (ii) the right of each such class or series of Partnership Securities to share in Partnership distributions; (iii) the rights of each such class or series of Partnership Securities upon dissolution and liquidation of the Partnership; (iv) whether such class or series of Partnership Securities is redeemable by the Partnership and, if so, the price at which, and the terms and conditions upon which, such class or series of Partnership Securities may be redeemed by the Partnership; (v) whether such class or series of Partnership Securities is issued with the privilege of conversion and, if so, the rate at which, and the terms and conditions upon which, such class or series of Partnership Securities may be converted into any other class or series of Partnership Securities; (vi) the terms and conditions upon which each such class or series of Partnership Securities will be issued, evidenced by Certificates, or other evidence of the issuance of uncertificated Units, and assigned or transferred; and (vii) the right, if any, of each such class or series of Partnership Securities to vote on Partnership matters, including, without limitation, matters relating to the relative rights, preferences and privileges of each such class or series. (c) Upon the issuance of any Units by the Partnership (except upon (i) the issuance of I-Units or fractions of I-Units pursuant to Sections 5.10(b) and 5.10(e), (ii) the issuance of Units pursuant to Section 4.11, 4.11 and (iii) the change of Class A Common Units and Class B Common Units pursuant to Section 5.6, and (iv) the issuance of Series 1 Preferred Units), the General Partner shall be required to make additional Capital Contributions to the Partnership such that the General Partner shall at all times have a balance in its Capital Account equal to no less than 2% of the total positive Capital Account balances of all Partners (excluding Capital Account balances of Partners in respect of Series 1 Preferred Units)Partners. (d) The General Partner is hereby authorized and directed to take all actions that it deems necessary or appropriate in connection with each issuance of Units or other Partnership Securities pursuant to Section 4.4(a) and to amend this Agreement in any manner that it deems necessary or appropriate to provide for each such issuance, to admit Additional Limited Partners in connection therewith and to specify the relative rights, powers and duties of the holders of the Units or other Partnership Securities being so issued. (e) Subject to the terms of Sections 4.4(c) and 6.4(c), the General Partner is authorized to cause the issuance of Partnership Securities (other than I-Units) pursuant to any employee benefit plan for the benefit of employees responsible for the operations of the Partnership or any Subsidiary maintained or sponsored by the General Partner, the Partnership, any Subsidiary or any Affiliate of any of them. (f) The General Partner shall do all things necessary to comply with the Delaware Act and is authorized and directed to do all things it deems to be necessary or advisable in connection with any future issuance of Partnership Securities, including, without limitation, compliance with any statute, rule, regulation or guideline of any federal, state or other governmental agency or any National Securities Exchange on which the Units or other Partnership Securities are listed for trading.

Issuances of Additional Units and Other Securities. (a) Subject to Section 4.4(c4.3(c), the General Partner is hereby authorized to cause the Partnership to issue, in addition to the Partnership Interests and Units issued heretofore by the Partnershippursuant to Sections 4.1 and 4.2, such additional Units (other than General Partner Units), or classes or series thereof, or options, rights, warrants or appreciation rights relating thereto, or any other type of US-DOCS\98994761.5 equity security that the Partnership may lawfully issue, or any unsecured or secured debt obligations of the Partnership or debt obligations of the Partnership convertible into any class or series of equity securities of the Partnership (collectively, ““ Partnership Securities”), for any Partnership purpose, at any time or from time to time, to the Partners or to other Persons for such consideration and on such terms and conditions as shall be established by the General Partner in its sole discretion, all without the approval of any Limited Partners. The General Partner shall have sole discretion, subject to the guidelines set forth in this Section 4.4 4.3 and the requirements of the Delaware Act, in determining the consideration and terms and conditions with respect to any future issuance of Partnership Securities. Partnership Securities may be represented by a Certificate, as provided in Section 10.1 hereof. (b) Notwithstanding any provision of this Agreement to the contrary (other than (i) the approval provisions with respect to issuances of additional Series 1 Preferred Units, Senior Securities or Parity Securities as set forth in Section 4.13(a), (ii) the approval provisions with respect to issuances of additional Class D Units as set forth in Section 4.15(a) and (iii) the approval provisions with respect to issuances of additional Class E Units as set forth in Section 4.17(a), each of which shall control), additional Additional Partnership Securities to be issued by the Partnership pursuant to this Section 4.4 4.3 shall be issuable from time to time in one or more classes, or one or more series of any of such classes, with such designations, preferences and relative, participating, optional or other special rights, powers and duties, including, without limitation, rights, powers and duties senior to existing classes and series of Partnership SecuritiesSecurities (except as provided in Section 4.3(c)), all as shall be fixed by the General Partner in the exercise of its sole and complete discretion, subject to Delaware lawlaw and Section 4.3(c), including, without limitation, (i) the allocations of items of Partnership income, gain, loss, deduction and credit to each such class or series of Partnership Securities; (ii) the right of each such class or series of Partnership Securities to share in Partnership distributions; (iii) the rights of each such class or series of Partnership Securities upon dissolution and liquidation of the Partnership; (iv) whether such class or series of additional Partnership Securities is redeemable by the Partnership and, if so, the price at which, and the terms and conditions upon which, such class or series of additional Partnership Securities may be redeemed by the Partnership; (v) whether such class or series of additional Partnership Securities is issued with the privilege of conversion and, if so, the rate at which, and the terms and conditions upon which, such class or series of Partnership Securities may be converted into any other class or series of Partnership SecuritiesSecurities or other property; (vi) the terms and conditions upon which each such class or series of Partnership Securities will be issued, evidenced by Certificates, or other evidence of the issuance of uncertificated Units, certificates and assigned or transferred; and (vii) the right, if any, of each such class or series of Partnership Securities to vote on Partnership matters, including, without limitation, matters relating to the relative rights, preferences and privileges of each such class or series. (c) Notwithstanding the terms of Sections 4.3(a) and 4.3(b), the issuance by the Partnership of any Partnership Securities pursuant to this Section 4.3 shall be subject to the following restrictions and limitations: (i) Except for the issuance of Additional Senior Units pursuant to Section 5.4, for so long as any Senior Units are Outstanding, the Partnership shall not create, authorize or issue additional Partnership Securities (or securities convertible into Partnership Securities) having distribution rights or liquidation rights ranking prior or senior to, or on a parity with, the Senior Units, without the prior approval of the holders of at least a majority of the Outstanding Senior Units; and US-DOCS\98994761.5 (ii) The General Partner may, at any time, make a Capital Contribution to the Partnership so that the General Partner will have made aggregate Capital Contributions equal to at least 1.0% of the aggregate Capital Contributions of all Partners. Upon the issuance of any Common Units by the Partnership to any Person, the General Partner, in its sole discretion, may simultaneously purchase (except upon (ior may purchase at any time thereafter as specified below) a number of General Partner Units only to the issuance of I-extent necessary such that after taking into account the additional Common Units or fractions of I-issued to such Person and the General Partner Units to be issued to the General Partner pursuant to Sections 5.10(b) and 5.10(e), (ii) the issuance of Units pursuant to this Section 4.11, (iii) the change of Class A Common Units and Class B Common Units pursuant to Section 5.6, and (iv) the issuance of Series 1 Preferred Units4.3(c)(ii), the General Partner shall will have a Percentage Interest of no more than 1.0%. The consideration for the General Partner Units to be required issued to make additional Capital Contributions to the Partnership such that the General Partner shall at all times have a balance in its Capital Account equal to no less than 2% be the higher of the total positive Capital Account balances price at which the Common Units were issued or, only if the purchase is not made simultaneously with the issuance of all Partners (excluding Capital Account balances the Common Units, the Closing Price of Partners in respect the Common Units on the day prior to the proposed issuance of Series 1 Preferred such General Partner Units).; (d) The General Partner is hereby authorized and directed to take all actions that it deems necessary or appropriate in connection with each issuance of Units Units, IDRs or other Partnership Securities pursuant to Section 4.4(a4.3(a) and to amend this Agreement in any manner that it deems necessary or appropriate to provide for each such issuance, to admit Additional Limited Partners in connection therewith and to specify the relative rights, powers and duties of the holders of the Units Units, IDRs or other Partnership Securities being so issued. (e) Subject to the terms of Sections 4.4(c) and 6.4(c), the General Partner is authorized to cause the issuance of Partnership Securities (other than I-Units) pursuant to any employee benefit plan for the benefit of employees responsible for the operations of the Partnership or any Subsidiary maintained or sponsored by the General Partner, the Partnership, any Subsidiary or any Affiliate of any of them. (f) The General Partner shall do all things necessary to comply with the Delaware Act and is authorized and directed to do all things it deems to be necessary or advisable in connection with any future issuance of Partnership Securities, including, without limitation, compliance with any statute, rule, regulation or guideline of any federal, state or other governmental agency or any National Securities Exchange on which the Units or other Partnership Securities are listed for trading.

Issuances of Additional Units and Other Securities. (a) Subject Upon completion of the Recalculation, the Partnership shall issue additional Units to each Person entitled thereto as a result of the Recalculation. The number of Units issued to each such Person shall be equal to the amounts, if any, allocated to the Interests contributed by such Person pursuant to the Recalculation, divided by $10; provided, however, that in no event shall the number of additional Units to be issued pursuant to the provisions of this Section 4.4(c4.4(b) exceed three percent (3%) of the total number of Units issued pursuant to the provisions of Section 4.2(a). No fractional Units shall be issued pursuant to the provisions of this Section 4.4(b); instead any fractional Units shall be rounded to the nearest whole Unit. (b) Except as otherwise provided in this Section 4.4(b), the General Partner is hereby authorized to cause issue additional Units to acquire Oil and Gas Interests (or related assets) and the Partnership to issue, in addition to the Units issued heretofore by the Partnership, such additional Units, or classes or series thereof, or options, rights, warrants or appreciation rights relating thereto, or any other type of equity security that the Partnership may lawfully issue, or any unsecured or secured debt obligations of the Partnership or debt obligations of the Partnership convertible into any class or series of equity securities of the Partnership (collectively, “Partnership Securities”), for any Partnership purpose, at any time or from time to time, to the Partners or to other Persons for such consideration and on such terms and conditions as shall be established by the General Partner in its sole discretion, all without the approval of any Limited Partners. The General Partner shall have sole discretion, subject to the guidelines set forth in this Section 4.4 and the requirements of the Delaware Act, complete discretion in determining the consideration and terms and conditions with respect to any such future issuance of Partnership SecuritiesUnits. Partnership Securities may be represented by a Certificate, as provided in Any Units initially authorized pursuant to Section 10.1 hereof. 4.2 but not otherwise distributed pursuant to Sections 4.2(a) and (b) Notwithstanding any provision of this Agreement to the contrary (other than (i) the approval provisions with respect to issuances of additional Series 1 Preferred Units, Senior Securities or Parity Securities as set forth in Section 4.13(a), (ii) the approval provisions with respect to issuances of additional Class D Units as set forth in Section 4.15(a) and (iii) the approval provisions with respect to issuances of additional Class E Units as set forth in Section 4.17(a), each of which shall control), additional Partnership Securities to may be issued in connection with the acquisition by the Partnership pursuant to this Section 4.4 shall be issuable from time to time in one of Oil and Gas Interests managed or more classesoperated, directly or one or more series of any of such classesindirectly, with such designations, preferences and relative, participating, optional or other special rights, powers and duties, including, without limitation, rights, powers and duties senior to existing classes and series of Partnership Securities, all as shall be fixed by the General Partner in the exercise of its sole and complete discretion, subject to Delaware law, including, without limitation, (i) the allocations of items of Partnership income, gain, loss, deduction and credit to each such class or series of Partnership Securities; (ii) the right of each such class or series of Partnership Securities to share in Partnership distributions; (iii) the rights of each such class or series of Partnership Securities upon dissolution and liquidation of the Partnership; (iv) whether such class or series of Partnership Securities is redeemable by the Partnership and, if so, the price at which, and the terms and conditions upon which, such class or series of Partnership Securities may be redeemed by the Partnership; (v) whether such class or series of Partnership Securities is issued with the privilege of conversion and, if so, the rate at whichGeneral Partner, EEI or any of their Affiliates (“Related Properties”). To the extent that the Partnership proposes to use Units to acquire Oil and the terms and conditions upon whichGas Interests which are not Related Properties, such class or series of Partnership Securities may issuance must be converted into any other class or series of Partnership Securities; (vi) the terms and conditions upon which each such class or series of Partnership Securities will be issued, evidenced approved by Certificates, or other evidence a Majority Vote of the issuance of uncertificated Units, and assigned or transferred; and (vii) the right, if any, of each such class or series of Partnership Securities to vote on Partnership matters, including, without limitation, matters relating to the relative rights, preferences and privileges of each such class or series. (c) Limited Partners. Upon the issuance of any Units by the Partnership (except upon (i) the issuance of I-Units or fractions of I-Units pursuant to Sections 5.10(b) and 5.10(e), (ii) the issuance of Units pursuant to Section 4.11, (iii) the change of Class A Common Units and Class B Common Units pursuant to Section 5.6, and (iv) the issuance of Series 1 Preferred Units), the General Partner (pursuant to the General Partner’s power of attorney from the Limited Partners), without the consent at the time of any Limited Partner (each Limited Partner hereby consenting to such amendment) may amend any provision of this Partnership Agreement, and execute, swear to, acknowledge, deliver, file and record an amended Certificate of Limited Partnership and whatever other documents may be required in connection therewith, as shall be required necessary or desirable to make reflect the issuance of additional Capital Contributions to the Partnership such that the General Partner shall at all times have a balance in its Capital Account equal to no less than 2% of the total positive Capital Account balances of all Partners (excluding Capital Account balances of Partners in respect of Series 1 Preferred Units). (d) . The General Partner is hereby authorized and directed to take all actions that it deems necessary or appropriate in connection with each issuance of Units or other Partnership Securities pursuant to Section 4.4(a) and to amend this Agreement in any manner that it deems necessary or appropriate to provide for each such issuance, to admit Additional Limited Partners in connection therewith and to specify the relative rights, powers and duties of the holders of the Units or other Partnership Securities being so issued. (e) Subject to the terms of Sections 4.4(c) and 6.4(c), the General Partner is also authorized to cause the issuance of Partnership Securities (any other than I-Units) pursuant to any employee benefit plan for the benefit type of employees responsible for the operations security of the Partnership from time to time to Partners or any Subsidiary maintained or sponsored by other Persons on terms and conditions established in the sole and complete discretion of the General Partner; provided, however, that if such securities represent options, rights or warrants to purchase Units or are convertible into Units, then such issuance must be approved by a Majority Vote of the Partnership, any Subsidiary or any Affiliate of any of them. (f) Limited Partners. The General Partner shall use its best efforts to do all things necessary to comply with the Delaware Act and is authorized and directed to do all things it deems to be necessary or advisable in connection with any such future issuance of Partnership Securitiesissuance, including, without limitation, compliance with any statute, rule, regulation or guideline of any federal, state or other governmental agency or any National Securities Exchange on which the Units or other Partnership Securities are listed for tradingagency.

Issuances of Additional Units and Other Securities. (a) Subject to Section 4.4(c), the The General Partner is hereby authorized to cause the Partnership to issue, in addition to the Units issued heretofore by the Partnership, issue such additional Units, or classes or series thereof, or options, rights, warrants or appreciation rights relating thereto, or any other type of equity security that the Partnership may lawfully issue, or any unsecured or secured debt obligations of the Partnership or debt obligations of the Partnership convertible into any class or series of equity securities of the Partnership (collectively, “"Partnership Securities”"), for any Partnership purpose, at any time or from time to time, to the Partners or to other Persons for such consideration and on such terms and conditions as shall be established by the General Partner in its sole discretion, all without the approval of any Limited PartnersPartner. The General Partner shall have sole discretion, subject to the guidelines set forth in this Section 4.4 and the requirements of the Delaware Act, in determining the consideration and terms and conditions with respect to any future issuance of Partnership Securities. Partnership Securities may be represented by a Certificate, as provided in Section 10.1 hereof. (b) Notwithstanding any provision of this Agreement to the contrary (other than (i) the approval provisions with respect to issuances of additional Series 1 Preferred Units, Senior Securities or Parity Securities as set forth in Section 4.13(a), (ii) the approval provisions with respect to issuances of additional Class D Units as set forth in Section 4.15(a) and (iii) the approval provisions with respect to issuances of additional Class E Units as set forth in Section 4.17(a), each of which shall control)contrary, additional Partnership Securities to be issued by the Partnership pursuant to this Section 4.4 shall be issuable from time to time in one or more classes, or one or more series of any of such classes, with such designations, preferences and relative, participating, optional or other special rights, powers and duties, including, without limitation, including rights, powers and duties senior to existing classes and series of Partnership Securities, all as shall be fixed by the General Partner in the exercise of its sole and complete discretion, subject to Delaware law, including, without limitation, (i) the allocations of items of Partnership income, gain, loss, deduction and credit to each such class or series of Partnership Securities; (ii) the right of each such class or series of Partnership Securities to share in Partnership distributions; (iii) the rights of each such class or series of Partnership Securities upon dissolution and liquidation of the Partnership; (iv) whether such class or series of Partnership Securities is redeemable by the Partnership and, if so, the price at which, and the terms and conditions upon which, such class or series of Partnership Securities may be redeemed by the Partnership; (v) whether such class or series of Partnership Securities is issued with the privilege of conversion and, if so, the rate at which, and the terms and conditions upon which, such class or series of Partnership Securities may be converted into any other class or series of Partnership Securities; (vi) the terms and conditions upon which each such class or series of Partnership Securities will be issued, evidenced by Certificates, or other evidence of the issuance of uncertificated Units, and assigned or transferred; and (vii) the right, if any, of each such class or series of Partnership Securities to vote on Partnership matters, including, without limitation, matters relating to the relative rights, preferences and privileges of each such class or series. (c) Upon the issuance of any Units by the Partnership (except upon (i) the issuance of I-Units or fractions of I-Units pursuant to Sections 5.10(b) and 5.10(e), (ii) the issuance of Units pursuant to Section 4.11, (iii) the change of Class A Common Units and Class B Common Units pursuant to Section 5.6, and (iv) the issuance of Series 1 Preferred Units), the General Partner shall be required to make additional Capital Contributions to the Partnership such that the General Partner shall at all times have a balance in its Capital Account equal to no less than 2% of the total positive Capital Account balances of all Partners (excluding Capital Account balances of Partners in respect of Series 1 Preferred Units). (d) The General Partner is hereby authorized and directed to take all actions that it deems necessary or appropriate in connection with each issuance of Units or other Partnership Securities pursuant to Section 4.4(a) and to amend this Agreement in any manner that it deems necessary or appropriate to provide for each such issuance, to admit Additional Limited Partners in connection therewith and to specify the relative rights, powers and duties of the holders of the Units or other Partnership Securities being so issued. (e) Subject to the terms of Sections 4.4(c) and 6.4(c), the General Partner is authorized to cause the issuance of Partnership Securities (other than I-Units) pursuant to any employee benefit plan for the benefit of employees responsible for the operations of the Partnership or any Subsidiary maintained or sponsored by the General Partner, the Partnership, any Subsidiary or any Affiliate of any of them. (f) The General Partner shall do all things necessary to comply with the Delaware Act and is authorized and directed to do all things it deems to be necessary or advisable in connection with any future issuance of Partnership Securities, including, without limitation, compliance with any statute, rule, regulation or guideline of any federal, state or other governmental agency or any National Securities Exchange on which the Units or other Partnership Securities are listed for trading.Partner-

Issuances of Additional Units and Other Securities. (a) Subject to Section 4.4(c), the General Partner is hereby authorized to cause the Partnership to issue, in addition to the Senior Preference Units, Junior Preference Units and Common Units issued heretofore by the Partnershippursuant to Section 4.2, such additional Units, or classes or series thereof, or options, rights, warrants or appreciation rights relating thereto, or any other type of equity security that the Partnership may lawfully issue, or any unsecured or secured debt obligations of the Partnership or debt obligations of the Partnership convertible into any class or series of equity securities of the Partnership (collectively, “Partnership Securities”), for any Partnership purpose, at any time or from time to time, to the Partners or to other Persons for such consideration and on such terms and conditions as shall be established by the General Partner in its sole discretion, all without the approval of any Limited Partners. The General Partner shall have sole discretion, subject to the guidelines set forth in this Section 4.4 and the requirements of the Delaware Act, in determining the consideration and terms and conditions with respect to any future issuance of Partnership Securities. Partnership Securities may be represented by a Certificate, as provided in Section 10.1 hereof. (b) Notwithstanding any provision of this Agreement to the contrary (other than (i) the approval provisions with respect to issuances of additional Series 1 Preferred Units, Senior Securities or Parity Securities as set forth in Section 4.13(a), (ii) the approval provisions with respect to issuances of additional Class D Units as set forth in Section 4.15(a) and (iii) the approval provisions with respect to issuances of additional Class E Units as set forth in Section 4.17(a), each of which shall control)contrary, additional Partnership Securities to be issued by the Partnership pursuant to this Section 4.4 shall be issuable from time to time in one or more classes, or one or more series of any of such classes, with such designations, preferences and relative, participating, optional or other special rights, powers and duties, including, without limitation, rights, powers and duties senior to existing classes and series of Partnership Securities, all as shall be fixed by the General Partner in the exercise of its sole and complete discretion, subject to Delaware lawLaw, including, without limitation, (i) the allocations of items of Partnership income, gain, loss, deduction and credit to each such class or series of Partnership Securities; (ii) the right of each such class or series of Partnership Securities to share in Partnership distributions; (iii) the rights of each such class or series of Partnership Securities upon dissolution and liquidation of the Partnership; (iv) whether such class or series of additional Partnership Securities is redeemable or callable by the Partnership and, if so, the price at which, and the terms and conditions upon which, such class or series of additional Partnership Securities may be redeemed or called by the Partnership; (v) whether such class or series of additional Partnership Securities is issued with the privilege of conversion and, if so, the rate at which, and the terms and conditions upon which, such class or series of Partnership Securities may be converted into any other class or series of Partnership Securities; (vi) the terms and conditions upon which each such class or series of Partnership Securities will be issued, evidenced by Certificates, or other evidence of the issuance of uncertificated Units, Unit Certificates and assigned or transferred; and (vii) the right, if any, of each such class or series of Partnership Securities to vote on Partnership matters, including, without limitation, matters relating to the relative rights, preferences and privileges of each such class or series. (c) Upon the issuance of any Units by the Partnership (except upon (i) the issuance of I-Units or fractions of I-Units pursuant to Sections 5.10(b) and 5.10(e), (ii) the issuance of Units pursuant to Section 4.11, (iii) the change of Class A Common Units and Class B Common Units pursuant to Section 5.6, and (iv) the issuance of Series 1 Preferred Units)Partnership, the General Partner shall be required to make additional Capital Contributions to the Partnership in exchange for additional General Partner Units and Class B Common Units such that the General Partner shall at all times have a balance in its Capital Account (a) in respect of the General Partner Units shall equal to no less than 2% 0.025/99ths of the total positive Capital Account balances of all Partners and (excluding b) in respect of the Class B Common Units shall equal 0.975/99ths of the total positive Capital Account balances of Partners in respect of Series 1 Preferred Units)all Partners. (d) The General Partner is hereby authorized and directed to take all actions that it deems necessary or appropriate in connection with each issuance of Units or other Partnership Securities pursuant to Section 4.4(a) and to amend this Agreement in any manner that it deems necessary or appropriate to provide for each such issuance, to admit Additional Limited Partners in connection therewith and to specify the relative rights, powers and duties of the holders of the Units or other Partnership Securities being so issued. (e) Subject to the terms of Sections 4.4(c) and 6.4(c), the The General Partner is authorized to cause the issuance of Partnership Securities (other than I-Units) pursuant to any employee benefit plan for the benefit of employees responsible for the operations of the Partnership or any Subsidiary the Operating Partnership maintained or sponsored by the General Partner, the Partnership, any Subsidiary the Operating Partnership or any Affiliate of any of them. (f) The General Partner shall do all things necessary to comply with the Delaware Act and is authorized and directed to do all things it deems determines to be necessary or advisable in connection with any future issuance of Partnership Securities, including, without limitation, compliance with any statute, rule, regulation or guideline of any federal, state or other governmental agency or any National Securities Exchange on which the Units or other Partnership Securities are listed for trading.

Issuances of Additional Units and Other Securities. (a) Subject to Section 4.4(c4.3(c), the General Partner is hereby authorized to cause the Partnership to issue, in addition to the Partnership Interests and Units issued heretofore by the Partnershippursuant to Sections 4.1 and 4.2, such additional Units (other than General Partner Units), or classes or series thereof, or options, rights, warrants or appreciation rights relating thereto, or any other type of equity security that the Partnership may lawfully issue, or any unsecured or secured debt obligations of the Partnership or debt obligations of the Partnership convertible into any class or series of equity securities of the Partnership (collectively, “Partnership Securities”), for any Partnership purpose, at any time or from time to time, to the Partners or to other Persons for such consideration and on such terms and conditions as shall be established by the General Partner in its sole discretion, all without the approval of any Limited Partners. The General Partner shall have sole discretion, subject to the guidelines set forth in this Section 4.4 4.3 and the requirements of the Delaware Act, in determining the consideration and terms and conditions with respect to any future issuance of Partnership Securities. Partnership Securities may be represented by a Certificate, as provided in Section 10.1 hereof. (b) Notwithstanding any provision of this Agreement to the contrary (other than (i) the approval provisions with respect to issuances of additional Series 1 Preferred Units, Senior Securities or Parity Securities as set forth in Section 4.13(a), (ii) the approval provisions with respect to issuances of additional Class D Units as set forth in Section 4.15(a) and (iii) the approval provisions with respect to issuances of additional Class E Units as set forth in Section 4.17(a), each of which shall control), additional Additional Partnership Securities to be issued by the Partnership pursuant to this Section 4.4 4.3 shall be issuable from time to time in one or more classes, or one or more series of any of such classes, with such designations, preferences and relative, participating, optional or other special rights, powers and duties, including, without limitation, rights, powers and duties senior to existing classes and series of Partnership SecuritiesSecurities (except as provided in Section 4.3(c)), all as shall be fixed by the General Partner in the exercise of its sole and complete discretion, subject to Delaware lawlaw and Section 4.3(c), including, without limitation, (i) the allocations of items of Partnership income, gain, loss, deduction and credit to each such class or series of Partnership Securities; (ii) the right of each such class or series of Partnership Securities to share in Partnership distributions; (iii) the rights of each such class or series of Partnership Securities upon dissolution and liquidation of the Partnership; (iv) whether such class or series of additional Partnership Securities is redeemable by the Partnership and, if so, the price at which, and the terms and conditions upon which, such class or series of additional Partnership Securities may be redeemed by the Partnership; (v) whether such class or series of additional Partnership Securities is issued with the privilege of conversion and, if so, the rate at which, and the terms and conditions upon which, such class or series of Partnership Securities may be converted into any other class or series of Partnership SecuritiesSecurities or other property; (vi) the terms and conditions upon which each such class or series of Partnership Securities will be issued, evidenced by Certificates, or other evidence of the issuance of uncertificated Units, certificates and assigned or transferred; and (vii) the right, if any, of each such class or series of Partnership Securities to vote on Partnership matters, including, without limitation, matters relating to the relative rights, preferences and privileges of each such class or series. (c) Notwithstanding the terms of Sections 4.3(a) and 4.3(b), the issuance by the Partnership of any Partnership Securities pursuant to this Section 4.3 shall be subject to the following restrictions and limitations: (i) Except for the issuance of Additional Senior Units pursuant to Section 5.4, for so long as any Senior Units are Outstanding, the Partnership shall not create, authorize or issue additional Partnership Securities (or securities convertible into Partnership Securities) having distribution rights or liquidation rights ranking prior or senior to, or on a parity with, the Senior Units, without the prior approval of the holders of at least a majority of the Outstanding Senior Units; and (ii) The General Partner may, at any time, make a Capital Contribution to the Partnership so that the General Partner will have made aggregate Capital Contributions equal to at least 1.0% of the aggregate Capital Contributions of all Partners. Upon the issuance of any Common Units by the Partnership to any Person, the General Partner, in its sole discretion, may simultaneously purchase (except upon (ior may purchase at any time thereafter as specified below) a number of General Partner Units only to the issuance of I-extent necessary such that after taking into account the additional Common Units or fractions of I-issued to such Person and the General Partner Units to be issued to the General Partner pursuant to Sections 5.10(b) and 5.10(e), (ii) the issuance of Units pursuant to this Section 4.11, (iii) the change of Class A Common Units and Class B Common Units pursuant to Section 5.6, and (iv) the issuance of Series 1 Preferred Units4.3(c)(ii), the General Partner shall will have a Percentage Interest of no more than 1.0%. The consideration for the General Partner Units to be required issued to make additional Capital Contributions to the Partnership such that the General Partner shall at all times have a balance in its Capital Account equal to no less than 2% be the higher of the total positive Capital Account balances price at which the Common Units were issued or, only if the purchase is not made simultaneously with the issuance of all Partners (excluding Capital Account balances the Common Units, the Closing Price of Partners in respect the Common Units on the day prior to the proposed issuance of Series 1 Preferred such General Partner Units).; (d) The General Partner is hereby authorized and directed to take all actions that it deems necessary or appropriate in connection with each issuance of Units Units, IDRs or other Partnership Securities pursuant to Section 4.4(a4.3(a) and to amend this Agreement in any manner that it deems necessary or appropriate to provide for each such issuance, to admit Additional Limited Partners in connection therewith and to specify the relative rights, powers and duties of the holders of the Units Units, IDRs or other Partnership Securities being so issued. (e) Subject to the terms of Sections 4.4(c) and 6.4(c), the General Partner is authorized to cause the issuance of Partnership Securities (other than I-Units) pursuant to any employee benefit plan for the benefit of employees responsible for the operations of the Partnership or any Subsidiary maintained or sponsored by the General Partner, the Partnership, any Subsidiary or any Affiliate of any of them. (f) The General Partner shall do all things necessary to comply with the Delaware Act and is authorized and directed to do all things it deems to be necessary or advisable in connection with any future issuance of Partnership Securities, including, without limitation, compliance with any statute, rule, regulation or guideline of any federal, state or other governmental agency or any National Securities Exchange on which the Units or other Partnership Securities are listed for trading.

Issuances of Additional Units and Other Securities. (a) Subject to Section 4.4(cSections 4.3(c), 4.3(f), 6.3(b), 6.16 and the other terms of this Agreement, the General Partner is hereby authorized to cause the Partnership to issue, in addition to the Partnership Interests and Units issued heretofore by the Partnershippursuant to Sections 4.1 and 4.2, such additional Units (other than General Partner Units), or classes or series thereof, or options, rights, warrants or appreciation rights relating thereto, or any other type of equity security that the Partnership may lawfully issue, or any unsecured or secured debt obligations of the Partnership or debt obligations of the Partnership convertible into any class or series of equity securities of the Partnership (collectively, “Partnership Securities”), for any Partnership purpose, at any time or from time to time, to the Partners or to other Persons for such consideration and on such terms and conditions as shall be established by the General Partner in its sole discretion, all without the approval of any Limited Partners. The General Partner shall have sole discretion, subject to the guidelines set forth in this Section 4.4 4.3 and the requirements of the Delaware Act, in determining the consideration and terms and conditions with respect to any future issuance of Partnership Securities. Partnership Securities may be represented by a Certificate, as provided in Section 10.1 hereof. (b) Notwithstanding any provision of this Agreement to the contrary (other than (i) the approval provisions with respect to issuances of additional Series 1 Preferred Units, Senior Securities or Parity Securities as set forth in Section 4.13(a), (ii) the approval provisions with respect to issuances of additional Class D Units as set forth in Section 4.15(a) and (iii) the approval provisions with respect to issuances of additional Class E Units as set forth in Section 4.17(a), each of which shall control), additional Additional Partnership Securities to be issued by the Partnership pursuant to this Section 4.4 4.3 shall be issuable from time to time in one or more classes, or one or more series of any of such classes, with such designations, preferences and relative, participating, optional or other special rights, powers and duties, including, without limitation, rights, powers and duties senior to existing classes and series of Partnership SecuritiesSecurities (except as provided in Section 4.3), all as shall be fixed by the General Partner in the exercise of its sole and complete discretion, subject to Delaware law, Section 4.3(c) and Section 4.3(f), including, without limitation, (i) the allocations of items of Partnership income, gain, loss, deduction and credit to each such class or series of Partnership Securities; (ii) the right of each such class or series of Partnership Securities to share in Partnership distributions; (iii) the rights of each such class or series of Partnership Securities upon dissolution and liquidation of the Partnership; (iv) whether such class or series of additional Partnership Securities is redeemable by the Partnership and, if so, the price at which, and the terms and conditions upon which, such class or series of additional Partnership Securities may be redeemed by the Partnership; (v) whether such class or series of additional Partnership Securities is issued with the privilege of conversion and, if so, the rate at which, and the terms and conditions upon which, such class or series of Partnership Securities may be converted into any other class or series of Partnership SecuritiesSecurities or other property; (vi) the terms and conditions upon which each such class or series of Partnership Securities will be issued, evidenced by Certificates, or other evidence of the issuance of uncertificated Units, certificates and assigned or transferred; and (vii) the right, if any, of each such class or series of Partnership Securities ​ to vote on Partnership matters, including, without limitation, matters relating to the relative rights, preferences and privileges of each such class or series. (c) Notwithstanding the terms of Sections 4.3(a) and 4.3(b), the issuance by the Partnership of any Partnership Securities pursuant to this Section 4.3 shall be subject to the following restrictions and limitations: (i) The General Partner may, at any time, make a Capital Contribution to the Partnership so that the General Partner will have made aggregate Capital Contributions equal to at least 1.0% of the aggregate Capital Contributions of all Partners. Upon the issuance of any Units by the Partnership to any Person, the General Partner, in its sole discretion, may simultaneously purchase (except upon (ior may purchase at any time thereafter as specified below) a number of General Partner Units only to the issuance of I-extent necessary such that after taking into account the additional Units or fractions of I-issued to such Person and the General Partner Units to be issued to the General Partner pursuant to Sections 5.10(b) and 5.10(e), (ii) the issuance of Units pursuant to this Section 4.11, (iii) the change of Class A Common Units and Class B Common Units pursuant to Section 5.6, and (iv) the issuance of Series 1 Preferred Units4.3(c)(ii), the General Partner shall will have a Percentage Interest of no more than 1.0%. The consideration for the General Partner Units to be required issued to make additional Capital Contributions to the Partnership such that the General Partner shall at all times have a balance in its Capital Account equal to no less than 2% be the higher of the total positive Capital Account balances price at which the Units were issued or, only if the purchase is not made simultaneously with the issuance of all Partners (excluding Capital Account balances the Units and the Units issued are Class A Units, the Closing Price of Partners in respect the Class A Units on the day prior to the proposed issuance of Series 1 Preferred such General Partner Units).; (d) The Subject to this Section 4.3 and the other terms herein, the General Partner is hereby authorized and directed to take all actions that it deems necessary or appropriate in connection with each issuance of Units or other Partnership Securities pursuant to Section 4.4(a4.3(a) and, subject to Section 6.15 and 6.16, to amend this Agreement in any manner that it deems necessary or appropriate to provide for each such issuance, to admit Additional Limited Partners in connection therewith and to specify the relative rights, powers and duties of the holders of the Units or other Partnership Securities being so issued. (e) Subject to the terms of Sections 4.4(c) and 6.4(c), the General Partner is authorized to cause the issuance of Partnership Securities (other than I-Units) pursuant to any employee benefit plan for the benefit of employees responsible for the operations of the Partnership or any Subsidiary maintained or sponsored by the General Partner, the Partnership, any Subsidiary or any Affiliate of any of them. (f) The General Partner shall do all things necessary to comply with the Delaware Act and is authorized and directed directed, subject to the other terms of this Agreement, to do all things it deems to be necessary or advisable in connection with any future issuance of Partnership Securities, including, without limitation, compliance with any statute, rule, regulation or guideline of any federal, state or other governmental agency or any National Securities Exchange on which the Units or other Partnership Securities are listed for trading. (f) Adjustments to the Class B Units.

Issuances of Additional Units and Other Securities. (a) Subject to Section 4.4(c), the General Partner is hereby authorized to cause the Partnership to issue, in addition to the Common Units issued heretofore by the Partnership, such additional Units, or classes or series thereof, or options, rights, warrants or appreciation rights relating thereto, or any other type of equity security that the Partnership may lawfully issue, or any unsecured or secured debt obligations of the Partnership or debt obligations of the Partnership convertible into any class or series of equity securities of the Partnership (collectively, “Partnership Securities”"PARTNERSHIP SECURITIES"), for any Partnership purpose, at any time or from time to time, to the Partners or to other Persons for such consideration and on such terms and conditions as shall be established by the General Partner in its sole discretion, all without the approval of any Limited Partners. The General Partner shall have sole discretion, subject to the guidelines set forth in this Section 4.4 and the requirements of the Delaware Act, in determining the consideration and terms and conditions with respect to any future issuance of Partnership Securities. Partnership Securities may be represented by a Certificate, as provided in Section 10.1 hereof. (b) Notwithstanding any provision of this Agreement to the contrary (other than (i) the approval provisions with respect to issuances of additional Series 1 Preferred Units, Senior Securities or Parity Securities as set forth in Section 4.13(a), (ii) the approval provisions with respect to issuances of additional Class D Units as set forth in Section 4.15(a) and (iii) the approval provisions with respect to issuances of additional Class E Units as set forth in Section 4.17(a), each of which shall control)contrary, additional Partnership Securities to be issued by the Partnership pursuant to this Section 4.4 shall be issuable from time to time in one or more classes, or one or more series of any of such classes, with such designations, preferences and relative, participating, optional or other special rights, powers and duties, including, without limitation, rights, powers and duties senior to existing classes and series of Partnership Securities, all as shall be fixed by the General Partner in the exercise of its sole and complete discretion, subject to Delaware law, including, without limitation, (i) the allocations of items of Partnership income, gain, loss, deduction and credit to each such class or series of Partnership Securities; (ii) the right of each such class or series of Partnership Securities to share in Partnership distributions; (iii) the rights of each such class or series of Partnership Securities upon dissolution and liquidation of the Partnership; (iv) whether such class or series of Partnership Securities is redeemable by the Partnership and, if so, the price at which, and the terms and conditions upon which, such class or series of Partnership Securities may be redeemed by the Partnership; (v) whether such class or series of Partnership Securities is issued with the privilege of conversion and, if so, the rate at which, and the terms and conditions upon which, such class or series of Partnership Securities may be converted into any other class or series of Partnership Securities; (vi) the terms and conditions upon which each such class or series of Partnership Securities will be issued, evidenced by Certificates, or other evidence of the issuance of uncertificated Units, Certificates and assigned or transferred; and (vii) the right, if any, of each such class or series of Partnership Securities to vote on Partnership matters, including, without limitation, matters relating to the relative rights, preferences and privileges of each such class or series. (c) Upon the issuance of any Units by the Partnership (except upon (i) the issuance of I-Units or fractions of I-Units pursuant to Sections 5.10(b) and 5.10(e), (ii) the issuance of Units pursuant to Section 4.11, (iii) and the change of Class A Common Units and Class B Common Units pursuant to Section 5.6, and (iv) the issuance of Series 1 Preferred Units), the General Partner shall be required to make additional Capital Contributions to the Partnership such that the General Partner shall at all times have a balance in its Capital Account equal to no less than 2% of the total positive Capital Account balances of all Partners (excluding Capital Account balances of Partners in respect of Series 1 Preferred Units)Partners. (d) The General Partner is hereby authorized and directed to take all actions that it deems necessary or appropriate in connection with each issuance of Units or other Partnership Securities pursuant to Section 4.4(a) and to amend this Agreement in any manner that it deems necessary or appropriate to provide for each such issuance, to admit Additional Limited Partners in connection therewith and to specify the relative rights, powers and duties of the holders of the Units or other Partnership Securities being so issued. (e) Subject to the terms of Sections 4.4(c) and 6.4(c), the General Partner is authorized to cause the issuance of Partnership Securities (other than I-Units) pursuant to any employee benefit plan for the benefit of employees responsible for the operations of the Partnership or any Subsidiary maintained or sponsored by the General Partner, the Partnership, any Subsidiary or any Affiliate of any of them. (f) The General Partner shall do all things necessary to comply with the Delaware Act and is authorized and directed to do all things it deems to be necessary or advisable in connection with any future issuance of Partnership Securities, including, without limitation, compliance with any statute, rule, regulation or guideline of any federal, state or other governmental agency or any National Securities Exchange on which the Units or other Partnership Securities are listed for trading.

Issuances of Additional Units and Other Securities. (a) Subject to Section 4.4(c4.3(c), the General Partner is hereby authorized to cause the Partnership to issue, in addition to the Partnership Interests and Units issued heretofore by the Partnershippursuant to Sections 4.1 and 4.2, such additional Units (other than General Partner Units), or classes or series thereof, or options, rights, warrants or appreciation rights relating thereto, or any other type of equity security that the Partnership may lawfully issue, or any unsecured or secured debt obligations of the Partnership or debt obligations of the Partnership convertible into any class or series of equity securities of the Partnership (collectively, “"Partnership Securities”"), for any Partnership purpose, at any time or from time to time, to the Partners or to other Persons for such consideration and on such terms and conditions as shall be established by the General Partner in its sole discretion, all without the approval of any Limited Partners. The General Partner shall have sole discretion, subject to the guidelines set forth in this Section 4.4 4.3 and the requirements of the Delaware Act, in determining the consideration and terms and conditions with respect to any future issuance of Partnership Securities. Partnership Securities may be represented by a Certificate, as provided in Section 10.1 hereof. (b) Notwithstanding any provision of this Agreement to the contrary (other than (i) the approval provisions with respect to issuances of additional Series 1 Preferred Units, Senior Securities or Parity Securities as set forth in Section 4.13(a), (ii) the approval provisions with respect to issuances of additional Class D Units as set forth in Section 4.15(a) and (iii) the approval provisions with respect to issuances of additional Class E Units as set forth in Section 4.17(a), each of which shall control), additional Additional Partnership Securities to be issued by the Partnership pursuant to this Section 4.4 4.3 shall be issuable from time to time in one or more classes, or one or more series of any of such classes, with such designations, preferences and relative, participating, optional or other special rights, powers and duties, including, without limitation, rights, powers and duties senior to existing classes and series of Partnership SecuritiesSecurities (except as provided in Section 4.3(c)), all as shall be fixed by the General Partner in the exercise of its sole and complete discretion, subject to Delaware lawlaw and Section 4.3(c), including, without limitation, (i) the allocations of items of Partnership income, gain, loss, deduction and credit to each such class or series of Partnership Securities; (ii) the right of each such class or series of Partnership Securities to share in Partnership distributions; (iii) the rights of each such class or series of Partnership Securities upon dissolution and liquidation of the Partnership; (iv) whether such class or series of additional Partnership Securities is redeemable by the Partnership and, if so, the price at which, and the terms and conditions upon which, such class or series of additional Partnership Securities may be redeemed by the Partnership; (v) whether such class or series of additional Partnership Securities is issued with the privilege of conversion and, if so, the rate at which, and the terms and conditions upon which, such class or series of Partnership Securities may be converted into any other class or series of Partnership SecuritiesSecurities or other property; (vi) the terms and conditions upon which each such class or series of Partnership Securities will be issued, evidenced by Certificates, or other evidence of the issuance of uncertificated Units, certificates and assigned or transferred; and (vii) the right, if any, of each such class or series of Partnership Securities to vote on Partnership matters, including, without limitation, matters relating to the relative rights, preferences and privileges of each such class or series. (c) Notwithstanding the terms of Sections 4.3(a) and 4.3(b), the issuance by the Partnership of any Partnership Securities pursuant to this Section 4.3 shall be subject to the following restrictions and limitations: (i) Except for the issuance of Additional Senior Units pursuant to Section 5.4, for so long as any Senior Units are Outstanding, the Partnership shall not create, authorize or issue additional Partnership Securities (or securities convertible into Partnership Securities) having distribution rights or liquidation rights ranking prior or senior to, or on a parity with, the Senior Units, without the prior approval of the holders of at least a majority of the Outstanding Senior Units; and (ii) The General Partner may, at any time, make a Capital Contribution to the Partnership so that the General Partner will have a Capital Account equal to at least 1.0% of the sum of the Capital Accounts of all Partners. Upon the issuance of any Common Units by the Partnership to any Person, the General Partner, in its sole discretion, may simultaneously purchase (except upon (ior may purchase at any time thereafter as specified below) a number of General Partner Units only to the issuance of I-extent necessary such that after taking into account the additional Common Units or fractions of I-issued to such Person and the General Partner Units to be issued to the General Partner pursuant to Sections 5.10(b) and 5.10(e), (ii) the issuance of Units pursuant to this Section 4.11, (iii) the change of Class A Common Units and Class B Common Units pursuant to Section 5.6, and (iv) the issuance of Series 1 Preferred Units4.3(c)(ii), the General Partner shall will have a Percentage Interest of no more than 1.0%. The consideration for the General Partner Units to be required issued to make additional Capital Contributions to the Partnership such that the General Partner shall at all times have a balance in its Capital Account equal to no less than 2% be the higher of the total positive Capital Account balances price at which the Common Units were issued or, only if the purchase is not made simultaneously with the issuance of all Partners (excluding Capital Account balances the Common Units, the Closing Price of Partners in respect the Common Units on the day prior to the proposed issuance of Series 1 Preferred such General Partner Units).; (d) The General Partner is hereby authorized and directed to take all actions that it deems necessary or appropriate in connection with each issuance of Units Units, IDRs or other Partnership Securities pursuant to Section 4.4(a4.3(a) and to amend this Agreement in any manner that it deems necessary or appropriate to provide for each such issuance, to admit Additional Limited Partners in connection therewith and to specify the relative rights, powers and duties of the holders of the Units Units, IDRs or other Partnership Securities being so issued. (e) Subject to the terms of Sections 4.4(c) and 6.4(c), the General Partner is authorized to cause the issuance of Partnership Securities (other than I-Units) pursuant to any employee benefit plan for the benefit of employees responsible for the operations of the Partnership or any Subsidiary maintained or sponsored by the General Partner, the Partnership, any Subsidiary or any Affiliate of any of them. (f) The General Partner shall do all things necessary to comply with the Delaware Act and is authorized and directed to do all things it deems to be necessary or advisable in connection with any future issuance of Partnership Securities, including, without limitation, compliance with any statute, rule, regulation or guideline of any federal, state or other governmental agency or any National Securities Exchange on which the Units or other Partnership Securities are listed for trading.

Issuances of Additional Units and Other Securities. (a) On the Closing Date, all outstanding Interests in the Company will be cancelled and terminated and immediately thereafter the Company will issue the Initial Units to the Claim Holders and Interest Holders pursuant to the Plan of Reorganization. In addition, the Company shall issue the Warrants to the Interest Holders as provided in the Plan of Reorganization. (b) Subject to Section 4.4(c4.1(d), the General Partner Board of Directors is hereby authorized to cause the Partnership Company to issue, in addition to the Units issued heretofore by the Partnership, issue such additional Units, or classes or series thereof, or options, rights, warrants or appreciation rights relating thereto, or any other type of equity security that the Partnership Company may lawfully issue, or any unsecured or secured debt obligations of the Partnership or debt obligations of the Partnership Company convertible into any class or series of equity securities of the Partnership Company (collectively, “Partnership Securities”"COMPANY SECURITIES"), for any Partnership Company purpose, at any time or from time to time, to the Partners Members or to other Persons for such consideration and on such terms and conditions as shall be established by the General Partner Board of Directors in its sole discretion, all without the approval of any Limited PartnersMembers. The General Partner Board of Directors shall have sole discretion, subject to the guidelines set forth in this Section 4.4 4.1 and the requirements of the Delaware Act, in determining the consideration and terms and conditions with respect to any future issuance of Partnership Company Securities. Partnership Securities may be represented by a Certificate, as provided in Section 10.1 hereof. (bc) Notwithstanding any provision of this Agreement to the contrary (other than (i) the approval provisions with respect to issuances of additional Series 1 Preferred Units, Senior Securities or Parity Securities as set forth in Section 4.13(a), (ii) the approval provisions with respect to issuances of additional Class D Units as set forth in Section 4.15(a) and (iii) the approval provisions with respect to issuances of additional Class E Units as set forth in Section 4.17(a), each of which shall control), additional Partnership Additional Company Securities to be issued by the Partnership Company pursuant to this Section 4.4 4.1 shall be issuable from time to time in one or more classes, or one or more series of any of such classes, with such designations, preferences and relative, participating, optional or other special rights, powers and duties, including, without limitation, rights, powers and duties senior to existing classes and series of Partnership SecuritiesCompany Securities (except as provided in Section 4.1(d)), all as shall be fixed by the General Partner Board of Directors in the exercise of its sole and complete discretion, subject to Delaware lawlaw and Section 4.1(d), including, without limitation, (i) the allocations of items of Partnership Company income, gain, loss, deduction and credit to each such class or series of Partnership Company Securities; (ii) the right of each such class or series of Partnership Company Securities to share in Partnership Company distributions; (iii) the rights of each such class or series of Partnership Company Securities upon dissolution and liquidation of the PartnershipCompany; (iv) whether such class or series of Partnership additional Company Securities is redeemable by the Partnership Company and, if so, the price at which, and the terms and conditions upon which, such class or series of Partnership additional Company Securities may be redeemed by the PartnershipCompany; (v) whether such class or series of Partnership additional Company Securities is issued with the privilege of conversion and, if so, the rate at which, and the terms and conditions upon which, such class or series of Partnership Company Securities may be converted into any other class or series of Partnership SecuritiesCompany Securities or other property; (vi) the terms and conditions upon which each such class or series of Partnership Company Securities will be issued, evidenced by Certificates, or other evidence of the issuance of uncertificated Units, certificates and assigned or transferred; and (vii) the right, if any, of each such class or series of Partnership Company Securities to vote on Partnership Company matters, including, without limitation, matters relating to the relative rights, preferences and privileges of each such class or series. (cd) Upon Notwithstanding the issuance terms of any Units by the Partnership (except upon (i) the issuance of I-Units or fractions of I-Units pursuant to Sections 5.10(b4.1(b) and 5.10(e), (ii) the issuance of Units pursuant to Section 4.11, (iii) the change of Class A Common Units and Class B Common Units pursuant to Section 5.6, and (iv) the issuance of Series 1 Preferred Units4.1(c), the General Partner Company shall be required to make not issue additional Capital Contributions to Company Securities without the Partnership such that the General Partner shall at all times have a balance in its Capital Account equal to no less than 2% prior approval of the total positive Capital Account balances Holders of all Partners (excluding Capital Account balances at least two-thirds of Partners in respect the Outstanding Common Units, other than up to 1.2 million Common Units to be issued under the Unit Option Plan, and up to 957,981 Common Units to be issued upon exercise of Series 1 Preferred Units)the Warrants. (de) The General Partner Board of Directors is hereby authorized and directed to take all actions that it deems necessary or appropriate in connection with each issuance of Units Units, or other Partnership Company Securities pursuant to Section 4.4(a4.1(b) and to amend this Agreement in any manner that it deems necessary or appropriate to provide for each such issuance, to admit Additional Limited Partners Members in connection therewith and to specify the relative rights, powers and duties of the holders of the Units Units, or other Partnership Company Securities being so issued. (e) Subject to the terms of Sections 4.4(c) and 6.4(c), the General Partner is authorized to cause the issuance of Partnership Securities (other than I-Units) pursuant to any employee benefit plan for the benefit of employees responsible for the operations of the Partnership or any Subsidiary maintained or sponsored by the General Partner, the Partnership, any Subsidiary or any Affiliate of any of them. (f) The General Partner Board of Directors shall do all things necessary to comply with the Delaware Act and is authorized and directed to do all things it deems to be necessary or advisable in connection with any future issuance of Partnership Company Securities, including, without limitation, compliance with any statute, rule, regulation or guideline of any federal, state or other governmental agency or any National Securities Exchange on which the Units or other Partnership Company Securities are listed for trading.

Issuances of Additional Units and Other Securities. (a) Subject to Section 4.4(c4.2(c), the General Partner Partnership Policy Committee is hereby authorized to cause the Partnership to issue, in addition to the Partnership Interests and Units issued heretofore by the Partnershippursuant to Section 4.1, such additional Units, or classes or series thereof, or options, rights, warrants or appreciation rights relating thereto, or any other type of equity security that the Partnership may lawfully issue, or any unsecured or secured debt obligations of the Partnership or debt obligations of the Partnership convertible into any class or series of equity securities of the Partnership (collectively, “Partnership Securities”), for "PARTNERSHIP SECURITIES"),for any Partnership purpose, at any time or from time to time, to the Partners or to other Persons for such consideration and on such terms and conditions as shall be established by the General Partner Partnership Policy Committee in its sole discretion, all without the approval of any Limited Partners. The General Partner Partnership Policy Committee shall have sole discretion, subject to the guidelines set forth in this Section 4.4 4.2 and the requirements of the Delaware Act, in determining the consideration and terms and conditions with respect to any future issuance of Partnership Securities. Partnership Securities may be represented by a Certificate, as provided in Section 10.1 hereof. (b) Notwithstanding any provision of this Agreement to the contrary (other than (i) the approval provisions with respect to issuances of additional Series 1 Preferred Units, Senior Securities or Parity Securities as set forth in Section 4.13(a), (ii) the approval provisions with respect to issuances of additional Class D Units as set forth in Section 4.15(a) and (iii) the approval provisions with respect to issuances of additional Class E Units as set forth in Section 4.17(a), each of which shall control), additional Additional Partnership Securities to be issued by the Partnership pursuant to this Section 4.4 4.2 shall be issuable from time to time in one or more classes, or one or more series of any of such classes, with such designations, preferences and relative, participating, optional or other special rights, powers and duties, including, without limitation, rights, powers and duties senior to existing classes and series of Partnership SecuritiesSecurities (except as provided in Section 4.2(c)), all as shall be fixed by the General Partner Partnership Policy Committee in the exercise of its sole and complete discretion, subject to Delaware lawlaw and Section 4.2(c), including, without limitation, (i) the allocations of items of Partnership income, gain, loss, deduction and credit to each such class or series of Partnership Securities; (ii) the right of each such class or series of Partnership Securities to share in Partnership distributions; (iii) the rights of each such class or series of Partnership Securities upon dissolution and liquidation of the Partnership; (iv) whether such class or series of additional Partnership Securities is redeemable by the Partnership and, if so, the price at which, and the terms and conditions upon which, such class or series of additional Partnership Securities may be redeemed by the Partnership; (v) whether such class or series of additional Partnership Securities is issued with the privilege of conversion and, if so, the rate at which, and the terms and conditions upon which, such class or series of Partnership Securities may be converted into any other class or series of Partnership SecuritiesSecurities or other property; (vi) the terms and conditions upon which each such class or series of Partnership Securities will be issued, evidenced by Certificates, or other evidence of the issuance of uncertificated Units, certificates and assigned or transferred; and (vii) the right, if any, of each such class or series of Partnership Securities to vote on Partnership matters, including, without limitation, matters relating to the relative rights, preferences and privileges of each such class or series. (c) Notwithstanding the terms of Sections 4.2(a) and 4.2(b), the issuance by the Partnership of any Partnership Securities pursuant to this Section 4.2 shall be subject to the following restrictions and limitations: (i) For a period of 180 days following the Closing Date, the Partnership shall not issue additional Common Units or other Partnership Securities having rights to distribution or in liquidation ranking on a parity with the Common Units; and (ii) During the Subordination Period, the Partnership shall not issue an aggregate of more than 17,200,000 additional Common Units or an equivalent amount of other Units having rights to distributions or in liquidation ranking on a parity with the Common Units, without the prior approval of a majority of the Outstanding Common Units (excluding Common Units held by the General Partners and their Affiliates); (iii) From and after the Closing Date, the Partnership shall not issue additional Partnership Securities having rights to distributions or in liquidation ranking senior to the Common Units, without the prior approval of a majority of the Outstanding Common Units (excluding, during the Subordination Period, Common Units held by the General Partners and their Affiliates); and (iv) Upon the issuance of any Units Partnership Interests by the Partnership (except upon (i) or the issuance making of I-Units or fractions of I-Units pursuant any other Capital Contributions to Sections 5.10(b) and 5.10(e), (ii) the issuance of Units pursuant to Section 4.11, (iii) the change of Class A Common Units and Class B Common Units pursuant to Section 5.6, and (iv) the issuance of Series 1 Preferred Units)Partnership, the General Partner Partners shall be required to make additional Capital Contributions to the Partnership (each in the proportion of its General Partner Percentage Interest) such that the General Partner Partners shall at all times have a balance in its their Capital Account with respect to their general partner interests equal to no less than 2to, in the aggregate, 1% of the total positive Capital Account balances of all Partners (excluding Capital Account balances of Partners in respect of Series 1 Preferred Units)Partners. (d) The General Partner Partnership Policy Committee is hereby authorized and directed to take all actions that it deems necessary or appropriate in connection with each issuance of Units or other Partnership Securities pursuant to Section 4.4(a4.2(a) and to amend this Agreement in any manner that it deems necessary or appropriate to provide for each such issuance, to admit Additional Limited Partners in connection therewith and to specify the relative rights, powers and duties of the holders of the Units or other Partnership Securities being so issued. (e) Subject to the terms of Sections 4.4(c) and 6.4(c), the General Partner is authorized to cause the issuance of The Partnership Securities (other than I-Units) pursuant to any employee benefit plan for the benefit of employees responsible for the operations of the Partnership or any Subsidiary maintained or sponsored by the General Partner, the Partnership, any Subsidiary or any Affiliate of any of them. (f) The General Partner Policy Committee shall do all things necessary to comply with the Delaware Act and is authorized and directed to do all things it deems to be necessary or advisable in connection with any future issuance of Partnership Securities, including, without limitation, compliance with any statute, rule, regulation or guideline of any federal, state or other governmental agency or any National Securities Exchange on which the Units or other Partnership Securities are listed for trading.

Issuances of Additional Units and Other Securities. (a) Subject to Section 4.4(c), the The General Partner is hereby authorized to cause the Partnership to issue, in addition to the Units issued heretofore by the Partnershippursuant to Section 4.3 hereof, such additional Units, or classes or series thereof, or options, rights, warrants or appreciation rights relating thereto, or SPUs or any other type of equity security that the Partnership may lawfully issue, or any unsecured or secured debt obligations of the Partnership or debt obligations of the Partnership convertible into any class or series of equity securities of the Partnership (collectively, “"Partnership Securities”"), for any Partnership purpose, at any time or from time to time, to the Partners or to other Persons for such consideration and on such terms and conditions as shall be established by the General Partner in its sole discretion, all without the approval of any Limited Partners. The General Partner shall have sole discretion, subject to the guidelines set forth in this Section 4.4 and the requirements of the Delaware Act, in determining the consideration and terms and conditions with respect to any future issuance of Partnership Securities. Partnership Securities may be represented by a Certificate, as provided in Section 10.1 hereof. (b) Notwithstanding any provision of this Agreement to the contrary (other than (i) the approval provisions with respect to issuances of additional Series 1 Preferred Units, Senior Securities or Parity Securities as set forth in Section 4.13(a), (ii) the approval provisions with respect to issuances of additional Class D Units as set forth in Section 4.15(a) and (iii) the approval provisions with respect to issuances of additional Class E Units as set forth in Section 4.17(a), each of which shall control)contrary, additional Partnership Securities to be issued by the Partnership pursuant to this Section 4.4 shall be issuable from time to time in one or more classes, or one or more series of any of such classes, with such designations, preferences and relative, participating, optional or other special rights, powers and duties, including, without limitation, including rights, powers and duties senior to existing classes and series of Partnership Securities, all as shall be fixed by the General Partner in the exercise of its sole and complete discretion, subject to Delaware law, including, without limitation, (i) the allocations of items of Partnership income, gain, loss, deduction and credit to each such class or series of Partnership Securities; (ii) the right of each such class or series of Partnership Securities to share in Partnership distributions; (iii) the rights of each such class or series of Partnership Securities upon dissolution and liquidation of the Partnership; (iv) whether such class or series of additional Partnership Securities is redeemable by the Partnership and, if so, the price at which, and the terms and conditions upon which, such class or series of additional Partnership Securities may be redeemed by the Partnership; (v) whether such class or series of additional Partnership Securities is issued with the privilege of conversion and, if so, the rate at which, and the terms and conditions upon which, such class or series of Partnership Securities may be converted into any other class or series of Partnership Securities; (vi) the terms and conditions upon which each such class or series of Partnership Securities will be issued, deposited with the Depositary, evidenced by Certificates, or other evidence of the issuance of uncertificated Units, Depositary Receipts and assigned or transferred; and (vii) the right, if any, of each such class or series of Partnership Securities to vote on Partnership matters, including, without limitation, including matters relating to the relative rights, preferences and privileges of each such class or series. (c) Upon Notwithstanding the issuance terms of any Units by Sections 4.4(a) and 4.4(b) hereof, during the Support Period, the Partnership shall not issue an aggregate of more than 3,750,000 additional Units (except upon (i) the issuance excluding for purposes of I-such determination Units or fractions of I-Units issued pursuant to Sections 5.10(bthe Underwriter's over-allotment option) and 5.10(e)or other Partnership Securities on a parity with the Units with respect to distributions, income, losses or upon liquidation nor shall the Partnership issue any other Partnership Securities having rights to distributions or in liquidation ranking prior or senior to the Units, without the prior approval of a majority of the outstanding Units (ii) the issuance of excluding Units pursuant to Section 4.11, (iii) the change of Class A Common Units and Class B Common Units pursuant to Section 5.6, and (iv) the issuance of Series 1 Preferred Units), held by the General Partner and its Affiliates). After the Support Period, the Partnership shall be required not issue any other Partnership Securities having rights to make additional Capital Contributions distributions or in liquidation ranking prior or senior to the Partnership such that Units, without the prior approval of a majority of the outstanding Units (excluding Units held by the General Partner shall at all times have a balance in and its Capital Account equal to no less than 2% of the total positive Capital Account balances of all Partners (excluding Capital Account balances of Partners in respect of Series 1 Preferred UnitsAffiliates). (d) The General Partner is hereby authorized and directed to take all actions that which it deems appropriate or necessary or appropriate in connection with each issuance of Units Units, SPUs or other Partnership Securities pursuant to Section 4.4(a) hereof and to amend this Agreement in any manner that which it deems appropriate or necessary or appropriate to provide for each such issuance, to admit Additional Limited Partners in connection therewith and to specify the relative rights, powers and duties of the holders of the Units or other Partnership Securities being so issued. (e) Subject to the terms of Sections 4.4(c) and 6.4(c), the General Partner is authorized to cause the issuance of Partnership Securities (other than I-Units) pursuant to any employee benefit plan for the benefit of employees responsible for the operations of the Partnership or any Subsidiary maintained or sponsored by the General Partner, the Partnership, any Subsidiary or any Affiliate of any of them. (f) The General Partner shall do all things necessary to comply with the Delaware Act and is authorized and directed to do all things it deems to be necessary or advisable in connection with any future issuance of Partnership Securities, including, without limitation, including compliance with any statute, rule, regulation or guideline of any federal, state or other governmental agency or any National Securities Exchange on which the Depositary Units or other Partnership Securities are listed for trading.