Common use of Ranking Clause in Contracts

Ranking. Any class or series of Partnership Units of the Partnership shall be deemed to rank: (a) prior or senior to the Class Three Partnership Preferred Units, as to the payment of distributions and as to the distribution of assets upon liquidation, dissolution or winding up, if the holders of such class or series shall be entitled to the receipt of distributions and of amounts distributable upon liquidation, dissolution or winding up, as the case may be, in preference or priority to the holders of Class Three Partnership Preferred Units (the Partnership Units referred to in this paragraph being hereinafter referred to, collectively, as “Senior Partnership Units”); (b) on a parity with the Class Three Partnership Preferred Units, as to the payment of distributions and as to the distribution of assets upon liquidation, dissolution or winding up, whether or not the distribution rates, distribution payment dates or redemption or liquidation prices per unit or other denomination thereof be different from those of the Class Three Partnership Preferred Units if (i) such class or series of Partnership Units shall be Class G Partnership Preferred Units, Class One Partnership Preferred Units or Class Two Partnership Preferred Units or (ii) the holders of such class or series of Partnership Units and the Class Three Partnership Preferred Units shall be entitled to the receipt of distributions and of amounts distributable upon liquidation, dissolution or winding up in proportion to their respective amounts of accrued and unpaid distributions per unit or other denomination or liquidation preferences, without preference or priority one over the other (the Partnership Units referred to in clauses (i) and (ii) of this paragraph being hereinafter referred to, collectively, as “Parity Partnership Units”); and (c) junior to the Class Three Partnership Preferred Units, as to the payment of distributions and as to the distribution of assets upon liquidation, dissolution or winding up, if (i) such class or series of Partnership Units shall be Partnership Common Units or Class I High Performance Partnership Units or (ii) the holders of Class Three Partnership Preferred Units shall be entitled to receipt of distributions or of amounts distributable upon liquidation, dissolution or winding up, as the case may be, in preference or priority to the holders of such class or series of Partnership Units (the Partnership Units referred to in clauses (i) and (ii) of this paragraph being hereinafter referred to, collectively, as “Junior Partnership Units”).

Ranking. Any class or series of Partnership Units of the Partnership shall be deemed to rank: (a) prior or senior to the Class Three One Partnership Preferred Units, as to the payment of distributions and as to the distribution distributions of assets upon liquidation, dissolution or winding up, if the holders of such class or series shall be entitled to the receipt of distributions and of amounts distributable upon liquidation, dissolution or winding up, as the case may be, in preference or priority to the holders of Class Three One Partnership Preferred Units (the Partnership Units referred to in this paragraph being hereinafter referred to, collectively, as “Senior Partnership Units”); (b) on a parity with the Class Three One Partnership Preferred Units, as to the payment of distributions and as to the distribution of assets upon liquidation, dissolution or winding up, whether or not the distribution rates, distribution payment dates or redemption or liquidation prices per unit or other denomination thereof be different from those of the Class Three One Partnership Preferred Units if (i) such class or series of Partnership Units shall be Class G Partnership Preferred Units, Class One Partnership Preferred Units or Class Two Partnership Preferred Units or (ii) the holders of such class or series of Partnership Units and the Class Three One Partnership Preferred Units shall be entitled to the receipt of distributions and of amounts distributable upon liquidation, dissolution or winding up in proportion to their respective amounts of accrued and unpaid distributions per unit or other denomination or liquidation preferences, without preference or priority one over the other (the Partnership Units referred to in clauses (i) and (ii) of this paragraph being hereinafter referred to, collectively, as “Parity Partnership Units”); and (c) junior to the Class Three One Partnership Preferred Units, as to the payment of distributions and as to the distribution of assets upon liquidation, dissolution or winding up, if (i) such class or series of Partnership Units shall be Partnership Common Units or Class I High Performance Partnership Units or (ii) the holders of Class Three One Partnership Preferred Units shall be entitled to receipt of distributions or of amounts distributable upon liquidation, dissolution or winding up, as the case may be, in preference or priority to the holders of such class or series of Partnership Units (the Partnership Units referred to in clauses (i) and (ii) of this paragraph being hereinafter referred to, collectively, as “Junior Partnership Units”).

Ranking. Any class or series of Partnership Units of the Partnership shall be deemed to rank: (a) prior or senior to the Class Three Four Partnership Preferred Units, as to the payment of distributions and as to the distribution of assets upon liquidation, dissolution or winding up, if the holders of such class or series shall be entitled to the receipt of distributions and of amounts distributable upon liquidation, dissolution or winding up, as the case may be, in preference or priority to the holders of Class Three Four Partnership Preferred Units (the Partnership Units referred to in this paragraph being hereinafter referred to, collectively, as “Senior Partnership Units”); (b) on a parity with the Class Three Four Partnership Preferred Units, as to the payment of distributions and as to the distribution of assets upon liquidation, dissolution or winding up, whether or not the distribution rates, distribution payment dates or redemption or liquidation prices per unit or other denomination thereof be different from those of the Class Three Four Partnership Preferred Units if (i) such class or series of Partnership Units shall be Class G Partnership Preferred Units, Class One Partnership Preferred Units or Units, Class Two Partnership Preferred Units or Class Three Partnership Preferred Units, or (ii) the holders of such class or series of Partnership Units and the Class Three Four Partnership Preferred Units shall be entitled to the receipt of distributions and of amounts distributable upon liquidation, dissolution or winding up in proportion to their respective amounts of accrued and unpaid distributions per unit or other denomination or liquidation preferences, without preference or priority one over the other (the Partnership Units referred to in clauses (i) and (ii) of this paragraph being hereinafter referred to, collectively, as “Parity Partnership Units”); and (c) junior to the Class Three Four Partnership Preferred Units, as to the payment of distributions and as to the distribution of assets upon liquidation, dissolution or winding up, if (i) such class or series of Partnership Units shall be Partnership Common Units or Class I High Performance Partnership Units or (ii) the holders of Class Three Four Partnership Preferred Units shall be entitled to receipt of distributions or of amounts distributable upon liquidation, dissolution or winding up, as the case may be, in preference or priority to the holders of such class or series of Partnership Units (the Partnership Units referred to in clauses (i) and (ii) of this paragraph being hereinafter referred to, collectively, as “Junior Partnership Units”).

Ranking. Any class or series of Partnership Units of the Partnership shall be deemed to rank: (a) prior or senior to the Class Three Two Partnership Preferred Units, as to the payment of distributions and as to the distribution of assets upon liquidation, dissolution or winding up, if the holders of such class or series shall be entitled to the receipt of distributions and of amounts distributable upon liquidation, dissolution or winding up, as the case may be, in preference or priority to the holders of Class Three Two Partnership Preferred Units (the Partnership Units referred to in this paragraph being hereinafter referred to, collectively, as “Senior Partnership Units”); (b) on a parity with the Class Three Two Partnership Preferred Units, as to the payment of distributions and as to the distribution of assets upon liquidation, dissolution or winding up, whether or not the distribution rates, distribution payment dates or redemption or liquidation prices per unit or other denomination thereof be different from those of the Class Three Two Partnership Preferred Units if (i) such class or series of Partnership Units shall be Class G Partnership Preferred Units, Class One Partnership Preferred Units or Class Two One Partnership Preferred Units or (ii) the holders of such class or series of Partnership Units and the Class Three Two Partnership Preferred Units shall be entitled to the receipt of distributions and of amounts distributable upon liquidation, dissolution or winding up in proportion to their respective amounts of accrued and unpaid distributions per unit or other denomination or liquidation preferences, without preference or priority one over the other (the Partnership Units referred to in clauses (i) and (ii) of this paragraph being hereinafter referred to, collectively, as “Parity Partnership Units”); and (c) junior to the Class Three Two Partnership Preferred Units, as to the payment of distributions and as to the distribution of assets upon liquidation, dissolution or winding up, if (i) such class or series of Partnership Units shall be Partnership Common Units or Class I High Performance Partnership Units or (ii) the holders of Class Three Two Partnership Preferred Units shall be entitled to receipt of distributions or of amounts distributable upon liquidation, dissolution or winding up, as the case may be, in preference or priority to the holders of such class or series of Partnership Units (the Partnership Units referred to in clauses (i) and (ii) of this paragraph being hereinafter referred to, collectively, as “Junior Partnership Units”).

Ranking. Any class or series of Partnership Units of the Partnership shall be deemed to rank: (a) prior or senior to the Class Three Nine Partnership Preferred Units, as to the payment of distributions and as to the distribution of assets upon liquidation, dissolution or winding up, if the holders of such class or series shall be entitled to the receipt of distributions and of amounts distributable upon liquidation, dissolution or winding up, as the case may be, in preference or priority to the holders of Class Three Nine Partnership Preferred Units (the Partnership Units referred to in this paragraph partnership units being hereinafter referred to, collectively, as “Senior Partnership Units”); (b) on a parity with the Class Three Nine Partnership Preferred Units, as to the payment of distributions and as to the distribution of assets upon liquidation, dissolution or winding up, whether or not the distribution rates, distribution payment dates or redemption or liquidation prices per unit or other denomination thereof be different from those of the Class Three Nine Partnership Preferred Units if (i) if such class or series of Partnership Units partnership units shall be Class G One Partnership Preferred Units, Class One Partnership Preferred Units or Class Two Partnership Preferred Units Units, Class Three Partnership Preferred Units, or Class Four Partnership Preferred Units, or (ii) if the holders of such class or series of Partnership Units partnership units and the Class Three Nine Partnership Preferred Units shall be entitled to the receipt of distributions and of amounts distributable upon liquidation, dissolution or winding up in proportion to their respective amounts of accrued and unpaid distributions per unit or other denomination or liquidation preferences, without preference or priority one over the other (the Partnership Units partnership units referred to in clauses (i) and (ii) of this paragraph being hereinafter referred to, collectively, as “Parity Partnership Units”); and (c) junior to the Class Three Nine Partnership Preferred Units, as to the payment of distributions and as to the distribution of assets upon liquidation, dissolution or winding up, if (i) if such class or series of Partnership Units partnership units shall be Partnership Common Units or Class I High Performance Partnership Units or (ii) if the holders of Class Three Nine Partnership Preferred Units shall be entitled to receipt of distributions or of amounts distributable upon liquidation, dissolution or winding up, as the case may be, in preference or priority to the holders of such class or series of Partnership Units (the Partnership Units partnership units referred to in clauses (i) and (ii) of this paragraph being hereinafter referred to, collectively, as “Junior Partnership Units”).

Ranking. Any class or series of Partnership Units of the Partnership shall be deemed to rank: (a) 7.1 prior or senior to the Class Three Partnership Series 2017 Preferred Units, as to the payment of distributions and as to the distribution distributions of assets upon liquidation, dissolution or winding up, up if the holders of such class or series shall be entitled to the receipt of distributions and or of amounts distributable upon liquidation, dissolution or winding up, as the case may be, in preference or priority to the holders of Class Three Partnership Series 2017 Preferred Units (the Partnership Units referred to in this paragraph being hereinafter referred to, collectively, as “Senior Partnership Units”); (b) 7.2 on a parity with the Class Three Partnership Series 2017 Preferred Units, as to the payment of distributions and as to the distribution of assets upon liquidation, dissolution or winding up, whether or not the distribution rates, distribution payment dates or redemption or liquidation prices per unit or other denomination thereof be different from those of the Class Three Partnership Series 2017 Preferred Units if (i) such class or series of Partnership Units shall be Class G Partnership Preferred Units, Class One Partnership Preferred Units or Class Two Partnership Preferred Units or (ii) the holders of such class or series of Partnership Units and the Class Three Partnership Series 2017 Preferred Units shall be entitled to the receipt of distributions and of amounts distributable upon liquidation, dissolution or winding up in proportion to their respective amounts of accrued and unpaid distributions per unit or other denomination or liquidation preferences, without preference or priority of one over the other other, and expressly includes the Series 2016 Preferred Units and the Series 2019 Preferred Units (the Partnership Units referred to in clauses (i) and (ii) of this paragraph being hereinafter referred to, collectively, as the “Series 2017 Parity Partnership Units”); and (c) 7.3 junior to the Class Three Partnership Series 2017 Preferred Units, as to the payment of distributions and as to the distribution of assets upon liquidation, dissolution or winding up, if (i) such class or series of Partnership Units shall be Partnership Common Units or Class I High Performance Partnership Units or (ii) the holders of Class Three Partnership Series 2017 Preferred Units shall be entitled to receipt of distributions or of amounts distributable upon liquidation, dissolution or winding up, as the case may be, in preference or priority to the holders of such class or series of Partnership Units (the Partnership Units referred to in clauses (i) and (ii) of this paragraph being hereinafter referred to, collectively, as “Series 2017 Junior Partnership Units”).

Ranking. Any class or series of Partnership Units of the Partnership shall be deemed to rank: (a) prior or senior to the Class Three Seven Partnership Preferred Units, as to the payment of distributions and as to the distribution of assets upon liquidation, dissolution or winding up, if the holders of such class or series shall be entitled to the receipt of distributions and of amounts distributable upon liquidation, dissolution or winding up, as the case may be, in preference or priority to the holders of Class Three Seven Partnership Preferred Units (the Partnership Units referred to in this paragraph partnership units being hereinafter referred to, collectively, as “Senior Partnership Units”); (b) on a parity with the Class Three Seven Partnership Preferred Units, as to the payment of distributions and as to the distribution of assets upon liquidation, dissolution or winding up, whether or not the distribution rates, distribution payment dates or redemption or liquidation prices per unit or other denomination thereof be different from those of the Class Three Seven Partnership Preferred Units if (i) if such class or series of Partnership Units partnership units shall be Class G Partnership Preferred Units, Class One Partnership Preferred Units, Class Two Partnership Preferred Units, Class Three Partnership Preferred Units, Class Four Partnership Preferred Units or Class Two Six Partnership Preferred Units or (ii) if the holders of such class or series of Partnership Units partnership units and the Class Three Seven Partnership Preferred Units shall be entitled to the receipt of distributions and of amounts distributable upon liquidation, dissolution or winding up in proportion to their respective amounts of accrued and unpaid distributions per unit or other denomination or liquidation preferences, without preference or priority one over the other (the Partnership Units partnership units referred to in clauses (i) and (ii) of this paragraph being hereinafter referred to, collectively, as “Parity Partnership Units”); and (c) junior to the Class Three Seven Partnership Preferred Units, as to the payment of distributions and as to the distribution of assets upon liquidation, dissolution or winding up, if (i) if such class or series of Partnership Units partnership units shall be Partnership Common Units or Units, Class I High Performance Partnership Units or Class Five Partnership Preferred Units or (ii) if the holders of Class Three Seven Partnership Preferred Units shall be entitled to receipt of distributions or of amounts distributable upon liquidation, dissolution or winding up, as the case may be, in preference or priority to the holders of such class or series of Partnership Units (the Partnership Units partnership units referred to in clauses (i) and (ii) of this paragraph being hereinafter referred to, collectively, as “Junior Partnership Units”).

Ranking. Any class or series of Partnership Units of the Partnership shall be deemed to rank: (a) 7.1 prior or senior to the Class Three Partnership Series 2016 Preferred Units, as to the payment of distributions and as to the distribution distributions of assets upon liquidation, dissolution or winding up, if the holders of such class or series shall be entitled to the receipt of distributions and or of amounts distributable upon liquidation, dissolution or winding up, as the case may be, in preference or priority to the holders of Class Three Partnership Series 2016 Preferred Units (the Partnership Units referred to in this paragraph being hereinafter referred to, collectively, as “Senior Partnership Units”); (b) 7.2 on a parity with the Class Three Partnership Series 2016 Preferred Units, as to the payment of distributions and as to the distribution of assets upon liquidation, dissolution or winding up, whether or not the distribution rates, distribution payment dates or redemption or liquidation prices per unit or other denomination thereof be different from those of the Class Three Partnership Series 2016 Preferred Units if (i) such class or series of Partnership Units shall be Class G Partnership Preferred Units, Class One Partnership Preferred Units or Class Two Partnership Preferred Units or (ii) the holders of such class or series of Partnership Units and the Class Three Partnership Series 2016 Preferred Units shall be entitled to the receipt of distributions and of amounts distributable upon liquidation, dissolution or winding up in proportion to their respective amounts of accrued and unpaid distributions per unit or other denomination or liquidation preferences, without preference or priority of one over the other other, and expressly includes the Series 2017 Preferred Units and the Series 2019 Preferred Units (the Partnership Units referred to in clauses (i) and (ii) of this paragraph being hereinafter referred to, collectively, as the “Series 2016 Parity Partnership Units”); and (c) 7.3 junior to the Class Three Partnership Series 2016 Preferred Units, as to the payment of distributions and as to the distribution of assets upon liquidation, dissolution or winding up, if (i) such class or series of Partnership Units shall be Partnership Common Units or Class I High Performance Partnership Units or (ii) the holders of Class Three Partnership Series 2016 Preferred Units shall be entitled to receipt of distributions or of amounts distributable upon liquidation, dissolution or winding up, as the case may be, in preference or priority to the holders of such class or series of Partnership Units (the Partnership Units referred to in clauses (i) and (ii) of this paragraph being hereinafter referred to, collectively, as “Series 2016 Junior Partnership Units”).

Ranking. Any (a) In respect of rights to the payment of distributions and the distribution of assets in the event of any liquidation, dissolution or winding up of the affairs of the Partnership, the Series C Preferred Units shall rank (i) senior to any class or series of Partnership Units of the Partnership shall be deemed other than any class or series referred to rank: in clauses (aii) prior and (iii) of this sentence, (ii) on a parity with any class or senior to series of Partnership Units of the Class Three Partnership the terms of which specifically provide that such class or series of Partnership Units ranks on a parity with the Series C Preferred Units, Units as to the payment of distributions and the distribution of assets in the event of any liquidation, dissolution or winding up of the Partnership, including, without limitation the Series B Preferred Units, and (iii) junior to any class or series of Partnership Units of the Partnership ranking senior to the Series C Preferred Units as to the payment of distributions and the distribution of assets in the event of any liquidation, dissolution or winding up of the Partnership. For avoidance of doubt, any debt of the Partnership which is convertible into or exchangeable for Partnership Units of the Partnership shall not constitute a class or series of Partnership Units of the Partnership. (b) Unless (x) no Series C Preferred Units remain outstanding or (y) the requisite holders of the Preferred Shares have approved similar actions with respect to the Preferred Shares in accordance with the Articles Supplementary (in which event the Partnership may take similar action with respect to the Series C Preferred Units), the Partnership shall not: (i) authorize or create, or increase the authorized or issued amount of, any class or series of Partnership Units ranking senior to the Series C Preferred Units with respect to payment of dividends or the distribution of assets upon liquidation, dissolution or winding-up of the affairs of the Partnership or reclassify any authorized shares of Partnership Units into such Partnership Units, or create, authorize or issue any obligation or security convertible into or evidencing the right to purchase any such Partnership Units; or (ii) amend, alter or repeal the provisions of the Partnership Agreement or this Certificate of Designation, whether by merger, consolidation, transfer or conveyance of all or substantially all of its assets or otherwise (an "Event"), so as to materially and adversely affect any right, preference, or privilege of the Series C Preferred Units or the holders thereof; provided however, with respect to the occurrence of any of the Events set forth in (ii) above, so long as the Series C Preferred Units remains outstanding with the terms thereof materially unchanged, taking into account that, upon the occurrence of an Event, the Partnership may not be the surviving entity, the occurrence of such Event shall not be deemed to materially and adversely affect such rights, preferences, privileges of holders of Series C Preferred Units. The provisions of this Section 9(b) shall not, however, prohibit the Partnership from taking the following actions: (A) any increase, decrease or issuance from time to time of any class or series of Partnership Units (including the Series C Preferred Units), or (B) the creation or issuance from time to time of any additional classes or series of Partnership Units, in each case referred to in clause (A) or (B) above ranking on a parity with or junior to the Series C Preferred Units with respect to the payment of dividends and the distribution of assets upon liquidation, dissolution or winding up, if the holders of such class or series shall be entitled to the receipt of distributions and of amounts distributable upon liquidation, dissolution or winding up, as the case may be, in preference or priority to the holders of Class Three Partnership Preferred Units (the Partnership Units referred to in this paragraph being hereinafter referred to, collectively, as “Senior Partnership Units”); (b) on a parity with the Class Three Partnership Preferred Units, as to the payment of distributions and as to the distribution of assets upon liquidation, dissolution or winding up, whether or not the distribution rates, distribution payment dates or redemption or liquidation prices per unit or other denomination thereof be different from those up of the Class Three Partnership Preferred Units if (i) such class or series of Partnership Units shall be Class G Partnership Preferred Units, Class One Partnership Preferred Units or Class Two Partnership Preferred Units or (ii) the holders of such class or series of Partnership Units and the Class Three Partnership Preferred Units shall be entitled to the receipt of distributions and of amounts distributable upon liquidation, dissolution or winding up in proportion to their respective amounts of accrued and unpaid distributions per unit or other denomination or liquidation preferences, without preference or priority one over the other (the Partnership Units referred to in clauses (i) and (ii) of this paragraph being hereinafter referred to, collectively, as “Parity Partnership Units”); andPartnership. (c) junior Notwithstanding anything to the Class Three contrary in this Section 9, nothing herein shall prevent the Partnership Preferred Units, from taking such action as may be necessary or advisable in its sole discretion so as to the payment of distributions and avoid being treated as an association taxable as a corporation for federal tax purposes or so as to the distribution of assets upon liquidation, dissolution or winding up, if avoid adversely affecting (ifor as long as LXP deems necessary) such class or series of Partnership Units shall be Partnership Common Units or Class I High Performance Partnership Units or (ii) the holders of Class Three Partnership Preferred Units shall be entitled LXP's ability to receipt of distributions or of amounts distributable upon liquidation, dissolution or winding up, qualify as the case may be, in preference or priority to the holders of such class or series of Partnership Units (the Partnership Units referred to in clauses (i) and (ii) of this paragraph being hereinafter referred to, collectively, as “Junior Partnership Units”)a REIT for federal tax purposes.

Ranking. Any class or series of Partnership Units of the Partnership shall be deemed to rank: (a) prior or senior to the Class Three Six Partnership Preferred Units, as to the payment of distributions and as to the distribution of assets upon liquidation, dissolution or winding up, if the holders of such class or series shall be entitled to the receipt of distributions and of amounts distributable upon liquidation, dissolution or winding up, as the case may be, in preference or priority to the holders of Class Three Six Partnership Preferred Units (the Partnership Units referred to in this paragraph being hereinafter referred to, collectively, as “Senior Partnership Units”); (b) on a parity with the Class Three Six Partnership Preferred Units, as to the payment of distributions and as to the distribution of assets upon liquidation, dissolution or winding up, whether or not the distribution rates, distribution payment dates or redemption or liquidation prices per unit or other denomination thereof be different from those of the Class Three Six Partnership Preferred Units if (i) such class or series of Partnership Units shall be Class G Partnership Preferred Units, Class One Partnership Preferred Units, Class Two Partnership Preferred Units, Class Three Partnership Preferred Units or Class Two Four Partnership Preferred Units or (ii) the holders of such class or series of Partnership Units and the Class Three Six Partnership Preferred Units shall be entitled to the receipt of distributions and of amounts distributable upon liquidation, dissolution or winding up in proportion to their respective amounts of accrued and unpaid distributions per unit or other denomination or liquidation preferences, without preference or priority one over the other (the Partnership Units referred to in clauses (i) and (ii) of this paragraph being hereinafter referred to, collectively, as “Parity Partnership Units”); and (c) junior to the Class Three Six Partnership Preferred Units, as to the payment of distributions and as to the distribution of assets upon liquidation, dissolution or winding up, if (i) such class or series of Partnership Units shall be Partnership Common Units or Units, Class I High Performance Partnership Units or Class Five Partnership Preferred Units or (ii) the holders of Class Three Six Partnership Preferred Units shall be entitled to receipt of distributions or of amounts distributable upon liquidation, dissolution or winding up, as the case may be, in preference or priority to the holders of such class or series of Partnership Units (the Partnership Units referred to in clauses (i) and (ii) of this paragraph being hereinafter referred to, collectively, as “Junior Partnership Units”).

Ranking. Any class or series of Partnership Units of the Partnership shall be ------- deemed to rank: (aA) prior or senior to the Class Three Partnership Series B Preferred Units, as to the payment of distributions and as to the distribution of assets upon liquidation, dissolution or winding upup of the Partnership, if the holders of such class or series of Partnership Units shall be entitled to the receipt of distributions and or of amounts distributable upon liquidation, dissolution or winding up, as the case may be, in preference or priority to the holders of Class Three Partnership Series B Preferred Units (the Partnership Units referred to in this paragraph being hereinafter referred to, collectively, as “Senior Partnership Units”); (bB) on a parity with the Class Three Partnership Series B Preferred Units, Units as to the payment of distributions and as to the distribution of assets upon liquidation, dissolution or winding upup of the Partnership, whether or not the distribution rates, distribution payment dates or redemption or liquidation prices per unit or other denomination thereof Partnership Unit be different from those of the Class Three Partnership Preferred Units if (i) such class or series of Partnership Units shall be Class G Partnership Series B Preferred Units, Class One Partnership Preferred Units or Class Two Partnership Preferred Units or (ii) if the holders of such class or series of Partnership Units and the Class Three Partnership Series B Preferred Units shall be entitled to the receipt of distributions and of amounts distributable upon liquidation, dissolution or winding up in proportion to their respective amounts of accrued and unpaid distributions per unit or other denomination Partnership Unit or liquidation preferences, without preference or priority one over the other ("PARITY UNITS"); the outstanding Series A Cumulative Convertible Redeemable Preferred Units of the General Partner are Parity Units; (C) junior to the Series B Preferred Units, as to the payment of distributions or as to the distribution of assets upon liquidation, dissolution or winding up of the Partnership, if such class or series of Partnership Units referred to in clauses (i) and (ii) of this paragraph being hereinafter referred to, collectively, as “Parity Partnership shall be Junior Units”); and (cD) junior to the Class Three Partnership Series B Preferred Units, as to the payment of distributions and as to the distribution of assets upon liquidation, dissolution or winding upup of the Partnership, if (i) such class or series of Partnership Units shall be Partnership Common Units or Class I High Performance Partnership Units or (ii) the holders of Class Three Partnership Preferred Units shall be entitled to receipt of distributions or of amounts distributable upon liquidation, dissolution or winding up, as the case may be, in preference or priority to the holders of such class or series of Partnership Units (the Partnership Units referred to in clauses (i) and (ii) of this paragraph being hereinafter referred to, collectively, as “Fully Junior Partnership Units”).;

Ranking. Any class or series of Partnership Units of the Partnership shall be deemed to rank: (a) 7.1 prior or senior to the Class Three Partnership Series 2019 Preferred Units, as to the payment of distributions and as to the distribution distributions of assets upon liquidation, dissolution or winding up, if the holders of such class or series shall be entitled to the receipt of distributions and or of amounts distributable upon liquidation, dissolution or winding up, as the case may be, in preference or priority to the holders of Class Three Partnership Series 2019 Preferred Units (the Partnership Units referred to in this paragraph being hereinafter referred to, collectively, as “Senior Partnership Units”); (b) 7.2 on a parity with the Class Three Partnership Series 2019 Preferred Units, as to the payment of distributions and as to the distribution of assets upon liquidation, dissolution or winding up, whether or not the distribution rates, distribution payment dates or redemption or liquidation prices per unit or other denomination thereof be different from those of the Class Three Partnership Series 2019 Preferred Units if (i) such class or series of Partnership Units shall be Class G Partnership Preferred Units, Class One Partnership Preferred Units or Class Two Partnership Preferred Units or (ii) the holders of such class or series of Partnership Units and the Class Three Partnership Series 2019 Preferred Units shall be entitled to the receipt of distributions and of amounts distributable upon liquidation, dissolution or winding up in proportion to their respective amounts of accrued and unpaid distributions per unit or other denomination or liquidation preferences, without preference or priority of one over the other other, and expressly includes the Series 2016 Preferred Units and the Series 2017 Preferred Units (the Partnership Units referred to in clauses (i) and (ii) of this paragraph being hereinafter referred to, collectively, as the “Series 2019 Parity Partnership Units”); and (c) 7.3 junior to the Class Three Partnership Series 2019 Preferred Units, as to the payment of distributions and as to the distribution of assets upon liquidation, dissolution or winding up, if (i) such class or series of Partnership Units shall be Partnership Common Units or Class I High Performance Partnership Units or (ii) the holders of Class Three Partnership Series 2019 Preferred Units shall be entitled to receipt of distributions or of amounts distributable upon liquidation, dissolution or winding up, as the case may be, in preference or priority to the holders of such class or series of Partnership Units (the Partnership Units referred to in clauses (i) and (ii) of this paragraph being hereinafter referred to, collectively, as “Series 2019 Junior Partnership Units”).

Ranking. Any class or series of Partnership OP Units of the Partnership shall be deemed to rank: (a) prior or senior to the Class Three Partnership A OP Preferred Units, as to the payment of distributions and or as to the distribution distributions of assets upon liquidation, dissolution or winding up, as the case may be, if the holders of such class or series shall be entitled to the receipt of distributions and or of amounts distributable upon liquidation, dissolution or winding up, as the case may be, in preference or priority to the holders of Class Three Partnership A OP Preferred Units (the Partnership Units referred to in this paragraph being hereinafter referred to, collectively, as “"Senior Partnership OP Units”"); (bi) on a parity with the Class Three Partnership A OP Preferred Units, as to the payment of distributions and as to the distribution of assets upon liquidation, dissolution or winding up, whether or not the distribution rates, distribution payment dates or redemption or liquidation prices per unit or other denomination thereof be different from those of the Class Three Partnership A OP Preferred Units if (i) such class or series of Partnership OP Units shall be Class G Partnership B-1 OP Preferred Units, Class One Partnership B-2 OP Preferred Units or Class Two Partnership D OP Preferred Units or Units, and (ii) on a parity with the Class A OP Preferred Units, as to the payment of distributions or as to the distribution of assets upon liquidation, dissolution or winding up, as the case may be, whether or not the distribution rates, distribution payment dates or redemption or liquidation prices per unit or other denomination thereof be different from those of the Class A OP Preferred Units, if the holders of such class or series of Partnership OP Units and the Class Three Partnership A OP Preferred Units shall be entitled to the receipt of distributions and or of amounts distributable upon liquidation, dissolution or winding up up, as the case may be, in proportion to their respective amounts of accrued and unpaid distributions per unit Unit or other denomination or liquidation preferences, without preference or priority one over the other (the Partnership OP Units referred to in clauses (i) and (ii) of this paragraph being hereinafter referred to, collectively, as “"Parity Partnership OP Units”"); and (ci) junior to the Class Three Partnership A OP Preferred Units, as to the payment of distributions and as to the distribution of assets upon liquidation, dissolution or winding up, if (i) such class or series of Partnership OP Units shall be Partnership OP Common Units or Class I High Performance Partnership Units or and (ii) junior to the holders Class A OP Preferred Units, as to the payment of distributions or as to the distribution of assets upon liquidation, dissolution or winding up, as the case may be, the General Partner as holder of Class Three Partnership A OP Preferred Units shall be entitled to receipt of distributions or of amounts distributable upon liquidation, dissolution or winding up, as the case may be, in preference or priority to the holders of such class or series of Partnership OP Units (the Partnership OP Units referred to in clauses (i) and (ii) of this paragraph being hereinafter referred to, collectively, as “"Junior Partnership OP Units”").

Ranking. Any class or series of Partnership Units of the Partnership shall be deemed to rank: (a) prior or senior to the Class Three Series C Partnership Preferred Units, as to the payment of distributions and as to the distribution distributions of assets upon liquidation, dissolution or winding up, if the holders of such class or series shall be entitled to the receipt of distributions and of amounts distributable upon liquidation, dissolution or winding up, as the case may be, in preference or priority to the holders of Class Three Series C Partnership Preferred Units (the Partnership Units referred to in this paragraph being hereinafter referred to, collectively, as “"Senior Partnership Units”"); (b) on a parity with the Class Three Series C Partnership Preferred Units, as to the payment of distributions and as to the distribution of assets upon liquidation, dissolution or winding up, whether or not the distribution rates, distribution payment dates or redemption or liquidation prices per unit or other denomination thereof be different from those of the Class Three Series C Partnership Preferred Units if (i) such class or series of Partnership Units shall be Class G Partnership Preferred Units, Class One Partnership Preferred Units or Class Two Partnership Preferred Units or (ii) the holders of such class or series of Partnership Units and the Class Three Series C Partnership Preferred Units shall be entitled to the receipt of distributions and of amounts distributable upon liquidation, dissolution or winding up in proportion to their respective amounts of accrued and unpaid distributions per unit or other denomination or liquidation preferences, without preference or priority one over the other (the Partnership Units referred to in clauses (i) and (ii) of this paragraph being hereinafter referred to, collectively, to as “"Parity Partnership Units”"); , and (c) junior to the Class Three Series C Partnership Preferred Units, as to the payment of distributions and as to the distribution of assets upon liquidation, dissolution or winding up, if (i) such class or series of Partnership Units shall be Partnership Common Units or Class I High Performance Partnership Units or (ii) the holders of Class Three Series C Partnership Preferred Units shall be entitled to receipt of distributions or of amounts distributable upon liquidation, dissolution or winding up, as the case may be, in preference or priority to the holders of such class or series of Partnership Units (the Partnership Units referred to in clauses (i) and (ii) of this paragraph being hereinafter referred to, collectively, as “"Junior Partnership Units”").

Ranking. Any class or series of Partnership Units of the Partnership shall be deemed to rank: (a) prior or senior to the Class Three Partnership 10% Cumulative Redeemable Preferred Units, as to the payment of distributions and as to the distribution distributions of assets upon liquidation, dissolution or winding up, if the holders of such class or series shall be entitled to the receipt of distributions and of amounts distributable upon liquidation, dissolution or winding up, as the case may be, in preference or priority to the holders of Class Three Partnership 10% Cumulative Redeemable Preferred Units (the Partnership Units referred to in this paragraph being hereinafter referred to, collectively, as “Senior Partnership Units”); (b) on a parity with the Class Three Partnership 10% Cumulative Redeemable Preferred Units, as to the payment of distributions and as to the distribution of assets upon liquidation, dissolution or winding up, whether or not the distribution rates, distribution payment dates or redemption or liquidation prices per unit or other denomination thereof be different from those of the Class Three Partnership 10% Cumulative Redeemable Preferred Units if (i) such class or series of Partnership Units shall be Class G Partnership Preferred Units, Class One Partnership Preferred Units or Class Two Partnership Preferred Units or (ii) the holders of such class or series of Partnership Units and the Class Three Partnership 10% Cumulative Redeemable Preferred Units shall be entitled to the receipt of distributions and of amounts distributable upon liquidation, dissolution or winding up in proportion to their respective amounts of accrued and unpaid distributions per unit or other denomination or liquidation preferences, without preference or priority one over the other (the Partnership Units referred to in clauses (i) and (ii) of this paragraph being hereinafter referred to, collectively, as “Parity Partnership Units”); and (c) junior to the Class Three Partnership 10% Cumulative Redeemable Preferred Units, as to the payment of distributions and as to the distribution of assets upon liquidation, dissolution or winding up, if (i) such class or series of Partnership Units shall be Partnership Common Units or Class I High Performance Partnership Units Units, or (ii) the holders of Class Three Partnership 10% Cumulative Redeemable Preferred Units shall be entitled to receipt of distributions or of amounts distributable upon liquidation, dissolution or winding up, as the case may be, in preference or priority to the holders of such class or series of Partnership Units (the Partnership Units referred to in clauses (i) and (ii) of this paragraph being hereinafter referred toto herein, collectively, as “Junior Partnership Units”).

Ranking. Any class or series of Partnership Units of the Partnership shall be deemed to rank: (a1) prior or senior to the Class Three G Partnership Preferred Units, as to the payment of distributions and as to the distribution distributions of assets upon liquidation, dissolution or winding up, if the holders of such class or series shall be entitled to the receipt of distributions and or of amounts distributable upon liquidation, dissolution or winding up, as the case may be, in preference or priority to the holders of Class Three G Partnership Preferred Units (the Partnership Units referred to in this paragraph being hereinafter referred to, collectively, as “"Senior Partnership Units”"); (b2) on a parity with the Class Three G Partnership Preferred Units, as to the payment of distributions and as to the distribution of assets upon liquidation, dissolution or winding up, whether or not the distribution rates, distribution payment dates or redemption or liquidation prices per unit or other denomination thereof be different from those of the Class Three G Partnership Preferred Units if (i) such class Class or series of Partnership Units shall be Class G B Preferred Partnership Preferred Units, Class One Partnership Preferred Units or Class Two Partnership Preferred Units or (ii) if the holders of such class or series of Partnership Units and the Class Three G Partnership Preferred Units shall be entitled to the receipt of distributions and of amounts distributable upon liquidation, dissolution or winding up in proportion to their respective amounts of accrued and unpaid distributions per unit or other denomination or liquidation preferences, without preference or priority one over the other (the Partnership Units referred to in clauses (i) and (ii) of this paragraph being hereinafter referred to, collectively, as “"Parity Partnership Units”"); and (c3) junior to the Class Three G Partnership Preferred Units, as to the payment of distributions and or as to the distribution of assets upon liquidation, dissolution or winding up, if (i) such class or series of Partnership Units shall be Partnership Common Units or Class I High Performance Partnership Units or (ii) if the holders of Class Three G Preferred Partnership Preferred Units shall be entitled to receipt of distributions or of amounts distributable upon liquidation, dissolution or winding up, as the case may be, in preference or priority to the holders of such class or series of Partnership Units (the Partnership Units referred to in clauses (i) and (ii) of this paragraph being hereinafter referred to, collectively, as “"Junior Partnership Units”").

Ranking. (a) Any class or series of Partnership Units of the Partnership shall be deemed to rank: (ai) prior or senior to the Class Three Partnership Series SN Preferred Units, as to the payment of distributions and or as to the distribution of assets upon liquidation, dissolution or winding upup of the Company or the Partnership, if the holders of such class or series shall be entitled to the receipt of distributions and of amounts distributable upon liquidation, dissolution or winding up, as the case may be, in preference or priority to the holders of Class Three Partnership Preferred Units (the Partnership Units referred to in this paragraph being hereinafter referred to, collectively, as “Senior Partnership Units”); (b) on a parity with the Class Three Partnership Preferred Units, as to the payment of distributions and as to the distribution of assets upon liquidation, dissolution or winding up, whether or not the distribution rates, distribution payment dates or redemption or liquidation prices per unit or other denomination thereof be different from those of the Class Three Partnership Preferred Units if (i) such class or series of Partnership Units shall be Class G Partnership Preferred Units, Class One Partnership Preferred Units or Class Two Partnership Preferred Units or (ii) the holders of such class or series of Partnership Units and the Class Three Partnership Preferred Units shall be entitled to the receipt of distributions and of amounts distributable upon liquidation, dissolution or winding up in proportion to their respective amounts of accrued and unpaid distributions per unit or other denomination or liquidation preferences, without preference or priority one over the other (the Partnership Units referred to in clauses (i) and (ii) of this paragraph being hereinafter referred to, collectively, as “Parity Partnership Units”); and (c) junior to the Class Three Partnership Preferred Units, as to the payment of distributions and as to the distribution of assets upon liquidation, dissolution or winding up, if (i) such class or series of Partnership Units shall be Partnership Common Units or Class I High Performance Partnership Units or (ii) the holders of Class Three Partnership Preferred Units shall be entitled to receipt of distributions or of amounts distributable upon liquidation, dissolution or winding up, as the case may be, in preference or priority to the holders of Series SN Preferred Units; (ii) on a parity with the Series SN Preferred Units, as to the payment of distributions or as to the distribution of assets upon liquidation, dissolution or winding up of the Company or the Partnership, whether or not the distribution rates, distribution payment dates or redemption or liquidation prices per Partnership Unit be different from those of the Series SN Preferred Units, if the holders of such Partnership Units of such class or series and the Series SN Preferred Units shall be entitled to the receipt of distributions or of amounts distributable upon liquidation, dissolution or winding up, as the case may be, in proportion to their respective amounts of accrued and unpaid distributions per Partnership Unit or liquidation preferences, without preference or priority one over the other; and (iii) junior to the Series SN Preferred Units, as to the payment of distributions or as to the distribution of assets upon liquidation, dissolution or winding up of the General Partner or the Partnership, if such class or series of Partnership Units (shall be Partnership Common Units or if the holders of Series SN Preferred Units shall be entitled to receipt of distribution or of amounts distributable upon liquidation, dissolution or winding up, as the case may be, in preference or priority to the holders of Partnership Units referred to in clauses of such class or series (i) and (ii) of this paragraph being hereinafter referred to, collectively, as “Junior Partnership Units”). (b) The holders of Series SN Preferred Units shall be entitled to the receipt of distributions and of amounts distributable upon liquidation, dissolution or winding up in proportion to their respective amounts of accumulated and unpaid distributions per Partnership Unit or liquidation preference, without preference or priority one over the other, except that: (i) the Series SN Preferred Units shall be Preferred Partnership Units and shall receive distributions on a basis pari passu with other Partnership Units, if any, receiving distributions pursuant to Section 5.1(i) of the Agreement; and (ii) Distributions made pursuant to Section 16.6(b)(i) shall be made pro rata with other distributions made to other Partnership Units as to which they rank pari passu based on the ratio of the amounts to be paid the Series SN Preferred Units and such other Partnership Units, as applicable, to the total amounts to be paid in respect of the Series SN Preferred Units and such other Partnership Units taken together on the Partnership Record Date.

Ranking. Any class or series of Partnership Units of the Partnership shall be deemed to rank: (a) prior or senior to the Class Three A Partnership Preferred Units, as to the payment of distributions and as to the distribution distributions of assets upon liquidation, dissolution or winding up, if the holders of such class or series shall be entitled to the receipt of distributions and of amounts distributable upon liquidation, dissolution or winding up, as the case may be, in preference or priority to the holders of Class Three A Partnership Preferred Units (the Partnership Units referred to in this paragraph being hereinafter referred to, collectively, as “Senior Partnership Units”); (b) on a parity with the Class Three A Partnership Preferred Units, as to the payment of distributions and as to the distribution of assets upon liquidation, dissolution or winding up, whether or not the distribution rates, distribution payment dates or redemption or liquidation prices per unit or other denomination thereof be different from those of the Class Three A Partnership Preferred Units if (i) such class or series of Partnership Units shall be Class G Z Partnership Preferred Units, Series A Community Reinvestment Act Perpetual Partnership Preferred Units, Class One Partnership Preferred Units or Units, Class Two Partnership Preferred Units, Class Three Partnership Preferred Units, Class Four Partnership Preferred Units, Class Six Partnership Preferred Units or Class Seven Partnership Preferred Units, or (ii) the holders of such class or series of Partnership Units and the Class Three A Partnership Preferred Units shall be entitled to the receipt of distributions and of amounts distributable upon liquidation, dissolution or winding up in proportion to their respective amounts of accrued and unpaid distributions per unit or other denomination or liquidation preferences, without preference or priority one over the other (the Partnership Units referred to in clauses (i) and (ii) of this paragraph being hereinafter referred to, collectively, as “Parity Partnership Units”); and (c) junior to the Class Three A Partnership Preferred Units, as to the payment of distributions and as to the distribution of assets upon liquidation, dissolution or winding up, if (i) such class or series of Partnership Units shall be Partnership Common Units or Class I High Performance Partnership Units Units, or (ii) the holders of Class Three A Partnership Preferred Units shall be entitled to receipt of distributions or of amounts distributable upon liquidation, dissolution or winding up, as the case may be, in preference or priority to the holders of such class or series of Partnership Units (the Partnership Units referred to in clauses (i) and (ii) of this paragraph being hereinafter referred to, collectively, as “Junior Partnership Units”).

Ranking. Any class or series of Partnership Units of the Partnership shall be deemed to rank: (a) prior or senior to the Class Three Seven Partnership Preferred Units, as to the payment of distributions and as to the distribution of assets upon liquidation, dissolution or winding up, if the holders of such class or series shall be entitled to the receipt of distributions and of amounts distributable upon liquidation, dissolution or winding up, as the case may be, in preference or priority to the holders of Class Three Seven Partnership Preferred Units (the Partnership Units referred to in this paragraph partnership units being hereinafter referred to, collectively, as “Senior Partnership Units”); (b) on a parity with the Class Three Seven Partnership Preferred Units, as to the payment of distributions and as to the distribution of assets upon liquidation, dissolution or winding up, whether or not the distribution rates, distribution payment dates or redemption or liquidation prices per unit or other denomination thereof be different from those of the Class Three Seven Partnership Preferred Units if (i) if such class or series of Partnership Units partnership units shall be Class G Partnership Preferred Units, Class One Partnership Preferred Units, Class Two Partnership Preferred Units, Class Three Partnership Preferred Units, Class Four Partnership Preferred Units or Class Two Six Partnership Preferred Units or (ii) if the holders of such class or series of Partnership Units partnership units and the Class Three Seven Partnership Preferred Units shall be entitled to the receipt of distributions and of amounts distributable upon liquidation, dissolution or winding up in proportion to their respective amounts of accrued and unpaid distributions per unit or other denomination or liquidation preferences, without preference or priority one over the other (the Partnership Units partnership units referred to in clauses (i) and (ii) of this paragraph being hereinafter referred to, collectively, as “Parity Partnership Units”); and (c) junior to the Class Three Seven Partnership Preferred Units, as to the payment of distributions and as to the distribution of assets upon liquidation, dissolution or winding up, if (i) if such class or series of Partnership Units partnership units shall be Partnership Common Units or Class I High Performance Partnership Units or (ii) if the holders of Class Three Seven Partnership Preferred Units shall be entitled to receipt of distributions or of amounts distributable upon liquidation, dissolution or winding up, as the case may be, in preference or priority to the holders of such class or series of Partnership Units (the Partnership Units partnership units referred to in clauses (i) and (ii) of this paragraph being hereinafter referred to, collectively, as “Junior Partnership Units”).

Ranking. Any class or series of Partnership Units of the Partnership shall be deemed to rank: (a1) prior or senior to the Class Three D Partnership Preferred Units, as to the payment of distributions and as to the distribution distributions of assets upon liquidation, dissolution or winding up, if the holders of such class or series shall be entitled to the receipt of distributions and or of amounts distributable upon liquidation, dissolution or winding up, as the case may be, in preference or priority to the holders of Class Three D Partnership Preferred Units (the Partnership Units referred to in this paragraph being hereinafter referred to, collectively, as “"Senior Partnership Units”"); (b2) on a parity with the Class Three D Partnership Preferred Units, as to the payment of distributions and as to the distribution of assets upon liquidation, dissolution or winding up, whether or not the distribution rates, distribution payment dates or redemption or liquidation prices per unit or other denomination thereof be different from those of the Class Three D Partnership Preferred Units if (i) such class Class or series of Partnership Units shall be Class G B Partnership Preferred Units, Class One C Partnership Preferred Units or Class Two Partnership Preferred Units or (ii) if the holders of such class or series of Partnership Units and the Class Three D Partnership Preferred Units shall be entitled to the receipt of distributions and of amounts distributable upon liquidation, dissolution or winding up in proportion to their respective amounts of accrued and unpaid distributions per unit or other denomination or liquidation preferences, without preference or priority one over the other (the Partnership Units referred to in clauses (i) and (ii) of this paragraph being hereinafter referred to, collectively, as “"Parity Partnership Units”"); and (c3) junior to the Class Three D Partnership Preferred Units, as to the payment of distributions and or as to the distribution of assets upon liquidation, dissolution or winding up, if (i) such class or series of Partnership Units shall be Partnership Common Units or Class I High Performance Partnership Units or (ii) if the holders of Class Three D Preferred Partnership Preferred Units shall be entitled to receipt of distributions or of amounts distributable upon liquidation, dissolution or winding up, as the case may be, in preference or priority to the holders of such class or series of Partnership Units (the Partnership Units referred to in clauses (i) and (ii) of this paragraph being hereinafter referred to, collectively, as “"Junior Partnership Units”").

Ranking. Any class or series of Partnership Units of the Partnership shall be deemed to rank: (a1) prior or senior to the Class Three C Partnership Preferred Units, as to the payment of distributions and as to the distribution distributions of assets upon liquidation, dissolution or winding up, if the holders of such class or series shall be entitled to the receipt of distributions and or of amounts distributable upon liquidation, dissolution or winding up, as the case may be, in preference or priority to the holders of Class Three C Partnership Preferred Units (the Partnership Units referred to in this paragraph being hereinafter referred to, collectively, as “"Senior Partnership Units”"); (b2) on a parity with the Class Three C Partnership Preferred Units, as to the payment of distributions and as to the distribution of assets upon liquidation, dissolution or winding up, whether or not the distribution rates, distribution payment dates or redemption or liquidation prices per unit or other denomination thereof be different from those of the Class Three C Partnership Preferred Units if (i) such class Class or series of Partnership Units shall be Class G B Preferred Partnership Preferred Units, Class One Partnership Preferred Units or Class Two Partnership Preferred Units or (ii) if the holders of such class or series of Partnership Units and the Class Three C Partnership Preferred Units shall be entitled to the receipt of distributions and of amounts distributable upon liquidation, dissolution or winding up in proportion to their respective amounts of accrued and unpaid distributions per unit or other denomination or liquidation preferences, without preference or priority one over the other (the Partnership Units referred to in clauses (i) and (ii) of this paragraph being hereinafter referred to, collectively, as “"Parity Partnership Units”"); and (c3) junior to the Class Three C Partnership Preferred Units, as to the payment of distributions and or as to the distribution of assets upon liquidation, dissolution or winding up, if (i) such class or series of Partnership Units shall be Partnership Common Units or Class I High Performance Partnership Units or (ii) if the holders of Class Three C Preferred Partnership Preferred Units shall be entitled to receipt of distributions or of amounts distributable upon liquidation, dissolution or winding up, as the case may be, in preference or priority to the holders of such class or series of Partnership Units (the Partnership Units referred to in clauses (i) and (ii) of this paragraph being hereinafter referred to, collectively, as “"Junior Partnership Units”").

Ranking. Any class or series of Partnership Units of the Partnership shall be deemed to rank: (a) a. prior or senior to the Class Three One Partnership Preferred Units, as to the payment of distributions and as to the distribution distributions of assets upon liquidation, dissolution or winding up, if the holders of such class or series shall be entitled to the receipt of distributions and of amounts distributable upon liquidation, dissolution or winding up, as the case may be, in preference or priority to the holders of Class Three One Partnership Preferred Units (the Partnership Units referred to in this paragraph being hereinafter referred to, collectively, as “"Senior Partnership Units”"); (b) b. on a parity with the Class Three One Partnership Preferred Units, as to the payment of distributions and as to the distribution of assets upon liquidation, dissolution or winding up, whether or not the distribution rates, distribution payment dates or redemption or liquidation prices per unit or other denomination thereof be different from those of the Class Three One Partnership Preferred Units if (i) such class or series of Partnership Units shall be Class G Partnership Preferred Units, Class One Partnership Preferred Units or Class Two Partnership Preferred Units or (ii) the holders of such class or series of Partnership Units and the Class Three One Partnership Preferred Units shall be entitled to the receipt of distributions and of amounts distributable upon liquidation, dissolution or winding up in proportion to their respective amounts of accrued and unpaid distributions per unit or other denomination or liquidation preferences, without preference or priority one over the other (the Partnership Units referred to in clauses (i) and (ii) of this paragraph being hereinafter referred to, collectively, as “"Parity Partnership Units”"); and (c) c. junior to the Class Three One Partnership Preferred Units, as to the payment of distributions and as to the distribution of assets upon liquidation, dissolution or winding up, if (i) if such class or series of Partnership Units shall be Class B Partnership Preferred Units, Class C Partnership Preferred Units, Class D Partnership Preferred Units, Class E Partnership Preferred Units, Class G Partnership Preferred Units, Class H Partnership Preferred Units or Class J Partnership Preferred Units, Partnership Common Units Units, or Class I High Performance Partnership Units or (ii) if the holders of Class Three One Partnership Preferred Units shall be entitled to receipt of distributions or of amounts distributable upon liquidation, dissolution or winding up, as the case may be, in preference or priority to the holders of such class or series of Partnership Units (the Partnership Units referred to in clauses (i) and (ii) of this paragraph being hereinafter referred to, collectively, as “"Junior Partnership Units”").

Ranking. Any class or series of Partnership Units of the Partnership shall be deemed to rank: (a1) prior or senior to the Class Three H Partnership Preferred Units, as to the payment of distributions and as to the distribution distributions of assets upon liquidation, dissolution or winding up, if the holders of such class or series shall be entitled to the receipt of distributions and of amounts distributable upon liquidation, dissolution or winding up, as the case may be, in preference or priority to the holders of Class Three H Partnership Preferred Units (the Partnership Units referred to in this paragraph being hereinafter referred to, collectively, as “"Senior Partnership Units”"); (b2) on a parity with the Class Three H Partnership Preferred Units, as to the payment of distributions and as to the distribution of assets upon liquidation, dissolution or winding up, whether or not the distribution rates, distribution payment dates or redemption or liquidation prices per unit or other denomination thereof be different from those of the Class Three H Partnership Preferred Units if (i) such class or series of Partnership Units shall be Class G B Partnership Preferred Units, Class One C Partnership Preferred Units, Class D Partnership Preferred Units or Class Two G Partnership Preferred Units or (ii) the holders of such class or series of Partnership Units and the Class Three H Partnership Preferred Units shall be entitled to the receipt of distributions and of amounts distributable upon liquidation, dissolution or winding up in proportion to their respective amounts of accrued and unpaid distributions per unit or other denomination or liquidation preferences, without preference or priority one over the other (the Partnership Units referred to in clauses (i) and (ii) of this paragraph being hereinafter referred to, collectively, as “"Parity Partnership Units”"); and (c3) junior to the Class Three H Partnership Preferred Units, as to the payment of distributions and as to the distribution of assets upon liquidation, dissolution or winding up, if (i) such class or series of Partnership Units shall be Partnership Common Units or Class I High Performance Partnership Units or (ii) the holders of Class Three H Partnership Preferred Units shall be entitled to receipt of distributions or of amounts distributable upon liquidation, dissolution or winding up, as the case may be, in preference or priority to the holders of such class or series of Partnership Units (the Partnership Units referred to in clauses (i) and (ii) of this paragraph being hereinafter referred to, collectively, as “"Junior Partnership Units”").

Ranking. Any class or series of Partnership Units of the Partnership shall be deemed to rank: (a) prior or senior to the Class Three K Partnership Preferred Units, as to the payment of distributions and as to the distribution distributions of assets upon liquidation, dissolution or winding up, if the holders of such class or series shall be entitled to the receipt of distributions and of amounts distributable upon liquidation, dissolution or winding up, as the case may be, in preference or priority to the holders of Class Three K Partnership Preferred Units (the Partnership Units referred to in this paragraph being hereinafter referred to, collectively, as “"Senior Partnership Units”"); (b) on a parity with the Class Three K Partnership Preferred Units, as to the payment of distributions and as to the distribution of assets upon liquidation, dissolution or winding up, whether or not the distribution rates, distribution payment dates or redemption or liquidation prices per unit or other denomination thereof be different from those of the Class Three K Partnership Preferred Units if (i) such class or series of Partnership Units shall be Class B Partnership Preferred Units, Class C Partnership Preferred Units, Class D Partnership Preferred Units, Class G Partnership Preferred Units, Class One H Partnership Preferred Units or Class Two J Partnership Preferred Units or (ii) the holders of such class or series of Partnership Units and the Class Three K Partnership Preferred Units shall be entitled to the receipt of distributions and of amounts distributable upon liquidation, dissolution or winding up in proportion to their respective amounts of accrued and unpaid distributions per unit or other denomination or liquidation preferences, without preference or priority one over the other (the Partnership Units referred to in clauses (i) and (ii) of this paragraph being hereinafter referred to, collectively, as “"Parity Partnership Units”"); and (c) junior to the Class Three K Partnership Preferred Units, as to the payment of distributions and as to the distribution of assets upon liquidation, dissolution or winding up, if (i) such class or series of Partnership Units shall be Partnership Common Units or Class I High Performance Partnership Units or (ii) the holders of Class Three K Partnership Preferred Units shall be entitled to receipt of distributions or of amounts distributable upon liquidation, dissolution or winding up, as the case may be, in preference or priority to the holders of such class or series of Partnership Units (the Partnership Units referred to in clauses (i) and (ii) of this paragraph being hereinafter referred to, collectively, as “"Junior Partnership Units”").

Ranking. Any class or series of Partnership Units of the Partnership shall be deemed to rank: (a) prior or senior to the Class Three Six Partnership Preferred Units, as to the payment of distributions and as to the distribution of assets upon liquidation, dissolution or winding up, if the holders of such class or series shall be entitled to the receipt of distributions and of amounts distributable upon liquidation, dissolution or winding up, as the case may be, in preference or priority to the holders of Class Three Six Partnership Preferred Units (the Partnership Units referred to in this paragraph being hereinafter referred to, collectively, as “Senior Partnership Units”); (b) on a parity with the Class Three Six Partnership Preferred Units, as to the payment of distributions and as to the distribution of assets upon liquidation, dissolution or winding up, whether or not the distribution rates, distribution payment dates or redemption or liquidation prices per unit or other denomination thereof be different from those of the Class Three Six Partnership Preferred Units if (i) such class or series of Partnership Units shall be Class G Partnership Preferred Units, Class One Partnership Preferred Units, Class Two Partnership Preferred Units, Class Three Partnership Preferred Units or Class Two Four Partnership Preferred Units or (ii) the holders of such class or series of Partnership Units and the Class Three Six Partnership Preferred Units shall be entitled to the receipt of distributions and of amounts distributable upon liquidation, dissolution or winding up in proportion to their respective amounts of accrued and unpaid distributions per unit or other denomination or liquidation preferences, without preference or priority one over the other (the Partnership Units referred to in clauses (i) and (ii) of this paragraph being hereinafter referred to, collectively, as “Parity Partnership Units”); and (c) junior to the Class Three Six Partnership Preferred Units, as to the payment of distributions and as to the distribution of assets upon liquidation, dissolution or winding up, if (i) such class or series of Partnership Units shall be Partnership Common Units or Class I High Performance Partnership Units or (ii) the holders of Class Three Six Partnership Preferred Units shall be entitled to receipt of distributions or of amounts distributable upon liquidation, dissolution or winding up, as the case may be, in preference or priority to the holders of such class or series of Partnership Units (the Partnership Units referred to in clauses (i) and (ii) of this paragraph being hereinafter referred to, collectively, as “Junior Partnership Units”).

Ranking. Any class or series of Partnership Units of the Partnership shall be deemed ------- to rank: (aA) prior or senior to the Class Three Partnership Series C Preferred Units, as to the payment of distributions and as to the distribution of assets upon liquidation, dissolution or winding upup of the Partnership, if the holders of such class or series of Partnership Units shall be entitled to the receipt of distributions and or of amounts distributable upon liquidation, dissolution or winding up, as the case may be, in preference or priority to the holders of Class Three Partnership Series C Preferred Units (the Partnership Units referred to in this paragraph being hereinafter referred to, collectively, as “Senior Partnership Units”); (bB) on a parity with the Class Three Partnership Series C Preferred Units, Units as to the payment of distributions and as to the distribution of assets upon liquidation, dissolution or winding upup of the Partnership, whether or not the distribution rates, distribution payment dates or redemption or liquidation prices per unit or other denomination thereof Partnership Unit be different from those of the Class Three Partnership Preferred Units if (i) such class or series of Partnership Units shall be Class G Partnership Series C Preferred Units, Class One Partnership Preferred Units or Class Two Partnership Preferred Units or (ii) if the holders of such class or series of Partnership Units and the Class Three Partnership Series C Preferred Units shall be entitled to the receipt of distributions and of amounts distributable upon liquidation, dissolution or winding up in proportion to their respective amounts of accrued and unpaid distributions per unit or other denomination Partnership Unit or liquidation preferences, without preference or priority one over the other ("PARITY UNITS"); the outstanding Series A Cumulative Convertible Redeemable Preferred Units and Series B Cumulative Convertible Redeemable Preferred Units of the General Partner are Parity Units; (C) junior to the Series C Preferred Units, as to the payment of distributions or as to the distribution of assets upon liquidation, dissolution or winding up of the Partnership, if such class or series of Partnership Units referred to in clauses (i) and (ii) of this paragraph being hereinafter referred to, collectively, as “Parity Partnership shall be Junior Units”); and (cD) junior to the Class Three Partnership Series C Preferred Units, as to the payment of distributions and as to the distribution of assets upon liquidation, dissolution or winding upup of the Partnership, if (i) such class or series of Partnership Units shall be Partnership Common Units or Class I High Performance Partnership Units or (ii) the holders of Class Three Partnership Preferred Units shall be entitled to receipt of distributions or of amounts distributable upon liquidation, dissolution or winding up, as the case may be, in preference or priority to the holders of such class or series of Partnership Units (the Partnership Units referred to in clauses (i) and (ii) of this paragraph being hereinafter referred to, collectively, as “Fully Junior Partnership Units”).

Ranking. Any class or series of Partnership Units of the Partnership shall be deemed to rank: (a) prior or senior to the Class Three Ten Partnership Preferred Units, as to the payment of distributions and as to the distribution of assets upon liquidation, dissolution or winding up, if the holders of such class or series shall be entitled to the receipt of distributions and of amounts distributable upon liquidation, dissolution or winding up, as the case may be, in preference or priority to the holders of Class Three Ten Partnership Preferred Units (the Partnership Units referred to in this paragraph partnership units being hereinafter referred to, collectively, as “Senior Partnership Units”); (b) on a parity with the Class Three Ten Partnership Preferred Units, as to the payment of distributions and as to the distribution of assets upon liquidation, dissolution or winding up, whether or not the distribution rates, distribution payment dates or redemption or liquidation prices per unit or other denomination thereof be different from those of the Class Three Ten Partnership Preferred Units if (i) if such class or series of Partnership Units partnership units shall be Class G A Partnership Preferred Units, Class Z Partnership Preferred Units, Series A Community Reinvestment Act Perpetual Partnership Preferred Units, Class One Partnership Preferred Units or Units, Class Two Partnership Preferred Units Units, Class Three Partnership Preferred Units, Class Four Partnership Preferred Units, or Class Nine Partnership Preferred Units, or (ii) if the holders of such class or series of Partnership Units partnership units and the Class Three Ten Partnership Preferred Units shall be entitled to the receipt of distributions and of amounts distributable upon liquidation, dissolution or winding up in proportion to their respective amounts of accrued and unpaid distributions per unit or other denomination or liquidation preferences, without preference or priority one over the other (the Partnership Units partnership units referred to in clauses (i) and (ii) of this paragraph being hereinafter referred to, collectively, as “Parity Partnership Units”); and (c) junior to the Class Three Ten Partnership Preferred Units, as to the payment of distributions and as to the distribution of assets upon liquidation, dissolution or winding up, if (i) if such class or series of Partnership Units partnership units shall be Partnership Common Units or Class I High Performance Partnership Units or (ii) if the holders of Class Three Ten Partnership Preferred Units shall be entitled to receipt of distributions or of amounts distributable upon liquidation, dissolution or winding up, as the case may be, in preference or priority to the holders of such class or series of Partnership Units (the Partnership Units partnership units referred to in clauses (i) and (ii) of this paragraph being hereinafter referred to, collectively, as “Junior Partnership Units”).

Ranking. Any class or series of Partnership Units of the Partnership shall be deemed to rank: (a) prior or senior to the Class Three Twelve Partnership Preferred Units, as to the payment of distributions and as to the distribution of assets upon liquidation, dissolution or winding up, if the holders of such class or series shall be entitled to the receipt of distributions and of amounts distributable upon liquidation, dissolution or winding up, as the case may be, in preference or priority to the holders of Class Three Twelve Partnership Preferred Units (the Partnership Units referred to in this paragraph partnership units being hereinafter referred to, collectively, as “Senior Partnership Units”); (b) on a parity with the Class Three Twelve Partnership Preferred Units, as to the payment of distributions and as to the distribution of assets upon liquidation, dissolution or winding up, whether or not the distribution rates, distribution payment dates or redemption or liquidation prices per unit or other denomination thereof be different from those of the Class Three Partnership Preferred Units if (i) such class or series of Partnership Units shall be Class G Twelve Partnership Preferred Units, Class One Partnership Preferred Units or Class Two Partnership Preferred Units or (ii) if the holders of such class or series of Partnership Units partnership units and the Class Three Twelve Partnership Preferred Units shall be entitled to the receipt of distributions and of amounts distributable upon liquidation, dissolution or winding up in proportion to their respective amounts of accumulated, accrued and unpaid distributions per unit or other denomination or liquidation preferences, without preference or priority of one over the other (the Partnership Units partnership units referred to in clauses (i) and (ii) of this paragraph being hereinafter referred to, collectively, as “Parity Partnership Units”); and (c) junior to the Class Three Twelve Partnership Preferred Units, as to the payment of distributions and as to the distribution of assets upon liquidation, dissolution or winding up, if (i) such class or series of Partnership Units partnership units shall be Partnership Common Units or Class I High Performance Partnership Units or (ii) the holders of Class Three Twelve Partnership Preferred Units shall be entitled to receipt of distributions or of amounts distributable upon liquidation, dissolution or winding up, as the case may be, in preference or priority to the holders of such class or series of Partnership Units, and such class or series shall not, in either case, rank prior to the Class Twelve Partnership Preferred Units (the Partnership Units partnership units referred to in clauses (i) and (ii) of this paragraph being hereinafter referred to, collectively, as “Junior Partnership Units”).

Ranking. Any class or series of Partnership Units of the Partnership shall be deemed to rank: (a) prior or senior to the Class Three Q Partnership Preferred Units, as to the payment of distributions and as to the distribution distributions of assets upon liquidation, dissolution or winding up, if the holders of such class or series shall be entitled to the receipt of distributions and of amounts distributable upon liquidation, dissolution or winding up, as the case may be, in preference or priority to the holders of Class Three Partnership Q Partner ship Preferred Units (the Partnership Units referred to in this paragraph being hereinafter referred to, collectively, as “"Senior Partnership Units”"); (b) on a parity with the Class Three Q Partnership Preferred Units, as to the payment of distributions and as to the distribution of assets upon liquidation, dissolution or winding up, whether or not the distribution rates, distribution payment dates or redemption or liquidation prices per unit or other denomination thereof be different from those of the Class Three Q Partnership Preferred Units if (i) such class or series of Partnership Partner ship Units shall be Class B Partnership Preferred Units, Class C Partnership Preferred Units, Class D Partnership Preferred Units, Class G Partnership Preferred Units, Class H Partnership Preferred Units, Class I Partnership Preferred Units, Class J Partnership Preferred Units, Class K Partnership Preferred Units, Class L Partnership Preferred Units, Class M Partnership Preferred Units, Class N Partnership Preferred Units, Class O Partnership Preferred Units, Class P Partnership Preferred Units, Class One Partnership Preferred Units or Units, Class Two Partnership Preferred Units, Class Three Partnership Preferred Units, Class Four Partnership Preferred Units, Class Six Partnership Preferred Units, Class Seven Partnership Preferred Units or Class Nine Partnership Preferred Units, or (ii) the holders of such class or series of Partnership Units and the Class Three Q Partnership Preferred Units shall be entitled to the receipt of distributions and of amounts distributable upon liquidation, dissolution or winding up in proportion to their respective amounts of accrued and unpaid distributions per unit or other denomination or liquidation preferences, without preference or priority one over the other (the Partnership Units referred to in clauses (i) and (ii) of this paragraph being hereinafter referred to, collectively, as “"Parity Partnership Units”"); and (c) junior to the Class Three Q Partnership Preferred Units, as to the payment of distributions and as to the distribution of assets upon liquidation, dissolution or winding up, if (i) such class or series of Partnership Units shall be Partnership Common Units or Units, Class I High Performance Partnership Units Units, Class Five Partnership Preferred Units, or Class Eight Partnership Preferred Units, or (ii) the holders of Class Three Q Partnership Preferred Units shall be entitled to receipt of distributions or of amounts distributable upon liquidation, dissolution or winding up, as the case may be, in preference or priority to the holders of such class or series of Partnership Units (the Partnership Units referred to in clauses (i) and (ii) of this paragraph being hereinafter referred to, collectively, as “"Junior Partnership Units”").

Ranking. Any class or series of Partnership Units of the Partnership shall be deemed to rank: (a) prior or senior to the Class Three D Partnership Preferred Units, as to the payment of distributions and as to the distribution distributions of assets upon liquidation, dissolution or winding up, if the holders of such class or series shall be entitled to the receipt of distributions and or of amounts distributable upon liquidation, dissolution or winding up, as the case may be, in preference or priority to the holders of Class Three D Partnership Preferred Units (the Partnership Units referred to in this paragraph being hereinafter referred to, collectively, as “"Senior Partnership Units”"); (b) on a parity with the Class Three D Partnership Preferred Units, as to the payment of distributions and as to the distribution of assets upon liquidation, dissolution or winding up, whether or not the distribution rates, distribution payment dates or redemption or liquidation prices per unit or other denomination thereof be different from those of the Class Three D Partnership Preferred Units if (i) such class Class or series of Partnership Units shall be Class G B Partnership Preferred Units, Class One C Partnership Preferred Units or Class Two Partnership Preferred Units or (ii) if the holders of such class or series of Partnership Units and the Class Three D Partnership Preferred Units shall be entitled to the receipt of distributions and of amounts distributable upon liquidation, dissolution or winding up in proportion to their respective amounts of accrued and unpaid distributions per unit or other denomination or liquidation preferences, without preference or priority one over the other (the Partnership Units referred to in clauses (i) and (ii) of this paragraph being hereinafter referred to, collectively, as “"Parity Partnership Units”"); and (c) junior to the Class Three D Partnership Preferred Units, as to the payment of distributions and or as to the distribution of assets upon liquidation, dissolution or winding up, if (i) such class or series of Partnership Units shall be Partnership Common Units or Class I High Performance Partnership Units or (ii) if the holders of Class Three D Preferred Partnership Preferred Units shall be entitled to receipt of distributions or of amounts distributable upon liquidation, dissolution or winding up, as the case may be, in preference or priority to the holders of such class or series of Partnership Units (the Partnership Units referred to in clauses (i) and (ii) of this paragraph being hereinafter referred to, collectively, as “"Junior Partnership Units”").

Ranking. Any class or series of Partnership Units of the Partnership shall be deemed to rank: (a) prior or senior to the Class Three K Partnership Preferred Units, as to the payment of distributions and as to the distribution distributions of assets upon liquidation, dissolution or winding up, if the holders of such class or series shall be entitled to the receipt of distributions and of amounts distributable upon liquidation, dissolution or winding up, as the case may be, in preference or priority to the holders of Class Three K Partnership Preferred Units (the Partnership Units referred to in this paragraph being hereinafter referred to, collectively, as “"Senior Partnership Units”"); (b) on a parity with the Class Three K Partnership Preferred Units, as to the payment of distributions and as to the distribution of assets upon liquidation, dissolution or winding up, whether or not the distribution rates, distribution payment dates or redemption or liquidation prices per unit or other denomination thereof be different from those of the Class Three K Partnership Preferred Units if (i) such class or series of Partnership Units shall be Class B Partnership Preferred Units, Class C Partnership Preferred Units, Class D Partnership Preferred Units, Class G Partnership Preferred Units, Class H Partnership Preferred Units, Class I Partnership Preferred Units, Class J Partnership Preferred Units, Class K Partnership Preferred Units, Class L Partnership Preferred Units, Class One Partnership Preferred Units or Class Two Partnership Preferred Units or (ii) the holders of such class or series of Partnership Units and the Class Three K Partnership Preferred Units shall be entitled to the receipt of distributions and of amounts distributable upon liquidation, dissolution or winding up in proportion to their respective amounts of accrued and unpaid distributions per unit or other denomination or liquidation preferences, without preference or priority one over the other (the Partnership Units referred to in clauses (i) and (ii) of this paragraph being hereinafter referred to, collectively, as “"Parity Partnership Units”"); and (c) junior to the Class Three K Partnership Preferred Units, as to the payment of distributions and as to the distribution of assets upon liquidation, dissolution or winding up, if (i) such class or series of Partnership Units shall be Partnership Common Units or Class I High Performance Partnership Units or (ii) the holders of Class Three K Partnership Preferred Units shall be entitled to receipt of distributions or of amounts distributable upon liquidation, dissolution or winding up, as the case may be, in preference or priority to the holders of such class or series of Partnership Units (the Partnership Units referred to in clauses (i) and (ii) of this paragraph being hereinafter referred to, collectively, as “"Junior Partnership Units”"). 3. Section 3 of the Partnership Unit Designation of the Class I Partnership Preferred Units of AIMCO Properties, L.P. (Exhibit Q to the Agreement) is hereby amended to read in its entirety as set forth below:

Ranking. Any class or series of Partnership Units of the Partnership shall be deemed to rank: (a) prior or senior to the Class Three Nine Partnership Preferred Units, as to the payment of distributions and as to the distribution of assets upon liquidation, dissolution or winding up, if the holders of such class or series shall be entitled to the receipt of distributions and of amounts distributable upon liquidation, dissolution or winding up, as the case may be, in preference or priority to the holders of Class Three Nine Partnership Preferred Units (the Partnership Units referred to in this paragraph partnership units being hereinafter referred to, collectively, as “Senior Partnership Units”); (b) on a parity with the Class Three Nine Partnership Preferred Units, as to the payment of distributions and as to the distribution of assets upon liquidation, dissolution or winding up, whether or not the distribution rates, distribution payment dates or redemption or liquidation prices per unit or other denomination thereof be different from those of the Class Three Nine Partnership Preferred Units if (i) if such class or series of Partnership Units partnership units shall be Class G A Partnership Preferred Units, Class Z Partnership Preferred Units, Series A Community Reinvestment Act Perpetual Partnership Preferred Units, Class One Partnership Preferred Units or Units, Class Two Partnership Preferred Units Units, Class Three Partnership Preferred Units, or Class Four Partnership Preferred Units, or (ii) if the holders of such class or series of Partnership Units partnership units and the Class Three Nine Partnership Preferred Units shall be entitled to the receipt of distributions and of amounts distributable upon liquidation, dissolution or winding up in proportion to their respective amounts of accrued and unpaid distributions per unit or other denomination or liquidation preferences, without preference or priority one over the other (the Partnership Units partnership units referred to in clauses (i) and (ii) of this paragraph being hereinafter referred to, collectively, as “Parity Partnership Units”); and (c) junior to the Class Three Nine Partnership Preferred Units, as to the payment of distributions and as to the distribution of assets upon liquidation, dissolution or winding up, if (i) if such class or series of Partnership Units partnership units shall be Partnership Common Units or Class I High Performance Partnership Units or (ii) if the holders of Class Three Nine Partnership Preferred Units shall be entitled to receipt of distributions or of amounts distributable upon liquidation, dissolution or winding up, as the case may be, in preference or priority to the holders of such class or series of Partnership Units (the Partnership Units partnership units referred to in clauses (i) and (ii) of this paragraph being hereinafter referred to, collectively, as “Junior Partnership Units”).

Ranking. Any class or series of Partnership Units of the Partnership shall be deemed to rank: (aA) prior or senior to the Class Three Partnership B Preferred Units, as to the payment of distributions and as to the distribution distributions of assets upon liquidation, dissolution or winding upup of the Partnership, if the express terms of such class or series of Units provides that the holders of such class or series of Units shall be entitled to the receipt payment of distributions and or the distribution of amounts distributable assets upon liquidation, dissolution or winding up, as the case may be, in preference or priority to the holders of the Class Three Partnership B Preferred Units (the Partnership Units referred to in this paragraph being hereinafter referred to, collectively, as “Senior Partnership Units”); (bB) on a parity with the Class Three Partnership B Preferred Units as to the payment of distributions and as to distributions of assets upon liquidation, dissolution or winding up of the Partnership, whether or not the distribution rates, distribution payment dates or redemption or liquidation prices per Unit are different from those of the Class B Preferred Units, if such Units are Class A Preferred Units (it being understood that the Class A Preferred Units and the Class B Preferred Units are entitled to the payment of distributions and the distribution of assets upon liquidation, dissolution or winding up in proportion to their respective amounts of accrued, accumulated and unpaid distributions per Unit or liquidation preferences, as the case may be, without preference or priority one over the other) or if the express terms of such class or series of Units provide that the holders of such class or series of Units and the Class B Preferred Units shall be entitled to the payment of distributions and the distribution of assets upon liquidation, dissolution or winding up in proportion to their respective amounts of accrued, accumulated (if applicable) and unpaid distributions per Unit or liquidation preferences, as the case may be, without preference or priority one over the other; (C) junior to the Class B Preferred Units, as to the payment of distributions or as to the distributions of assets upon liquidation, dissolution and winding up of the Partnership, as the case may be, if such class or series of Units shall be Junior Units; and (D) junior to the Class B Preferred Units, as to the payment of distributions and as to the distribution of assets upon liquidation, dissolution or and winding up, whether or not the distribution rates, distribution payment dates or redemption or liquidation prices per unit or other denomination thereof be different from those up of the Class Three Partnership Preferred Units if (i) such class or series of Partnership Units shall be Class G Partnership Preferred Fully Junior Units, Class One Partnership Preferred Units or Class Two Partnership Preferred Units or (ii) the holders of such class or series of Partnership Units and the Class Three Partnership Preferred Units shall be entitled to the receipt of distributions and of amounts distributable upon liquidation, dissolution or winding up in proportion to their respective amounts of accrued and unpaid distributions per unit or other denomination or liquidation preferences, without preference or priority one over the other (the Partnership Units referred to in clauses (i) and (ii) of this paragraph being hereinafter referred to, collectively, as “Parity Partnership Units”); and (c) junior to the Class Three Partnership Preferred Units, as to the payment of distributions and as to the distribution of assets upon liquidation, dissolution or winding up, if (i) such class or series of Partnership Units shall be Partnership Common Units or Class I High Performance Partnership Units or (ii) the holders of Class Three Partnership Preferred Units shall be entitled to receipt of distributions or of amounts distributable upon liquidation, dissolution or winding up, as the case may be, in preference or priority to the holders of such class or series of Partnership Units (the Partnership Units referred to in clauses (i) and (ii) of this paragraph being hereinafter referred to, collectively, as “Junior Partnership Units”).

Ranking. Any class or series of Partnership Units of the Partnership shall be deemed to rank: (a) prior or senior to the Class Three Series E Partnership Preferred Units, as to the payment of distributions and as to the distribution distributions of assets upon liquidation, dissolution or winding up, if the holders of such class or series shall be entitled to the receipt of distributions and of amounts distributable upon liquidation, dissolution or winding up, as the case may be, in preference or priority to the holders of Class Three Series E Partnership Preferred Units (the Partnership Units referred to in this paragraph being hereinafter referred to, collectively, as “"Senior Partnership Units”"); (b) on a parity with the Class Three Series E Partnership Preferred Units, as to the payment of distributions and as to the distribution of assets upon liquidation, dissolution or winding up, whether or not the distribution rates, distribution payment dates or redemption or liquidation prices per unit or other denomination thereof be different from those of the Class Three Series E Partnership Preferred Units if (i) such class or series of Partnership Units shall be Class G Partnership Preferred Units, Class One Partnership Preferred Units or Class Two Partnership Preferred Units or (ii) the holders of such class or series of Partnership Units and the Class Three Series E Partnership Preferred Units shall be entitled to the receipt of distributions and of amounts distributable upon liquidation, dissolution or winding up in proportion to their respective amounts of accrued and unpaid distributions per unit or other denomination or liquidation preferences, without preference or priority one over the other (the Partnership Units referred to in clauses (i) and (ii) of this paragraph being hereinafter referred to, collectively, to as “"Parity Partnership Units”"); , and (c) junior to the Class Three Series E Partnership Preferred Units, as to the payment of distributions and as to the distribution of assets upon liquidation, dissolution or winding up, if (i) such class or series of Partnership Units shall be Partnership Common Units or Class I High Performance Partnership Units or (ii) the holders of Class Three Series E Partnership Preferred Units shall be entitled to receipt of distributions or of amounts distributable upon liquidation, dissolution or winding up, as the case may be, in preference or priority to the holders of such class or series of Partnership Units (the Partnership Units referred to in clauses (i) and (ii) of this paragraph being hereinafter referred to, collectively, as “"Junior Partnership Units”").

Ranking. Any class or series of Partnership Units of the Partnership shall be deemed to rank: (a1) prior or senior to the Class Three C Partnership Preferred Units, as to the payment of distributions and as to the distribution distributions of assets upon liquidation, dissolution or winding up, if the holders of such class or series shall be entitled to the receipt of distributions and or of amounts distributable upon liquidation, dissolution or winding up, as the case may be, in preference or priority to the holders of Class Three C Partnership Preferred Units (the Partnership Units referred to in this paragraph being hereinafter referred to, collectively, as “"Senior Partnership Units”"); (b2) on a parity with the Class Three C Partnership Preferred Units, as to the payment of distributions and as to the distribution of assets upon liquidation, dissolution or winding up, whether or not the distribution rates, distribution payment dates or redemption or liquidation prices per unit or other denomination thereof be different from those of the Class Three C Partnership Preferred Units if (i) such class Class or series of Partnership Units shall be Class G B Preferred Partnership Preferred Units, Class One Partnership Preferred Units or Class Two Partnership Preferred Units or (ii) if the holders of such class or series of Partnership Units and the Class Three C Partnership Preferred Units shall be entitled to the receipt of distributions and of amounts distributable upon liquidation, dissolution or winding up in proportion to their respective amounts of accrued and unpaid distributions per unit or other denomination or liquidation preferences, without preference or priority one over the other (the Partnership Units referred to in clauses (i) and (ii) of this paragraph being hereinafter referred to, collectively, as “"Parity Partnership Units”"); and (c3) junior to the Class Three C Partnership Preferred Units, as to the payment of distributions and or as to the distribution of assets upon liquidation, dissolution or winding up, if (i) such class or series of Partnership Units shall be Partnership Common Units or Class I High Performance Partnership Units or (ii) if the holders of Class Three C Preferred Partnership Preferred Units shall be entitled to receipt of distributions or of amounts distributable upon liquidation, dissolution or winding up, as the case may be, in preference or priority to the holders of such class or series of Partnership Units (the Partnership Units referred to in clauses (i) and (ii) of this paragraph being hereinafter referred to, collectively, as “Junior Partnership Units”).receipt

Ranking. Any class or series of Partnership Units of the Partnership shall be deemed to rank: (a) prior or senior to the Class Three Series 2019 Preferred Limited Partnership Preferred Units, as to the payment of distributions and as to the distribution distributions of assets upon liquidation, dissolution or winding up, if the holders of such class or series shall be entitled to the receipt of distributions and or of amounts distributable upon liquidation, dissolution or winding up, as the case may be, in preference or priority to the holders of Class Three Partnership Series 2019 Preferred Units (the Partnership Units referred to in this paragraph being hereinafter referred to, collectively, as “Senior Limited Partnership Units”); (b) on a parity with the Class Three Series 2019 Preferred Limited Partnership Preferred Units, as to the payment of distributions and as to the distribution of assets upon liquidation, dissolution or winding up, whether or not the distribution rates, distribution payment dates or redemption or liquidation prices per unit or other denomination thereof be different from those of the Class Three Series 2019 Preferred Limited Partnership Preferred Units if (i) such class or series of Partnership Units shall be Class G Partnership Preferred Units, Class One Partnership Preferred Units or Class Two Partnership Preferred Units or (ii) the holders of such class or series of Partnership Units and the Class Three Series 2019 Preferred Limited Partnership Preferred Units shall be entitled to the receipt of distributions and of amounts distributable upon liquidation, dissolution or winding up in proportion to their respective amounts of accrued and unpaid distributions per unit or other denomination or liquidation preferences, without preference or priority of one over the other (the Partnership Units referred to in clauses (i) and (ii) of this paragraph being hereinafter referred to, collectively, as the “Series Parity Partnership Units”); and (c) junior to the Class Three Series 2019 Preferred Limited Partnership Preferred Units, as to the payment of distributions and as to the distribution of assets upon liquidation, dissolution or winding up, if (i) such class or series of Partnership Units shall be Partnership Common Units or Class I High Performance Limited Partnership Units or (ii) the holders of Class Three Series 2019 Preferred Limited Partnership Preferred Units shall be entitled to receipt of distributions or of amounts distributable upon liquidation, dissolution or winding up, as the case may be, in preference or priority to the holders of such class or series of Partnership Units (the Partnership Units referred to in clauses (i) and (ii) of this paragraph being hereinafter referred to, collectively, as “Series 2019 Junior Partnership Units”).

Ranking. Any class or series of Partnership Units of the Partnership shall be deemed to rank: (a) prior or senior to the Class Three Partnership 8% Cumulative Redeemable Preferred Units, as to the payment of distributions and as to the distribution distributions of assets upon liquidation, dissolution or winding up, if the holders of such class or series shall be entitled to the receipt of distributions and of amounts distributable upon liquidation, dissolution or winding up, as the case may be, in preference or priority to the holders of Class Three Partnership 8% Cumulative Redeemable Preferred Units (the Partnership Units referred to in this paragraph being hereinafter referred to, collectively, as “Senior Partnership Units”); (b) on a parity with the Class Three Partnership 8% Cumulative Redeemable Preferred Units, as to the payment of distributions and as to the distribution of assets upon liquidation, dissolution or winding up, whether or not the distribution rates, distribution payment dates or redemption or liquidation prices per unit or other denomination thereof be different from those of the Class Three Partnership 8% Cumulative Redeemable Preferred Units if (i) such class or series of Partnership Units shall be Class G Partnership Preferred Units, Class One Partnership Preferred Units or Class Two Partnership Preferred Units or (ii) the holders of such class or series of Partnership Units and the Class Three Partnership 8% Cumulative Redeemable Preferred Units shall be entitled to the receipt of distributions and of amounts distributable upon liquidation, dissolution or winding up in proportion to their respective amounts of accrued and unpaid distributions per unit or other denomination or liquidation preferences, without preference or priority one over the other (the Partnership Units referred to in clauses (i) and (ii) of this paragraph being hereinafter referred to, collectively, as “Parity Partnership Units”); and (c) junior to the Class Three Partnership 8% Cumulative Redeemable Preferred Units, as to the payment of distributions and as to the distribution of assets upon liquidation, dissolution or winding up, if (i) such class or series of Partnership Units shall be Partnership Common Units or Class I High Performance Partnership Units Units, or (ii) the holders of Class Three Partnership 8% Cumulative Redeemable Preferred Units shall be entitled to receipt of distributions or of amounts distributable upon liquidation, dissolution or winding up, as the case may be, in preference or priority to the holders of such class or series of Partnership Units (the Partnership Units referred to in clauses (i) and (ii) of this paragraph being hereinafter referred toto herein, collectively, as “Junior Partnership Units”).

Ranking. The Series A Partnership Preferred Units shall with respect to distribution rights and rights on liquidation, dissolution and winding up of the affairs of the Partnership, rank pari passu to the Series B Partnership Preferred Units, ---------- the Series C Partnership Preferred Units and the Series D Partnership Preferred Units. Each Series A Partnership Preferred Unit shall be identical in all respects to each other Series A Partnership Preferred Unit. Any class or series of Partnership Units of the Partnership or Investor Unit Rights shall be deemed to rank: (a) prior or senior to the Class Three Series A Partnership Preferred Units, as to the payment of distributions and as to the distribution distributions of assets upon liquidation, dissolution or and winding upup of the Partnership, if the holders of such class or series of Partnership Units or Investor Unit Rights, as the case may be, shall be entitled to the receipt of distributions and or of amounts distributable upon liquidation, dissolution or and winding up, as up of the case may be, Partnership in preference or priority to the holders of Class Three Series A Partnership Preferred Units (the Partnership Units referred to in this paragraph being hereinafter referred to, collectively, as “"Senior Partnership Units”"); (b) on a parity with the Class Three Series A Partnership Preferred Units, as to the payment of distributions and as to the distribution of assets upon liquidation, dissolution or and winding upup of the Partnership, whether or not the distribution rates, distribution payment dates or redemption or liquidation prices per unit or other denomination thereof shall be different from those of the Class Three Partnership Preferred Units if (i) such class or series of Partnership Units shall be Class G Series A Partnership Preferred Units, Class One Partnership Preferred Units or Class Two Partnership Preferred Units or (ii) if the holders of such class or series of Partnership Units or Investor Unit Rights, as the case may be, and the Class Three Series A Partnership Preferred Units shall be entitled to the receipt of distributions and of amounts distributable upon liquidation, dissolution or and winding up of the Partnership in proportion to their respective amounts of accrued accumulated and unpaid distributions per unit or other denomination or liquidation preferences, without preference or priority one over the other (the Partnership Units referred to in clauses (i) and (ii) of this paragraph being hereinafter referred to, collectively, as “"Parity Partnership Units”"); and (c) junior to the Class Three Series A Partnership Preferred Units, as to the payment of distributions and or as to the distribution of assets upon liquidation, dissolution or and winding upup of the Partnership, if (i) such class or series of Partnership Units shall be is Partnership Common Units or Class I High Performance Partnership Units or (ii) if the holders of Class Three Series A Partnership Preferred Units shall be entitled to receipt of distributions or of amounts distributable upon liquidation, - dissolution or and winding up, as up of the case may bePartnership, in preference or priority to the holders of such class or series of Partnership Units or Investor Unit Rights (the Partnership Units referred to in clauses (i) and (ii) of this paragraph being hereinafter referred to, collectively, as “"Junior Partnership Units”").

Ranking. Any class or series of Partnership Units of the Partnership shall be deemed to rank: (a) prior or senior to the Class Three Two Partnership Preferred Units, as to the payment of distributions and as to the distribution distributions of assets upon liquidation, dissolution or winding up, if (i) such class or series of Partnership Units shall be Class One Partnership Preferred Units or (ii) the holders of such class or series shall be entitled to the receipt of distributions and of amounts distributable upon liquidation, dissolution or winding up, as the case may be, in preference or priority to the holders of Class Three Two Partnership Preferred Units (the Partnership Units referred to in clauses (i) and (ii) of this paragraph being hereinafter referred to, collectively, as “"Senior Partnership Units”"); (b) on a parity with the Class Three Two Partnership Preferred Units, as to the payment of distributions and as to the distribution of assets upon liquidation, dissolution or winding up, whether or not the distribution rates, distribution payment dates or redemption or liquidation prices per unit or other denomination thereof be different from those of the Class Three Two Partnership Preferred Units if (i) such class or series of Partnership Units shall be Class B Partnership Preferred Units, Class C Partnership Preferred Units, Class D Partnership Preferred Units, Class G Partnership Preferred Units, Class H Partnership Preferred Units, Class I Partnership Preferred Units, Class J Partnership Preferred Units, Class K Partnership Preferred Units, Class One Partnership Preferred Units or Class Two Partnership Preferred Units Units, or (ii) the holders of such class or series of Partnership Units and the Class Three Two Partnership Preferred Units shall be entitled to the receipt of distributions and of amounts distributable upon liquidation, dissolution or winding up in proportion to their respective amounts of accrued and unpaid distributions per unit or other denomination or liquidation preferences, without preference or priority one over the other (the Partnership Units referred to in clauses (i) and (ii) of this paragraph being hereinafter referred to, collectively, as “"Parity Partnership Units”"); and (c) junior to the Class Three Two Partnership Preferred Units, as to the payment of distributions and as to the distribution of assets upon liquidation, dissolution or winding up, if (i) such class or series of Partnership Units shall be Partnership Common Units or Class I High Performance Partnership Units or (ii) the holders of Class Three Two Partnership Preferred Units shall be entitled to receipt of distributions or of amounts distributable upon liquidation, dissolution or winding up, as the case may be, in preference or priority to the holders of such class or series of Partnership Units (the Partnership Units referred to in clauses (i) and (ii) of this paragraph being hereinafter referred to, collectively, as “"Junior Partnership Units”").

Ranking. Any class or series of Partnership Units of the Partnership shall be deemed to rank: (a) prior or senior to the Class Three Two Partnership Preferred Units, as to the payment of distributions and as to the distribution distributions of assets upon liquidation, dissolution or winding up, if the holders of such class or series shall be entitled to the receipt of distributions and of amounts distributable upon liquidation, dissolution or winding up, as the case may be, in preference or priority to the holders of Class Three Two Partnership Preferred Units (the Partnership Units referred to in this paragraph being hereinafter referred to, collectively, as “"Senior Partnership Units”"); (b) on a parity with the Class Three Two Partnership Preferred Units, as to the payment of distributions and as to the distribution of assets upon liquidation, dissolution or winding up, whether or not the distribution rates, distribution payment dates or redemption or liquidation prices per unit or other denomination thereof be different from those of the Class Three Two Partnership Preferred Units if (i) such class or series of Partnership Units shall be Class B Partnership Preferred Units, Class C Partnership Preferred Units, Class D Partnership Preferred Units, Class G Partnership Preferred Units, Class One H Partnership Preferred Units, Class I Partnership Preferred Units, Class J Partnership Preferred Units, Class K Partnership Preferred Units, Class L Partnership Preferred Units or Class Two One Partnership Preferred Units or (ii) the holders of such class or series of Partnership Units and the Class Three Two Partnership Preferred Units shall be entitled to the receipt of distributions and of amounts distributable upon liquidation, dissolution or winding up in proportion to their respective amounts of accrued and unpaid distributions per unit or other denomination or liquidation preferences, without preference or priority one over the other (the Partnership Units referred to in clauses (i) and (ii) of this paragraph being hereinafter referred to, collectively, as “"Parity Partnership Units”"); and (c) junior to the Class Three Two Partnership Preferred Units, as to the payment of distributions and as to the distribution of assets upon liquidation, dissolution or winding up, if (i) such class or series of Partnership Units shall be Partnership Common Units or Class I High Performance Partnership Units or (ii) the holders of Class Three Two Partnership Preferred Units shall be entitled to receipt of distributions or of amounts distributable upon liquidation, dissolution or winding up, as the case may be, in preference or priority to the holders of such class or series of Partnership Units (the Partnership Units referred to in clauses (i) and (ii) of this paragraph being hereinafter referred to, collectively, as “"Junior Partnership Units”"). 5. Section 8 of the Partnership Unit Designation of the Class L Partnership Preferred Units of AIMCO Properties, L.P. (Exhibit S to the Agreement) is hereby amended to read in its entirety as set forth below:

Ranking. Any class or series of Partnership Units of the Partnership shall be deemed to rank: (a) 7.1 prior or senior to the Class Three Partnership Series 2019 Preferred Units, as to the payment of distributions and as to the distribution distributions of assets upon liquidation, dissolution or winding up, if the holders of such class or series shall be entitled to the receipt of distributions and or of amounts distributable upon liquidation, dissolution or winding up, as the case may be, in preference or priority to the holders of Class Three Partnership Series 2019 Preferred Units (the Partnership Units referred to in this paragraph being hereinafter referred to, collectively, as “Senior Partnership Units”); (b) 7.2 on a parity with the Class Three Partnership Series 2019 Preferred Units, as to the payment of distributions and as to the distribution of assets upon liquidation, dissolution or winding up, whether or not the distribution rates, distribution payment dates or redemption or liquidation prices per unit or other denomination thereof be different from those of the Class Three Partnership Series 2019 Preferred Units if (i) such class or series of Partnership Units shall be Class G Partnership Preferred Units, Class One Partnership Preferred Units or Class Two Partnership Preferred Units or (ii) the holders of such class or series of Partnership Units and the Class Three Partnership Series 2019 Preferred Units shall be entitled to the receipt of distributions and of amounts distributable upon liquidation, dissolution or winding up in proportion to their respective amounts of accrued and unpaid distributions per unit or other denomination or liquidation preferences, without preference or priority of one over the other (the Partnership Units referred to in clauses (i) and (ii) of this paragraph being hereinafter referred to, collectively, as the “Series Parity Partnership Units”); and (c) 7.3 junior to the Class Three Partnership Series 2019 Preferred Units, as to the payment of distributions and as to the distribution of assets upon liquidation, dissolution or winding up, if (i) such class or series of Partnership Units shall be Partnership Common Units or Class I High Performance Partnership Units or (ii) the holders of Class Three Partnership Series 2019 Preferred Units shall be entitled to receipt of distributions or of amounts distributable upon liquidation, dissolution or winding up, as the case may be, in preference or priority to the holders of such class or series of Partnership Units (the Partnership Units referred to in clauses (i) and (ii) of this paragraph being hereinafter referred to, collectively, as “Series 2019 Junior Partnership Units”).

Ranking. Any class or series of Partnership Units of the Partnership shall be deemed to rank: (a) prior or senior to the Class Three Eleven Partnership Preferred Units, as to the payment of distributions and as to the distribution of assets upon liquidation, dissolution or winding up, if the holders of such class or series shall be entitled to the receipt of distributions and of amounts distributable upon liquidation, dissolution or winding up, as the case may be, in preference or priority to the holders of Class Three Eleven Partnership Preferred Units (the Partnership Units referred to in this paragraph partnership units being hereinafter referred to, collectively, as “Senior Partnership Units”); (b) on a parity with the Class Three Eleven Partnership Preferred Units, as to the payment of distributions and as to the distribution of assets upon liquidation, dissolution or winding up, whether or not the distribution rates, distribution payment dates or redemption or liquidation prices per unit or other denomination thereof be different from those of the Class Three Partnership Preferred Units if (i) such class or series of Partnership Units shall be Class G Eleven Partnership Preferred Units, Class One Partnership Preferred Units or Class Two Partnership Preferred Units or (ii) if the holders of such class or series of Partnership Units partnership units and the Class Three Eleven Partnership Preferred Units shall be entitled to the receipt of distributions and of amounts distributable upon liquidation, dissolution or winding up in proportion to their respective amounts of accumulated, accrued and unpaid distributions per unit or other denomination or liquidation preferences, without preference or priority of one over the other (the Partnership Units partnership units referred to in clauses (i) and (ii) of this paragraph being hereinafter referred to, collectively, as “Parity Partnership Units”); and (c) junior to the Class Three Eleven Partnership Preferred Units, as to the payment of distributions and as to the distribution of assets upon liquidation, dissolution or winding up, if (i) such class or series of Partnership Units partnership units shall be Partnership Common Units or Class I High Performance Partnership Units or (ii) the holders of Class Three Eleven Partnership Preferred Units shall be entitled to receipt of distributions or of amounts distributable upon liquidation, dissolution or winding up, as the case may be, in preference or priority to the holders of such class or series of Partnership Units, and such class or series shall not, in either case, rank prior to the Class Eleven Partnership Preferred Units (the Partnership Units partnership units referred to in clauses (i) and (ii) of this paragraph being hereinafter referred to, collectively, as “Junior Partnership Units”).

Ranking. Any class or series of Partnership Units of the Partnership shall be deemed to rank: (a) prior or senior to the Class Three Series C Partnership Preferred Units, as to the payment of distributions and as to the distribution distributions of assets upon liquidation, dissolution or winding up, if the holders of such class or series shall be entitled to the receipt of distributions and of amounts distributable upon liquidation, dissolution or winding up, as the case may be, in preference or priority to the holders of Class Three Series C Partnership Preferred Units (the Partnership Units referred to in this paragraph being hereinafter referred to, collectively, as “Senior Partnership Units”); (b) on a parity with the Class Three Series C Partnership Preferred Units, as to the payment of distributions and as to the distribution of assets upon liquidation, dissolution or winding up, whether or not the distribution rates, distribution payment dates or redemption or liquidation prices per unit or other denomination thereof be different from those of the Class Three Series C Partnership Preferred Units if (i) such class or series of Partnership Units shall be Class G Partnership Preferred Units, Class One Partnership Preferred Units or Class Two Partnership Preferred Units or (ii) the holders of such class or series of Partnership Units and the Class Three Series C Partnership Preferred Units shall be entitled to the receipt of distributions and of amounts distributable upon liquidation, dissolution or winding up in proportion to their respective amounts of accrued and unpaid distributions per unit or other denomination or liquidation preferences, without preference or priority one over the other (the Partnership Units referred to in clauses (i) and (ii) of this paragraph being hereinafter referred to, collectively, to as “Parity Partnership Units”); , and (c) junior to the Class Three Series C Partnership Preferred Units, as to the payment of distributions and as to the distribution of assets upon liquidation, dissolution or winding up, if (i) such class or series of Partnership Units shall be Partnership Common Units or Class I High Performance Partnership Units or (ii) the holders of Class Three Series C Partnership Preferred Units shall be entitled to receipt of distributions or of amounts distributable upon liquidation, dissolution or winding up, as the case may be, in preference or priority to the holders of such class or series of Partnership Units (the Partnership Units referred to in clauses (i) and (ii) of this paragraph being hereinafter referred to, collectively, as “Junior Partnership Units”). The Series B Partnership Preferred Units are Parity Partnership Units and the Series A Partnership Preferred Units are Junior Partnership Units.

Ranking. Any class or series of Partnership Units of the Partnership shall be deemed to rank: (a) prior or senior to the Class Three Q Partnership Preferred Units, as to the payment of distributions and as to the distribution distributions of assets upon liquidation, dissolution or winding up, if the holders of such class or series shall be entitled to the receipt of distributions and of amounts distributable upon liquidation, dissolution or winding up, as the case may be, in preference or priority to the holders of Class Three Q Partnership Preferred Units (the Partnership Units referred to in this paragraph being hereinafter referred to, collectively, as “"Senior Partnership Units”"); (b) on a parity with the Class Three Q Partnership Preferred Units, as to the payment of distributions and as to the distribution of assets upon liquidation, dissolution or winding up, whether or not the distribution rates, distribution payment dates or redemption or liquidation prices per unit or other denomination thereof be different from those of the Class Three Q Partnership Preferred Units if (i) such class or series of Partnership Units shall be Class B Partnership Preferred Units, Class C Partnership Preferred Units, Class D Partnership Preferred Units, Class G Partnership Preferred Units, Class H Partnership Preferred Units, Class I Partnership Preferred Units, Class J Partnership Preferred Units, Class K Partnership Preferred Units, Class L Partnership Preferred Units, Class M Partnership Preferred Units, Class N Partnership Preferred Units, Class O Partnership Preferred Units, Class P Partnership Preferred Units, Class One Partnership Preferred Units or Units, Class Two Partnership Preferred Units Units, Class Three Partnership Preferred Units, Class Four Partnership Preferred Units, or Class Six Partnership Preferred Units, or (ii) the holders of such class or series of Partnership Units and the Class Three Q Partnership Preferred Units shall be entitled to the receipt of distributions and of amounts distributable upon liquidation, dissolution or winding up in proportion to their respective amounts of accrued and unpaid distributions per unit or other denomination or liquidation preferences, without preference or priority one over the other (the Partnership Units referred to in clauses (i) and (ii) of this paragraph being hereinafter referred to, collectively, as “"Parity Partnership Units”"); and (c) junior to the Class Three Q Partnership Preferred Units, as to the payment of distributions and as to the distribution of assets upon liquidation, dissolution or winding up, if (i) such class or series of Partnership Units shall be Partnership Common Units or Units, Class I High Performance Partnership Units Units, or Class Five Partnership Preferred Units, or (ii) the holders of Class Three Q Partnership Preferred Units shall be entitled to receipt of distributions or of amounts distributable upon liquidation, dissolution or winding up, as the case may be, in preference or priority to the holders of such class or series of Partnership Units (the Partnership Units referred to in clauses (i) and (ii) of this paragraph being hereinafter referred to, collectively, as “"Junior Partnership Units”").

Ranking. Any class or series of Partnership Units of the Partnership shall be deemed to rank: (aA) prior or senior to the Class Three Partnership F Preferred Units, as to the payment of distributions and as to the distribution distributions of assets upon liquidation, dissolution or winding upup of the Partnership, if the express terms of such class or series of Units provides that the holders of such class or series of Units shall be entitled to the receipt payment of distributions and or the distribution of amounts distributable assets upon liquidation, dissolution or winding up, as the case may be, in preference or priority to the holders of the Class Three Partnership F Preferred Units (Units, provided that the Partnership shall not issue any such Units referred to in this paragraph being hereinafter referred to, collectively, as “Senior Partnership without the prior written consent of the holders of a majority of the outstanding Class F Preferred Units”); (bB) on a parity with the Class Three Partnership F Preferred Units, Units as to the payment of distributions and as to the distribution distributions of assets upon liquidation, dissolution or winding upup of the Partnership, whether or not the distribution rates, distribution payment dates or redemption or liquidation prices per unit or other denomination thereof be Unit are different from those of the Class Three Partnership F Preferred Units Units, or if (i) the express terms of such class or series of Partnership Units shall be Class G Partnership Preferred Units, Class One Partnership Preferred Units or Class Two Partnership Preferred Units or (ii) provide that the holders of such class or series of Partnership Units and the Class Three Partnership F Preferred Units shall be entitled to the receipt payment of distributions and the distribution of amounts distributable assets upon liquidation, dissolution or winding up in proportion to their respective amounts of accrued accrued, accumulated (if applicable) and unpaid distributions per unit or other denomination Unit or liquidation preferences, as the case may be, without preference or priority one over the other (the Partnership Units referred to in clauses (i) and (ii) of this paragraph being hereinafter referred to, collectively, as “Parity Partnership Units”); andother; (cC) junior to the Class Three Partnership F Preferred Units, as to the payment of distributions or as to the distributions of assets upon liquidation, dissolution and winding up of the Partnership, as the G1 MACROBUTTON DocID \\1052349 4161-2275-7181 v7 (D) case may be, if such class or series of Units shall be Junior Units; and (E) junior to the Class F Preferred Units, as to the payment of distributions and as to the distribution distributions of assets upon liquidation, dissolution or and winding up, up of the Partnership if (i) such class or series of Partnership Units shall be Partnership Common Units or Class I High Performance Partnership Units or (ii) the holders of Class Three Partnership Preferred Units shall be entitled to receipt of distributions or of amounts distributable upon liquidation, dissolution or winding up, as the case may be, in preference or priority to the holders of such class or series of Partnership Units (the Partnership Units referred to in clauses (i) and (ii) of this paragraph being hereinafter referred to, collectively, as “Fully Junior Partnership Units”).

Ranking. Any class or series of Partnership Units of the Partnership shall be deemed to rank: (a) prior or senior to the Class Three L Partnership Preferred Units, as to the payment of distributions and as to the distribution distributions of assets upon liquidation, dissolution or winding up, if the holders of such class or series shall be entitled to the receipt of distributions and of amounts distributable upon liquidation, dissolution or winding up, as the case may be, in preference or priority to the holders of Class Three L Partnership Preferred Units (the Partnership Units referred to in this paragraph being hereinafter referred to, collectively, as “"Senior Partnership Units”"); (b) on a parity with the Class Three L Partnership Preferred Units, as to the payment of distributions and as to the distribution of assets upon liquidation, dissolution or winding up, whether or not the distribution rates, distribution payment dates or redemption or liquidation prices per unit or other denomination thereof be different from those of the Class Three L Partnership Preferred Units if (i) such class or series of Partnership Units shall be Class B Partnership Preferred Units, Class C Partnership Preferred Units, Class D Partnership Preferred Units, Class G Partnership Preferred Units, Class H Partnership Preferred Units, Class I Partnership Preferred Units, Class J Partnership Preferred Units, Class K Partnership Preferred Units, Class One Partnership Preferred Units or Class Two Partnership Preferred Units or (ii) the holders of such class or series of Partnership Units and the Class Three L Partnership Preferred Units shall be entitled to the receipt of distributions and of amounts distributable upon liquidation, dissolution or winding up in proportion to their respective amounts of accrued and unpaid distributions per unit or other denomination or liquidation preferences, without preference or priority one over the other (the Partnership Units referred to in clauses (i) and (ii) of this paragraph being hereinafter referred to, collectively, as “"Parity Partnership Units”"); and (c) junior to the Class Three L Partnership Preferred Units, as to the payment of distributions and as to the distribution of assets upon liquidation, dissolution or winding up, if (i) such class or series of Partnership Units shall be Partnership Common Units or Class I High Performance Partnership Units or (ii) the holders of Class Three L Partnership Preferred Units shall be entitled to receipt of distributions or of amounts distributable upon liquidation, dissolution or winding up, as the case may be, in preference or priority to the holders of such class or series of Partnership Units (the Partnership Units referred to in clauses (i) and (ii) of this paragraph being hereinafter referred to, collectively, as “Junior Partnership Units”).amounts

Ranking. Any class or series of Partnership Units of the Partnership shall be deemed to rank: (a) prior or senior to the Class Three U Partnership Preferred Units, as to the payment of distributions and as to the distribution distributions of assets upon liquidation, dissolution or winding up, if the holders of such class or series shall be entitled to the receipt of distributions and of amounts distributable upon liquidation, dissolution or winding up, as the case may be, in preference or priority to the holders of Class Three U Partnership Preferred Units (the Partnership Units referred to in this paragraph being hereinafter referred to, collectively, as “"Senior Partnership Units”"); (b) on a parity with the Class Three U Partnership Preferred Units, as to the payment of distributions and as to the distribution of assets upon liquidation, dissolution or winding up, whether or not the distribution rates, distribution payment dates or redemption or liquidation prices per unit or other denomination thereof be different from those of the Class Three U Partnership Preferred Units if (i) such class or series of Partnership Units shall be Class B Partnership Preferred Units, Class C Partnership Preferred Units, Class D Partnership Preferred Units, Class G Partnership Preferred Units, Class H Partnership Preferred Units, Class I Partnership Preferred Units, Class J Partnership Preferred Units, Class K Partnership Preferred Units, Class L Partnership Preferred Units, Class M Partnership Preferred Units, Class N Partnership Preferred Units, Class O Partnership Preferred Units, Class P Partnership Preferred Units, Class Q Partnership Preferred Units, Class R Partnership Preferred Units, Class S Partnership Preferred Units, Class T Partnership Preferred Units, Class One Partnership Preferred Units or Units, Class Two Partnership Preferred Units Units, Class Three Partnership Preferred Units, Class Four Partnership Preferred Units, Class Six Partnership Preferred Units, Class Seven Partnership Preferred Units, or Class Nine Partnership Preferred Units, or (ii) the holders of such class or series of Partnership Units and the Class Three U Partnership Preferred Units shall be entitled to the receipt of distributions and of amounts distributable upon liquidation, dissolution or winding up in proportion to their respective amounts of accrued and unpaid distributions per unit or other denomination or liquidation preferences, without preference or priority one over the other (the Partnership Units referred to in clauses (i) and (ii) of this paragraph being hereinafter referred to, collectively, as “"Parity Partnership Units”"); and (c) junior to the Class Three U Partnership Preferred Units, as to the payment of distributions and as to the distribution of assets upon liquidation, dissolution or winding up, if (i) such class or series of Partnership Units shall be Partnership Common Units or Units, Class I High Performance Partnership Units, Class II High Performance Partnership Units, Class III High Performance Partnership Units, Class IV High Performance Partnership Units, Class V High Performance Partnership Units, Class VI High Performance Partnership Units, Class Five Partnership Preferred Units, Class Eight Partnership Preferred Units, Class Ten Partnership Preferred Units, Class Eleven Partnership Preferred Units or Class Twelve Partnership Preferred Units or (ii) the holders of Class Three U Partnership Preferred Units shall be entitled to receipt of distributions or of amounts distributable upon liquidation, dissolution or winding up, as the case may be, in preference or priority to the holders of such class or series of Partnership Units (the Partnership Units referred to in clauses (i) and (ii) of this paragraph being hereinafter referred to, collectively, as “"Junior Partnership Units”").

Ranking. The Series D-1 Partnership Preferred Units shall with respect to distribution rights and rights on liquidation, dissolution and winding up of the affairs of the Partnership, rank pari passu to the Series A Partnership ---------- Preferred Units, the Series B Partnership Preferred Units, the Series C Partnership Preferred Units, the Series C-1 Partnership Preferred Units, the Series D Partnership Preferred Units and the Series C-2 Partnership Preferred Units of the Partnership, if any, shall have been authorized and issued. Each Series D-1 Partnership Preferred Unit shall be identical in all respects to each other Series D-1 Partnership Preferred Unit. Any class or series of Partnership Units of the Partnership or Investor Unit Rights shall be deemed to rank: (a) prior or senior to the Class Three Series D-1 Partnership Preferred Units, as to the payment of distributions and as to the distribution distributions of assets upon the liquidation, dissolution or and winding upup of the Partnership, if the holders of such class or series of Partnership Units or Investor Unit Rights, as the case may be, shall be entitled to the receipt of distributions and or of amounts distributable upon the liquidation, dissolution or and winding up, as up of the case may be, Partnership in preference or priority to the holders of Class Three Series D-1 Partnership Preferred Units (the Partnership Units referred to in this paragraph being hereinafter referred to, collectively, as “"Senior Partnership Units”"); (b) on a parity with the Class Three Series D-1 Partnership Preferred Units, as to the payment of distributions and as to the distribution of assets upon the liquidation, dissolution or and winding upup of the Partnership, whether or not the distribution rates, distribution payment dates or redemption or liquidation prices per unit or other denomination thereof shall be different from those of the Class Three Partnership Preferred Units if (i) such class or series of Partnership Units shall be Class G Series D-1 Partnership Preferred Units, Class One Partnership Preferred Units or Class Two Partnership Preferred Units or (ii) if the holders of such class or series of Partnership Units or Investor Unit Rights, as the case may be, and the Class Three Series D-1 Partnership Preferred Units shall be entitled to the receipt of distributions and of amounts distributable upon the liquidation, dissolution or and winding up of the Partnership in proportion to their respective amounts of accrued accumulated and unpaid distributions per unit or other denomination or liquidation preferences, without preference or priority one over the other (the Partnership Units referred to in clauses (i) and (ii) of this paragraph being hereinafter referred to, collectively, as “"Parity Partnership Units”"); and; (c) junior to the Class Three Series D-1 Partnership Preferred Units, as to the payment of distributions or as to the distribution of assets upon the liquidation, dissolution and winding up of the Partnership, if the holders of Series D-1 Partnership Preferred Units shall be entitled to receipt of distributions or of amounts distributable upon the liquidation, dissolution and winding up of the Partnership, in preference or priority to the holders of such class or series of Partnership Units or Investor Unit Rights ("Junior Units"); and (d) junior to the Series D-1 Partnership Preferred Units, as to the payment of distributions and as to the distribution of assets upon the liquidation, dissolution or and winding upup of the Partnership, if (i) such class or series of Partnership Units shall be is Partnership Common Units or Class I High Performance Partnership Units A Investor Unit Rights, as the case may be, or (ii) if the holders of Class Three Series D-1 Partnership Preferred Units shall be entitled to receipt of distributions or and of amounts distributable upon the liquidation, dissolution or and winding up, as up of the case may bePartnership, in preference or priority to the holders of such class or series of Partnership Units or Investor Unit Rights (the Partnership Units referred to in clauses (i) and (ii) of this paragraph being hereinafter referred to, collectively, as “"Fully Junior Partnership Units”").

Ranking. Any class or series of Partnership Units of the Partnership shall be deemed to rank: (a) prior or senior to the Class Three Ten Partnership Preferred Units, as to the payment of distributions and as to the distribution distributions of assets upon liquidation, dissolution or winding up, if (i) such class or series of Partnership Units shall be Class B Partnership Preferred Units, Class C Partnership Preferred Units, Class D Partnership Preferred Units, Class G Partnership Preferred Units, Class H Partnership Preferred Units, Class I Partnership Preferred Units, Class J Partnership Preferred Units, Class K Partnership Preferred Units, Class L Partnership Preferred Units, Class M Partnership Preferred Units, Class N Partnership Preferred Units, Class O Partnership Preferred Units, Class P Partnership Preferred Units, Class Q Partnership Preferred Units, Class R Partnership Preferred Units, Class One Partnership Preferred Units, Class Two Partnership Preferred Units, Class Three Partnership Preferred Units, Class Four Partnership Preferred Units, Class Six Partnership Preferred Units, Class Seven Partnership Preferred Units, or Class Nine Partnership Preferred Units, or (ii) the holders of such class or series shall be entitled to the receipt of distributions and of amounts distributable upon liquidation, dissolution or winding up, as the case may be, in preference or priority to the holders of Class Three Ten Partnership Preferred Units (the Partnership Units referred to in clauses (i) and (ii) of this paragraph being hereinafter referred to, collectively, as “"Senior Partnership Units”"); (b) on a parity with the Class Three Ten Partnership Preferred Units, as to the payment of distributions and as to the distribution of assets upon liquidation, dissolution or winding up, whether or not the distribution rates, distribution payment dates or redemption or liquidation prices per unit or other denomination thereof be different from those of the Class Three Ten Partnership Preferred Units if (i) such class or series of Partnership Units shall be Partnership Common Units, Class G I High Performance Partnership Units, Class II High Performance Partnership Units, Class III High Performance Partnership Units, Class IV High Performance Partnership Units, Class Five Partnership Preferred Units, or Class One Eight Partnership Preferred Units or Class Two Partnership Preferred Units Units, or (ii) the holders of such class or series of Partnership Units and the Class Three Ten Partnership Preferred Units shall be entitled to the receipt of distributions and of amounts distributable upon liquidation, dissolution or winding up in proportion to their respective amounts of accrued and unpaid distributions per unit or other denomination or liquidation preferences, without preference or priority one over the other (the Partnership Units referred to in clauses (i) and (ii) of this paragraph being hereinafter referred to, collectively, as “"Parity Partnership Units”"); and (c) junior to the Class Three Ten Partnership Preferred Units, as to the payment of distributions and as to the distribution of assets upon liquidation, dissolution or winding up, if (i) such class or series of Partnership Units shall be Partnership Common Units or Class I High Performance Partnership Units or (ii) the holders of Class Three Ten Partnership Preferred Units shall be entitled to receipt of distributions or of amounts distributable upon liquidation, dissolution or winding up, as the case may be, in preference or priority to the holders of such class or series of Partnership Units (the Partnership Units referred to in clauses (i) and (ii) of this paragraph being hereinafter referred to, collectively, as “"Junior Partnership Units”").

Ranking. Any class or series of Partnership Units of the Partnership shall be deemed to rank: (a) prior or senior to the Class Three I Partnership Preferred Units, as to the payment of distributions and as to the distribution of assets upon liquidation, dissolution or winding up, if (i) such class or series of Partnership Units shall be Class One Partnership Preferred Units or (ii) the holders of such class or series shall be entitled to the receipt of distributions and of amounts distributable upon liquidation, dissolution or winding up, as the case may be, in preference or priority to the holders of Class Three I Partnership Preferred Units (the Partnership Units referred to in clauses (i) and (ii) of this paragraph being hereinafter referred to, collectively, as “"Senior Partnership Units”"); (b) on a parity with the Class Three I Partnership Preferred Units, as to the payment of distributions and as to the distribution of assets upon liquidation, dissolution or winding up, whether or not the distribution rates, distribution payment dates or redemption or liquidation prices per unit or other denomination thereof be different from those of the Class Three I Partnership Preferred Units if (i) such class or series of Partnership Units shall be Class B Partnership Preferred Units, Class C Partnership Preferred Units, Class D Partnership Preferred Units, Class G Partnership Preferred Units, Class H Partnership Preferred Units, Class J Partnership Preferred Units, Class K Partnership Preferred Units, Class One Partnership Preferred Units or Units, Class Two Partnership Preferred Units or (ii) the holders of such class or series of Partnership Units and the Class Three I Partnership Preferred Units shall be entitled to the receipt of distributions and of amounts distributable upon liquidation, dissolution or winding up in proportion to their respective amounts of accrued and unpaid distributions per unit or other denomination or liquidation preferences, without preference or priority one over the other (the Partnership Units referred to in clauses (i) and (ii) of this paragraph being hereinafter referred to, collectively, as “"Parity Partnership Units”"); and (c) junior to the Class Three I Partnership Preferred Units, as to the payment of distributions and as to the distribution of assets upon liquidation, dissolution or winding up, if (i) such class or series of Partnership Units shall be Partnership Common Units or Class I High Performance Partnership Units or (ii) the holders of Class Three I Partnership Preferred Units shall be entitled to receipt of distributions or of amounts distributable upon liquidation, dissolution or winding up, as the case may be, in preference or priority to the holders of such class or series of Partnership Units (the Partnership Units referred to in clauses (i) and (ii) of this paragraph being hereinafter referred to, collectively, as “"Junior Partnership Units”").

Ranking. Any class or series of Partnership Units of the Partnership shall be deemed to rank: (a) prior or senior to the Class Three Seven Partnership Preferred Units, as to the payment of distributions and as to the distribution of assets upon liquidation, dissolution or winding up, if the holders of such class or series shall be entitled to the receipt of distributions and of amounts distributable upon liquidation, dissolution or winding up, as the case may be, in preference or priority to the holders of Class Three Seven Partnership Preferred Units (the Partnership Units referred to in this paragraph partnership units being hereinafter referred to, collectively, as “"Senior Partnership Units”"); (b) on a parity with the Class Three Seven Partnership Preferred Units, as to the payment of distributions and as to the distribution of assets upon liquidation, dissolution or winding up, whether or not the distribution rates, distribution payment dates or redemption or liquidation prices per unit or other denomination thereof be different from those of the Class Three Seven Partnership Preferred Units if (i) if such class or series of Partnership Units partnership units shall be Class B Partnership Preferred Units, Class C Partnership Preferred Units, Class D Partnership Preferred Units, Class G Partnership Preferred Units, Class H Partnership Preferred Units, Class J Partnership Preferred Units, Class K Partnership Preferred Units, Class L Partnership Preferred Units, Class M Partnership Preferred Units, Class N Partnership Preferred Units, Class O Partnership Preferred Units, Class One Partnership Preferred Units, Class Two Partnership Preferred Units, Class Three Partnership Preferred Units, Class Four Partnership Preferred Units or Class Two Six Partnership Preferred Units or (ii) if the holders of such class or series of Partnership Units partnership units and the Class Three Seven Partnership Preferred Units shall be entitled to the receipt of distributions and of amounts distributable upon liquidation, dissolution or winding up in proportion to their respective amounts of accrued and unpaid distributions per unit or other denomination or liquidation preferences, without preference or priority one over the other (the Partnership Units partnership units referred to in clauses (i) and (ii) of this paragraph being hereinafter referred to, collectively, as “"Parity Partnership Units”"); and (c) junior to the Class Three Seven Partnership Preferred Units, as to the payment of distributions and as to the distribution of assets upon liquidation, dissolution or winding up, if (i) if such class or series of Partnership Units partnership units shall be Partnership Common Units or Units, Class I High Performance Partnership Units or Class Five Partnership Preferred Units or (ii) if the holders of Class Three Seven Partnership Preferred Units shall be entitled to receipt of distributions or of amounts distributable upon liquidation, dissolution or winding up, as the case may be, in preference or priority to the holders of such class or series of Partnership Units (the Partnership Units partnership units referred to in clauses (i) and (ii) of this paragraph being hereinafter referred to, collectively, as “"Junior Partnership Units”").

Ranking. (i) Any class or series of Partnership Units of the Partnership shall be deemed to rank: (a) prior or senior to the Class Three Partnership Preferred B Units, as to the payment of distributions and as to the distribution of assets upon liquidation, dissolution or winding upup of the General Partner or the Partnership, if the holders of such class or series of Partnership Units shall be entitled to the receipt of distributions and or of amounts distributable upon liquidation, dissolution or winding up, as the case may be, in preference or priority to the holders of Class Three Partnership Preferred Units (the Partnership Units referred to in this paragraph being hereinafter referred to, collectively, as “Senior Partnership B Units”); (b) on a parity with the Class Three Partnership Preferred B Units, as to the payment of distributions and as to the distribution of assets upon liquidation, dissolution or winding upup of the General Partner or the Partnership, whether or not the distribution rates, distribution payment dates or redemption or liquidation prices per unit or other denomination thereof Partnership Unit be different from those of the Class Three Partnership Preferred Units B Units, if (i) the holders of such class or series of Partnership Units shall be Class G Partnership Preferred Units, Class One Partnership Preferred Units or Class Two Partnership Preferred Units or (ii) the holders of such class or series of Partnership Units and the Class Three Partnership Preferred B Units shall be entitled to the receipt of distributions and of amounts distributable upon liquidation, dissolution or winding up in proportion to their respective amounts of accrued and unpaid distributions per unit or other denomination Partnership Unit or liquidation preferences, without preference or priority one over the other other, except to the extent that such distributions or amounts distributable on the Class B-2 Units may not be payable due to a lack of funds in the Nongovernmental Account (the Partnership Units referred to in clauses (i) and (ii) of this paragraph being hereinafter referred to, collectively, as “Parity Partnership Units”); and (c) junior to the Class Three Partnership Preferred B Units, as to the payment of distributions and or as to the distribution of assets upon liquidation, dissolution or winding upup of the General Partner or the Partnership, if (i) such class or series of Partnership Units shall be Partnership Common Units or Class I High Performance Partnership Units or (ii) if the holders General Partner, in its capacity as the holder of Class Three Partnership Preferred Units B Units, shall be entitled to receipt of distributions distribution or of amounts distributable upon liquidation, dissolution or winding up, as the case may be, in preference or priority to the holders of Partnership Units of such class or series, and such class or series of Partnership Units shall not in either case rank prior to the Class B Units, except to the extent that such distributions or amounts distributable on the Class B-2 Units may not be payable due to a lack of funds in the Nongovernmental Account (the Partnership Units referred to in clauses (i) and (ii) of this paragraph being hereinafter referred to, collectively, as “Junior Partnership Units”). (ii) The Class B Units shall be Parity Units with respect to Class A Units, subject to the limitations with respect to the Class B Units (e.g., on distribution, redemption and voting) set forth herein.

Ranking. Any class or series of Partnership Units of the Partnership shall be deemed to rank: (a) prior or senior to the Class Three Four Partnership Preferred Units, as to the payment of distributions and as to the distribution of assets upon liquidation, dissolution or winding up, if the holders of such class or series shall be entitled to the receipt of distributions and of amounts distributable upon liquidation, dissolution or winding up, as the case may be, in preference or priority to the holders of Class Three Four Partnership Preferred Units (the Partnership Units referred to in this paragraph being hereinafter referred to, collectively, as “"Senior Partnership Units”"); (b) on a parity with the Class Three Four Partnership Preferred Units, as to the payment of distributions and as to the distribution of assets upon liquidation, dissolution or winding up, whether or not the distribution rates, distribution payment dates or redemption or liquidation prices per unit or other denomination thereof be different from those of the Class Three Four Partnership Preferred Units if (i) such class or series of Partnership Units shall be Class B Partnership Preferred Units, Class C Partnership Preferred Units, Class D Partnership Preferred Units, Class G Partnership Preferred Units, Class H Partnership Preferred Units, Class I Partnership Preferred Units, Class J Partnership Preferred Units, Class K Partnership Preferred Units, Class L Partnership Preferred Units, Class One Partnership Preferred Units or Class Two Partnership Preferred Units or (ii) the holders of such class or series of Partnership Units and the Class Three Four Partnership Preferred Units shall be entitled to the receipt of distributions and of amounts distributable upon liquidation, dissolution or winding up in proportion to their respective amounts of accrued and unpaid distributions per unit or other denomination or liquidation preferences, without preference or priority one over the other (the Partnership Units referred to in clauses (i) and (ii) of this paragraph being hereinafter referred to, collectively, as “"Parity Partnership Units”"); and (c) junior to the Class Three Four Partnership Preferred Units, as to the payment of distributions and as to the distribution of assets upon liquidation, dissolution or winding up, if (i) such class or series of Partnership Units shall be Partnership Common Units or Class I High Performance Partnership Units or (ii) the holders of Class Three Four Partnership Preferred Units shall be entitled to receipt of distributions or of amounts distributable upon liquidation, dissolution or winding up, as the case may be, in preference or priority to the holders of such class or series of Partnership Units (the Partnership Units referred to in clauses (i) and (ii) of this paragraph being hereinafter referred to, collectively, as “"Junior Partnership Units”").

Ranking. Any class or series of Partnership Units of the Partnership shall be deemed to rank: (a) prior or senior to the Class Three Five Partnership Preferred Units, as to the payment of distributions and as to the distribution of assets upon liquidation, dissolution or winding up, if (i) the holders of such class or series shall be entitled to the receipt of distributions and of amounts distributable upon liquidation, dissolution or winding up, as the case may be, in preference or priority to the holders of Class Five Partnership Preferred Units or (ii) such class or series of Partnership Units shall be Class B Partnership Preferred Units, Class C Partnership Preferred Units, Class D Partnership Preferred Units, Class G Partner ship Preferred Units, Class H Partnership Preferred Units, Class I Partnership Preferred Units, Class J Partnership Preferred Units, Class K Partnership Preferred Units, Class L Partnership Preferred Units, Class M Partnership Preferred Units, Class N Partnership Preferred Units, Class O Partnership Preferred Units, Class One Partnership Preferred Units, Class Two Partnership Preferred Units, Class Three Partnership Preferred Units, Class Four Partnership Preferred Units or Class Six Partnership Preferred Units (the Partnership Units referred to in clauses (i) and (ii) of this paragraph being hereinafter referred to, collectively, as “"Senior Partnership Units”"); (b) on a parity with the Class Three Five Partnership Preferred Units, as to the payment of distributions and as to the distribution of assets upon liquidation, dissolution or winding up, whether or not the distribution rates, distribution payment dates or redemption or liquidation prices per unit or other denomination thereof be different from those of the Class Three Five Partnership Preferred Units if (i) such class or series of Partnership Units shall be Class G Partnership Preferred Units, Class One Partnership Preferred Common Units or Class Two I High Performance Partnership Preferred Units or (ii) the holders of such class or series of Partnership Units and the Class Three Five Partnership Preferred Units shall be entitled to the receipt of distributions and of amounts distributable upon liquidation, dissolution or winding up in proportion to their respective amounts of accrued and unpaid distributions per unit or other denomination or liquidation preferences, without preference or priority one over the other (the Partnership Units referred to in clauses (i) and (ii) of this paragraph being hereinafter referred to, collectively, as “"Parity Partnership Units”"); and (c) junior to the Class Three Five Partnership Preferred Units, as to the payment of distributions and as to the distribution of assets upon liquidation, dissolution or winding up, if (i) such class or series of Partnership Units shall be Partnership Common Units or Class I High Performance Partnership Units or (ii) the holders of Class Three Five Partnership Preferred Units shall be entitled to receipt of distributions or of amounts distributable upon liquidation, dissolution or winding up, as the case may be, in preference or priority to the holders of such class or series of Partnership Units (the Partnership Units referred to in clauses (i) and (ii) of this paragraph being hereinafter referred to, collectively, as “"Junior Partnership Partner ship Units”"). 3. Section 8 of the Partnership Unit designation of the Class M Partnership Preferred Units of AIMCO Properties, L.P. (Exhibit W to the Agreement) is hereby amended to read in its entirety as set forth below:

Ranking. Any class or series of Partnership Units of the Partnership shall be deemed to rank: (aA) prior or senior to the Class Three Partnership D Preferred Units, as to the payment of distributions and as to the distribution distributions of assets upon liquidation, dissolution or winding upup of the Partnership, if the express terms of such class or series of Units provides that the holders of such class or series of Units shall be entitled to the receipt payment of distributions and or the distribution of amounts distributable assets upon liquidation, dissolution or winding up, as the case may be, in preference or priority to the holders of the Class Three Partnership D Preferred Units (the Partnership Units referred to in this paragraph being hereinafter referred to, collectively, as “Senior Partnership Units”); (bB) on a parity with the Class Three Partnership D Preferred Units, Units as to the payment of distributions and as to the distribution distributions of assets upon liquidation, dissolution or winding upup of the Partnership, whether or not the distribution rates, distribution payment dates or redemption or liquidation prices per unit or other denomination thereof be Unit are different from those of the Class Three Partnership D Preferred Units, if such Units if (i) such class or series of Partnership Units shall be are Class G Partnership A Preferred Units, Class One Partnership B Preferred Units or Class Two Partnership C Preferred Units or (ii) it being understood that the holders of such class or series of Partnership Class A Preferred Units, the Class B Preferred Units, the Class C Preferred Units and the Class Three Partnership D Preferred Units shall be are entitled to the receipt payment of distributions and the distribution of amounts distributable assets upon liquidation, dissolution or winding up in proportion to their respective amounts of accrued accrued, accumulated (if applicable) and unpaid distributions per unit or other denomination Unit or liquidation preferences, as the case may be, without preference or priority one over the other other) or if the express terms of such class or series of Units provide that the holders of such class or series of Units and the Class D Preferred Units shall be entitled to the payment of distributions and the distribution of assets upon liquidation, dissolution or winding up in proportion to their respective amounts of accrued, accumulated (the Partnership Units referred to in clauses (iif applicable) and (ii) of this paragraph being hereinafter referred to, collectivelyunpaid distributions per Unit or liquidation preferences, as “Parity Partnership Units”); andthe case may be, without preference or priority one over the other; (cC) junior to the Class Three Partnership D Preferred Units, as to the payment of distributions or as to the distributions of assets upon liquidation, dissolution and winding up of the Partnership, as the case may be, if such class or series of Units shall be Junior Units; and (D) junior to the Class D Preferred Units, as to the payment of distributions and as to the distribution distributions of assets upon liquidation, dissolution or and winding up, up of the Partnership if (i) such class or series of Partnership Units shall be Partnership Common Units or Class I High Performance Partnership Units or (ii) the holders of Class Three Partnership Preferred Units shall be entitled to receipt of distributions or of amounts distributable upon liquidation, dissolution or winding up, as the case may be, in preference or priority to the holders of such class or series of Partnership Units (the Partnership Units referred to in clauses (i) and (ii) of this paragraph being hereinafter referred to, collectively, as “Fully Junior Partnership Units”).

Ranking. (i) Any class or series of Partnership Membership Units of the Partnership shall be deemed to rank: (a) prior or senior to the Class Three Partnership Series E Company Preferred Units, as to the payment of distributions and or as to the distribution of assets upon liquidation, dissolution or winding upup of CLNS or the Company, if the holders of such class or series of preferred units shall be entitled to the receipt of distributions and of amounts distributable upon liquidation, dissolution or winding up, as the case may be, in preference or priority to the holders of Class Three Partnership Preferred Units (the Partnership Units referred to in this paragraph being hereinafter referred to, collectively, as “Senior Partnership Units”); (b) on a parity with the Class Three Partnership Preferred Units, as to the payment of distributions and as to the distribution of assets upon liquidation, dissolution or winding up, whether or not the distribution rates, distribution payment dates or redemption or liquidation prices per unit or other denomination thereof be different from those of the Class Three Partnership Preferred Units if (i) such class or series of Partnership Units shall be Class G Partnership Preferred Units, Class One Partnership Preferred Units or Class Two Partnership Preferred Units or (ii) the holders of such class or series of Partnership Units and the Class Three Partnership Preferred Units shall be entitled to the receipt of distributions and of amounts distributable upon liquidation, dissolution or winding up in proportion to their respective amounts of accrued and unpaid distributions per unit or other denomination or liquidation preferences, without preference or priority one over the other (the Partnership Units referred to in clauses (i) and (ii) of this paragraph being hereinafter referred to, collectively, as “Parity Partnership Units”); and (c) junior to the Class Three Partnership Preferred Units, as to the payment of distributions and as to the distribution of assets upon liquidation, dissolution or winding up, if (i) such class or series of Partnership Units shall be Partnership Common Units or Class I High Performance Partnership Units or (ii) the holders of Class Three Partnership Preferred Units shall be entitled to receipt of distributions or of amounts distributable upon liquidation, dissolution or winding up, as the case may be, in preference or priority to the holders of Series E Company Preferred Units; (b) on a parity with the Series E Company Preferred Units, as to the payment of distributions or as to the distribution of assets upon liquidation, dissolution or winding up of CLNS or the Company, whether or not the distribution rates, distribution payment dates or redemption or liquidation prices per Membership Unit be different from those of the Series E Company Preferred Units, if the holders of such Membership Units of such class or series and the Series E Company Preferred Units shall be entitled to the receipt of distributions or of amounts distributable upon liquidation, dissolution or winding up, as the case may be, in proportion to their respective amounts of accrued and unpaid distributions per Membership Unit or liquidation preferences, without preference or priority one over the other; and (c) junior to the Series E Company Preferred Units, as to the payment of distributions or as to the distribution of assets upon liquidation, dissolution or winding up of CLNS or the Company, if such class or series of Partnership Membership Units (shall be Membership Common Units or if the Partnership holders of Series E Company Preferred Units, shall be entitled to receipt of distribution or of amounts distributable upon liquidation, dissolution or winding up, as the case may be, in preference or priority to the holders of Membership Units referred to in clauses (i) and of such class or series. (ii) As of this paragraph being hereinafter referred tothe date hereof, collectively2,466,689 issued and outstanding Series A Company Preferred Units, 13,998,905 issued and outstanding Series B Company Preferred Units, 5,000,000 issued and outstanding Series C Company Preferred Units, 8,000,000 issued and outstanding Series D Company Preferred Units, 10,400,000 authorized Series F Company Preferred Units, 3,450,000 authorized Series G Company Preferred Units and 11,500,000 authorized Series H Company Preferred Units are Parity Preferred Units with respect to the Series E Company Preferred Units. (iii) The holders of Series E Company Preferred Units shall be entitled to the receipt of distributions and of amounts distributable upon liquidation, dissolution or winding up in proportion to their respective amounts of accumulated and unpaid distributions per Membership Unit or liquidation preference, without preference or priority one over the other, except that: (a) the Series E Company Preferred Units shall be Company Preferred Units and shall receive distributions on a basis pari passu with other Company Preferred Units, if any, receiving distributions pursuant to Section 5.1 of the Agreement; and (b) Distributions made pursuant to Section F(i) shall be made pro rata with other distributions made to other Membership Units as to which they rank pari passu based on the ratio of the amounts to be paid the Series E Company Preferred Units and such other Membership Units, as “Junior Partnership Units”)applicable, to the total amounts to be paid in respect of the Series E Company Preferred Units and such other Membership Units taken together on the Company Record Date.

Ranking. Any class or series of Partnership Units of the Partnership shall be deemed to rank: (a1) prior or senior to the Class Three G Partnership Preferred Units, as to the payment of distributions and as to the distribution distributions of assets upon liquidation, dissolution or winding up, if the holders of such class or series shall be entitled to the receipt of distributions and or of amounts distributable upon liquidation, dissolution or winding up, as the case may be, in preference or priority to the holders of Class Three G Partnership Preferred Units (the Partnership Units referred to in this paragraph being hereinafter referred to, collectively, as “"Senior Partnership Units”"); (b2) on a parity with the Class Three G Partnership Preferred Units, as to the payment of distributions and as to the distribution of assets upon liquidation, dissolution or winding up, whether or not the distribution rates, distribution payment dates or redemption or liquidation prices per unit or other denomination thereof be different from those of the Class Three G Partnership Preferred Units if (i) such class Class or series of Partnership Units shall be Class G B Preferred Partnership Preferred Units, Class One Partnership Preferred Units or Class Two Partnership Preferred Units or (ii) if the holders of such class or series of Partnership Units and the Class Three G Partnership Preferred Units shall be entitled to the receipt of distributions and of amounts distributable upon liquidation, dissolution or winding up in proportion to their respective amounts of accrued and unpaid distributions per unit or other denomination or liquidation preferences, without preference or priority one over the other (the Partnership Units referred to in clauses (i) and (ii) of this paragraph being hereinafter referred to, collectively, as “"Parity Partnership Units”"); and (c3) junior to the Class Three G Partnership Preferred Units, as to the payment of distributions and or as to the distribution of assets upon liquidation, dissolution or winding up, if (i) such class or series of Partnership Units shall be Partnership Common Units or Class I High Performance Partnership Units or (ii) if the holders of Class Three G Preferred Partnership Preferred Units shall be entitled to receipt of distributions or of amounts distributable upon liquidation, dissolution or winding up, as the case may be, in preference or priority to the holders of such class or series of Partnership Units (the Partnership Units referred to in clauses (i) and (ii) of this paragraph being hereinafter referred to, collectively, as “Junior Partnership Units”).receipt

Ranking. Any class or series of Partnership Units of the Partnership shall be deemed to rank: (a) prior or senior to the Class Three O Partnership Preferred Units, as to the payment of distributions and as to the distribution distributions of assets upon liquidation, dissolution or winding up, if the holders of such class or series shall be entitled to the receipt of distributions and of amounts distributable upon liquidation, dissolution or winding up, as the case may be, in preference or priority to the holders of Class Three O Partnership Preferred Units (the Partnership Units referred to in this paragraph being hereinafter referred to, collectively, as “"Senior Partnership Units”"); (b) on a parity with the Class Three O Partnership Preferred Units, as to the payment of distributions and as to the distribution of assets upon liquidation, dissolution or winding up, whether or not the distribution rates, distribution payment dates or redemption or liquidation prices per unit or other denomination thereof be different from those of the Class Three O Partnership Preferred Units if (i) such class or series of Partnership Units shall be Class B Partnership Preferred Units, Class C Partnership Preferred Units, Class D Partnership Preferred Units, Class G Partnership Preferred Units, Class H Partnership Preferred Units, Class I Partnership Preferred Units, Class J Partnership Preferred Units, Class K Partnership Preferred Units, Class L Partnership Preferred Units, Class M Partnership Preferred Units, Class N Partnership Preferred Units, Class One Partnership Preferred Units or Units, Class Two Partnership Preferred Units Units, Class Three Partnership Preferred Units, Class Four Partnership Preferred Units, or Class Six Partnership Preferred Units, or (ii) the holders of such class or series of Partnership Units and the Class Three O Partnership Preferred Units shall be entitled to the receipt of distributions and of amounts distributable upon liquidation, dissolution or winding up in proportion to their respective amounts of accrued and unpaid distributions per unit or other denomination or liquidation preferences, without preference or priority one over the other (the Partnership Units referred to in clauses (i) and (ii) of this paragraph being hereinafter referred to, collectively, as “"Parity Partnership Units”"); and (c) junior to the Class Three O Partnership Preferred Units, as to the payment of distributions and as to the distribution of assets upon liquidation, dissolution or winding up, if (i) such class or series of Partnership Units shall be Partnership Common Units or Units, Class I High Performance Partnership Units Units, or Class Five Partnership Preferred Units, or (ii) the holders of Class Three O Partnership Preferred Units shall be entitled to receipt of distributions or of amounts distributable upon liquidation, dissolution or winding up, as the case may be, in preference or priority to the holders of such class or series of Partnership Units (the Partnership Units referred to in clauses (i) and (ii) of this paragraph being hereinafter referred to, collectively, as “"Junior Partnership Units”").

Ranking. The Series C-2 Partnership Preferred Units shall with respect to distribution rights and rights on liquidation, dissolution and winding up of the affairs of the Partnership, rank pari passu to the Series A Partnership ---------- Preferred Units, the Series B Partnership Preferred Units, the Series C Partnership Preferred Units, the Series C-1 Partnership Preferred Units, the Series D Partnership Preferred Units and the Series D-1 Partnership Preferred Units. Each Series C-2 Partnership Preferred Unit shall be identical in all respects to each other Series C-2 Partnership Preferred Unit. Any class or series of Partnership Units of the Partnership or Investor Unit Rights shall be deemed to rank: (a) prior or senior to the Class Three Series C-2 Partnership Preferred Units, as to the payment of distributions and as to the distribution distributions of assets upon the liquidation, dissolution or and winding upup of the Partnership, if the holders of such class or series of Partnership Units or Investor Unit Rights, as the case may be, shall be entitled to the receipt of distributions and or of amounts distributable upon the liquidation, dissolution or and winding up, as up of the case may be, Partnership in preference or priority to the holders of Class Three Series C-2 Partnership Preferred Units (the Partnership Units referred to in this paragraph being hereinafter referred to, collectively, as “"Senior Partnership Units”"); (b) on a parity with the Class Three Series C-2 Partnership Preferred Units, as to the payment of distributions and as to the distribution of assets upon the liquidation, dissolution or and winding upup of the Partnership, whether or not the distribution rates, distribution payment dates or redemption or liquidation prices per unit or other denomination thereof shall be different from those of the Class Three Partnership Preferred Units if (i) such class or series of Partnership Units shall be Class G Series C-2 Partnership Preferred Units, Class One Partnership Preferred Units or Class Two Partnership Preferred Units or (ii) if the holders of such class or series of Partnership Units or Investor Unit Rights, as the case may be, and the Class Three Series C-2 Partnership Preferred Units shall be entitled to the receipt of distributions and of amounts distributable upon the liquidation, dissolution or and winding up of the Partnership in proportion to their respective amounts of accrued accumulated and unpaid distributions per unit or other denomination or liquidation preferences, without preference or priority one over the other (the Partnership Units referred to in clauses (i) and (ii) of this paragraph being hereinafter referred to, collectively, as “"Parity Partnership Units”"); and; (c) junior to the Class Three Series C-2 Partnership Preferred Units, as to the payment of distributions or as to the distribution of assets upon the liquidation, dissolution and winding up of the Partnership, if the holders of Series C-2 Partnership Preferred Units shall be entitled to receipt of distributions or of amounts distributable upon the liquidation, dissolution and winding up of the Partnership, in preference or priority to the holders of such class or series of Partnership Units or Investor Unit Rights ("Junior Units"); and (d) junior to the Series C-2 Partnership Preferred Units, as to the payment of distributions and as to the distribution of assets upon the liquidation, dissolution or and winding upup of the Partnership, if (i) such class or series of Partnership Units shall be is Partnership Common Units or Class I High Performance Partnership Units A Investor Unit Rights, as the case may be, or (ii) if the holders of Class Three Series C-2 Partnership Preferred Units shall be entitled to receipt of distributions or and of amounts distributable upon the liquidation, dissolution or and winding up, as up of the case may bePartnership, in preference or priority to the holders of such class or series of Partnership Units or Investor Unit Rights (the Partnership Units referred to in clauses (i) and (ii) of this paragraph being hereinafter referred to, collectively, as “"Fully Junior Partnership Units”").

Ranking. (i) Any class or series of Partnership Membership Units of the Partnership shall be deemed to rank: (a) prior or senior to the Class Three Partnership Series D Company Preferred Units, as to the payment of distributions and or as to the distribution of assets upon liquidation, dissolution or winding upup of CLNS or the Company, if the holders of such class or series of preferred units shall be entitled to the receipt of distributions and of amounts distributable upon liquidation, dissolution or winding up, as the case may be, in preference or priority to the holders of Class Three Partnership Preferred Units (the Partnership Units referred to in this paragraph being hereinafter referred to, collectively, as “Senior Partnership Units”); (b) on a parity with the Class Three Partnership Preferred Units, as to the payment of distributions and as to the distribution of assets upon liquidation, dissolution or winding up, whether or not the distribution rates, distribution payment dates or redemption or liquidation prices per unit or other denomination thereof be different from those of the Class Three Partnership Preferred Units if (i) such class or series of Partnership Units shall be Class G Partnership Preferred Units, Class One Partnership Preferred Units or Class Two Partnership Preferred Units or (ii) the holders of such class or series of Partnership Units and the Class Three Partnership Preferred Units shall be entitled to the receipt of distributions and of amounts distributable upon liquidation, dissolution or winding up in proportion to their respective amounts of accrued and unpaid distributions per unit or other denomination or liquidation preferences, without preference or priority one over the other (the Partnership Units referred to in clauses (i) and (ii) of this paragraph being hereinafter referred to, collectively, as “Parity Partnership Units”); and (c) junior to the Class Three Partnership Preferred Units, as to the payment of distributions and as to the distribution of assets upon liquidation, dissolution or winding up, if (i) such class or series of Partnership Units shall be Partnership Common Units or Class I High Performance Partnership Units or (ii) the holders of Class Three Partnership Preferred Units shall be entitled to receipt of distributions or of amounts distributable upon liquidation, dissolution or winding up, as the case may be, in preference or priority to the holders of Series D Company Preferred Units; (b) on a parity with the Series D Company Preferred Units, as to the payment of distributions or as to the distribution of assets upon liquidation, dissolution or winding up of CLNS or the Company, whether or not the distribution rates, distribution payment dates or redemption or liquidation prices per Membership Unit be different from those of the Series D Company Preferred Units, if the holders of such Membership Units of such class or series and the Series D Company Preferred Units shall be entitled to the receipt of distributions or of amounts distributable upon liquidation, dissolution or winding up, as the case may be, in proportion to their respective amounts of accrued and unpaid distributions per Membership Unit or liquidation preferences, without preference or priority one over the other; and (c) junior to the Series D Company Preferred Units, as to the payment of distributions or as to the distribution of assets upon liquidation, dissolution or winding up of CLNS or the Company, if such class or series of Partnership Membership Units (shall be Membership Common Units or if the Partnership holders of Series D Company Preferred Units, shall be entitled to receipt of distribution or of amounts distributable upon liquidation, dissolution or winding up, as the case may be, in preference or priority to the holders of Membership Units referred to in clauses (i) and of such class or series. (ii) As of this paragraph being hereinafter referred tothe date hereof, collectively2,466,689 issued and outstanding Series A Company Preferred Units, 13,998,905 issued and outstanding Series B Company Preferred Units, 5,000,000 issued and outstanding Series C Company Preferred Units, 10,000,000 issued and outstanding Series E Company Preferred Units, 10,400,000 authorized Series F Company Preferred Units, 3,450,000 authorized Series G Company Preferred Units and 11,500,000 authorized Series H Company Preferred Units are Parity Preferred Units with respect to the Series D Company Preferred Units. (iii) The holders of Series D Company Preferred Units shall be entitled to the receipt of distributions and of amounts distributable upon liquidation, dissolution or winding up in proportion to their respective amounts of accumulated and unpaid distributions per Membership Unit or liquidation preference, without preference or priority one over the other, except that: (a) the Series D Company Preferred Units shall be Company Preferred Units and shall receive distributions on a basis pari passu with other Company Preferred Units, if any, receiving distributions pursuant to Section 5.1 of the Agreement; and (b) Distributions made pursuant to Section F(i) shall be made pro rata with other distributions made to other Membership Units as to which they rank pari passu based on the ratio of the amounts to be paid the Series D Company Preferred Units and such other Membership Units, as “Junior Partnership Units”)applicable, to the total amounts to be paid in respect of the Series D Company Preferred Units and such other Membership Units taken together on the Company Record Date.

Ranking. Any class or series of Partnership Units of the Partnership shall be deemed to rank: (a) prior or senior to the Class Three Eleven Partnership Preferred Units, as to the payment of distributions and as to the distribution distributions of assets upon liquidation, dissolution or winding up, if (i) such class or series of Partnership Units shall be Class B Partnership Preferred Units, Class C Partnership Preferred Units, Class D Partnership Preferred Units, Class G Partnership Preferred Units, Class H Partnership Preferred Units, Class I Partnership Preferred Units, Class J Partnership Preferred Units, Class K Partnership Preferred Units, Class L Partnership Preferred Units, Class M Partnership Preferred Units, Class N Partnership Preferred Units, Class O Partnership Preferred Units, Class P Partnership Preferred Units, Class Q Partnership Preferred Units, Class R Partnership Preferred Units, Class One Partnership Preferred Units, Class Two Partnership Preferred Units, Class Three Partnership Preferred Units, Class Four Partnership Preferred Units, Class Six Partnership Preferred Units, Class Seven Partnership Preferred Units, or Class Nine Partnership Preferred Units, or (ii) the holders of such class or series shall be entitled to the receipt of distributions and of amounts distributable upon liquidation, dissolution or winding up, as the case may be, in preference or priority to the holders of Class Three Eleven Partnership Preferred Units (the Partnership Units referred to in clauses (i) and (ii) of this paragraph being hereinafter referred to, collectively, as “"Senior Partnership Units”"); (b) on a parity with the Class Three Eleven Partnership Preferred Units, as to the payment of distributions and as to the distribution of assets upon liquidation, dissolution or winding up, whether or not the distribution rates, distribution payment dates or redemption or liquidation prices per unit or other denomination thereof be different from those of the Class Three Eleven Partnership Preferred Units if (i) such class or series of Partnership Units shall be Partnership Common Units, Class G I High Performance Partnership Units, Class II High Performance Partnership Units, Class III High Performance Partnership Units, Class IV High Performance Partnership Units, Class V High Performance Partnership Units, Class Five Partnership Preferred Units, Class One Eight Partnership Preferred Units or Class Two Ten Partnership Preferred Units Units, or (ii) the holders of such class or series of Partnership Units and the Class Three Eleven Partnership Preferred Units shall be entitled to the receipt of distributions and of amounts distributable upon liquidation, dissolution or winding up in proportion to their respective amounts of accrued and unpaid distributions per unit or other denomination or liquidation preferences, without preference or priority one over the other (the Partnership Units referred to in clauses (i) and (ii) of this paragraph being hereinafter referred to, collectively, as “"Parity Partnership Units”"); and (c) junior to the Class Three Eleven Partnership Preferred Units, as to the payment of distributions and as to the distribution of assets upon liquidation, dissolution or winding up, if (i) such class or series of Partnership Units shall be Partnership Common Units or Class I High Performance Partnership Units or (ii) the holders of Class Three Eleven Partnership Preferred Units shall be entitled to receipt of distributions or of amounts distributable upon liquidation, dissolution or winding up, as the case may be, in preference or priority to the holders of such class or series of Partnership Units (the Partnership Units referred to in clauses (i) and (ii) of this paragraph being hereinafter referred to, collectively, as “"Junior Partnership Units”").

Ranking. Any class or series of Partnership OP Units of the Partnership shall be deemed to rank: (a) prior or senior to the Class Three Partnership A OP Preferred Units, as to the payment of distributions and or as to the distribution distributions of assets upon liquidation, dissolution or winding up, as the case may be, if the holders of such class or series shall be entitled to the receipt of distributions and or of amounts distributable upon liquidation, dissolution or winding up, as the case may be, in preference or priority to the holders of Class Three Partnership A OP Preferred Units (the Partnership Units referred to in this paragraph being hereinafter referred to, collectively, as “"Senior Partnership OP Units”"); (bi) on a parity with the Class Three Partnership A OP Preferred Units, as to the payment of distributions and as to the distribution of assets upon liquidation, dissolution or winding up, whether or not the distribution rates, distribution payment dates or redemption or liquidation prices per unit or other denomination thereof be different from those of the Class Three Partnership A OP Preferred Units if (i) such class or series of Partnership OP Units shall be Class G Partnership Preferred Units, Class One Partnership B-1 OP Preferred Units or Class Two Partnership D OP Preferred Units or Units, and (ii) on a parity with the Class A OP Preferred Units, as to the payment of distributions or as to the distribution of assets upon liquidation, dissolution or winding up, as the case may be, whether or not the distribution rates, distribution payment dates or redemption or liquidation prices per unit or other denomination thereof be different from those of the Class A OP Preferred Units, if the holders of such class or series of Partnership OP Units and the Class Three Partnership A OP Preferred Units shall be entitled to the receipt of distributions and or of amounts distributable upon liquidation, dissolution or winding up up, as the case may be, in proportion to their respective amounts of accrued and unpaid distributions per unit Unit or other denomination or liquidation preferences, without preference or priority one over the other (the Partnership OP Units referred to in clauses (i) and (ii) of this paragraph being hereinafter referred to, collectively, as “"Parity Partnership OP Units”"); and (ci) junior to the Class Three Partnership A OP Preferred Units, as to the payment of distributions and as to the distribution of assets upon liquidation, dissolution or winding up, if (i) such class or series of Partnership OP Units shall be Partnership OP Common Units or Class I High Performance Partnership Units or and (ii) junior to the holders Class A OP Preferred Units, as to the payment of distributions or as to the distribution of assets upon liquidation, dissolution or winding up, as the case may be, the General Partner as holder of Class Three Partnership A OP Preferred Units shall be entitled to receipt of distributions or of amounts distributable upon liquidation, dissolution or winding up, as the case may be, in preference or priority to the holders of such class or series of Partnership OP Units (the Partnership OP Units referred to in clauses (i) and (ii) of this paragraph being hereinafter referred to, collectively, as “"Junior Partnership OP Units”").

Ranking. Any class or series of Partnership Units of the Partnership shall be deemed to rank: (a) prior or senior to the Class Three Thirteen Partnership Preferred Units, as to the payment of distributions and as to the distribution distributions of assets upon liquidation, dissolution or winding up, if (i) such class or series of Partnership Units shall be Class B Partnership Preferred Units, Class C Partnership Preferred Units, Class D Partnership Preferred Units, Class G Partnership Preferred Units, Class H Partnership Preferred Units, Class I Partnership Preferred Units, Class J Partnership Preferred Units, Class K Partnership Preferred Units, Class L Partnership Preferred Units, Class M Partnership Preferred Units, Class N Partnership Preferred Units, Class O Partnership Preferred Units, Class P Partnership Preferred Units, Class Q Partnership Preferred Units, Class R Partnership Preferred Units, Class S Partnership Preferred Units, Class T Partnership Preferred Units, Class U Partnership Preferred Units, Class V Partnership Preferred Units, Class W Partnership Preferred Units, Class X Partnership Preferred Units, Class Y Partnership Preferred Units, Class One Partnership Preferred Units, Class Two Partnership Preferred Units, Class Three Partnership Preferred Units, Class Four Partnership Preferred Units, Class Six Partnership Preferred Units, Class Seven Partnership Preferred Units, or Class Nine Partnership Preferred Units, or (ii) the holders of such class or series shall be entitled to the receipt of distributions and of amounts distributable upon liquidation, dissolution or winding up, as the case may be, in preference or priority to the holders of Class Three Thirteen Partnership Preferred Units (the Partnership Units referred to in clauses (i) and (ii) of this paragraph being hereinafter referred to, collectively, as “Senior Partnership Units”); (b) on a parity with the Class Three Thirteen Partnership Preferred Units, as to the payment of distributions and as to the distribution of assets upon liquidation, dissolution or winding up, whether or not the distribution rates, distribution payment dates or redemption or liquidation prices per unit or other denomination thereof be different from those of the Class Three Thirteen Partnership Preferred Units if (i) such class or series of Partnership Units shall be Partnership Common Units, Class G I High Performance Partnership Units, Class II High Performance Partnership Units, Class III High Performance Partnership Units, Class IV High Performance Partnership Units, Class V High Performance Partnership Units, Class VI High Performance Partnership Units, Class VII High Performance Partnership Units, Class Five Partnership Preferred Units, Class One Eight Partnership Preferred Units, Class Ten Partnership Preferred Units, Class Eleven Partnership Preferred Units or Class Two Twelve Partnership Preferred Units Units, or (ii) the holders of such class or series of Partnership Units and the Class Three Thirteen Partnership Preferred Units shall be entitled to the receipt of distributions and of amounts distributable upon liquidation, dissolution or winding up in proportion to their respective amounts of accrued and unpaid distributions per unit or other denomination or liquidation preferences, without preference or priority one over the other (the Partnership Units referred to in clauses (i) and (ii) of this paragraph being hereinafter referred to, collectively, as “Parity Partnership Units”); and (c) junior to the Class Three Thirteen Partnership Preferred Units, as to the payment of distributions and as to the distribution of assets upon liquidation, dissolution or winding up, if (i) such class or series of Partnership Units shall be Partnership Common Units or Class I High Performance Partnership Units or (ii) the holders of Class Three Thirteen Partnership Preferred Units shall be entitled to receipt of distributions or of amounts distributable upon liquidation, dissolution or winding up, as the case may be, in preference or priority to the holders of such class or series of Partnership Units (the Partnership Units referred to in clauses (i) and (ii) of this paragraph being hereinafter referred to, collectively, as “Junior Partnership Units”).

Ranking. Any class or series of Partnership Units of the Partnership shall be deemed to rank: (a) prior or senior to the Class Three [●] Partnership Preferred Units, as to the payment of distributions and as to the distribution of assets upon liquidation, dissolution or winding up, if the holders of such class or series shall be entitled to the receipt of distributions and of amounts distributable upon liquidation, dissolution or winding up, as the case may be, in preference or priority to the holders of Class Three [●] Partnership Preferred Units (the Partnership Units referred to in this paragraph partnership units being hereinafter referred to, collectively, as “Senior Partnership Units”); (b) on a parity with the Class Three [●] Partnership Preferred Units, as to the payment of distributions and as to the distribution of assets upon liquidation, dissolution or winding up, whether or not the distribution rates, distribution payment dates or redemption or liquidation prices per unit or other denomination thereof be different from those of the Class Three Partnership Preferred Units if (i) such class or series of Partnership Units shall be Class G [●] Partnership Preferred Units, Class One Partnership Preferred Units or Class Two Partnership Preferred Units or (ii) if the holders of such class or series of Partnership Units partnership units and the Class Three [●] Partnership Preferred Units shall be entitled to the receipt of distributions and of amounts distributable upon liquidation, dissolution or winding up in proportion to their respective amounts of accumulated, accrued and unpaid distributions per unit or other denomination or liquidation preferences, without preference or priority of one over the other (the Partnership Units partnership units referred to in clauses (i) and (ii) of this paragraph being hereinafter referred to, collectively, as “Parity Partnership Units”); and (c) junior to the Class Three [●] Partnership Preferred Units, as to the payment of distributions and as to the distribution of assets upon liquidation, dissolution or winding up, if (i) such class or series of Partnership Units partnership units shall be Partnership Common Units or Class I High Performance Partnership Units or (ii) the holders of Class Three [●] Partnership Preferred Units shall be entitled to receipt of distributions or of amounts distributable upon liquidation, dissolution or winding up, as the case may be, in preference or priority to the holders of such class or series of Partnership Units, and such class or series shall not, in either case, rank prior to the Class [●] Partnership Preferred Units (the Partnership Units partnership units referred to in clauses (i) and (ii) of this paragraph being hereinafter referred to, collectively, as “Junior Partnership Units”).

Ranking. Any class or series of Partnership Units of the Partnership shall be deemed to rank: (a) prior or senior to the Class Three Partnership Preferred Units, as to the payment of distributions and as to the distribution of assets upon liquidation, dissolution or winding up, if the holders of such class or series shall be entitled to the receipt of distributions and of amounts distributable upon liquidation, dissolution or winding up, as the case may be, in preference or priority to the holders of Class Three Partnership Preferred Units (the Partnership Units referred to in this paragraph being hereinafter referred to, collectively, as “"Senior Partnership Partner ship Units”"); (b) on a parity with the Class Three Partnership Preferred Units, as to the payment of distributions and as to the distribution of assets upon liquidation, dissolution or winding up, whether or not the distribution rates, distribution payment dates or redemption or liquidation prices per unit or other denomination thereof be different from those of the Class Three Partnership Preferred Units if (i) such class or series of Partnership Units shall be Class B Partnership Preferred Units, Class C Partnership Preferred Units, Class D Partnership Preferred Units, Class G Partnership Preferred Units, Class H Partnership Preferred Units, Class I Partnership Preferred Units, Class J Partnership Preferred Units, Class K Partnership Preferred Units, Class L Partnership Preferred Units, Class M Partnership Preferred Units, Class N Partnership Preferred Units, Class O Partnership Preferred Units, Class One Partnership Preferred Units, Class Two Partnership Preferred Units, Class Four Partnership Preferred Units or Class Two Six Partnership Preferred Units or (ii) the holders of such class or series of Partnership Units and the Class Three Partnership Preferred Units shall be entitled to the receipt of distributions and of amounts distributable upon liquidation, dissolution or winding up in proportion to their respective amounts of accrued and unpaid distributions per unit or other denomination or liquidation preferences, without preference or priority one over the other (the Partnership Units referred to in clauses (i) and (ii) of this paragraph being hereinafter referred to, collectively, as “"Parity Partnership Partner ship Units”"); and (c) junior to the Class Three Partnership Preferred Units, as to the payment of distributions and as to the distribution of assets upon liquidation, dissolution or winding up, if (i) such class or series of Partnership Units shall be Partnership Common Units or Units, Class I High Performance Partnership Units or Class Five Partnership Preferred Units or (ii) the holders of Class Three Partnership Preferred Units shall be entitled to receipt of distributions or of amounts distributable upon liquidation, dissolution or winding up, as the case may be, in preference or priority to the holders of such class or series of Partnership Units (the Partnership Units referred to in clauses (i) and (ii) of this paragraph being hereinafter referred to, collectively, as “"Junior Partnership Units”").

Ranking. Any class or series of Partnership Units of the Partnership shall be deemed to rank: (a) a. prior or senior to the Class Three Partnership Preferred Units, as to the payment of distributions and as to the distribution of assets upon liquidation, dissolution or winding up, if the holders of such class or series shall be entitled to the receipt of distributions and of amounts distributable upon liquidation, dissolution or winding up, as the case may be, in preference or priority to the holders of Class Three Partnership Preferred Units (the Partnership Units referred to in this paragraph partnership units being hereinafter referred to, collectively, as “"Senior Partnership Units”"); (b) b. on a parity with the Class Three Partnership Preferred Units, as to the payment of distributions and as to the distribution of assets upon liquidation, dissolution or winding up, whether or not the distribution rates, distribution payment dates or redemption or liquidation prices per unit or other denomination thereof be different from those of the Class Three Partnership Preferred Units if (i) if such class or series of Partnership Units partnership units shall be Class B Partnership Preferred Units, Class C Partnership Preferred Units, Class D Partnership Preferred Units, Class G Partnership Preferred Units, Class One H Partnership Preferred Units, Class J Partnership Preferred Units or Class Two One Partnership Preferred Units or (ii) if the holders of such class or series of Partnership Units partnership units and the Class Three Partnership Preferred Units shall be entitled to the receipt of distributions and of amounts distributable upon liquidation, dissolution or winding up in proportion to their respective amounts of accrued and unpaid distributions per unit or other denomination or liquidation preferences, without preference or priority one over the other (the Partnership Units partnership units referred to in clauses (i) and (ii) of this paragraph being hereinafter referred to, collectively, as “"Parity Partnership Units”"); and (c) c. junior to the Class Three Partnership Preferred Units, as to the payment of distributions and as to the distribution of assets upon liquidation, dissolution or winding up, if (i) if such class or series of Partnership Units partnership units shall be Partnership Common Units or Class I High Performance Partnership Units or (ii) if the holders of Class Three Partnership Preferred Units shall be entitled to receipt of distributions or of amounts distributable upon liquidation, dissolution or winding up, as the case may be, in preference or priority to the holders of such class or series of Partnership Units (the Partnership Units partnership units referred to in clauses (i) and (ii) of this paragraph being hereinafter referred to, collectively, as “"Junior Partnership Units”").

Ranking. Any class or series of Partnership Units of the Partnership shall be deemed to rank: (a) prior or senior to the Class Three R Partnership Preferred Units, as to the payment of distributions and as to the distribution distributions of assets upon liquidation, dissolution or winding up, if the holders of such class or series shall be entitled to the receipt of distributions and of amounts distributable upon liquidation, dissolution or winding up, as the case may be, in preference or priority to the holders of Class Three R Partnership Preferred Units (the Partnership Units referred to in this paragraph being hereinafter referred to, collectively, as “"Senior Partnership Units”"); (b) on a parity with the Class Three R Partnership Preferred Units, as to the payment of distributions and as to the distribution of assets upon liquidation, dissolution or winding up, whether or not the distribution rates, distribution payment dates or redemption or liquidation prices per unit or other denomination thereof be different from those of the Class Three R Partnership Preferred Units if (i) such class or series of Partnership Units shall be Class B Partnership Preferred Units, Class C Partnership Preferred Units, Class D Partnership Preferred Units, Class G Partner ship Preferred Units, Class H Partnership Preferred Units, Class I Partnership Preferred Units, Class J Partnership Preferred Units, Class K Partnership Preferred Units, Class L Partnership Preferred Units, Class M Partnership Preferred Units, Class N Partnership Preferred Units, Class O Partnership Preferred Units, Class P Partnership Preferred Units, Class Q Partnership Preferred Units, Class One Partnership Partner ship Preferred Units or Units, Class Two Partnership Preferred Units Units, Class Three Partnership Preferred Units, Class Four Partnership Preferred Units, Class Six Partnership Preferred Units, Class Seven Partnership Preferred Units, or Class Nine Partnership Preferred Units, or (ii) the holders of such class or series of Partnership Units and the Class Three R Partnership Preferred Units shall be entitled to the receipt of distributions and of amounts distributable upon liquidation, dissolution or winding up in proportion to their respective amounts of accrued and unpaid distributions per unit or other denomination or liquidation preferences, without preference or priority one over the other (the Partnership Units referred to in clauses (i) and (ii) of this paragraph being hereinafter referred to, collectively, as “"Parity Partnership Units”"); and (c) junior to the Class Three R Partnership Preferred Units, as to the payment of distributions and as to the distribution of assets upon liquidation, dissolution or winding up, if (i) such class or series of Partnership Units shall be Partnership Common Units or Units, Class I High Performance Partnership Units Units, Class Five Partnership Preferred Units, or Class Eight Partnership Preferred Units, or (ii) the holders of Class Three R Partnership Preferred Units shall be entitled to receipt of distributions 8 or of amounts distributable upon liquidation, dissolution or winding up, as the case may be, in preference or priority to the holders of such class or series of Partnership Units (the Partnership Units referred to in clauses (i) and (ii) of this paragraph being hereinafter referred to, collectively, as “"Junior Partnership Units”").

Ranking. (i) Any class or series of Partnership Units of the Partnership shall be deemed to rank: (a) prior or senior to the Class Three Partnership C Preferred Units, as to the payment of distributions and as to the distribution of assets upon liquidation, dissolution or winding upup of the General Partner or the Partnership, if the holders of such class or series of Preferred Units shall be entitled to the receipt of distributions and or of amounts distributable upon liquidation, dissolution or winding up, as the case may be, in preference or priority to the holders of Class Three Partnership C Preferred Units (the Partnership Units referred to in this paragraph being hereinafter referred to, collectively, as “Senior Partnership Units”); (b) on a parity with the Class Three Partnership C Preferred Units, as to the payment of distributions and as to the distribution of assets upon liquidation, dissolution or winding upup of the General Partner or the Partnership, whether or not the distribution rates, distribution payment dates or redemption or liquidation prices per unit or other denomination thereof Partnership Unit be different from those of the Class Three Partnership Preferred Units if (i) such class or series of Partnership Units shall be Class G Partnership C Preferred Units, Class One Partnership Preferred Units or Class Two Partnership Preferred Units or (ii) if the holders of such Partnership Units of such class or series of Partnership Units and the Class Three Partnership C Preferred Units shall be entitled to the receipt of distributions and of amounts distributable upon liquidation, dissolution or winding up in proportion to their respective amounts of accrued and unpaid distributions per unit or other denomination Partnership Unit or liquidation preferences, without preference or priority one over the other (the Partnership Units referred to in clauses (i) and (ii) of this paragraph being hereinafter referred to, collectively, as “Parity Partnership Units”); and (c) junior to the Class Three Partnership C Preferred Units, as to the payment of distributions and or as to the distribution of assets upon liquidation, dissolution or winding upup of the General Partner or the Partnership, if (i) such class or series of Partnership Units shall be Partnership Common Class A Units, Class B Units, LTIP Units or Class I High Performance Partnership Units or (ii) if the holders of Class Three Partnership C Preferred Units Units, shall be entitled to receipt of distributions distribution or of amounts distributable upon liquidation, dissolution or winding up, as the case may be, in preference or priority to the holders of Partnership Units of such class or series of Partnership Units (the Partnership Units referred to in clauses (i) and (ii) of this paragraph being hereinafter referred to, collectively, as “Junior Partnership Units”). (ii) As of the date hereof, there are no Senior Units or Parity Units issued and outstanding.

Ranking. Any class or series of Partnership Units of the Partnership shall be deemed to rank: (a) prior or senior to the Class Three Series C Partnership Preferred Units, as to the payment of distributions and as to the distribution distributions of assets upon liquidation, dissolution or winding up, if the holders of such class or series shall be entitled to the receipt of distributions and of amounts distributable upon liquidation, dissolution or winding up, as the case may be, in preference or priority to the holders of Class Three Series C Partnership Preferred Units (the Partnership Units referred to in this paragraph being hereinafter referred to, collectively, as “Senior Partnership Units”); (b) on a parity with the Class Three Series C Partnership Preferred Units, as to the payment of distributions and as to the distribution of assets upon liquidation, dissolution or winding up, whether or not the distribution rates, distribution payment dates or redemption or liquidation prices per unit or other denomination thereof be different from those of the Class Three Series C Partnership Preferred Units if (i) such class or series of Partnership Units shall be Class G Partnership Preferred Units, Class One Partnership Preferred Units or Class Two Partnership Preferred Units or (ii) the holders of such class or series of Partnership Units and the Class Three Series C Partnership Preferred Units shall be entitled to the receipt of distributions and of amounts distributable upon liquidation, dissolution or winding up in proportion to their respective amounts of accrued and unpaid distributions per unit or other denomination or liquidation preferences, without preference or priority one over the other (the Partnership Units referred to in clauses (i) and (ii) of this paragraph being hereinafter referred to, collectively, to as “Parity Partnership Units”); , and (c) junior to the Class Three Series C Partnership Preferred Units, as to the payment of distributions and as to the distribution of assets upon liquidation, dissolution or winding up, if (i) such class or series of Partnership Units shall be Partnership Common Units or Class I High Performance Partnership Units or (ii) the holders of Class Three Series C Partnership Preferred Units shall be entitled to receipt of distributions or of amounts distributable upon \ liquidation, dissolution or winding up, as the case may be, in preference or priority to the holders of such class or series of Partnership Units (the Partnership Units referred to in clauses (i) and (ii) of this paragraph being hereinafter referred to, collectively, as “Junior Partnership Units”). The Series B Partnership Preferred Units are Parity Partnership Units and the Series A Partnership Preferred Units are Junior Partnership Units.

Ranking. Any class or series of Partnership Units of the Partnership shall be deemed to rank: (a) prior or senior to the Class Three P Partnership Preferred Units, as to the payment of distributions and as to the distribution distributions of assets upon liquidation, dissolution or winding up, if the holders of such class or series shall be entitled to the receipt of distributions and of amounts distributable upon liquidation, dissolution or winding up, as the case may be, in preference or priority to the holders of Class Three P Partnership Preferred Units (the Partnership Units referred to in this paragraph being hereinafter referred to, collectively, as “"Senior Partnership Units”"); (b) on a parity with the Class Three P Partnership Preferred Units, as to the payment of distributions and as to the distribution of assets upon liquidation, dissolution or winding up, whether or not the distribution rates, distribution payment dates or redemption or liquidation prices per unit or other denomination thereof be different from those of the Class Three P Partnership Preferred Units if (i) such class or series of Partnership Units shall be Class B Partnership Preferred Units, Class C Partnership Preferred Units, Class D Partnership Preferred Units, Class G Partnership Preferred Units, Class H Partnership Preferred Units, Class I Partnership Preferred Units, Class J Partnership Preferred Units, Class K Partnership Preferred Units, Class L Partnership Preferred Units, Class M Partnership Preferred Units, Class N Partnership Preferred Units, Class O Partnership Preferred Units, Class One Partnership Preferred Units or Units, Class Two Partnership Preferred Units, Class Three Partnership Preferred Units, Class Four Partnership Preferred Units, Class Six Partnership Preferred Units or Class Seven Partnership Preferred Units, or (ii) the holders of such class or series of Partnership Units and the Class Three P Partnership Preferred Units shall be entitled to the receipt of distributions and of amounts distributable upon liquidation, dissolution or winding up in proportion to their respective amounts of accrued and unpaid distributions per unit or other denomination or liquidation preferences, without preference or priority one over the other (the Partnership Units referred to in clauses (i) and (ii) of this paragraph being hereinafter referred to, collectively, as “"Parity Partnership Units”"); and (c) junior to the Class Three P Partnership Preferred Units, as to the payment of distributions and as to the distribution of assets upon liquidation, dissolution or winding up, if (i) such class or series of Partnership Units shall be Partnership Common Units or Units, Class I High Performance Partnership Units, Class Five Partnership Preferred Units or Class Eight Partnership Preferred Units, or (ii) the holders of Class Three P Partnership Preferred Units shall be entitled to receipt of distributions or of amounts distributable upon liquidation, dissolution or winding up, as the case may be, in preference or priority to the holders of such class or series of Partnership Units (the Partnership Units referred to in clauses (i) and (ii) of this paragraph being hereinafter referred to, collectively, as “"Junior Partnership Units”").

Ranking. Any class or series of Partnership Units of the Partnership shall be deemed to rank: (a) prior or senior to the Class Three Two Partnership Preferred Units, as to the payment of distributions and as to the distribution of assets upon liquidation, dissolution or winding up, if the holders of such class or series shall be entitled to the receipt of distributions and of amounts distributable upon liquidation, dissolution or winding up, as the case may be, in preference or priority to the holders of Class Three Two Partnership Preferred Units (the Partnership Units referred to in this paragraph being hereinafter referred to, collectively, as “Senior Partnership Units”); (b) on a parity with the Class Three Two Partnership Preferred Units, as to the payment of distributions and as to the distribution of assets upon liquidation, dissolution or winding up, whether or not the distribution rates, distribution payment dates or redemption or liquidation prices per unit or other denomination thereof be different from those of the Class Three Two Partnership Preferred Units if (i) such class or series of Partnership Units shall be Class G Partnership Preferred Units, Class One Partnership Preferred Units or Class Two One Partnership Preferred Units or (ii) the holders of such class or series of Partnership Units and the Class Three Two Partnership Preferred Units shall be entitled to the receipt of distributions and of amounts distributable upon liquidation, dissolution or winding up in proportion to their respective amounts of accrued and unpaid distributions per unit or other denomination or liquidation preferences, without preference or priority one over the other (the Partnership Units referred to in clauses (i) and (ii) of this paragraph being hereinafter referred to, collectively, as “Parity Partnership Units”); and (c) junior to the Class Three Two Partnership Preferred Units, as to the payment of distributions and as to the distribution of assets upon liquidation, dissolution or winding up, if (i) such class or series of Partnership Units shall be Partnership Common Units or Class I High Performance Partnership Units or (ii) the t he holders of Class Three Two Partnership Preferred Units shall be entitled to receipt of distributions or of amounts distributable upon liquidation, dissolution or winding up, as the case may be, in preference or priority to the holders of such class or series of Partnership Units (the Partnership Units referred to in clauses (i) and (ii) of this paragraph being hereinafter referred to, collectively, as “Junior Partnership Units”).

Ranking. Any class or series of Partnership Units of the Partnership shall be deemed to rank: (a) prior or senior to the Class Three S Partnership Preferred Units, as to the payment of distributions and as to the distribution distributions of assets upon liquidation, dissolution or winding up, if the holders of such class or series shall be entitled to the receipt of distributions and of amounts distributable upon liquidation, dissolution or winding up, as the case may be, in preference or priority to the holders of Class Three S Partnership Preferred Units (the Partnership Units referred to in this paragraph being hereinafter referred to, collectively, as “"Senior Partnership Units”"); (b) on a parity with the Class Three S Partnership Preferred Units, as to the payment of distributions and as to the distribution of assets upon liquidation, dissolution or winding up, whether or not the distribution rates, distribution payment dates or redemption or liquidation prices per unit or other denomination thereof be different from those of the Class Three S Partnership Preferred Units if (i) such class or series of Partnership Units shall be Class B Partnership Preferred Units, Class C Partnership Preferred Units, Class D Partnership Preferred Units, Class G Partnership Preferred Units, Class H Partnership Preferred Units, Class I Partnership Preferred Units, Class J Partnership Preferred Units, Class K Partnership Preferred Units, Class L Partnership Preferred Units, Class M Partnership Preferred Units, Class N Partnership Preferred Units, Class O Partnership Preferred Units, Class P Partnership Preferred Units, Class Q Partnership Preferred Units, Class R Partnership Preferred Units, Class One Partnership Preferred Units or Units, Class Two Partnership Preferred Units Units, Class Three Partnership Preferred Units, Class Four Partnership Preferred Units, Class Six Partnership Preferred Units, Class Seven Partnership Preferred Units, or Class Nine Partnership Preferred Units, or (ii) the holders of such class or series of Partnership Units and the Class Three S Partnership Preferred Units shall be entitled to the receipt of distributions and of amounts distributable upon liquidation, dissolution or winding up in proportion to their respective amounts of accrued and unpaid distributions per unit or other denomination or liquidation preferences, without preference or priority one over the other (the Partnership Units referred to in clauses (i) and (ii) of this paragraph being hereinafter referred to, collectively, as “"Parity Partnership Units”"); and (c) junior to the Class Three S Partnership Preferred Units, as to the payment of distributions and as to the distribution of assets upon liquidation, dissolution or winding up, if (i) such class or series of Partnership Units shall be Partnership Common Units or Units, Class I High Performance Partnership Units, Class II High Performance Partnership Units, Class III High Performance Partnership Units, Class IV High Performance Partnership Units, Class V High Performance Partnership Units, Class VI High Performance Partnership Units, Class Five Partnership Preferred Units, Class Eight Partnership Preferred Units or Class Eleven Partnership Preferred Units, or (ii) the holders of Class Three S Partnership Preferred Units shall be entitled to receipt of distributions or of amounts distributable upon liquidation, dissolution or winding up, as the case may be, in preference or priority to the holders of such class or series of Partnership Units (the Partnership Units referred to in clauses (i) and (ii) of this paragraph being hereinafter referred to, collectively, as “"Junior Partnership Units”").

Ranking. Any class or series of Partnership Units of the Partnership shall be deemed to rank: (a) prior or senior to the Class Three M Partnership Preferred Units, as to the payment of distributions and as to the distribution distributions of assets upon liquidation, dissolution or winding up, if the holders of such class or series shall be entitled to the receipt of distributions and of amounts distributable upon liquidation, dissolution or winding up, as the case may be, in preference or priority to the holders of Class Three M Partnership Preferred Units (the Partnership Units referred to in this paragraph being hereinafter referred to, collectively, as “"Senior Partnership Units”"); (b) on a parity with the Class Three M Partnership Preferred Units, as to the payment of distributions and as to the distribution of assets upon liquidation, dissolution or winding up, whether or not the distribution rates, distribution payment dates or redemption or liquidation prices per unit or other denomination thereof be different from those of the Class Three M Partnership Preferred Units if (i) such class or series of Partnership Units shall be Class B Partnership Preferred Units, Class C Partnership Preferred Units, Class D Partnership Preferred Units, Class G Partnership Preferred Units, Class H Partnership Preferred Units, Class I Partnership Preferred Units, Class J Partnership Preferred Units, Class K Partnership Preferred Units, Class L Partnership Preferred Units, Class One Partnership Preferred Units Units, or Class Two Partnership Preferred Units or (ii) the holders of such class or series of Partnership Units and the Class Three M Partnership Preferred Units shall be entitled to the receipt of distributions and of amounts distributable upon liquidation, dissolution or winding up in proportion to their respective amounts of accrued and unpaid distributions per unit or other denomination or liquidation preferences, without preference or priority one over the other (the Partnership Units referred to in clauses (i) and (ii) of this paragraph being hereinafter referred to, collectively, as “"Parity Partnership Units”"); and (c) junior to the Class Three M Partnership Preferred Units, as to the payment of distributions and as to the distribution of assets upon liquidation, dissolution or winding up, if (i) such class or series of Partnership Units shall be Partnership Common Units or Class I High Performance Partnership Units or (ii) the holders of Class Three M Partnership Preferred Units shall be entitled to receipt of distributions or of amounts distributable upon liquidation, dissolution or winding up, as the case may be, in preference or priority to the holders of such class or series of Partnership Units (the Partnership Units referred to in clauses (i) and (ii) of this paragraph being hereinafter referred to, collectively, as “"Junior Partnership Units”").

Ranking. The Series D Partnership Preferred Units shall with respect to distribution rights and rights on liquidation, dissolution and winding up of the affairs of the Partnership, rank pari passu to the Series A Partnership ---------- Preferred Units and the Series B Partnership Preferred Units and the Series C Partnership Preferred Units. Each Series D Partnership Preferred Unit shall be identical in all respects to each other Series D Partnership Preferred Unit. Any class or series of Partnership Units of the Partnership or Investor Unit Rights shall be deemed to rank: (a) prior or senior to the Class Three Series D Partnership Preferred Units, as to the payment of distributions and as to the distribution distributions of assets upon the liquidation, dissolution or and winding upup of the Partnership, if the holders of such class or series of Partnership Units or Investor Unit Rights, as the case may be, shall be entitled to the receipt of distributions and or of amounts distributable upon the liquidation, dissolution or and winding up, as up of the case may be, Partnership in preference or priority to the holders of Class Three Series D Partnership Preferred Units (the Partnership Units referred to in this paragraph being hereinafter referred to, collectively, as “"Senior Partnership Units”"); (b) on a parity with the Class Three Series D Partnership Preferred Units, as to the payment of distributions and as to the distribution of assets upon the liquidation, dissolution or and winding upup of the Partnership, whether or not the distribution rates, distribution payment dates or redemption or liquidation prices per unit or other denomination thereof shall be different from those of the Class Three Partnership Preferred Units if (i) such class or series of Partnership Units shall be Class G Series D Partnership Preferred Units, Class One Partnership Preferred Units or Class Two Partnership Preferred Units or (ii) if the holders of such class or series of Partnership Units or Investor Unit Rights, as the case may be, and the Class Three Series D Partnership Preferred Units shall be entitled to the receipt of distributions and of amounts distributable upon the liquidation, dissolution or and winding up of the Partnership in proportion to their respective amounts of accrued accumulated and unpaid distributions per unit or other denomination or liquidation preferences, without preference or priority one over the other (the Partnership Units referred to in clauses (i) and (ii) of this paragraph being hereinafter referred to, collectively, as “"Parity Partnership Units”"); and; (c) junior to the Class Three Series D Partnership Preferred Units, as to the payment of distributions or as to the distribution of assets upon the liquidation, dissolution and winding up of the Partnership, if the holders of Series D Partnership Preferred Units shall be entitled to receipt of distributions or of amounts distributable upon the liquidation, dissolution and winding up of the Partnership, in preference or priority to the holders of such class or series of Partnership Units or Investor Unit Rights ("Junior Units"); and (d) junior to the Series D Partnership Preferred Units, as to the payment of distributions and as to the distribution of assets upon the liquidation, dissolution or and winding upup of the Partnership, if (i) such class or series of Partnership Units shall be is Partnership Common Units or Class I High Performance Partnership Units A Investor Unit Rights, as the case may be, or (ii) if the holders of Class Three Series D Partnership Preferred Units shall be entitled to receipt of distributions or and of amounts distributable upon the liquidation, dissolution or and winding up, as up of the case may bePartnership, in preference or priority to the holders of such class or series of Partnership Units or Investor Unit Rights (the Partnership Units referred to in clauses (i) and (ii) of this paragraph being hereinafter referred to, collectively, as “"Fully Junior Partnership Units”").

Ranking. Any class or series of Partnership Units of the Partnership shall be deemed to rank: (a) prior or senior to the Class Three Partnership Series C Pass-Through Preferred Units, as to the payment of distributions and as to the distribution of assets upon liquidation, dissolution or winding upup of the General Partner or the Partnership, if the holders of such class or series of Preferred Units shall be entitled to the receipt of distributions and or of amounts distributable upon liquidation, dissolution or winding up, as the case may be, in preference or priority to the holders of Class Three Partnership Series C Pass-Through Preferred Units (the Partnership Units referred to in this paragraph being hereinafter referred to, collectively, as “Senior Partnership Units”); (b) on a parity with the Class Three Partnership Series C Pass-Through Preferred Units, as to the payment of distributions and as to the distribution of assets upon liquidation, dissolution or winding upup of the General Partner or the Partnership, whether or not the distribution rates, distribution payment dates or redemption or liquidation prices per unit or other denomination thereof Partnership Unit be different from those of the Class Three Partnership Preferred Units if (i) such class or series of Partnership Units shall be Class G Partnership Series C Pass-Through Preferred Units, Class One Partnership Preferred Units or Class Two Partnership Preferred Units or (ii) if the holders of such Partnership Units of such class or series of Partnership Units and the Class Three Partnership Series C Pass-Through Preferred Units shall be entitled to the receipt of distributions and of amounts distributable upon liquidation, dissolution or winding up in proportion to their respective amounts of accrued and unpaid distributions per unit or other denomination Partnership Unit or liquidation preferences, without preference or priority one over the other other, except to the extent that such distributions or amounts distributable on the Series B-2 Restricted Preferred Units may not be payable due to a lack of funds in the Nongovernmental Account (the Partnership Units referred to in clauses (i) and (ii) of this paragraph being hereinafter referred to, collectively, as “"Parity Partnership Units”"); and (c) junior to the Class Three Partnership Series C Pass-Through Preferred Units, as to the payment of distributions and or as to the distribution of assets upon liquidation, dissolution or winding upup of the General Partner or the Partnership, if (i) such class or series of Partnership Units shall be Partnership Common Class A Units or Class I High Performance Partnership Units or (ii) if the holders of Class Three Partnership Series C Pass-Through Preferred Units Units, shall be entitled to receipt of distributions distribution or of amounts distributable upon liquidation, dissolution or winding up, as the case may be, in preference or priority to the holders of Partnership Units of such class or series of Partnership Units (the Partnership Units referred to in clauses (i) and (ii) of this paragraph being hereinafter referred to, collectively, as “"Junior Partnership Units”").

Ranking. Any class or series of Partnership Units of the Partnership shall be deemed to rank: (a) prior or senior to the Class Three V Partnership Preferred Units, as to the payment of distributions and as to the distribution distributions of assets upon liquidation, dissolution or winding up, if the holders of such class or series shall be entitled to the receipt of distributions and of amounts distributable upon liquidation, dissolution or winding up, as the case may be, in preference or priority to the holders of Class Three V Partnership Preferred Units (the Partnership Units referred to in this paragraph being hereinafter referred to, collectively, as “"Senior Partnership Units”"); (b) on a parity with the Class Three V Partnership Preferred Units, as to the payment of distributions and as to the distribution of assets upon liquidation, dissolution or winding up, whether or not the distribution rates, distribution payment dates or redemption or liquidation prices per unit or other denomination thereof be different from those of the Class Three V Partnership Preferred Units if (i) such class or series of Partnership Units shall be Class B Partnership Preferred Units, Class C Partnership Preferred Units, Class D Partnership Preferred Units, Class G Partnership Preferred Units, Class H Partnership Preferred Units, Class I Partnership Preferred Units, Class J Partnership Preferred Units, Class K Partnership Preferred Units, Class L Partnership Preferred Units, Class M Partnership Preferred Units, Class N Partnership Preferred Units, Class O Partnership Preferred Units, Class P Partnership Preferred Units, Class Q Partnership Preferred Units, Class R Partnership Preferred Units, Class S Partnership Preferred Units, Class T Partnership Preferred Units, Class U Partnership Preferred Units, Class One Partnership Preferred Units or Units, Class Two Partnership Preferred Units, Class Three Partnership Preferred Units, Class Four Partnership Preferred Units, Class Six Partnership Preferred Units, Class Seven Partnership Preferred Units or Class Nine Partnership Preferred Units, or (ii) the holders of such class or series of Partnership Units and the Class Three V Partnership Preferred Units shall be entitled to the receipt of distributions and of amounts distributable upon liquidation, dissolution or winding up in proportion to their respective amounts of accrued and unpaid distributions per unit or other denomination or liquidation preferences, without preference or priority one over the other (the Partnership Units referred to in clauses (i) and (ii) of this paragraph being hereinafter referred to, collectively, as “"Parity Partnership Units”"); and (c) junior to the Class Three V Partnership Preferred Units, as to the payment of distributions and as to the distribution of assets upon liquidation, dissolution or winding up, if (i) such class or series of Partnership Units shall be Partnership Common Units or Units, Class I High Performance Partnership Units, Class II High Performance Partnership Units, Class III High Performance Partnership Units, Class IV High Performance Partnership Units, Class V High Performance Partnership Units, Class VI High Performance Partnership Units, Class VII High Performance Partnership Units, Class Five Partnership Preferred Units, Class Eight Partnership Preferred Units, Class Ten Partnership Preferred Units, Class Eleven Partnership Preferred Units or Class Twelve Partnership Preferred Units or (ii) the holders of Class Three V Partnership Preferred Units shall be entitled to receipt of distributions or of amounts distributable upon liquidation, dissolution or winding up, as the case may be, in preference or priority to the holders of such class or series of Partnership Units (the Partnership Units referred to in clauses (i) and (ii) of this paragraph being hereinafter referred to, collectively, as “"Junior Partnership Units”").

Ranking. Any class or series of Partnership Units of the Partnership shall be deemed to rank: (a) prior or senior to the Class Three C Partnership Preferred Units, as to the payment of distributions and as to the distribution distributions of assets upon liquidation, dissolution or winding up, if the holders of such class or series shall be entitled to the receipt of distributions and or of amounts distributable upon liquidation, dissolution or winding up, as the case may be, in preference or priority to the holders of Class Three C Partnership Preferred Units (the Partnership Units referred to in this paragraph being hereinafter referred to, collectively, as “"Senior Partnership Units”"); (b) on a parity with the Class Three C Partnership Preferred Units, as to the payment of distributions and as to the distribution of assets upon liquidation, dissolution or winding up, whether or not the distribution rates, distribution payment dates or redemption or liquidation prices per unit or other denomination thereof be different from those of the Class Three C Partnership Preferred Units if (i) such class Class or series of Partnership Units shall be Class G B Preferred Partnership Preferred Units, Class One Partnership Preferred Units or Class Two Partnership Preferred Units or (ii) if the holders of such class or series of Partnership Units and the Class Three C Partnership Preferred Units shall be entitled to the receipt of distributions and of amounts distributable upon liquidation, dissolution or winding up in proportion to their respective amounts of accrued and unpaid distributions per unit or other denomination or liquidation preferences, without preference or priority one over the other (the Partnership Units referred to in clauses (i) and (ii) of this paragraph being hereinafter referred to, collectively, as “"Parity Partnership Units”"); and (c) junior to the Class Three C Partnership Preferred Units, as to the payment of distributions and or as to the distribution of assets upon liquidation, dissolution or winding up, if (i) such class or series of Partnership Units shall be Partnership Common Units or Class I High Performance Partnership Units or (ii) if the holders of Class Three C Preferred Partnership Preferred Units shall be entitled to receipt of distributions or of amounts distributable upon liquidation, dissolution or winding up, as the case may be, in preference or priority to the holders of such class or series of Partnership Units (the Partnership Units referred to in clauses (i) and (ii) of this paragraph being hereinafter referred to, collectively, as “"Junior Partnership Units”").

Ranking. (i) Any class or series of Partnership Units of the Partnership shall be deemed to rank: (a) prior or senior to the Class Three Partnership Series D-17 Preferred Units, as to the payment of distributions and as to the distribution of assets upon liquidation, dissolution or winding upup of the General Partner or the Partnership, if the holders of such class or series of Partnership Units shall be entitled to the receipt of distributions and or of amounts distributable upon liquidation, dissolution or winding up, as the case may be, in preference or priority to the holders of Class Three Partnership Series D-17 Preferred Units (the Partnership Units referred to in this paragraph being hereinafter referred to, collectively, as “Senior Partnership Units”); (b) on a parity with the Class Three Partnership Series D-17 Preferred Units, as to the payment of distributions and as to the distribution of assets upon liquidation, dissolution or winding upup of the General Partner or the Partnership, whether or not the distribution rates, distribution payment dates or redemption or liquidation prices per unit or other denomination thereof Partnership Unit be different from those of the Class Three Partnership Preferred Units if (i) such class or series of Partnership Units shall be Class G Partnership Series D-17 Preferred Units, Class One Partnership Preferred Units or Class Two Partnership Preferred Units or (ii) if the holders of such Partnership Units of such class or series of Partnership Units and the Class Three Partnership Series D-17 Preferred Units shall be entitled to the receipt of distributions and of amounts distributable upon liquidation, dissolution or winding up in proportion to their respective amounts of accrued and unpaid distributions per unit or other denomination Partnership Unit or liquidation preferences, without preference or priority one over the other (the Partnership Units referred to in clauses (i) and (ii) of this paragraph being hereinafter referred to, collectively, as “Parity Partnership Units”); and (c) junior to the Class Three Partnership Series D-17 Preferred Units, as to the payment of distributions and or as to the distribution of assets upon liquidation, dissolution or winding upup of the General Partner or the Partnership, if (i) such class or series of Partnership Units shall be Partnership Common Class A Units or Class I High Performance Partnership Units or (ii) if the holders of Class Three Partnership Series D-17 Preferred Units shall be entitled to receipt of distributions or of amounts distributable upon liquidation, dissolution or winding up, as the case may be, in preference or priority to the holders of Partnership Units of such class or series (“Junior Units”). (ii) The Series A Preferred Units and Series L Preferred Units shall be Parity Units with respect to the Series D-17 Preferred Units and the holders of the Series D-17 Preferred Units and Series A Preferred Units and Series L Preferred Units shall be entitled to the receipt of distributions and of amounts distributable upon liquidation, dissolution or winding up in proportion to their respective amounts of accumulated and unpaid distributions per Partnership Unit or liquidation preferences, without preference or priority one over the other. The Series D-17 Preferred Units shall be Preference Units and shall receive distributions on a basis pari passu with other Partnership Units, if any, receiving distributions pursuant to Section 5.1.B(i) of the Agreement. (iii) The initial balance of the Partnership portion of an Initial Series D-17 Holder’s Capital Account attributed to each Series D-17 Preferred Unit received by such holder shall be equal to $25.00. This amount will be reduced by distributions and allocations of losses, if any, made with respect to each such Series D-17 Preferred Unit and increased by allocations of income with respect to each such Series D-17 Preferred Unit. For purposes of allocations of items made pursuant to Article VI of the Agreement, the Series D-17 Preferred Units referred shall be Preference Units and the portion of the holders’ Capital Account attributable to in clauses each Series D-17 Preferred Unit shall be allocated (i) income in an amount equal to the amount of distributions in respect of such Series D-17 Preferred Unit in accordance with Section 6.1.A(ii) of the Agreement and (ii) items of this paragraph being hereinafter referred toloss in accordance with Section 6.1.B(x) of the Agreement, collectivelyand shall share in those allocations in a pro rata manner based on the distributions and allocations of items, as “Junior applicable, made to all Preference Units; references to Preference Units in article VI of the Agreement shall include Series D-17 Preferred Units, except that references to distributions made to Preference Units shall be deemed to refer to distributions made to the Series D-17 Preferred Units in a pro rata manner with such distributions, if any, made to other Preference Units. As a result, the portion of each holder’s Capital Account attributable to a Series D-17 Preferred Unit will generally be allocated income equal to the cash distributed in respect of such Series D-17 Preferred Unit (and losses, if any, previously allocated to them). This allocation would occur prior to any allocation of income to Units other than Preference Units. In the event the Partnership incurs an amount of losses in excess of the aggregate amount of the Capital Accounts with respect to the Units (other than Preference Units”), any additional loss would be allocated to the holders of the Series D-17 preferred Units in accordance with Section 6.1.B(x) of the Agreement.

Ranking. Any class or series of Partnership Units of the Partnership shall be deemed to rank: (a) prior or senior to the Class Three Nine Partnership Preferred Units, as to the payment of distributions and as to the distribution of assets upon liquidation, dissolution or winding up, if the holders of such class or series shall be entitled to the receipt of distributions and of amounts distributable upon liquidation, dissolution or winding up, as the case may be, in preference or priority to the holders of Class Three Nine Partnership Preferred Units (the Partnership Units referred to in this paragraph partnership units being hereinafter referred to, collectively, as “Senior Partnership Units”); (b) on a parity with the Class Three Nine Partnership Preferred Units, as to the payment of distributions and as to the distribution of assets upon liquidation, dissolution or winding up, whether or not the distribution rates, distribution payment dates or redemption or liquidation prices per unit or other denomination thereof be different from those of the Class Three Nine Partnership Preferred Units if (i) if such class or series of Partnership Units partnership units shall be Class G A Partnership Preferred Units, Class Z Partnership Preferred Units, Series A Community Reinvestment Act Perpetual Partnership Preferred Units, Class One Partnership Preferred Units or Units, Class Two Partnership Preferred Units Units, Class Three Partnership Preferred Units, or Class Four Partnership Preferred Units, or (ii) if the holders of such class or series of Partnership Units partnership units and the Class Three Nine Partnership Preferred Units shall be entitled to the receipt of distributions and of amounts distributable upon liquidation, dissolution or winding up in proportion to their respective amounts of accrued and unpaid distributions per unit or other denomination or liquidation preferences, without preference or priority one over the other (the Partnership Units partnership units referred to in clauses (i) and (ii) of this paragraph being hereinafter referred to, collectively, as “Parity Partnership Units”); and (c) junior to the Class Three Partnership Preferred Units, as to the payment of distributions and as to the distribution of assets upon liquidation, dissolution or winding up, if (i) such class or series of Partnership Units shall be Partnership Common Units or Class I High Performance Partnership Units or (ii) the holders of Class Three Partnership Preferred Units shall be entitled to receipt of distributions or of amounts distributable upon liquidation, dissolution or winding up, as the case may be, in preference or priority to the holders of such class or series of Partnership Units (the Partnership Units referred to in clauses (i) and (ii) of this paragraph being hereinafter referred to, collectively, as “Junior Partnership Units”).

Ranking. Any class or series of Partnership OP Units of the Partnership shall be deemed to rank: (a) prior or senior to the Class Three Partnership D OP Preferred Units, as to the payment of distributions and or as to the distribution distributions of assets upon liquidation, dissolution or winding up, as the case may be, if the holders of such class or series shall be entitled to the receipt of distributions and or of amounts distributable upon liquidation, dissolution or winding up, as the case may be, in preference or priority to the holders of Class Three Partnership D OP Preferred Units (the Partnership Units referred to in this paragraph being hereinafter referred to, collectively, as “"Senior Partnership OP Units”"); (bi) on a parity with the Class Three Partnership D OP Preferred Units, as to the payment of distributions and as to the distribution of assets upon liquidation, dissolution or winding up, whether or not the distribution rates, distribution payment dates or redemption or liquidation prices per unit or other denomination thereof be different from those of the Class Three Partnership D OP Preferred Units if (i) such class or series of Partnership OP Units shall be Class G Partnership Preferred Units, Class One Partnership A OP Preferred Units or Class Two Partnership B-1 OP Preferred Units or Units, and (ii) on a parity with the Class D OP Preferred Units, as to payment of distributions or as to the distribution of assets upon liquidation, dissolution or winding up, as the case may be, whether or not the distribution rates, distribution payment dates or redemption or liquidation prices per unit or other denomination thereof be different from those of the Class D OP Preferred Units if the holders of such class or series of Partnership OP Units and the Class Three Partnership D OP Preferred Units shall be entitled to the receipt of distributions and or of amounts distributable upon liquidation, dissolution or winding up up, as the case may be, in proportion to their respective amounts of accrued and unpaid distributions per unit Unit or other denomination or liquidation preferences, without preference or priority one over the other (the Partnership OP Units referred to in clauses (i) and (ii) of this paragraph being hereinafter referred to, collectively, as “"Parity Partnership OP Units”"); and (ci) junior to the Class Three Partnership D OP Preferred Units, as to the payment of distributions and as to the distribution of assets upon liquidation, dissolution or winding up, if (i) such class or series of Partnership OP Units shall be Partnership OP Common Units or Class I High Performance Partnership Units or and (ii) junior to the Class D OP Preferred Units, as to the payment of distribution or as to the distribution of assets upon liquidation, dissolution or winding up, as the case may be, if the holders of Class Three Partnership D OP Preferred Units shall be entitled to receipt of distributions or of amounts distributable upon liquidation, dissolution or winding up, as the case may be, in preference or priority to the holders of such class or series of Partnership OP Units (the Partnership OP Units referred to in clauses (i) and (ii) of this paragraph being hereinafter referred to, collectively, as “"Junior Partnership OP Units”").

Ranking. Any class or series of Partnership Units of the Partnership shall be deemed to rank: (a) prior or senior to the Class Three Series F Partnership Preferred Units, as to the payment of distributions and as to the distribution distributions of assets upon liquidation, dissolution or winding up, if the holders of such class or series shall be entitled to the receipt of distributions and of amounts distributable upon liquidation, dissolution or winding up, as the case may be, in preference or priority to the holders of Class Three Series F Partnership Preferred Units (the Partnership Units referred to in this paragraph being hereinafter referred to, collectively, as “"Senior Partnership Units”"); (b) on a parity with the Class Three Series F Partnership Preferred Units, as to the payment of distributions and as to the distribution of assets upon liquidation, dissolution or winding up, whether or not the distribution rates, distribution payment dates or redemption or liquidation prices per unit or other denomination thereof be different from those of the Class Three Series F Partnership Preferred Units if (i) such class or series of Partnership Units shall be Class G Partnership Preferred Units, Class One Partnership Preferred Units or Class Two Partnership Preferred Units or (ii) the holders of such class or series of Partnership Units and the Class Three Series F Partnership Preferred Units shall be entitled to the receipt of distributions and of amounts distributable upon liquidation, dissolution or winding up in proportion to their respective amounts of accrued and unpaid distributions per unit or other denomination or liquidation preferences, without preference or priority one over the other (the Partnership Units referred to in clauses (i) and (ii) of this paragraph being hereinafter referred to, collectively, to as “"Parity Partnership Units”"); , and (c) junior to the Class Three Series F Partnership Preferred Units, as to the payment of distributions and as to the distribution of assets upon liquidation, dissolution or winding up, if (i) such class or series of Partnership Units shall be Partnership Common Units or Class I High Performance Partnership Units or (ii) the holders of Class Three Series F Partnership Preferred Units shall be entitled to receipt of distributions or of amounts distributable upon liquidation, dissolution or winding up, as the case may be, in preference or priority to the holders of such class or series of Partnership Units (the Partnership Units referred to in clauses (i) and (ii) of this paragraph being hereinafter referred to, collectively, as “"Junior Partnership Units”").

Ranking. Any class 1. Notwithstanding anything to the contrary in this Exhibit C, in respect of rights to receive dividends and to participate in distributions or series payments in the event of Partnership Units any liquidation, dissolution or winding up of the Partnership or the General Partner, or to be redeemed, the Series U1 Units shall be deemed rank (i) on a parity with all Partnership Units issued as of the date hereof or in the future by the Partnership with terms specifically providing that those Partnership Units rank on a parity with the Series U1 Units with respect to rank: (a) prior or senior rights to the Class Three payment of dividends and with respect to distribution of assets upon any liquidation, dissolution or winding up of the Partnership Preferred or the General Partner, (collectively, “Parity Units, ”) as to the payment of distributions dividends and as to the distribution of assets upon liquidation, dissolution or winding up, if the holders of such class or series shall be entitled to the receipt of distributions and of amounts distributable upon liquidation, dissolution or winding up, as the case may be, in preference or priority to the holders of Class Three Partnership Preferred Units up (the Partnership Units referred to in this paragraph being hereinafter referred to, collectively, as “Senior Partnership Units”); (b) on a parity with the Class Three Partnership Preferred Units, as to the payment of distributions and as to the distribution of assets upon liquidation, dissolution or winding up, whether or not the distribution rates, distribution payment dates or redemption or liquidation prices per unit or other denomination thereof be are different from those of the Class Three Partnership Preferred Units Series U1 Units) if (i) such class or series of Partnership Units shall be Class G Partnership Preferred Units, Class One Partnership Preferred Units or Class Two Partnership Preferred Units or (ii) the holders of such class or series of Partnership Units and the Class Three Partnership Preferred Units shall be entitled to the receipt of distributions and of amounts distributable upon liquidation, dissolution or winding up in proportion to their respective amounts of accrued and unpaid distributions per unit or other denomination or liquidation preferences, preferences without preference or priority one over the other (the Partnership Units referred to in clauses (i) and other, (ii) of this paragraph being hereinafter referred to, collectively, as “Parity Partnership Units”); and (c) junior to all Partnership Units issued as of the Class Three date hereof or in the future by the Partnership Preferred Units, as with terms specifically providing that those Partnership Units rank senior to the Series U1 Units with respect to rights to the payment of distributions dividends and as with respect to the distribution of assets upon any liquidation, dissolution or winding upup of the Partnership or the General Partner (collectively, if “Senior Units”), (iiii) such senior to any class or series of Partnership Units shall be Partnership Common Units or Class I High Performance Partnership Units or (ii) the holders of Class Three Partnership Preferred Units shall be entitled ranking, as to receipt of distributions or of amounts distributable and upon liquidation, dissolution or winding up, as the case may be, in preference or priority junior to the holders of such class or series of Partnership Series U1 Units (the Partnership Units referred to in clauses (i) and (ii) of this paragraph being hereinafter referred to, collectively, as “Junior Partnership Units”); and (iv) on parity with the Common Units in all respects. Nothing contained in this Section 2(E) or this Exhibit C shall prohibit the Partnership from issuing additional Partnership Units that are Senior Units, Parity Units or Junior Units with respect to the Series U1 Units.

Ranking. Any class or series of Partnership Units of the Partnership shall be deemed to rank: (a) prior or senior to the Class Three B Partnership Preferred Units, as to the payment of distributions and as to the distribution distributions of assets upon liquidation, dissolution or winding up, if the holders of such class or series shall be entitled to the receipt of distributions and or of amounts distributable upon liquidation, dissolution or winding up, as the case may be, in preference or priority to the holders of Class Three B Partnership Preferred Units (the Partnership Units referred to in this paragraph being hereinafter referred to, collectively, as “"Senior Partnership Units”"); (b) on a parity with the Class Three B Partnership Preferred Units, as to the payment of distributions and as to the distribution of assets upon liquidation, dissolution or winding up, whether or not the distribution rates, distribution payment dates or redemption or liquidation prices per unit or other denomination thereof be different from those of the Class Three Partnership Preferred Units if (i) such class or series of Partnership Units shall be Class G B Partnership Preferred Units, Class One Partnership Preferred Units or Class Two Partnership Preferred Units or (ii) if the holders of such class or series of Partnership Units and the Class Three B Partnership Preferred Units shall be entitled to the receipt of distributions and of amounts distributable upon liquidation, dissolution or winding up in proportion to their respective amounts of accrued and unpaid distributions per unit or other denomination or liquidation preferences, without preference or priority one over the other (the Partnership Units referred to in clauses (i) and (ii) of this paragraph being hereinafter referred to, collectively, as “"Parity Partnership Units”"); and (c) junior to the Class Three B Partnership Preferred Units, as to the payment of distributions and or as to the distribution of assets upon liquidation, dissolution or winding up, if (i) such class or series of Partnership Units shall be Partnership Common Units or Class I High Performance Partnership Units or (ii) if the holders of Class Three B Preferred Partnership Preferred Units shall be entitled to receipt of distributions or of amounts distributable upon liquidation, dissolution or winding up, as the case may be, in preference or priority to the holders of such class or series of Partnership Units (the Partnership Units referred to in clauses (i) and (ii) of this paragraph being hereinafter referred to, collectively, as “"Junior Partnership Units”").

Ranking. Any class or series of Partnership Units of the Partnership shall be deemed to rank: (a) prior or senior to the Class Three J Partnership Preferred Units, as to the payment of distributions and as to the distribution distributions of assets upon liquidation, dissolution or winding up, if the holders of such class or series shall be entitled to the receipt of distributions and of amounts distributable upon liquidation, dissolution or winding up, as the case may be, in preference or priority to the holders of Class Three J Partnership Preferred Units (the Partnership Units referred to in this paragraph being hereinafter referred to, collectively, as “"Senior Partnership Units”"); (b) on a parity with the Class Three J Partnership Preferred Units, as to the payment of distributions and as to the distribution of assets upon liquidation, dissolution or winding up, whether or not the distribution rates, distribution payment dates or redemption or liquidation prices per unit or other denomination thereof be different from those of the Class Three J Partnership Preferred Units if (i) such class or series of Partnership Units shall be Class G B Partnership Preferred Units, Class One C Partnership Preferred Units, Class D Partnership Preferred Units, Class G Partnership Preferred Units or Class Two H Partnership Preferred Units or (ii) the holders of such class or series of Partnership Units and the Class Three J Partnership Preferred Units shall be entitled to the receipt of distributions and of amounts distributable upon liquidation, dissolution or winding up in proportion to their respective amounts of accrued and unpaid distributions per unit or other denomination or liquidation preferences, without preference or priority one over the other (the Partnership Units referred to in clauses (i) and (ii) of this paragraph being hereinafter referred to, collectively, as “"Parity Partnership Units”"); and (c) junior to the Class Three J Partnership Preferred Units, as to the payment of distributions and as to the distribution of assets upon liquidation, dissolution or winding up, if (i) such class or series of Partnership Units shall be Partnership Common Units or Class I High Performance Partnership Units or (ii) the holders of Class Three J Partnership Preferred Units shall be entitled to receipt of distributions or of amounts distributable upon liquidation, dissolution or winding up, as the case may be, in preference or priority to the holders of such class or series of Partnership Units (the Partnership Units referred to in clauses (i) and (ii) of this paragraph being hereinafter referred to, collectively, as “"Junior Partnership Units”").

Ranking. Any class or series of Partnership Units of the Partnership shall be deemed to rank: (a) prior or senior to the Class Three T Partnership Preferred Units, as to the payment of distributions and as to the distribution distributions of assets upon liquidation, dissolution or winding up, if the holders of such class or series shall be entitled to the receipt of distributions and of amounts distributable upon liquidation, dissolution or winding up, as the case may be, in preference or priority to the holders of Class Three T Partnership Preferred Units (the Partnership Units referred to in this paragraph being hereinafter referred to, collectively, as “"Senior Partnership Units”"); (b) on a parity with the Class Three T Partnership Preferred Units, as to the payment of distributions and as to the distribution of assets upon liquidation, dissolution or winding up, whether or not the distribution rates, distribution payment dates or redemption or liquidation prices per unit or other denomination thereof be different from those of the Class Three T Partnership Preferred Units if (i) such class or series of Partnership Units shall be Class B Partnership Preferred Units, Class C Partnership Preferred Units, Class D Partnership Preferred Units, Class G Partnership Preferred Units, Class H Partnership Preferred Units, Class I Partnership Preferred Units, Class J Partnership Preferred Units, Class K Partnership Preferred Units, Class L Partnership Preferred Units, Class M Partnership Preferred Units, Class N Partnership Preferred Units, Class O Partnership Preferred Units, Class P Partnership Preferred Units, Class Q Partnership Preferred Units, Class R Partnership Preferred Units, Class S Partnership Preferred Units, Class One Partnership Preferred Units or Units, Class Two Partnership Preferred Units Units, Class Three Partnership Preferred Units, Class Four Partnership Preferred Units, Class Six Partnership Preferred Units, Class Seven Partnership Preferred Units, or Class Nine Partnership Preferred Units, or (ii) the holders of such class or series of Partnership Units and the Class Three T Partnership Preferred Units shall be entitled to the receipt of distributions and of amounts distributable upon liquidation, dissolution or winding up in proportion to their respective amounts of accrued and unpaid distributions per unit or other denomination or liquidation preferences, without preference or priority one over the other (the Partnership Units referred to in clauses (i) and (ii) of this paragraph being hereinafter referred to, collectively, as “"Parity Partnership Units”"); and (c) junior to the Class Three T Partnership Preferred Units, as to the payment of distributions and as to the distribution of assets upon liquidation, dissolution or winding up, if (i) such class or series of Partnership Units shall be Partnership Common Units or Units, Class I High Performance Partnership Units Units, Class II High Performance Partnership Units, Class III High Performance Partnership Units, Class IV High Performance Partnership Units, Class V High Performance Partnership Units, Class VI High Performance Partnership Units, Class Five Partnership Preferred Units, or Class Eight Partnership Preferred Units, or (ii) the holders of Class Three T Partnership Preferred Units shall be entitled to receipt of distributions or of amounts distributable upon liquidation, dissolution or winding up, as the case may be, in preference or priority to the holders of such class or series of Partnership Units (the Partnership Units referred to in clauses (i) and (ii) of this paragraph being hereinafter referred to, collectively, as “"Junior Partnership Units”").

Ranking. Any class or series of Partnership Units of the Partnership shall be deemed to rank: (a) prior or senior to the Class Three Z Partnership Preferred Units, as to the payment of distributions and as to the distribution distributions of assets upon liquidation, dissolution or winding up, if the holders of such class or series shall be entitled to the receipt of distributions and of amounts distributable upon liquidation, dissolution or winding up, as the case may be, in preference or priority to the holders of Class Three Z Partnership Preferred Units (the Partnership Units referred to in this paragraph being hereinafter referred to, collectively, as “Senior Partnership Units”); (b) on a parity with the Class Three Z Partnership Preferred Units, as to the payment of distributions and as to the distribution of assets upon liquidation, dissolution or winding up, whether or not the distribution rates, distribution payment dates or redemption or liquidation prices per unit or other denomination thereof be different from those of the Class Three Z Partnership Preferred Units if (i) such class or series of Partnership Units shall be Class G T Partnership Preferred Units, Class U Partnership Preferred Units, Class V Partnership Preferred Units, Class Y Partnership Preferred Units, Series A Community Reinvestment Act Perpetual Partnership Preferred Units, Class One Partnership Preferred Units or Units, Class Two Partnership Preferred Units, Class Three Partnership Preferred Units, Class Four Partnership Preferred Units, Class Six Partnership Preferred Units or Class Seven Partnership Preferred Units, or (ii) the holders of such class or series of Partnership Units and the Class Three Z Partnership Preferred Units shall be entitled to the receipt of distributions and of amounts distributable upon liquidation, dissolution or winding up in proportion to their respective amounts of accrued and unpaid distributions per unit or other denomination or liquidation preferences, without preference or priority one over the other (the Partnership Units referred to in clauses (i) and (ii) of this paragraph being hereinafter referred to, collectively, as “Parity Partnership Units”); and (c) junior to the Class Three Z Partnership Preferred Units, as to the payment of distributions and as to the distribution of assets upon liquidation, dissolution or winding up, if (i) such class or series of Partnership Units shall be Partnership Common Units or Units, Class I High Performance Partnership Units Units, Class Five Partnership Preferred Units, Class Eight Partnership Preferred Units, or (ii) the holders of Class Three Z Partnership Preferred Units shall be entitled to receipt of distributions or of amounts distributable upon liquidation, dissolution or winding up, as the case may be, in preference or priority to the holders of such class or series of Partnership Units (the Partnership Units referred to in clauses (i) and (ii) of this paragraph being hereinafter referred to, collectively, as “Junior Partnership Units”).

Ranking. (i) Any class or series of Partnership Membership Units of the Partnership shall be deemed to rank: (a) prior or senior to the Class Three Partnership Series C Company Preferred Units, as to the payment of distributions and or as to the distribution of assets upon liquidation, dissolution or winding upup of CLNS or the Company, if the holders of such class or series of preferred units shall be entitled to the receipt of distributions and of amounts distributable upon liquidation, dissolution or winding up, as the case may be, in preference or priority to the holders of Class Three Partnership Preferred Units (the Partnership Units referred to in this paragraph being hereinafter referred to, collectively, as “Senior Partnership Units”); (b) on a parity with the Class Three Partnership Preferred Units, as to the payment of distributions and as to the distribution of assets upon liquidation, dissolution or winding up, whether or not the distribution rates, distribution payment dates or redemption or liquidation prices per unit or other denomination thereof be different from those of the Class Three Partnership Preferred Units if (i) such class or series of Partnership Units shall be Class G Partnership Preferred Units, Class One Partnership Preferred Units or Class Two Partnership Preferred Units or (ii) the holders of such class or series of Partnership Units and the Class Three Partnership Preferred Units shall be entitled to the receipt of distributions and of amounts distributable upon liquidation, dissolution or winding up in proportion to their respective amounts of accrued and unpaid distributions per unit or other denomination or liquidation preferences, without preference or priority one over the other (the Partnership Units referred to in clauses (i) and (ii) of this paragraph being hereinafter referred to, collectively, as “Parity Partnership Units”); and (c) junior to the Class Three Partnership Preferred Units, as to the payment of distributions and as to the distribution of assets upon liquidation, dissolution or winding up, if (i) such class or series of Partnership Units shall be Partnership Common Units or Class I High Performance Partnership Units or (ii) the holders of Class Three Partnership Preferred Units shall be entitled to receipt of distributions or of amounts distributable upon liquidation, dissolution or winding up, as the case may be, in preference or priority to the holders of Series C Company Preferred Units; (b) on a parity with the Series C Company Preferred Units, as to the payment of distributions or as to the distribution of assets upon liquidation, dissolution or winding up of CLNS or the Company, whether or not the distribution rates, distribution payment dates or redemption or liquidation prices per Membership Unit be different from those of the Series C Company Preferred Units, if the holders of such Membership Units of such class or series and the Series C Company Preferred Units shall be entitled to the receipt of distributions or of amounts distributable upon liquidation, dissolution or winding up, as the case may be, in proportion to their respective amounts of accrued and unpaid distributions per Membership Unit or liquidation preferences, without preference or priority one over the other; and (c) junior to the Series C Company Preferred Units, as to the payment of distributions or as to the distribution of assets upon liquidation, dissolution or winding up of CLNS or the Company, if such class or series of Partnership Membership Units (shall be Membership Common Units or if the Partnership holders of Series C Company Preferred Units, shall be entitled to receipt of distribution or of amounts distributable upon liquidation, dissolution or winding up, as the case may be, in preference or priority to the holders of Membership Units referred to in clauses (i) and of such class or series. (ii) As of this paragraph being hereinafter referred tothe date hereof, collectively2,466,689 issued and outstanding Series A Company Preferred Units, 13,998,905 issued and outstanding Series B Company Preferred Units, 8,000,000 issued and outstanding Series D Company Preferred Units, 10,000,000 issued and outstanding Series E Company Preferred Units, 10,400,000 authorized Series F Company Preferred Units, 3,450,000 authorized Series G Company Preferred Units and 11,500,000 authorized Series H Company Preferred Units are Parity Preferred Units with respect to the Series C Company Preferred Units. (iii) The holders of Series C Company Preferred Units shall be entitled to the receipt of distributions and of amounts distributable upon liquidation, dissolution or winding up in proportion to their respective amounts of accumulated and unpaid distributions per Membership Unit or liquidation preference, without preference or priority one over the other, except that: (a) the Series C Company Preferred Units shall be Company Preferred Units and shall receive distributions on a basis pari passu with other Company Preferred Units, if any, receiving distributions pursuant to Section 5.1 of the Agreement; and (b) Distributions made pursuant to Section F(i) shall be made pro rata with other distributions made to other Membership Units as to which they rank pari passu based on the ratio of the amounts to be paid the Series C Company Preferred Units and such other Membership Units, as “Junior Partnership Units”)applicable, to the total amounts to be paid in respect of the Series C Company Preferred Units and such other Membership Units taken together on the Company Record Date.

Ranking. Any other class or series of Partnership Preferred Units of the Partnership shall be deemed to rank: (a) prior or senior to the Class Three Series A Partnership Preferred Units, as to the payment of distributions and as to the distribution distributions of assets upon liquidation, dissolution or winding up, if the holders of such class or series of Partnership Preferred Units shall be entitled to the receipt of distributions and of amounts distributable upon liquidation, dissolution or winding up, as the case may be, in preference or priority to the holders of Class Three Series A Partnership Preferred Units (the Partnership Preferred Units referred to in this paragraph being hereinafter referred to, collectively, as “Senior Partnership Units”); (b) on a parity with the Class Three Series A Partnership Preferred Units, as to the payment of distributions and as to the distribution of assets upon liquidation, dissolution or winding up, whether or not the distribution rates, distribution payment dates or redemption or liquidation prices per unit or other denomination thereof be different from those of the Class Three Series A Partnership Preferred Units if (i) such class or series of Partnership Units shall be Class G Partnership Preferred Units, Class One Partnership Preferred Units or Class Two Partnership Preferred Units or (ii) the holders of such class or series of Partnership Preferred Units and the Class Three Series A Partnership Preferred Units shall be entitled to the receipt of distributions and of amounts distributable upon liquidation, dissolution or winding up in proportion to their respective amounts of accrued and unpaid distributions per unit or other denomination or liquidation preferences, without preference or priority one over the other (the Partnership Preferred Units referred to in clauses (i) and (ii) of this paragraph being hereinafter referred to, collectively, as “Parity Partnership Units”); and (c) junior to the Class Three Series A Partnership Preferred Units, as to the payment of distributions and as to the distribution of assets upon liquidation, dissolution or winding up, if (i) such class or series of Partnership Units shall be Partnership Common Units or Class I High Performance Partnership Units or (ii) the holders of Class Three Series A Partnership Preferred Units shall be entitled to receipt of distributions or of amounts distributable upon liquidation, dissolution or winding up, as the case may be, in preference or priority to the holders of such class or series of Partnership Preferred Units (the Partnership Preferred Units referred to in clauses (i) and (ii) of this paragraph and the Partnership Units being hereinafter referred to, collectively, as “Junior Partnership Units”).

Ranking. Any class The Private Perpetual Preferred Units shall, with respect to distribution rights and rights upon voluntary or series of Partnership Units involuntary liquidation, dissolution or winding up of the Partnership shall be deemed to Partnership, rank: (a) prior or senior to the Class Three any classes or series of Partnership Preferred Units, as if such class or series shall be OP Units or LTIP Units or if the holders of Private Perpetual Preferred Units shall be entitled to the payment receipt of distributions and as to the distribution preferential payments or of assets amounts distributable upon liquidation, dissolution or winding up, as the case may be, in preference or in priority to the holders of the Partnership Units of such class or series; (b) on parity with any other class or series of Partnership Units, if the holders of such other class or series of Partnership Units and the Private Perpetual Preferred Units shall be entitled to the receipt of preferential payments or of amounts distributable upon liquidation, dissolution or winding up in proportion to their respective amounts of accrued and unpaid preferential payments per Partnership Unit or liquidation preference, without preference or priority one over the other; and (c) junior to any class or series of Partnership Units, if the holders of such class or series of Partnership Units shall be entitled to the receipt of distributions preferential payments and of amounts distributable upon liquidation, dissolution or winding up, as the case may be, in preference or in priority to the holders of Class Three Partnership the Private Perpetual Preferred Units. The Private Perpetual Preferred Units (the Partnership Units referred to will also rank junior in this paragraph being hereinafter referred to, collectively, as “Senior Partnership Units”); (b) on a parity with the Class Three Partnership Preferred Units, as right of payment to the payment of distributions Partnership’s existing and as to the distribution of assets upon liquidation, dissolution or winding up, whether or not the distribution rates, distribution payment dates or redemption or liquidation prices per unit or other denomination thereof be different from those of the Class Three Partnership Preferred Units if (i) such class or series of Partnership Units shall be Class G Partnership Preferred Units, Class One Partnership Preferred Units or Class Two Partnership Preferred Units or (ii) the holders of such class or series of Partnership Units and the Class Three Partnership Preferred Units shall be entitled to the receipt of distributions and of amounts distributable upon liquidation, dissolution or winding up in proportion to their respective amounts of accrued and unpaid distributions per unit or other denomination or liquidation preferences, without preference or priority one over the other (the Partnership Units referred to in clauses (i) and (ii) of this paragraph being hereinafter referred to, collectively, as “Parity Partnership Units”); and (c) junior to the Class Three Partnership Preferred Units, as to the payment of distributions and as to the distribution of assets upon liquidation, dissolution or winding up, if (i) such class or series of Partnership Units shall be Partnership Common Units or Class I High Performance Partnership Units or (ii) the holders of Class Three Partnership Preferred Units shall be entitled to receipt of distributions or of amounts distributable upon liquidation, dissolution or winding up, as the case may be, in preference or priority to the holders of such class or series of Partnership Units (the Partnership Units referred to in clauses (i) and (ii) of this paragraph being hereinafter referred to, collectively, as “Junior Partnership Units”)future debt obligations.

Ranking. (i) Any class or series of Partnership Units of the Partnership shall be deemed to rank: (a) prior or senior to the Class Three Partnership 8.125% Series A Cumulative Redeemable Preferred Units, as to the payment of distributions and as to the distribution of assets upon liquidation, dissolution or winding upup of the General Partner or the Partnership, if the holders of such class or series of Preferred Units shall be entitled to the receipt of distributions and or of amounts distributable upon liquidation, dissolution or winding up, as the case may be, in preference or priority to the holders of Class Three Partnership 8.125% Series A Cumulative Redeemable Preferred Units (the Partnership Units referred to in this paragraph being hereinafter referred to, collectively, as “Senior Partnership Units”); (b) on a parity with the Class Three Partnership 8.125% Series A Cumulative Redeemable Preferred Units, as to the payment of distributions and as to the distribution of assets upon liquidation, dissolution or winding upup of the General Partner or the Partnership, whether or not the distribution rates, distribution payment dates or redemption or liquidation prices per unit or other denomination thereof Partnership Unit be different from those of the Class Three Partnership Preferred Units if (i) such class or series of Partnership Units shall be Class G Partnership 8.125% Series A Cumulative Redeemable Preferred Units, Class One Partnership Preferred Units or Class Two Partnership Preferred Units or (ii) if the holders of such Partnership Units of such class or series of Partnership Units and the Class Three Partnership 8.125% Series A Cumulative Redeemable Preferred Units shall be entitled to the receipt of distributions and of amounts distributable upon liquidation, dissolution or winding up in proportion to their respective amounts of accrued and unpaid distributions per unit or other denomination Partnership Unit or liquidation preferences, without preference or priority one over the other (the Partnership Units referred to in clauses (i) and (ii) of this paragraph being hereinafter referred to, collectively, as “Parity Partnership Units”); and (c) junior to the Class Three Partnership 8.125% Series A Cumulative Redeemable Preferred Units, as to the payment of distributions and or as to the distribution of assets upon liquidation, dissolution or winding upup of the General Partner or the Partnership, if (i) such class or series of Partnership Units shall be Partnership Common Class A Units, LTIP Units or Class I High Performance Partnership Units or (ii) if the holders of Class Three Partnership 8.125% Series A Cumulative Redeemable Preferred Units Units, shall be entitled to receipt of distributions distribution or of amounts distributable upon liquidation, dissolution or winding up, as the case may be, in preference or priority to the holders of Partnership Units of such class or series of Partnership Units (the Partnership Units referred to in clauses (i) and (ii) of this paragraph being hereinafter referred to, collectively, as “Junior Partnership Units”). (ii) As of the date hereof, there are no Senior Units or Parity Units issued and outstanding.

Ranking. Any class or series of Partnership Units of the Partnership shall be deemed to rank: (a) prior or senior to the Class Three Nine Partnership Preferred Units, as to the payment of distributions and as to the distribution of assets upon liquidation, dissolution or winding up, if the holders of such class or series shall be entitled to the receipt of distributions and of amounts distributable upon liquidation, dissolution or winding up, as the case may be, in preference or priority to the holders of Class Three Nine Partnership Preferred Units (the Partnership Units referred to in this paragraph being hereinafter referred to, collectively, as “"Senior Partnership Units”"); (b) on a parity with the Class Three Nine Partnership Preferred Units, as to the payment of distributions and as to the distribution of assets upon liquidation, dissolution or winding up, whether or not the distribution rates, distribution payment dates or redemption or liquidation prices per unit Partnership Units or other denomination thereof be different from those of the Class Three Nine Partnership Preferred Units if (i) such class or series of Partnership Units shall be Class B Partnership Preferred Units, Class C Partnership Preferred Units, Class D Partnership Preferred Units, Class G Partnership Preferred Units, Class H Partnership Preferred Units, Class I Partnership Preferred Units, Class J Partnership Preferred Units, Class K Partnership Preferred Units, Class L Partnership Preferred Units, Class M Partnership Preferred Units, Class N Partnership Preferred Units, Class O Partnership Preferred Units, Class P Partnership Preferred Units, Class Q Partnership Preferred Units, Class One Partnership Preferred Units, Class Two Partnership Preferred Units, Class Three Partnership Preferred Units, Class Four Partnership Preferred Units, Class Six Partnership Preferred Units or Class Two Seven Partnership Preferred Units or (ii) the holders of such class or series of Partnership Units and the Class Three Nine Partnership Preferred Units shall be entitled to the receipt of distributions and of amounts distributable upon liquidation, dissolution or winding up in proportion to their respective amounts of accrued and unpaid distributions per unit Partnership Units or other denomination or liquidation preferences, without preference or priority one over the other (the Partnership Units referred to in clauses (i) and (ii) of this paragraph being hereinafter referred to, collectively, as “"Parity Partnership Units”"); and (c) junior to the Class Three Nine Partnership Preferred Units, as to the payment of distributions and as to the distribution of assets upon liquidation, dissolution or winding up, if (i) such class or series of Partnership Units shall be Partnership Common Units or Units, Class I High Performance Partnership Units, Class Five Partnership Preferred Units or Class Eight Partnership Preferred Units or (ii) the holders of Class Three Nine Partnership Preferred Units shall be entitled to receipt of distributions or of amounts distributable upon liquidation, dissolution or winding up, as the case may be, in preference or priority to the holders of such class or series of Partnership Units (the Partnership Units referred to in clauses (i) and (ii) of this paragraph being hereinafter referred to, collectively, as “"Junior Partnership Units”").

Ranking. (i) Any class or series of Partnership Membership Units of the Partnership shall be deemed to rank: (a) prior or senior to the Class Three Partnership Series B Company Preferred Units, as to the payment of distributions and as to the distribution of assets upon liquidation, dissolution or winding upup of CLNS or the Company, if the holders of such class or series of preferred units shall be entitled to the receipt of distributions and or of amounts distributable upon liquidation, dissolution or winding up, as the case may be, in preference or priority to the holders of Class Three Partnership Series B Company Preferred Units (the Partnership Units referred to in this paragraph being hereinafter referred to, collectively, as “Senior Partnership Units”); (b) on a parity with the Class Three Partnership Series B Company Preferred Units, as to the payment of distributions and as to the distribution of assets upon liquidation, dissolution or winding upup of CLNS or the Company, whether or not the distribution rates, distribution payment dates or redemption or liquidation prices per unit or other denomination thereof Membership Unit be different from those of the Class Three Partnership Preferred Units if (i) such class or series of Partnership Units shall be Class G Partnership Series B Company Preferred Units, Class One Partnership Preferred Units or Class Two Partnership Preferred Units or (ii) if the holders of such Membership Units of such class or series of Partnership Units and the Class Three Partnership Series B Company Preferred Units shall be entitled to the receipt of distributions and of amounts distributable upon liquidation, dissolution or winding up in proportion to their respective amounts of accrued and unpaid distributions per unit or other denomination Membership Unit or liquidation preferences, without preference or priority one over the other (the Partnership Units referred to in clauses (i) and (ii) of this paragraph being hereinafter referred to, collectively, as “Parity Partnership Units”)other; and (c) junior to the Class Three Partnership Series B Company Preferred Units, as to the payment of distributions and or as to the distribution of assets upon liquidation, dissolution or winding upup of CLNS or the Company, if (i) such class or series of Partnership Membership Units shall be Partnership Membership Common Units or Class I High Performance Partnership Units or (ii) if the holders of Class Three Partnership Series B Company Preferred Units Units, shall be entitled to receipt of distributions distribution or of amounts distributable upon liquidation, dissolution or winding up, as the case may be, in preference or priority to the holders of Membership Units of such class or series of Partnership Units (the Partnership Units referred to in clauses (i) and series. (ii) As of this paragraph being hereinafter referred tothe date hereof, collectively2,466,689 issued and outstanding Series A Company Preferred Units, 5,000,000 issued and outstanding Series C Company Preferred Units, 8,000,000 issued and outstanding Series D Company Preferred Units and 10,000,000 issued and outstanding Series E Company Preferred Units, 10,400,000 authorized Series F Company Preferred Units, 3,450,000 authorized Series G Company Preferred Units and 11,500,000 authorized Series H Company Preferred Units are Parity Preferred Units with respect to the Series B Company Preferred Units. (iii) The holders of Series B Company Preferred Units shall be entitled to the receipt of distributions and of amounts distributable upon liquidation, dissolution or winding up in proportion to their respective amounts of accumulated and unpaid distributions per Membership Unit or liquidation preference, without preference or priority one over the other, except that: (a) The Series B Company Preferred Units shall be Company Preferred Units and shall receive distributions on a basis pari passu with other Company Preferred Units, if any, receiving distributions pursuant to Section 5.1 of the Agreement; and (b) Distributions made pursuant to Section F(i) shall be made pro rata with other distributions made to other Membership Units as to which they rank pari passu based on the ratio of the amounts to be paid the Series B Company Preferred Units and such other Membership Units, as “Junior Partnership Units”)applicable, to the total amounts to be paid in respect of the Series B Company Preferred Units and such other Membership Units taken together on the Company Record Date.

Ranking. Any class or series of Partnership Units of the Partnership shall be deemed to rank: (a) prior or senior to the Class Three L Partnership Preferred Units, as to the payment of distributions and as to the distribution distributions of assets upon liquidation, dissolution or winding up, if the holders of such class or series shall be entitled to the receipt of distributions and of amounts distributable upon liquidation, dissolution or winding up, as the case may be, in preference or priority to the holders of Class Three L Partnership Preferred Units (the Partnership Units referred to in this paragraph being hereinafter referred to, collectively, as “"Senior Partnership Units”"); (b) on a parity with the Class Three L Partnership Preferred Units, as to the payment of distributions and as to the distribution of assets upon liquidation, dissolution or winding up, whether or not the distribution rates, distribution payment dates or redemption or liquidation prices per unit or other denomination thereof be different from those of the Class Three L Partnership Preferred Units if (i) such class or series of Partnership Units shall be Class B Partnership Preferred Units, Class C Partnership Preferred Units, Class D Partnership Preferred Units, Class G Partnership Preferred Units, Class H Partnership Preferred Units Class I Partnership Preferred Units, Class J Partnership Preferred Units, Class K Partnership Preferred Units, Class One Partnership Preferred Units Units, or Class Two Partnership Preferred Units or (ii) the holders of such class or series of Partnership Units and the Class Three L Partnership Preferred Units shall be entitled to the receipt of distributions and of amounts distributable upon liquidation, dissolution or winding up in proportion to their respective amounts of accrued and unpaid distributions per unit or other denomination or liquidation preferences, without preference or priority one over the other (the Partnership Units referred to in clauses (i) and (ii) of this paragraph being hereinafter referred to, collectively, as “"Parity Partnership Units”"); and (c) junior to the Class Three L Partnership Preferred Units, as to the payment of distributions and as to the distribution of assets upon liquidation, dissolution or winding up, if (i) such class or series of Partnership Units shall be Partnership Common Units or Class I High Performance Partnership Units or (ii) the holders of Class Three L Partnership Preferred Units shall be entitled to receipt of distributions or of amounts distributable upon liquidation, dissolution or winding up, as the case may be, in preference or priority to the holders of such class or series of Partnership Units (the Partnership Units referred to in clauses (i) and (ii) of this paragraph being hereinafter referred to, collectively, as “"Junior Partnership Units”").

Ranking. Any class or series of Partnership Units of the Partnership shall be deemed to rank: (a) 7.1 prior or senior to the Class Three Partnership Series 2023 Preferred Units, as to the payment of distributions and as to the distribution distributions of assets upon liquidation, dissolution or winding up, if the holders of such class or series shall be entitled to the receipt of distributions and or of amounts distributable upon liquidation, dissolution or winding up, as the case may be, in preference or priority to the holders of Class Three Partnership Series 2023 Preferred Units (the Partnership Units referred to in this paragraph being hereinafter referred to, collectively, as “Senior Partnership Units”); (b) 7.2 on a parity with the Class Three Partnership Series 2023 Preferred Units, as to the payment of distributions and as to the distribution of assets upon liquidation, dissolution or winding up, whether or not the distribution rates, distribution payment dates or redemption or liquidation prices per unit or other denomination thereof be different from those of the Class Three Partnership Preferred Units if (i) such class or series of Partnership Units shall be Class G Partnership Series 2023 Preferred Units, Class One Partnership Preferred Units or Class Two Partnership Preferred Units or (ii) if the holders of such class or series of Partnership Units and the Class Three Partnership Series 2023 Preferred Units shall be entitled to the receipt of distributions and of amounts distributable upon liquidation, dissolution or winding up in proportion to their respective amounts of accrued and unpaid distributions per unit or other denomination or liquidation preferences, without preference or priority of one over the other other, and expressly includes the Series 2019 Preferred Units (the Partnership Units referred to in clauses (i) and (ii) of this paragraph being hereinafter referred to, collectively, as the “Series 2023 Parity Partnership Units”); and (c) 7.3 junior to the Class Three Partnership Series 2023 Preferred Units, as to the payment of distributions and as to the distribution of assets upon liquidation, dissolution or winding up, if (i) such class or series of Partnership Units shall be Partnership Common Units or Class I High Performance Partnership Units or (ii) the holders of Class Three Partnership Series 2023 Preferred Units shall be entitled to receipt of distributions or of amounts distributable upon liquidation, dissolution or winding up, as the case may be, in preference or priority to the holders of such class or series of Partnership Units (the Partnership Units referred to in clauses (i) and (ii) of this paragraph being hereinafter referred to, collectively, as “Series 2023 Junior Partnership Units”).

Ranking. Any class or series of Partnership Units of the Partnership shall be deemed to rank: (a) prior or senior to the Class Three Two Partnership Preferred Units, as to the payment of distributions and as to the distribution of assets upon liquidation, dissolution or winding up, if (i) such class or series of Partnership Units shall be Class One Partnership Preferred Units or (ii) the holders of such class or series shall be entitled to the receipt of distributions and of amounts distributable upon liquidation, dissolution or winding up, as the case may be, in preference or priority to the holders of Class Three Two Partnership Preferred Units (the Partnership Units referred to in clauses (i) and (ii) of this paragraph being hereinafter referred to, collectively, as “"Senior Partnership Units”"); (b) on a parity with the Class Three Two Partnership Preferred Units, as to the payment of distributions and as to the distribution of assets upon liquidation, dissolution or winding up, whether or not the distribution rates, distribution payment dates or redemption or liquidation prices per unit or other denomination thereof be different from those of the Class Three Two Partnership Preferred Units if (i) such class or series of Partnership Units shall be Class B Partnership Preferred Units, Class C Partnership Preferred Units, Class D Partnership Preferred Units, Class G Partnership Preferred Units, Class H Partnership Preferred Units, Class I Partnership Preferred Units, Class J Partnership Preferred Units, Class K Partnership Preferred Units, Class One Partnership Preferred Units or Class Two Partnership Preferred Units Units, or (ii) the holders of such class or series of Partnership Units and the Class Three Two Partnership Preferred Units shall be entitled to the receipt of distributions and of amounts distributable upon liquidation, dissolution or winding up in proportion to their respective amounts of accrued and unpaid distributions per unit or other denomination or liquidation preferences, without preference or priority one over the other (the Partnership Units referred to in clauses (i) and (ii) of this paragraph being hereinafter referred to, collectively, as “"Parity Partnership Units”"); and (c) junior to the Class Three Two Partnership Preferred Units, as to the payment of distributions and as to the distribution of assets upon liquidation, dissolution or winding up, if (i) such class or series of Partnership Units shall be Partnership Common Units or Class I High Performance Partnership Units or (ii) the holders of Class Three Two Partnership Preferred Units shall be entitled to receipt of distributions or of amounts distributable upon liquidation, dissolution or winding up, as the case may be, in preference or priority to the holders of such class or series of Partnership Units (the Partnership Units referred to in clauses (i) and (ii) of this paragraph being hereinafter referred to, collectively, as “"Junior Partnership Units”").

Ranking. (i) Any class or series of Partnership Units of the Partnership shall be deemed to rank: (a) prior or senior to the Class Three Partnership Series E Preferred Units, as to the payment of distributions and or as to the distribution of assets upon liquidation, dissolution or winding upup of the General Partner or the Partnership, if the holders of such class or series shall be entitled to the receipt of distributions and of amounts distributable upon liquidation, dissolution or winding up, as the case may be, in preference or priority to the holders of Class Three Partnership Preferred Units (the Partnership Units referred to in this paragraph being hereinafter referred to, collectively, as “Senior Partnership Units”); (b) on a parity with the Class Three Partnership Preferred Units, as to the payment of distributions and as to the distribution of assets upon liquidation, dissolution or winding up, whether or not the distribution rates, distribution payment dates or redemption or liquidation prices per unit or other denomination thereof be different from those of the Class Three Partnership Preferred Units if (i) such class or series of Partnership Units shall be Class G Partnership Preferred Units, Class One Partnership Preferred Units or Class Two Partnership Preferred Units or (ii) the holders of such class or series of Partnership Units and the Class Three Partnership Preferred Units shall be entitled to the receipt of distributions and of amounts distributable upon liquidation, dissolution or winding up in proportion to their respective amounts of accrued and unpaid distributions per unit or other denomination or liquidation preferences, without preference or priority one over the other (the Partnership Units referred to in clauses (i) and (ii) of this paragraph being hereinafter referred to, collectively, as “Parity Partnership Units”); and (c) junior to the Class Three Partnership Preferred Units, as to the payment of distributions and as to the distribution of assets upon liquidation, dissolution or winding up, if (i) such class or series of Partnership Units shall be Partnership Common Units or Class I High Performance Partnership Units or (ii) the holders of Class Three Partnership Preferred Units shall be entitled to receipt of distributions or of amounts distributable upon liquidation, dissolution or winding up, as the case may be, in preference or priority to the holders of Series E Preferred Units; (b) on a parity with the Series E Preferred Units, as to the payment of distributions or as to the distribution of assets upon liquidation, dissolution or winding up of the General Partner or the Partnership, whether or not the distribution rates, distribution payment dates or redemption or liquidation prices per Partnership Unit be different from those of the Series E Preferred Units, if the holders of such Partnership Units of such class or series and the Series E Preferred Units shall be entitled to the receipt of distributions or of amounts distributable upon liquidation, dissolution or winding up, as the case may be, in proportion to their respective amounts of accrued and unpaid distributions per Partnership Unit or liquidation preferences, without preference or priority one over the other; and (c) junior to the Series E Preferred Units, as to the payment of distributions or as to the distribution of assets upon liquidation, dissolution or winding up of the General Partner or the Partnership, if such class or series of Partnership Units (shall be Common Units or if the holders of Series E Preferred Units, shall be entitled to receipt of distribution or of amounts distributable upon liquidation, dissolution or winding up, as the case may be, in preference or priority to the holders of Partnership Units referred to in clauses of such class or series (i) and (ii) of this paragraph being hereinafter referred to, collectively, as “Junior Partnership Units”). (ii) As of the date hereof, 481,118 issued and outstanding Series SN Preferred Units rank prior to the Series E Preferred units as to the payment of distributions and the distribution of assets upon liquidation, dissolution or winding up. As of the date hereof, 2,466,689 issued and outstanding Series A Preferred Units and 13,998,905 issued and outstanding Series B Preferred Units and 5,000,000 issued and outstanding Series C Preferred Units and 8,000,000 issued and outstanding Series D Preferred Units rank on a parity with the Series E Preferred Units as to the payment of dividends and as to the distribution of assets upon liquidation, dissolution or winding up. (iii) The holders of Series E Preferred Units shall be entitled to the receipt of distributions and of amounts distributable upon liquidation, dissolution or winding up in proportion to their respective amounts of accumulated and unpaid distributions per Partnership Unit or liquidation preference, without preference or priority one over the other, except that: (a) the Series E Preferred Units shall be Preferred Partnership Units and shall receive distributions on a basis pari passu with other Partnership Units, if any, receiving distributions pursuant to Section 5.1(i) of the Agreement; and (b) Distributions made pursuant to Subsection F(iii)(a) of this Exhibit L shall be made pro rata with other distributions made to other Partnership Units as to which they rank pari passu based on the ratio of the amounts to be paid the Series E Preferred Units and such other Partnership Units, as applicable, to the total amounts to be paid in respect of the Series E Preferred Units and such other Partnership Units taken together on the Partnership Record Date.

Ranking. Any class or series of Partnership Units of the Partnership shall be deemed to rank: (a) prior or senior to the Class Three Eight Partnership Preferred Units, as to the payment of distributions and as to the distribution of assets upon liquidation, dissolution or winding up, if (i) the holders of such class or series shall be entitled to the receipt of distributions and of amounts distributable upon liquidation, dissolution or winding up, as the case may be, in preference or priority to the holders of Class Eight Partnership Preferred Units or (ii) such class or series of Partnership Units shall be Class B Partnership Preferred Units, Class C Partnership Preferred Units, Class D Partnership Preferred Units, Class G Partnership Preferred Units, Class H Partnership Preferred Units, Class I Partnership Preferred Units, Class J Partnership Preferred Units, Class K Partnership Preferred Units, Class L Partnership Preferred Units, Class M Partnership Preferred Units, Class N Partnership Preferred Units, Class O Partnership Preferred Units, Class One Partnership Preferred Units, Class Two Partnership Preferred Units, Class Three Partnership Preferred Units, Class Four Partnership Preferred Units, Class Six Partnership Preferred Units or Class Seven Partnership Preferred Units (the Partnership Units referred to in clauses (i) and (ii) of this paragraph being hereinafter referred to, collectively, as “"Senior Partnership Units”"); (b) on a parity with the Class Three Eight Partnership Preferred Units, as to the payment of distributions and as to the distribution of assets upon liquidation, dissolution or winding up, whether or not the distribution rates, distribution payment dates or redemption or liquidation prices per unit or other denomination thereof be different from those of the Class Three Eight Partnership Preferred Units if (i) such class or series of Partnership Units shall be Class G Partnership Preferred Common Units, Class One I High Performance Partnership Preferred Units or Class Two Five Partnership Preferred Units or (ii) the holders of such class or series of Partnership Units and the Class Three Eight Partnership Preferred Units shall be entitled to the receipt of distributions and of amounts distributable upon liquidation, dissolution or winding up in proportion to their respective amounts of accrued and unpaid distributions per unit or other denomination or liquidation preferences, without preference or priority one over the other (the Partnership Units referred to in clauses (i) and (ii) of this paragraph being hereinafter referred to, collectively, as “"Parity Partnership Units”"); and (c) junior to the Class Three Eight Partnership Preferred Units, as to the payment of distributions and as to the distribution of assets upon liquidation, dissolution or winding up, if (i) such class or series of Partnership Units shall be Partnership Common Units or Class I High Performance Partnership Units or (ii) the holders of Class Three Eight Partnership Preferred Units shall be entitled to receipt of distributions or of amounts distributable upon liquidation, dissolution or winding up, as the case may be, in preference or priority to the holders of such class or series of Partnership Units (the Partnership Units referred to in clauses (i) and (ii) of this paragraph being hereinafter referred to, collectively, as “"Junior Partnership Units”").

Ranking. Any class or series of Partnership Units of the Partnership shall be deemed to rank: (a1) prior or senior to the Class Three E Partnership Preferred Units, as to the payment of distributions and as to the distribution distributions of assets upon liquidation, dissolution or winding up, if (i) such class or series of Partnership Units shall be Class B Partnership Preferred Units, Class C Partnership Preferred Units, Class D Partnership Preferred Units, Class F Partnership Preferred Units, Class G Partnership Preferred Units or Class H Partnership Preferred Units, or (ii) the holders of such class or series shall be entitled to the receipt of distributions and of amounts distributable upon liquidation, dissolution or winding up, as the case may be, in preference or priority to the holders of Class Three E Partnership Preferred Units (the Partnership Units referred to in clauses (i) and (ii) of this paragraph being hereinafter referred to, collectively, as “"Senior Partnership Units”"); (b2) on a parity with the Class Three E Partnership Preferred Units, as to the payment of distributions and as to the distribution of assets upon liquidation, dissolution or winding up, whether or not the distribution rates, distribution payment dates or redemption or liquidation prices per unit or other denomination thereof be different from those of the Class Three E Partnership Preferred Units if (i) such class or series of Partnership Units shall be Class G Partnership Preferred Units, Class One Partnership Preferred Units or Class Two Partnership Preferred Units or (ii) the holders of such class or series of Partnership Units and the Class Three E Partnership Preferred Units shall be entitled to the receipt of distributions and of amounts distributable upon liquidation, dissolution or winding up in proportion to their respective amounts of accrued and unpaid distributions per unit or other denomination or liquidation preferences, without preference or priority one over the other (the Partnership Units referred to in clauses (i) and (ii) of this paragraph being hereinafter referred to, collectively, as “Parity Partnership Units”); and (c) junior to the Class Three Partnership Preferred Units, as to the payment of distributions and as to the distribution of assets upon liquidation, dissolution or winding up, if (i) such class or series of Partnership Units shall be Partnership Common Units or Class I High Performance Partnership Units or (ii) the holders of Class Three Partnership Preferred Units shall be entitled to receipt of distributions or of amounts distributable upon liquidation, dissolution or winding up, as the case may be, in preference or priority to the holders of such class or series of Partnership Units (the Partnership Units referred to in clauses (i) and (ii) of this paragraph being hereinafter referred to, collectively, as “Junior Partnership Units”).per

Ranking. Any class or series of Partnership OP Units of the Partnership shall be deemed to rank: (a) prior or senior to the Class Three Partnership B-1 OP Preferred Units, as to the payment of distributions and or as to the distribution distributions of assets upon liquidation, dissolution or winding up, as the case may be, if the holders of such class or series shall be entitled to the receipt of distributions and or of amounts distributable upon liquidation, dissolution or winding up, as the case may be, in preference or priority to the holders of Class Three Partnership B-1 OP Preferred Units (the Partnership Units referred to in this paragraph being hereinafter referred to, collectively, as “"Senior Partnership OP Units”"); (bi) on a parity with the Class Three Partnership B-1 OP Preferred Units, as to the payment of distributions and as to the distribution of assets upon liquidation, dissolution or winding up, whether or not the distribution rates, distribution payment dates or redemption or liquidation prices per unit or other denomination thereof be different from those of the Class Three Partnership B-1 OP Preferred Units if (i) such class or series of Partnership OP Units shall be Class G Partnership Preferred Units, Class One Partnership A OP Preferred Units or Class Two Partnership D OP Preferred Units or Units, and (ii) on a parity with the Class B-1 OP Preferred Units, as to the payment of distributions or as to the distribution of assets upon liquidation, dissolution or winding up, as the case may be, whether or not the distribution rates, distribution payment dates or redemption or liquidation prices per unit or other denomination thereof be different from those of the Class B-1 OP Preferred Units if the holders of such class or series of Partnership OP Units and the Class Three Partnership B-1 OP Preferred Units shall be entitled to the receipt of distributions and or of amounts distributable upon liquidation, dissolution or winding up up, as the case may be, in proportion to their respective amounts of accrued and unpaid distributions per unit Unit or other denomination or liquidation preferences, without preference or priority one over the other (the Partnership OP Units referred to in clauses (i) and (ii) of this paragraph being hereinafter referred to, collectively, as “"Parity Partnership OP Units”"); and (ci) junior to the Class Three Partnership B-1 OP Preferred Units, as to the payment of distributions and as to the distribution of assets upon liquidation, dissolution or winding up, if (i) such class or series of Partnership OP Units shall be Partnership OP Common Units or Class I High Performance Partnership Units or and (ii) junior to the Class B-1 OP Preferred Units, as to the payment of distributions or as to the distribution of assets upon liquidation, dissolution or winding up, as the case may be, if the holders of Class Three Partnership B-1 OP Preferred Units shall be entitled to receipt of distributions or of amounts distributable upon liquidation, dissolution or winding up, as the case may be, in preference or priority to the holders of such class or series of Partnership OP Units (the Partnership OP Units referred to in clauses (i) and (ii) of this paragraph being hereinafter referred to, collectively, as “"Junior Partnership OP Units”").

Ranking. Any class or series of Partnership Units of the Partnership shall be deemed to rank: (a) prior or senior to the Class Three W Partnership Preferred Units, as to the payment of distributions and as to the distribution distributions of assets upon liquidation, dissolution or winding up, if the holders of such class or series shall be entitled to the receipt of distributions and of amounts distributable upon liquidation, dissolution or winding up, as the case may be, in preference or priority to the holders of Class Three W Partnership Preferred Units (the Partnership Units referred to in this paragraph being hereinafter referred to, collectively, as “Senior Partnership Units”); (b) on a parity with the Class Three W Partnership Preferred Units, as to the payment of distributions and as to the distribution of assets upon liquidation, dissolution or winding up, whether or not the distribution rates, distribution payment dates or redemption or liquidation prices per unit or other denomination thereof be different from those of the Class Three W Partnership Preferred Units if (i) such class or series of Partnership Units shall be Class G Partnership Preferred Units, Class T Partnership Preferred Units, Class U Partnership Preferred Units, Class V Partnership Preferred Units, Class One Partnership Preferred Units, Class Two Partnership Preferred Units, Class Three Partnership Preferred Units, Class Four Partnership Preferred Units, Class Six Partnership Preferred Units or Class Two Seven Partnership Preferred Units Units, or (ii) the holders of such class or series of Partnership Units and the Class Three W Partnership Preferred Units shall be entitled to the receipt of distributions and of amounts distributable upon liquidation, dissolution or winding up in proportion to their respective amounts of accrued and unpaid distributions per unit or other denomination or liquidation preferences, without preference or priority one over the other (the Partnership Units referred to in clauses (i) and (ii) of this paragraph being hereinafter referred to, collectively, as “Parity Partnership Units”); and (c) junior to the Class Three W Partnership Preferred Units, as to the payment of distributions and as to the distribution of assets upon liquidation, dissolution or winding up, if (i) such class or series of Partnership Units shall be Partnership Common Units or Units, Class I High Performance Partnership Units, Class VII High Performance Partnership Units, Class Five Partnership Preferred Units or Class Eight Partnership Preferred Units, or (ii) the holders of Class Three W Partnership Preferred Units shall be entitled to receipt of distributions or of amounts distributable upon liquidation, dissolution or winding up, as the case may be, in preference or priority to the holders of such class or series of Partnership Units (the Partnership Units referred to in clauses (i) and (ii) of this paragraph being hereinafter referred to, collectively, as “Junior Partnership Units”).