Common use of Ranking Clause in Contracts

Ranking. Any Class or Series of Units shall be deemed to rank: (A) prior to the Series AM Preferred Units, as to the payment of distributions and as to distribution of assets upon liquidation, dissolution or winding up of the Partnership, if the holders of such Class or Series of Units shall be entitled to the payment of distributions or the distribution of assets upon liquidation, dissolution or winding up, as the case may be, in preference or priority to the holders of Series AM Preferred Units, including all preferred units issued to the General Partner corresponding to preferred stock issued by the General Partner; (B) on a parity with the Series AM Preferred Units as to the payment of distributions and as to the distribution 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 be different from those of the Series AM Preferred Units, if the holders of such Class or Series of Units and the Series AM 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 and unpaid distributions per Unit or liquidation preferences, without preference or priority one over the other (“Parity Units”); (C) junior to the Series AM 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 Units shall be Junior Units; and (D) junior to the Series AM Preferred Units, as to the payment of distributions and as to the distribution of assets upon liquidation, dissolution or winding up of the Partnership, if such Class or Series of Units shall be Fully Junior Units.

Ranking. Any Class class or Series series of Partnership Units of the Partnership shall be deemed to rank: (A1) prior or senior to the Series AM Class B Partnership Preferred Units, as to the payment of distributions and as to distribution distributions of assets upon liquidation, dissolution or winding up of the Partnershipup, if the holders of such Class class or Series of Units series shall be entitled to the payment receipt of distributions or the distribution of assets amounts distributable upon liquidation, dissolution or winding up, as the case may be, in preference or priority to the holders of Series AM Class B Partnership Preferred Units ("Senior Partnership Units, including all preferred units issued to the General Partner corresponding to preferred stock issued by the General Partner"); (B2) on a parity with the Series AM Class B Partnership Preferred Units Units, as to the payment of distributions and as to the distribution of assets upon liquidation, dissolution or winding up of the Partnershipup, whether or not the distribution rates, distribution payment dates or redemption or liquidation prices per Unit unit or other denomination thereof be different from those of the Series AM Class B Partnership Preferred Units, if the holders of such Class class or Series series of Partnership Units and the Series AM Class B Partnership Preferred Units shall be entitled to the payment receipt of distributions and the distribution of assets amounts distributable upon liquidation, dissolution or winding up 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 (“"Parity Partnership Units”");; and (C3) junior to the Series AM Class B Partnership Preferred Units, as to the payment of distributions or as to the distribution of assets upon liquidation, dissolution or winding up of the Partnershipup, if such Class class or Series series of Partnership Units shall be Junior Units; and (D) junior Partnership Common Units or if the holders of Class B Preferred Partnership Units shall be entitled to the Series AM Preferred Units, as to the payment receipt of distributions and as to the distribution or of assets amounts distributable upon liquidation, dissolution or winding up up, as the case may be, in preference or priority to the holders of the Partnership, if such Class class or Series series of Partnership Units shall be Fully ("Junior Partnership Units").

Ranking. Any Class class or Series series of Units of the Partnership shall be deemed to rank: (Aa) prior junior to the Series AM Class A Preferred Units, Units as to the payment of distributions and as to the distribution of assets upon liquidation, dissolution or winding up of the Partnershipup, if (i) such class or series of Units shall be Common Units, or (ii) the holders of such Class or Series of A Preferred Units shall be entitled to the payment receipt of distributions or the distribution of assets amounts distributable upon liquidation, dissolution or winding up, as the case may be, in preference or priority to the holders of Series AM Preferred such class or series of Units (the Units referred to in clauses (i) and (ii) of this paragraph (a) being hereinafter referred to, collectively, as "Junior Partnership Units, including all preferred units issued to the General Partner corresponding to preferred stock issued by the General Partner;"); and (Bb) on a parity with the Series AM Class A Preferred Units as to the payment of distributions and as to the distribution of assets upon liquidation, dissolution or winding up of the Partnershipup, whether or not the distribution rates, distribution payment dates or redemption or liquidation prices per Unit unit or other denomination thereof be different from those of the Series AM Class A Preferred Units, if the holders of such Class class or Series series of Units (collectively, "Parity Partnership Units") and the Series AM Class A Preferred Units shall be entitled to the payment receipt of distributions and the distribution of assets amounts distributable upon liquidation, dissolution or winding up in proportion to their respective amounts of accrued accumulated and unpaid distributions per Unit unit or other denomination or liquidation preferences, without preference or priority one over the other (“Parity Units”); (C) junior to the Series AM 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 Units shall be Junior Units; and (D) junior to the Series AM Preferred Units, as to the payment of distributions and as to the distribution of assets upon liquidation, dissolution or winding up of the Partnership, if such Class or Series of Units shall be Fully Junior Unitsother.

Ranking. Any Class or The Series of A Preferred Units shall be deemed to rank: (A) prior to the Series AM Preferred Unitsshall, as to the payment of distributions and as with respect to distribution of assets rights and rights upon voluntary or involuntary liquidation, dissolution or winding up of the Partnership, rank: a. senior to any class or series of Partnership Units, if such class or series shall be Common Units or if the holders of such Class or Series of A Preferred Units shall be entitled to the payment receipt of distributions or the distribution of assets amounts distributable upon liquidation, dissolution or winding up, as the case may be, in preference or in priority to the holders of Series AM Preferred Units, including all preferred units issued to the General Partner corresponding to preferred stock issued by the General PartnerPartnership Units of such class or series; (B) b. on a parity with the Series AM Preferred Units as to the payment any class or series of distributions and as to the distribution 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 be different from those of the Series AM Preferred Partnership Units, if the holders of such Class other class or Series series of Partnership Units and the Series AM A Preferred Units shall be entitled to the payment receipt of distributions and the distribution of assets amounts distributable upon liquidation, dissolution or winding up in proportion to their respective amounts of accrued and unpaid distributions per Partnership Unit or liquidation preferencespreference, without preference or priority one over the other (“Parity Units”);other; and (C) c. junior to the Series AM Preferred any class or series of Partnership Units, as if the holders of such class or series of Partnership Units shall be entitled to the payment receipt of distributions or as to the distribution and of assets amounts distributable upon liquidation, dissolution or winding up up, as the case may be, in preference or in priority to the holders of the Partnership, if such Class or Series A Preferred Units. The Series A Preferred Units will also rank junior in right of Units shall be Junior Units; and (D) junior payment to the Series AM Preferred Units, as to the payment of distributions Partnership’s other existing and as to the distribution of assets upon liquidation, dissolution or winding up of the Partnership, if such Class or Series of Units shall be Fully Junior Unitsfuture debt obligations.

Ranking. Any Class class or Series series of Partnership Units shall be deemed to rank: (A) prior to the Series AM E Preferred Units, Units as to the payment of distributions and or as to distribution of assets upon liquidation, dissolution or winding up of the Partnership, if the holders of such Class class or Series series of Partnership Units shall be entitled to the payment receipt of distributions or the distribution of assets amounts distributable upon liquidation, dissolution or winding up, as the case may be, in preference or priority to the holders of Series AM E Preferred Units, including all preferred units issued to the General Partner corresponding to preferred stock issued by the General Partner; (B) on a parity with the Series AM E Preferred Units as to the payment of distributions and as to the distribution 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 Partnership Unit be different from those of the Series AM E Preferred Units, if the holders of such Class class or Series series of Partnership Units and the Series AM E Preferred Units shall be entitled to the payment receipt of distributions and the distribution of assets amounts distributable upon liquidation, dissolution or winding up 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 (“Parity Units”); as of the date hereof, the Series B Preferred Units, the Series C Preferred Units and the Series D Preferred Units constitute Parity Units; (C) junior to the Series AM E Preferred Units, 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 class or Series series of Partnership Units shall be Junior Units; and (D) junior to the Series AM E Preferred Units, Units as to the payment of distributions and as to the distribution of assets upon liquidation, dissolution or winding up of the Partnership, if such Class class or Series series of Partnership Units shall be Fully Junior Units.

Ranking. (i) Any Class class or Series series of Partnership Units shall be deemed to rank: (Aa) prior to the Series AM C Preferred Units, as to the payment of distributions and or as to distribution of assets upon liquidation, dissolution or winding up of the General Partner or the Partnership, if the holders of such Class class or Series series of Preferred Units shall be entitled to the payment receipt of distributions or the distribution of assets amounts distributable upon liquidation, dissolution or winding up, as the case may be, in preference or priority to the holders of Series AM C Preferred Units, including all preferred units issued to the General Partner corresponding to preferred stock issued by the General Partner; (Bb) on a parity with the Series AM Preferred Units as to the payment of distributions and as to the distribution 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 be different from those of the Series AM Preferred Units, if the holders of such Class or Series of Units and the Series AM 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 and unpaid distributions per Unit or liquidation preferences, without preference or priority one over the other (“Parity Units”); (C) junior to the Series AM C 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 C Preferred Units, if the holders of such Class Partnership Units of such class or series and the Series of C Preferred Units shall be Junior Unitsentitled 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 (Dc) junior to the Series AM C Preferred Units, as to the payment of distributions and or as to the distribution of assets upon liquidation, dissolution or winding up of the General Partner or the Partnership, if such Class class or Series series of Partnership Units shall be Fully Common Units or if the holders of Series C 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 of such class or series (“Junior Units”). (ii) 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 rank on a parity with the Series C 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 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 accumulated and unpaid distributions per Partnership Unit or liquidation preference, without preference or priority one over the other, except that: (a) the Series C 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 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 C Preferred Units and such other Partnership Units, as applicable, to the total amounts to be paid in respect of the Series C Preferred Units and such other Partnership Units taken together on the Partnership Record Date.

Ranking. Any Class class or Series series of Partnership Units shall be deemed to rank: (Aa) prior to the Series AM A Preferred Units, as to the payment of distributions and as to distribution of assets upon liquidation, dissolution or winding up of the General Partner or the Partnership, if the holders of such Class class or Series series of Preferred Units shall be entitled to the payment receipt of distributions or the distribution of assets amounts distributable upon liquidation, dissolution or winding up, as the case may be, in preference or priority to the holders of Series AM A Preferred Units, including all preferred units issued to the General Partner corresponding to preferred stock issued by the General Partner; (Bb) on a parity with the Series AM A Preferred Units Units, as to the payment of distributions and 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 AM A Preferred Units, if the holders of such Class Partnership Units of such class or Series of Units series and the Series AM A Preferred Units shall be entitled to the payment receipt of distributions and the distribution of assets amounts distributable upon liquidation, dissolution or winding up 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 (“Parity Units”);; and (Cc) junior to the Series AM A 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 class or Series series of Partnership Units shall be Junior Units; and (D) junior to Common Partnership Units or if the General Partner, in its capacity as the holder of Series AM A Preferred Units, as shall be entitled to the payment receipt of distributions and as to the distribution or of assets amounts distributable upon liquidation, dissolution or winding up up, as the case may be, in preference or priority to the holders of the PartnershipPartnership Units of such class or series, if and such Class class or Series series of Partnership Units shall be Fully not in either case rank prior to the Series A Preferred Units (“Junior Units”).

Ranking. (i) Any Class class or Series series of Partnership Units shall be deemed to rank: (Aa) prior to the Series AM D Preferred Units, as to the payment of distributions and or as to distribution of assets upon liquidation, dissolution or winding up of the General Partner or the Partnership, if the holders of such Class class or Series series of Preferred Units shall be entitled to the payment receipt of distributions or the distribution of assets amounts distributable upon liquidation, dissolution or winding up, as the case may be, in preference or priority to the holders of Series AM D Preferred Units, including all preferred units issued to the General Partner corresponding to preferred stock issued by the General Partner; (Bb) on a parity with the Series AM Preferred Units as to the payment of distributions and as to the distribution 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 be different from those of the Series AM Preferred Units, if the holders of such Class or Series of Units and the Series AM 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 and unpaid distributions per Unit or liquidation preferences, without preference or priority one over the other (“Parity Units”); (C) junior to the Series AM D 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 D Preferred Units, if the holders of such Class Partnership Units of such class or series and the Series of D Preferred Units shall be Junior Unitsentitled 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 (Dc) junior to the Series AM D Preferred Units, as to the payment of distributions and or as to the distribution of assets upon liquidation, dissolution or winding up of the General Partner or the Partnership, if such Class class or Series series of Partnership Units shall be Fully Common Units or if the holders of Series D 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 of such class or series (“Junior Units”). (ii) 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 rank on a parity with the Series D 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 D 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 D 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 J 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 D Preferred Units and such other Partnership Units, as applicable, to the total amounts to be paid in respect of the Series D Preferred Units and such other Partnership Units taken together on the Partnership Record Date.

Ranking. Any Class class or Series series of Partnership Units shall be deemed to rank: (Aa) prior to the Series AM A Preferred Units, as to the payment of distributions and as to distribution of assets upon liquidation, dissolution or winding up of the General Partner or the Partnership, if the holders of such Class class or Series series of Preferred Units shall be entitled to the payment receipt of distributions or the distribution of assets amounts distributable upon liquidation, dissolution or winding up, as the case may be, in preference or priority to the holders of Series AM A Preferred Units, including all preferred units issued to the General Partner corresponding to preferred stock issued by the General Partner; (Bb) on a parity with the Series AM A Preferred Units Units, as to the payment of distributions and 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 AM A Preferred Units, if the holders of such Class Partnership Units of such class or Series of Units series and the Series AM A Preferred Units shall be entitled to the payment receipt of distributions and the distribution of assets amounts distributable upon liquidation, dissolution or winding up 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 (“"Parity Units”");; and (Cc) junior to the Series AM A 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 class or Series series of Partnership Units shall be Junior Units; and (D) junior to Common Partnership Units or if the General Partner, in its capacity as the holder of Series AM A Preferred Units, as shall be entitled to the payment receipt of distributions and as to the distribution or of assets amounts distributable upon liquidation, dissolution or winding up up, as the case may be, in preference or priority to the holders of the PartnershipPartnership Units of such class or series, if and such Class class or Series series of Partnership Units shall be Fully not in either case rank prior to the Series A Preferred Units ("Junior Units").

Ranking. Any Class class or Series series of Units shall be deemed to rank: (A) prior to the Series AM Class E Preferred Units, as to the payment of distributions and as to distribution distributions of assets upon liquidation, dissolution or winding up of the Partnership, if the express terms of such class or series of Units provides that the holders of such Class class or Series series of Units shall be entitled to the payment of distributions or the distribution of assets upon liquidation, dissolution or winding up, as the case may be, in preference or priority to the holders of Series AM the Class E Preferred Units, including all preferred units issued to the General Partner corresponding to preferred stock issued by the General Partner; (B) on a parity with the Series AM Class E Preferred Units as to the payment of distributions and as to the distribution 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 be are different from those of the Series AM Class E Preferred Units, or if the express terms of such class or series of Units provide that the holders of such Class class or Series series of Units and the Series AM Class E 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 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 (“Parity Units”)other; (C) junior to the Series AM Class E Preferred Units, as to the payment of distributions or as to the distribution distributions of assets upon liquidation, dissolution or and winding up of the Partnership, as the case may be, if such Class class or Series series of Units shall be Junior Units; and (D) junior to the Series AM Class E Preferred Units, as to the payment of distributions and as to the distribution distributions of assets upon liquidation, dissolution or and winding up of the Partnership, Partnership if such Class class or Series series of Units shall be Fully Junior Units.

Ranking. Any Class class or Series series of Partnership Units of the Partnership shall be deemed to rank: (A1) prior or senior to the Series AM Class G Partnership Preferred Units, as to the payment of distributions and as to distribution distributions of assets upon liquidation, dissolution or winding up of the Partnershipup, if the holders of such Class class or Series of Units series shall be entitled to the payment receipt of distributions or the distribution of assets amounts distributable upon liquidation, dissolution or winding up, as the case may be, in preference or priority to the holders of Series AM Class G Partnership Preferred Units (“Senior Partnership Units, including all preferred units issued to the General Partner corresponding to preferred stock issued by the General Partner”); (B2) on a parity with the Series AM Class G Partnership Preferred Units Units, as to the payment of distributions and as to the distribution of assets upon liquidation, dissolution or winding up of the Partnershipup, whether or not the distribution rates, distribution payment dates or redemption or liquidation prices per Unit unit or other denomination thereof be different from those of the Series AM Class G Partnership Preferred Units, Units if the holders of such Class class or Series series of Partnership Units and the Series AM Class G Partnership Preferred Units shall be entitled to the payment receipt of distributions and the distribution of assets amounts distributable upon liquidation, dissolution or winding up 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 (“Parity Partnership Units”);; and (C3) junior to the Series AM Class G Partnership Preferred Units, as to the payment of distributions or as to the distribution of assets upon liquidation, dissolution or winding up of the Partnershipup, if such Class class or Series series of Partnership Units shall be Junior Units; and (D) junior Partnership Common Units or if the holders of Class G Preferred Partnership Units shall be entitled to the Series AM Preferred Units, as to the payment receipt of distributions and as to the distribution or of assets amounts distributable upon liquidation, dissolution or winding up up, as the case may be, in preference or priority to the holders of the Partnership, if such Class class or Series series of Partnership Units shall be Fully (“Junior Partnership Units”).

Ranking. Any Class (a) Senior to any class or Series series of Units shall be deemed to rank: (A) prior to the Series AM Preferred Units, as to the payment of distributions and as to distribution of assets upon liquidation, dissolution or winding up of the Partnership, if such class or series shall be Common Units or if the holders of such Class or Series of Two Preferred Units shall be entitled to the payment receipt of distributions or the distribution of assets amounts distributable upon liquidation, dissolution or winding up, as the case may be, in preference or priority to the holders of Series AM Preferred UnitsUnits of such class or series, including all preferred units issued to the General Partner corresponding to preferred stock issued by the General PartnerJunior Preferred Units ("Junior Units"); (Bb) on On a parity with the Series AM One Preferred Units, the Series Three Preferred Units as to the payment and with any other class or series of distributions and as to the distribution of assets upon liquidation, dissolution or winding up Units of the Partnership, whether or not the distribution rates, distribution payment dates or redemption or liquidation prices per Unit be different from those of the Series AM Preferred Units, if the holders of such Class other class or Series series of Units Unit and the Series AM Two Preferred Units shall be entitled to the payment receipt of distributions and the distribution of assets amounts distributable upon liquidation, dissolution or winding up in proportion to their respective amounts of accrued and unpaid distributions per Unit or liquidation preferences, without preference or priority one over the other (“"Parity Units”");; and (c) Junior only to (I) any indebtedness issued by the Partnership and (II) senior preferred units issued only to the General Partner having the same distribution rate, term, preferences and other material terms (including conversion rights) as preferred shares of stock (A) issued only for cash by the General Partner in a public offering, or (B) issued only for cash or property in an arm's length transaction (x) to one or more institutional investors who are (but for the preferred shares so issued) not affiliated with the Partnership, the General Partner or any Affiliate (as defined in Section 10) thereof and (y) not in connection with any other transaction or transactions with any of such Affiliates and (z) which would be permitted by Section 10 if such preferred shares were Junior Preferred Units, and (C) in either case, the entire cash proceeds (net of any arm's length commissions paid to third parties who are not Affiliates) of which are contributed by the General Partner to the Partnership and used by the Partnership solely for (i) the acquisition of assets to be held in the Partnership's business, (ii) capital expenditures or maintenance expenses in respect of assets held by the Partnership, (iii) other ordinary course expenses of the Partnership, or (iv) repayment of indebtedness of the Partnership (including indebtedness convertible into Junior Preferred Units or Common Units), and (v) none of which proceeds are used (AA) to purchase, redeem, retire or otherwise acquire directly or indirectly any Junior Preferred Units, Common Units, or shares of preferred stock junior to the Series AM A Preferred UnitsStock of the General Partner or common stock issued by the General Partner, as or options, warrants, rights to purchase or any other securities convertible into the foregoing (other than debt repayable pursuant to subclause (iv)) or (BB) to make distributions or to pay dividends in respect of any securities described in subclause (AA). Any references to the payment of distributions or as to the distribution of assets upon liquidation, dissolution or winding up term "Affiliate" in this Section 9(c) (including by way of the Partnership, if such Class or Series cross-reference and incorporation in clause (z) of Units the preceding sentence) shall have the meaning given thereto in the Amended and Restated By-laws of the General Partner as of the date hereof (except that the 5% threshold referred to therein shall be Junior Units; and (D) junior deemed for these purposes to the Series AM Preferred Units, as to the payment of distributions and as to the distribution of assets upon liquidation, dissolution or winding up of the Partnership, if such Class or Series of Units shall be Fully Junior Unitsa 10% threshold).

Ranking. Any Class class or Series series of Partnership Units of the Partnership shall be deemed to rank: (A1) prior or senior to the Series AM Class D Partnership Preferred Units, as to the payment of distributions and as to distribution distributions of assets upon liquidation, dissolution or winding up of the Partnershipup, if the holders of such Class class or Series of Units series shall be entitled to the payment receipt of distributions or the distribution of assets amounts distributable upon liquidation, dissolution or winding up, as the case may be, in preference or priority to the holders of Series AM Class D Partnership Preferred Units ("Senior Partnership Units, including all preferred units issued to the General Partner corresponding to preferred stock issued by the General Partner"); (B2) on a parity with the Series AM Class D Partnership Preferred Units Units, as to the payment of distributions and as to the distribution of assets upon liquidation, dissolution or winding up of the Partnershipup, whether or not the distribution rates, distribution payment dates or redemption or liquidation prices per Unit unit or other denomination thereof be different from those of the Series AM Class D Partnership Preferred Units if such Class or series of Partnership Units shall be Class B Partnership Preferred Units, Class C Partnership Preferred Units or if the holders of such Class class or Series series of Partnership Units and the Series AM Class D Partnership Preferred Units shall be entitled to the payment receipt of distributions and the distribution of assets amounts distributable upon liquidation, dissolution or winding up 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 (“"Parity Partnership Units”"); (C) junior to the Series AM 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 Units shall be Junior Units; and (D) junior to the Series AM Preferred Units, as to the payment of distributions and as to the distribution of assets upon liquidation, dissolution or winding up of the Partnership, if such Class or Series of Units shall be Fully Junior Units.

Ranking. Any Class class or Series series of Membership Units of the Company shall be deemed to rank: (Aa) prior to the Series AM C Preferred Units, as to the payment of distributions and as to distribution of assets upon liquidation, dissolution or winding up of the Partnershipup, if the holders of such Class class or Series of Units series shall be entitled to the payment receipt of distributions or the distribution of assets amounts distributable upon liquidation, dissolution or winding up, as the case may be, in preference or priority to the holders of Series AM C Preferred Units, including all preferred units issued to the General Partner corresponding to preferred stock issued by the General Partner; (Bb) on a parity with the Series AM C Preferred Units Units, as to the payment of distributions and as to the distribution of assets upon liquidation, dissolution or winding up of the Partnershipup, whether or not the distribution rates, distribution payment dates or redemption or liquidation prices per Unit unit thereof be different from those of the Series AM C Preferred Units, if the holders of such Class class or Series of Units series and the Series AM C Preferred Units shall be entitled to the payment receipt of distributions and the distribution of assets amounts distributable upon liquidation, dissolution or winding up in proportion to their respective amounts of accrued and unpaid distributions dividends per Unit unit or liquidation preferences, without preference or priority one over the other other, which includes the 8.50% Series A Cumulative Redeemable Membership Units and the 8.25% Series B Cumulative Redeemable Membership Units of the Company (“Parity Units”); (Cc) junior to the Series AM C Preferred Units, as to the payment of distributions or as to the distribution of assets upon liquidation, dissolution or winding up of the Partnershipup, if such Class class or Series of Units series shall be Junior Units; and (Dd) junior to the Series AM C Preferred Units, as to the payment of distributions and as to the distribution of assets upon liquidation, dissolution or winding up of the Partnershipup, if such Class class or Series of Units series shall be Fully Junior Units.

Ranking. (i) Any Class class or Series series of Partnership Units shall be deemed to rank: (Aa) prior to the Series AM G Preferred Units, as to the payment of distributions and as to distribution of assets upon liquidation, dissolution or winding up of the General Partner or the Partnership, if the holders of such Class class or Series series of Preferred Units shall be entitled to the payment receipt of distributions or the distribution of assets amounts distributable upon liquidation, dissolution or winding up, as the case may be, in preference or priority to the holders of Series AM G Preferred Units, including all preferred units issued to the General Partner corresponding to preferred stock issued by the General Partner; (Bb) on a parity with the Series AM G Preferred Units Units, as to the payment of distributions and 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 AM G Preferred Units, if the holders of such Class Partnership Units of such class or Series of Units series and the Series AM G Preferred Units shall be entitled to the payment receipt of distributions and the distribution of assets amounts distributable upon liquidation, dissolution or winding up 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 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 (“Parity Units”);; and (Cc) junior to the Series AM G 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 class or Series series of Partnership Units shall be Class A Units or if the holders of Series G 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 of such class or series (“Junior Units; and”). (Dii) junior The Series A Preferred Units, Series B-1 Convertible Preferred Units, the Series B-2 Convertible Restricted Preferred Units, Series B Pass-Through Preferred Units, Series C-1 Convertible Preferred Units, Series C Pass-Through Preferred Units, Series D-1 Preferred Units, Series D-2 Preferred Units, Series D-3 Preferred Units, Series D-4 Preferred Units, Series D-5 Preferred Units, Series D-6 Preferred Units, Series D-7 Preferred Units, Series D-8 Preferred Units, Series D-9 Preferred Units, Series D-10 Preferred Units, Series D-11 Preferred Units, Series D-12 Preferred Units, Series F-1 Convertible Preferred Units and Series F-1 Preferred Units shall be Parity Units with respect to the Series AM F Preferred Units and the holders of the Series F Preferred Units and Series A Preferred Units, as Series B-1 Convertible Preferred Units, the Series B-2 Restricted Preferred Units, Series B Pass-Through Preferred Units, Series C-1 Preferred Units, Series C Pass-Through Preferred Units, Series D-1 Preferred Units, Series D-2 Preferred Units, Series D-3 Preferred Units, Series D-4 Preferred Units, Series D-5 Preferred Units, Series D-6 Preferred Units, Series D-7 Preferred Units, Series D-8 Preferred Units, Series D-9 Preferred Units, Series D-10 Preferred Units, Series D-11 Preferred Units, Series D-12 Preferred Units, Series E-1 Convertible Preferred Units, Series E Cumulative Redeemable Preferred Units and Series F-1 Preferred Units shall be entitled to the payment receipt of distributions and as to the distribution of assets 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 Partnershipother, if such Class or except in the case of distributions on the Series B-2 Restricted Preferred Units to the extent not payable due to a lack of funds in the Nongovernmental Account and except that: i) the Series G Preferred Units shall be Fully Junior 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, except to the extent that distributions on the Series B-2 Restricted Preferred Units may not be paid due to a lack of funds in the Nongovernmental Account; and ii) Distributions made pursuant to Subsections G(ii)(a) of this Exhibit AC 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 G Preferred Units and such other Partnership Units, as applicable, to the total amounts to be paid in respect of the Series G Preferred Units and such other Partnership Units taken together on the Partnership Record Date, except in the case of distributions on the Series B-2 Restricted Preferred Units to the extent such distributions may not be paid due to a lack of funds in the Nongovernmental Account.

Ranking. Any Class class or Series series of Partnership Units shall be deemed to rank: (A) prior to the Series AM C Preferred Units, as to the payment of distributions and as to distribution of assets upon liquidation, dissolution or winding up of the Partnership, if the holders of such Class class or Series series of Partnership Units shall be entitled to the payment receipt of distributions or the distribution of assets amounts distributable upon liquidation, dissolution or winding up, as the case may be, in preference or priority to the holders of Series AM C Preferred Units, including all preferred units issued to the General Partner corresponding to preferred stock issued by the General Partner; (B) on a parity with the Series AM C Preferred Units as to the payment of distributions and as to the distribution 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 Partnership Unit be different from those of the Series AM C Preferred Units, if the holders of such Class class or Series series of Partnership Units and the Series AM C Preferred Units shall be entitled to the payment receipt of distributions and the distribution of assets amounts distributable upon liquidation, dissolution or winding up 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 (“"Parity Units”"); (C) junior to the Series AM 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 class or Series series of Partnership Units shall be Junior Units; and (D) junior to the Series AM C Preferred Units, as to the payment of distributions and as to the distribution of assets upon liquidation, dissolution or winding up of the Partnership, if such Class class or Series series of Partnership Units shall be Fully Junior Units.;

Ranking. (a) Any Class class or Series series of Partnership Units shall be deemed to rank: (Ai) prior to the Series AM C Preferred Units, as to the payment of distributions and or as to distribution of assets upon liquidation, dissolution or winding up of the Company or the Partnership, if the holders of such Class class or Series series of Preferred Units shall be entitled to the payment receipt of distributions or the distribution of assets amounts distributable upon liquidation, dissolution or winding up, as the case may be, in preference or priority to the holders of Series AM C Preferred Units, including all preferred units issued to the General Partner corresponding to preferred stock issued by the General Partner; (Bii) on a parity with the Series AM Preferred Units as to the payment of distributions and as to the distribution 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 be different from those of the Series AM Preferred Units, if the holders of such Class or Series of Units and the Series AM 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 and unpaid distributions per Unit or liquidation preferences, without preference or priority one over the other (“Parity Units”); (C) junior to the Series AM C 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 C Preferred Units, if the holders of such Class Partnership Units of such class or series and the Series of C Preferred Units shall be Junior Unitsentitled 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 (Diii) junior to the Series AM C Preferred Units, as to the payment of distributions and or as to the distribution of assets upon liquidation, dissolution or winding up of the Company or the Partnership, if such Class class or Series series of Partnership Units shall be Fully Junior Common Units or if the holders of Series C 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 of such class or series. (b) As of the date hereof, 2,466,689 issued and outstanding Series A Preferred Units, 13,998,905 issued and outstanding Series B Preferred Units, 8,000,000 issued and outstanding Series D Preferred Units and 10,000,000 issued and outstanding Series E Preferred Units are Parity Preferred Units with respect to the Series C Preferred Units. (c) The holders of 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 accumulated and unpaid distributions per Partnership Unit or liquidation preference, without preference or priority one over the other, except that: (i) the Series C 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 of the Agreement; and (ii) Distributions made pursuant to Section 18.6(c)(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 C Preferred Units and such other Partnership Units, as applicable, to the total amounts to be paid in respect of the Series C Preferred Units and such other Partnership Units taken together on the Partnership Record Date.

Ranking. Any Class class or Series series of Units units of the Partnership shall be deemed to rank: (Aa) prior to the Series AM A Cumulative Convertible Preferred Units, as to the payment of distributions and as to distribution of assets upon liquidation, dissolution or winding up of the Partnershipup, if the holders of such Class class or Series of Units series shall be entitled to the payment receipt of distributions or the distribution of assets amounts distributable upon liquidation, dissolution or winding up, as the case may be, in preference or priority to the holders of Series AM A Cumulative Convertible Preferred Units, including all preferred units issued to the General Partner corresponding to preferred stock issued by the General Partner; (Bb) on a parity with the Series AM A Cumulative Convertible Preferred Units Units, as to the payment of distributions and as to the distribution of assets upon liquidation, dissolution or winding up of the Partnershipup, whether or not the distribution rates, distribution payment dates or redemption or liquidation prices per Unit unit thereof be different from those of the Series AM A Cumulative Convertible Preferred Units, if the holders of such Class class of units or Series of Units series and the Series AM A Cumulative Convertible Preferred Units shall be entitled to the payment receipt of distributions and the distribution of assets amounts distributable upon liquidation, dissolution or winding up in proportion to their respective amounts of accrued and unpaid distributions per Unit unit or liquidation preferences, without preference or priority one over the other (“Parity Units”);; and (Cc) junior to the Series AM A Cumulative Convertible Preferred Units, as to the payment of distributions or as to the distribution of assets upon liquidation, dissolution or winding up of the Partnershipup, if such units or series shall be Class A Units or if the holders of the Series of A Cumulative Convertible Preferred Units shall be Junior Units; and (D) junior entitled to the Series AM Preferred Units, as to the payment receipt of distributions and as to the distribution or of assets amounts distributable upon liquidation, dissolution or winding up up, as the case may be, in preference or priority to the holders of the Partnership, if such Class units or Series of Units shall be Fully series (“Junior Units”).

Ranking. (i) Any Class class or Series series of Partnership Units shall be deemed to rank: (Aa) prior to the Series AM B Preferred Units, as to the payment of distributions and as to distribution of assets upon liquidation, dissolution or winding up of the General Partner or the Partnership, if the holders of such Class class or Series series of Preferred Units shall be entitled to the payment receipt of distributions or the distribution of assets amounts distributable upon liquidation, dissolution or winding up, as the case may be, in preference or priority to the holders of Series AM B Preferred Units, including all preferred units issued to the General Partner corresponding to preferred stock issued by the General Partner; (Bb) on a parity with the Series AM B Preferred Units Units, as to the payment of distributions and 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 AM B Preferred Units, if the holders of such Class Partnership Units of such class or Series of Units series and the Series AM B Preferred Units shall be entitled to the payment receipt of distributions and the distribution of assets amounts distributable upon liquidation, dissolution or winding up 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 (“Parity Units”);; and (Cc) junior to the Series AM B 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 class or Series series of Partnership Units shall be Junior Units; and (D) junior to Common Units or if the holders of Series AM B 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 payment holders of Partnership Units of such class or series (“Junior Units”). (ii) As of the date hereof, 2,400,000 issued and outstanding Series A Preferred Units are Parity Units. (iii) The holders of Series B Preferred Units shall be entitled to the receipt of distributions and as to the distribution of assets 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 Partnershipother, if such Class or except that: (a) the Series of B Preferred Units shall be Fully Junior 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 H 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 B Preferred Units and such other Partnership Units, as applicable, to the total amounts to be paid in respect of the Series B Preferred Units and such other Partnership Units taken together on the Partnership Record Date.

Ranking. Any Class class or Series series of Units shall be deemed to rank: (Aa) prior senior to the Series AM Preferred Class A Units, as to the payment of distributions and or as to the distribution of assets upon liquidation, dissolution or winding up of the Partnershipup, if the holders of such Class or Series of Units shall be entitled to the payment receipt of distributions or the distribution of assets amounts distributable upon liquidation, dissolution or winding up, as the case may be, in preference or priority to the holders Holders of Series AM Class A Preferred Units ("Partnership Senior Units, including all preferred units issued to the General Partner corresponding to preferred stock issued by the General Partner"); (Bb) on a parity with the Series AM Class A Preferred Units Units, as to the payment of distributions and as to the distribution of assets upon liquidation, dissolution or winding up of the Partnershipup, whether or not the distribution rates, distribution payment dates or redemption or liquidation prices per Unit be thereof are different from those of the Series AM Class A Preferred Units, if the holders of such Class class or Series series of Units and the Series AM Class A Preferred Units shall be entitled to the payment receipt of distributions and the distribution of assets amounts distributable upon liquidation, dissolution or winding up in proportion to their respective amounts of accrued and unpaid distributions per Unit or liquidation preferences, without preference or priority one over the other (“"Partnership Parity Units”");; and (Cc) subject to Section 3(d), junior to the Series AM Class A Preferred Units, as to the payment of distributions or as to the distribution of assets upon liquidation, dissolution or winding up of the Partnershipup, if such they are Partnership Common Units or the Holders of Class or Series of A Preferred Units shall be Junior Units; and (D) junior entitled to the Series AM Preferred Units, as to the payment receipt of distributions and as to the distribution or of assets amounts distributable upon liquidation, dissolution or winding up 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 shall not in either case rank prior to the Partnership, if such Class or Series of A Preferred Units shall be Fully ("Partnership Junior Units").

Ranking. (i) Any Class class or Series series of Partnership Units shall be deemed to rank: (Aa) prior to the Series AM F-1 Preferred Units, as to the payment of distributions and as to distribution of assets upon liquidation, dissolution or winding up of the General Partner or the Partnership, if the holders of such Class class or Series series of Partnership Units shall be entitled to the payment receipt of distributions or the distribution of assets amounts distributable upon liquidation, dissolution or winding up, as the case may be, in preference or priority to the holders of Series AM F-1 Preferred Units, including all preferred units issued to the General Partner corresponding to preferred stock issued by the General Partner; (Bb) on a parity with the Series AM F-1 Preferred Units Units, as to the payment of distributions and 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 are different from those of the Series AM F-1 Preferred Units, if the holders of such Class Partnership Units of such class or Series of Units series and the Series AM F-1 Preferred Units shall be entitled to the payment receipt of distributions and the distribution of assets amounts distributable upon liquidation, dissolution or winding up 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 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 (“"Parity Units”");; and (Cc) junior to the Series AM F-1 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 class or Series series of Partnership Units shall be Class A Units or if the holders of Series F-1 Preferred Units shall be entitled to receive distributions or 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; and"). (Dii) junior The Series A Preferred Units shall be Parity Units with respect to the Series AM F-1 Preferred Units, as Units and the holders of the Series F-1 Preferred Units and the Series A Preferred Units shall be entitled to the payment of receive distributions and as to the distribution of assets amounts distributable upon liquidation, dissolution or winding up in proportion to their respective amounts of (a) For so long as the Class D Units are outstanding, the Series F-1 Preferred Units shall not rank senior to the Class D Units as to preferential distributions or redemption or voting rights. For so long as the Class D Units are outstanding, the Series F-1 Preferred Units shall receive: (i) accumulated and unpaid distributions on a basis pari passu with distributions made to the holders of any outstanding Class D Units pursuant to Subsection 5.1.B(ii) of the PartnershipAgreement and (ii) other distributions on a basis pari passu with distributions made to the holders of any outstanding Class D Units pursuant to Subsection 5.1.B(iii) of the Agreement. (b) When the Class D Units are no longer outstanding, the Series F-1 Preferred Units 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, except to the extent that distributions on the Series B-2 Restricted Preferred Units may not be paid due to a lack of funds in the Nongovernmental Account. (c) Distributions made pursuant to Subsections F(ii)(a) and F(ii)(b) of this Exhibit R 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 F-1 Preferred Units and such other Partnership Units, as applicable, to the total amounts to be paid in respect of the Series F-1 Preferred Units and such other Partnership Units taken together on the Partnership Record Date, except in the case of distributions on the Series B-2 Restricted Preferred Units to the extent such distribution may not be paid due to a lack of funds in the Nongovernmental Account. (iii) For purposes of allocations of items made pursuant to Article VI of the Agreement: (a) As long as the Class or D Units are outstanding, the Series of F-1 Preferred Units shall be Fully Junior allocated items pari passu with the allocation of items to the holders of Class D Units in respect of their priority payments (i.e., as allocated in Section 6.1.A (iii) and (iv) and Section 6.1.B (viii) and (ix) of the Agreement) and shall share in those allocations in a pro rata manner based on the distributions and allocations of items, as applicable, made to such Partnership Units, as applicable; references to Class D Units in Article VI of the Agreement shall be deemed to also refer to Series F-1 Preferred Units except that references to distributions made to the (b) When the Class D Units are no longer outstanding, the Series F-1 Preferred Units shall be allocated items pari passu with the allocation of items to holders of Preference Units (i.e., as allocated in Section 6.1.A (ii) and Section 6.1.B (x) of the Agreement) and shall share in those allocations in a pro rata manner based on the distributions and allocations of items, as applicable, made to Preference Units, as applicable; references to Preference Units in Article VI of the Agreement shall be deemed to also refer to Series F-1 Preferred Units except that references to distributions made to Preference Units shall be deemed to refer to distributions made to the Series F-1 Preferred Units in a pro rata manner with such distributions, if any, made to the Preference Units.

Ranking. 1. Any Class class or Series series of Partnership Units shall be deemed to rank: (Aa) prior to the Series AM D-14 Preferred Units, as to the payment of distributions and as to distribution of assets upon liquidation, dissolution or winding up of the General Partner or the Partnership, if the holders of such Class class or Series series of Partnership Units shall be entitled to the payment receipt of distributions or the distribution of assets amounts distributable upon liquidation, dissolution or winding up, as the case may be, in preference or priority to the holders of Series AM D-14 Preferred Units, including all preferred units issued to the General Partner corresponding to preferred stock issued by the General Partner; (Bb) on a parity with the Series AM D-14 Preferred Units Units, as to the payment of distributions and 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 AM D-14 Preferred Units, if the holders of such Class Partnership Units of such class or Series of Units series and the Series AM D-14 Preferred Units shall be entitled to the payment receipt of distributions and the distribution of assets amounts distributable upon liquidation, dissolution or winding up 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 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 (“Parity Units”);; and (Cc) junior to the Series AM D-14 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 class or Series series of Partnership Units shall be Class A Units or if the holders of Series D-14 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; and”). (D) junior 2. The Series A Preferred Units, Series B-1 Convertible Preferred Units, the Series B-2 Convertible Restricted Preferred Units, Series B Pass-Through Preferred Units, Series C-1 Convertible Preferred Units, Series C Pass-Through Preferred Units, Series D-1 Preferred Units, Series D-2 Preferred Units, Series D-3 Preferred Units, Series D-4 Preferred Units, Series D-5 Preferred Units, Series D-6 Preferred Units, Series D-7 Preferred Units, Series D-8 Preferred Units, Series D-9 Preferred Units, Series D-10 Preferred Units, Series D-11 Preferred Units, Series X-00 Xxxxxxxxx Xxxxx, X-00 Preferred Units, Series E-1 Convertible Preferred Units, Series E Preferred Units, Series F-1 Preferred Units, Series F Preferred Units, Series G Preferred Units, Series H Preferred Units and Series I Preferred Units shall be Parity Units with respect to the Series AM D-14 Preferred Units and the holders of the Series D-14 Preferred Units and Series A Preferred Units, as Series B-1 Convertible Preferred Units, the Series B-2 Restricted Preferred Units, Series B Pass-Through Preferred Units, Series C-1 Convertible Preferred Units, Series C Pass-Through Preferred Units, Series D-1 Preferred Units, Series D-2 Preferred Units, Series D-3 Preferred Units, Series D-4 Preferred Units, Series D-5 Preferred Units, Series D-6 Preferred Units, Series D-7 Preferred Units, Series D-8 Preferred Units, Series D-9 Preferred Units, Series D-10 Preferred Units, Series D-11 Preferred Units, Series X-00 Xxxxxxxxx Xxxxx, X-00 Preferred Units, Series E-1 Convertible Preferred Units, Series E Preferred Xxxxx, Series F-1 Preferred Units, Series F Preferred Units, Series G Preferred Units, Series H Preferred Units and Series I Preferred Units shall be entitled to the payment receipt of distributions and as to the distribution of assets 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 Partnershipother, if such Class or except in the case of distributions on the Series B-2 Restricted Preferred Units to the extent not payable due to a lack of funds in the Nongovernmental Account and except that: a) the Series D-14 Preferred Units shall be Fully Junior 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, except to the extent that distributions on the Series B-2 Restricted Preferred Units may not be paid due to a lack of funds in the Nongovernmental Account; and b) Distributions made pursuant to Subsections G(ii)(a) of this Exhibit AG 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 D-14 Preferred Units and such other Partnership Units, as applicable, to the total amounts to be paid in respect of the Series D-14 Preferred Units and such other Partnership Units taken together on the Partnership Record Date, except in the case of distributions on the Series B-2 Restricted Preferred Units to the extent such distributions may not be paid due to a lack of funds in the Nongovernmental Account. 3. For purposes of allocations of items made pursuant to Article VI of the Agreement, the Series D-14 Preferred Units shall be Preference Units and shall be allocated items pari passu with the allocation of items to holders of Preference Units (i.e., as allocated in Section 6.1.A (ii) and Section 6.1.B (x) of the Agreement) and shall share in those allocations in a pro rata manner based on the distributions and allocations of items, as applicable, made to Preference Units, as applicable; references to Preference Units in Article VI of the Agreement shall be deemed to also refer to Series D-14 Preferred Units except that references to distributions made to Preference Units shall be deemed to refer to distributions made to the Series D-14 Preferred Units in a pro rata manner with such distributions, if any, made to the Preference Units.

Ranking. (i) Any Class class or Series series of Partnership Units shall be deemed to rank: (Aa) prior to the Series AM F Preferred Units, as to the payment of distributions and as to distribution of assets upon liquidation, dissolution or winding up of the General Partner or the Partnership, if the holders of such Class class or Series series of Preferred Units shall be entitled to the payment receipt of distributions or the distribution of assets amounts distributable upon liquidation, dissolution or winding up, as the case may be, in preference or priority to the holders of Series AM F Preferred Units, including all preferred units issued to the General Partner corresponding to preferred stock issued by the General Partner; (Bb) on a parity with the Series AM F Preferred Units Units, as to the payment of distributions and 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 AM F Preferred Units, if the holders of such Class Partnership Units of such class or Series of Units series and the Series AM F Preferred Units shall be entitled to the payment receipt of distributions and the distribution of assets amounts distributable upon liquidation, dissolution or winding up 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 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 (“"Parity Units”");; and (Cc) junior to the Series AM F 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 class or Series series of Partnership Units shall be Class A Units or if the holders of Series F 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 of such class or series ("Junior Units; and"). (Dii) junior The Series A Preferred Units, Series B-1 Convertible Preferred Units, the Series B-2 Convertible Restricted Preferred Units, Series B Pass-Through Preferred Units, Series C-1 Convertible Preferred Units, Series C Pass-Through Preferred Units, Series D-1 Preferred Units, Series D-2 Preferred Units, Series D-3 Preferred Units, Series D-4 Preferred Units, Series D-5 Preferred Units, Series D-6 Preferred Units, Series D-7 Preferred Units, Series D-8 Preferred Units, Series D-9 Preferred Units, Series D-10 Preferred Units, Series D-11 Preferred Units, Series F-1 Convertible Preferred Units and Series F-1 Preferred Units shall be Parity Units with respect to the Series AM F Preferred Units and the holders of the Series F Preferred Units and Series A Preferred Units, as Series B-1 Convertible Preferred Units, the Series B-2 Restricted Preferred Units, Series B Pass-Through Preferred Units, Series C-1 Preferred Units, Series C Pass-Through Preferred Units, Series D-1 Preferred Units, Series D-2 Preferred Units, Series D-3 Preferred Units, Series D-4 Preferred Units, Series D-5 Preferred Units, Series D-6 Preferred Units, Series D-7 Preferred Units, Series D-8 Preferred Units, Series D-9 Preferred Units, Series D-10 Preferred Units, Series D-11 Preferred Units, Series E-1 Convertible Preferred Units, Series E Cumulative Redeemable Preferred Units and Series F-1 Preferred Units shall be entitled to the payment receipt of distributions and as to the distribution of assets 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 Partnershipother, if such Class or except in the case of distributions on the Series B-2 Restricted Preferred Units to the extent not payable due to a lack of funds in the Nongovernmental Account and except that: the Series F Preferred Units shall be Fully Junior 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, except to the extent that distributions on the Series B-2 Restricted Preferred Units may not be paid due to a lack of funds in the Nongovernmental Account; and Distributions made pursuant to Subsections G(ii)(a) of this Exhibit Z 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 F Preferred Units and such other Partnership Units, as applicable, to the total amounts to be paid in respect of the Series F Preferred Units and such other Partnership Units taken together on the Partnership Record Date, except in the case of distributions on the Series B-2 Restricted Preferred Units to the extent such distributions may not be paid due to a lack of funds in the Nongovernmental Account.

Ranking. (i) Any Class class or Series series of Partnership Units shall be deemed to rank: (Aa) prior to the Series AM D-5 Preferred Units, as to the payment of distributions and as to distribution of assets upon liquidation, dissolution or winding up of the General Partner or the Partnership, if the holders of such Class class or Series series of Partnership Units shall be entitled to the payment receipt of distributions or the distribution of assets amounts distributable upon liquidation, dissolution or winding up, as the case may be, in preference or priority to the holders of Series AM D-5 Preferred Units, including all preferred units issued to the General Partner corresponding to preferred stock issued by the General Partner; (Bb) on a parity with the Series AM D-5 Preferred Units Units, as to the payment of distributions and 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 AM D-5 Preferred Units, if the holders of such Class Partnership Units of such class or Series of Units series and the Series AM D-5 Preferred Units shall be entitled to the payment receipt of distributions and the distribution of assets amounts distributable upon liquidation, dissolution or winding up 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 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 (“"Parity Units”");; and (Cc) junior to the Series AM D-5 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 class or Series series of Partnership Units shall be Class A Units or if the holders of Series D-5 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 of such class or series ("Junior Units; and"). (Dii) junior The Series A Preferred Units, Series B Pass-Through Preferred Units and Series C Pass-Through Preferred Units shall be Parity Units with respect to the Series AM D-5 Preferred Units and the holders of the Series D-5 Preferred Units and Series A Preferred Units, as Series B Pass-Through Preferred Units and Series C Pass-Through Preferred Units shall be entitled to the payment receipt of distributions and as to the distribution of assets 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, except in the case of distributions on the Series B-2 Restricted Preferred Units to the extent not payable due to a lack of funds in the Nongovernmental Account and except that: (a) For so long as the Class D Units are outstanding, the Series D-5 Preferred Units shall not rank senior to the Class D Units as to preferential distributions or redemption or voting rights. For so long as the Class D Units are outstanding, the Series D-5 Preferred Units shall receive: (i) accumulated and unpaid distributions on a basis pari passu with distributions made to the holders of any outstanding Class D Units pursuant to Subsection 5.1.B(ii) of the PartnershipAgreement and (ii) other distributions on a basis pari passu with distributions made to the holders of any outstanding Class D Units pursuant to Subsection 5.1.B(iii) of the Agreement. (b) When the Class D Units are no longer outstanding, if such Class or the Series of D-5 Preferred Units shall be Fully Junior 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, except to the extent that distributions on the Series B-2 Xxxxxxxxxx Xxxxxxxxx Xxxts may not be paid due to a lack of funds in the Nongovernmental Account. (c) Distributions made pursuant to Subsections G(ii)(a) and G(ii)(b) of this Exhibit R 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 D-5 Preferred Units and such other Partnership Units, as applicable, to the total amounts to be paid in respect of the Series D-5 Preferred Units and such other Partnership Units taken together on the Partnership Record Date, except in the case of distributions on the Series B-2 Restricted Preferred Units to the extent such distribution may not be paid due to a lack of funds in the Nongovernmental Account. (iii) For purposes of allocations of items made pursuant to Article VI of the Agreement: (a) As long as the Class D Units are outstanding, the Series D-5 Preferred Units shall be allocated items pari passu with the allocation of items to the holders of Class D Units in respect of their priority payments (i.e., as allocated in Section 6.1.A (iii) and (vi) and Section 6.1.B (viii) and (ix) of the Agreement) and shall share in those allocations in a pro rata manner based on the distributions and allocations of items, as applicable, made to such Partnership Units, as applicable; references to Class D Units in Article VI of the Agreement shall be deemed to also refer to Series D-5 Preferred Units except that references to distributions made to the Class D Units shall be deemed to refer to distributions made to the Series D-5 Preferred Units in a pro rata manner with such distributions made to the Class D Units. (b) When the Class D Units are no longer outstanding, the Series D-5 Preferred Units shall be Preference Units and shall be allocated items pari passu with the allocation of items to holders of Preference Units (i.e., as allocated in Section 6.1.A (ii) and Section 6.1.B (x) of the Agreement) and shall share in those allocations in a pro rata manner based on the distributions and allocations of items, as applicable, made to Preference Units, as applicable; references to Preference Units in Article VI of the Agreement shall be deemed to also refer to Series D-5 Preferred Units except that references to distributions made to Preference Units shall be deemed to refer to distributions made to the Series D-5 Preferred Units in a pro rata manner with such distributions, if any, made to the Preference Units.

Ranking. Any Class class or Series series of Units units of the Partnership shall be deemed to rank: (Aa) prior to the Series AM B Preferred Units, as to the payment of distributions and as to distribution of assets upon liquidation, dissolution or winding up of the Partnershipup, if the holders of such Class class or Series of Units series shall be entitled to the payment receipt of distributions or the distribution of assets amounts distributable upon liquidation, dissolution or winding up, as the case may be, in preference or priority to the holders of Series AM B Preferred Units, including all preferred units issued to the General Partner corresponding to preferred stock issued by the General Partner; (Bb) on a parity with the Series AM B Preferred Units Units, as to the payment of distributions and as to the distribution of assets upon liquidation, dissolution or winding up of the Partnershipup, whether or not the distribution rates, distribution payment dates or redemption or liquidation prices per Unit unit thereof be different from those of the Series AM B Preferred Units, if the holders of such Class class of units or Series of Units series and the Series AM B Preferred Units shall be entitled to the payment receipt of distributions and the distribution of assets amounts distributable upon liquidation, dissolution or winding up in proportion to their respective amounts of accrued and unpaid distributions per Unit unit or liquidation preferences, without preference or priority one over the other (“"PARITY UNITS"); the Series A Cumulative Convertible Preferred Units shall be Parity Units”); (C) junior Units with respect to the Series AM 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 Units shall be Junior Units; and (D) junior to the Series AM Preferred Units, as to the payment of distributions and as to the distribution of assets upon liquidation, dissolution or winding up of the Partnership, if such Class or Series of Units shall be Fully Junior Units.

Ranking. (i) Any Class class or Series series of Partnership Units shall be deemed to rank: (Aa) prior to the Series AM C-1 Preferred Units, as to the payment of distributions and as to distribution of assets upon liquidation, dissolution or winding up of the General Partner or the Partnership, if the holders of such Class class or Series series of Preferred Units shall be entitled to the payment receipt of distributions or the distribution of assets amounts distributable upon liquidation, dissolution or winding up, as the case may be, in preference or priority to the holders of Series AM C-1 Preferred Units, including all preferred units issued to the General Partner corresponding to preferred stock issued by the General Partner; (Bb) on a parity with the Series AM C-1 Preferred Units Units, as to the payment of distributions and 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 AM C-1 Preferred Units, if the holders of such Class Partnership Units of such class or Series of Units series and the Series AM C-1 Preferred Units shall be entitled to the payment receipt of distributions and the distribution of assets amounts distributable upon liquidation, dissolution or winding up 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 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 (“"Parity Units”");; and (Cc) junior to the Series AM C-1 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 class or Series series of Partnership Units shall be Junior Common Partnership Units or if the General Partner, in its capacity as the holder of Series C-1 Preferred Units; and (D) junior , 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 of such class or series, and such class or series of Partnership Units shall not in either case rank prior to the Series AM C-1 Preferred Units ("Junior Units"). (ii) The Series A Preferred Units and Series B Preferred Units shall be Parity Units with respect to the Series C-1 Preferred Units and the holders of the Series C-1 Preferred Units, as the Series A Preferred Units and Series B Preferred Units shall be entitled to the payment receipt of distributions and as to the distribution of assets amounts distributable upon liquidation, dissolution or winding up 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, except in the case of distributions on the Series B-2 Restricted Preferred Units to the extent not payable due to a lack of funds in the Nongovernmental Account and except that: (a) For so long as the Class C Units are outstanding, the Series C-1 Preferred Units shall not rank senior to the Class C Units as to preferential distributions or redemption or voting rights and shall receive: (i) accumulated and unpaid distributions pari passu with distributions made to the holders of Class C Units pursuant to Subsection 5.1.B(iv) of the PartnershipAgreement and (ii) other distributions pari passu with distributions made to the holders of Class C Units pursuant to Subsection 5.1.B(v) of the Agreement. (b) For so long as the Class D Units are outstanding, the Series C-1 Preferred Units shall not rank senior to the Class D Units as to preferential distributions or redemption or voting rights. For so long as the Class D Units are outstanding (and the Class C Units are no longer outstanding), the Series C-1 Preferred Units shall receive: (i) accumulated and unpaid distributions pari passu with distributions made to the holders of any outstanding Class D Units pursuant to Subsection 5.1.B(ii) of the Agreement and (ii) other distributions pari passu with distributions made to the holders of any outstanding Class D Units pursuant to Subsection 5.1.B(iii) of the Agreement. (c) When the Class C Units and Class D Units are no longer outstanding, the Series C-1 Preferred Units shall receive distributions pari passu with other Partnership Units, if any, receiving distributions pursuant to Section 5.1.B(i), except to the extent that distributions on the Series B-2 Restricted Preferred Units may not be paid due to a lack of funds in the Nongovernmental Account. (d) Distributions made pursuant to Subsections F(ii)(a) and F(ii)(b) of this Exhibit K 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 C-1 Preferred Units and such other Partnership Units, as applicable, to the total amounts to be paid the Series C-1 Preferred Units and such other Partnership Units taken together on the Partnership Record Date, except in the case of distributions on the Series B-2 Restricted Preferred Units to the extent such distribution may not be paid due to a lack of funds in the Nongovernmental Account. (iii) For purposes of allocations of items made pursuant to Article VI of the Agreement: (a) As long as Class or C Units are outstanding, the Series of C-1 Preferred Units shall be Fully Junior allocated items pari passu with the allocation of items to holders of Class C Units in respect of their priority payments (i.e., as allocated in Section 6.1.A (v), (vi) and (vii) and Section 6.1.B (v), (vi) and (vii) of the Agreement) and shall share in those allocations in a pro rata manner based on the distributions and allocations of items, as applicable, made to such Partnership Units, as applicable; references to Class C Units in Article VI of the Agreement shall be deemed to also refer to Series C-1 Preferred Units except that references to distributions made to the Class C Units shall be deemed to refer to distributions made to the Series C-1 Preferred Units in a pro rata manner with such distributions made to the Class C Units. (b) As long as the Class D Units are outstanding (and the Class C Units are no longer outstanding), the Series C-1 Preferred Units shall be allocated items pari passu with the allocation of items to the holders of Class D Units in respect of their priority payments (i.e., as allocated in Section 6.1.A (iii) and (vi) and Section 6.1.B (viii) and (ix) of the Agreement) and shall share in those allocations in a pro rata manner based on the distributions and allocations of items, as applicable, made to such Partnership Units, as applicable; references to Class D Units in Article VI of the Agreement shall be deemed to also refer to Series C-1 Preferred Units except that references to distributions made to the Class D Units shall be deemed to refer to distributions made to the Series C-1 Preferred Units in a pro rata manner with such distributions made to the Class D Units. (c) When the Class C Units and Class D Units are no longer outstanding, the Series C-1 Preferred Units shall be allocated items pari passu with the allocation of items to holders of Preference Units (i.e., as allocated in Section 6.1.A (ii) and Section 6.1.B (x) of the Agreement) and shall share in those allocations in a pro rata manner based on the distributions and allocations of items, as applicable, made to Preference Units, as applicable; references to Preference Units in Article VI of the Agreement shall be deemed to also refer to Series C-1 Preferred Units except that references to distributions made to Preference Units shall be deemed to refer to distributions made to the Series C-1 Preferred Units in a pro rata manner with such distributions, if any, made to the Preference Units.

Ranking. (i) Any Class class or Series series of Partnership Units shall be deemed to rank: (Aa) prior to the Series AM D-15 Preferred Units, as to the payment of distributions and as to distribution of assets upon liquidation, dissolution or winding up of the General Partner or the Partnership, if the holders of such Class class or Series series of Partnership Units shall be entitled to the payment receipt of distributions or the distribution of assets amounts distributable upon liquidation, dissolution or winding up, as the case may be, in preference or priority to the holders of Series AM D-15 Preferred Units, including all preferred units issued to the General Partner corresponding to preferred stock issued by the General Partner; (Bb) on a parity with the Series AM D-15 Preferred Units Units, as to the payment of distributions and 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 AM D-15 Preferred Units, if the holders of such Class Partnership Units of such class or Series of Units series and the Series AM D-15 Preferred Units shall be entitled to the payment receipt of distributions and the distribution of assets amounts distributable upon liquidation, dissolution or winding up 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 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 (“Parity Units”);; and (Cc) junior to the Series AM D-15 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 class or Series series of Partnership Units shall be Class A Units or if the holders of Series D-15 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; and”). (Dii) junior The Series A Preferred Units, Series B-1 Convertible Preferred Units, the Series B-2 Convertible Restricted Preferred Units, Series B Pass-Through Preferred Units, Series C-1 Convertible Preferred Units, Series C Pass-Through Preferred Units, Series D-1 Preferred Units, Series D-2 Preferred Units, Series D-3 Preferred Units, Series D-4 Preferred Units, Series D-5 Preferred Units, Series D-6 Preferred Units, Series D-7 Preferred Units, Series D-8 Preferred Units, Series D-9 Preferred Units, Series D-10 Preferred Units, Series D-11 Preferred Units, Series X-00 Xxxxxxxxx Xxxxx, X-00 Preferred Units, Series D-14 Preferred Units, Series E-1 Convertible Preferred Units, Series E Preferred Units, Series F-1 Preferred Units, Series F Preferred Units, Series G Preferred Units, Series H Preferred Units and Series I Preferred Units shall be Parity Units with respect to the Series AM D-15 Preferred Units and the holders of the Series D-15 Preferred Units and holders of the Series A Preferred Units, as Series B-1 Convertible Preferred Units, the Series B-2 Restricted Preferred Units, Series B Pass-Through Preferred Units, Series C-1 Convertible Preferred Units, Series C Pass-Through Preferred Units, Series D-1 Preferred Units, Series D-2 Preferred Units, Series D-3 Preferred Units, Series D-4 Preferred Units, Series D-5 Preferred Units, Series D-6 Preferred Units, Series D-7 Preferred Units, Series D-8 Preferred Units, Series D-9 Preferred Units, Series D-10 Preferred Units, Series D-11 Preferred Units, Series X-00 Xxxxxxxxx Xxxxx, X-00 Preferred Units, Series D-14 Preferred Units, Series E-1 Convertible Preferred Units, Series E Preferred Units, Series F-1 Preferred Units, Series F Preferred Units, Series G Preferred Units, Series H Preferred Units and Series I Preferred Units shall be entitled to the payment receipt of distributions and as to the distribution of assets 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 Partnershipother, if such Class or except in the case of distributions on the Series B-2 Restricted Preferred Units to the extent not payable due to a lack of funds in the Nongovernmental Account and except that: (a) The Series D-15 Preferred Units shall be Fully Junior 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, except to the extent that distributions on the Series B-2 Restricted Preferred Units may not be paid due to a lack of funds in the Nongovernmental Account. (b) Distributions made pursuant to Subsection 2.G(ii)(a) of this Exhibit AI 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 D-15 Preferred Units and such other Partnership Units, as applicable, to the total amounts to be paid in respect of the Series D-15 Preferred Units and such other Partnership Units taken together on the Partnership Record Date, except in the case of distributions on the Series B-2 Restricted Preferred Units to the extent such distributions may not be paid due to a lack of funds in the Nongovernmental Account. (iii) For purposes of allocations of items made pursuant to Article VI of the Agreement, the Series D-15 Preferred Units shall be Preference Units and shall be allocated items pari passu with the allocation of items to holders of Preference Units (i.e., as allocated in Section 6.1.A(ii) and Section 6.1.B (x) of the Agreement) and shall share in those allocations in a pro rata manner based on the distributions and allocations of items, as applicable, made to Preference Units, as applicable; references to Preference Units in Article VI of the Agreement shall be deemed to also refer to Series D-15 Preferred Units except that references to distributions made to Preference Units shall be deemed to refer to distributions made to the Series D-15 Preferred Units in a pro rata manner with such distributions, if any, made to the Preference Units.

Ranking. (i) Any Class class or Series series of Partnership Units shall be deemed to rank: (Aa) prior to the Series AM D-3 Preferred Units, as to the payment of distributions and as to distribution of assets upon liquidation, dissolution or winding up of the General Partner or the Partnership, if the holders of such Class class or Series series of Partnership Units shall be entitled to the payment receipt of distributions or the distribution of assets amounts distributable upon liquidation, dissolution or winding up, as the case may be, in preference or priority to the holders of Series AM D-3 Preferred Units, including all preferred units issued to the General Partner corresponding to preferred stock issued by the General Partner; (Bb) on a parity with the Series AM D-3 Preferred Units Units, as to the payment of distributions and 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 AM D-3 Preferred Units, if the holders of such Class Partnership Units of such class or Series of Units series and the Series AM D-3 Preferred Units shall be entitled to the payment receipt of distributions and the distribution of assets amounts distributable upon liquidation, dissolution or winding up 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 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 (“"Parity Units”");; and (Cc) junior to the Series AM D-3 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 class or Series series of Partnership Units shall be Class A Units or if the holders of Series D-3 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 of such class or series ("Junior Units; and"). (Dii) junior The Series A Preferred Units, Series B Pass-Through Preferred Units and Series C Pass-Through Preferred Units shall be Parity Units with respect to the Series AM D-3 Preferred Units and the holders of the Series D-3 Preferred Units and Series A Preferred Units, as Series B Pass-Through Preferred Units and Series C Pass-Through Preferred Units shall be entitled to the payment receipt of distributions and as to the distribution of assets 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 Partnershipother, if such except in the case of distributions on the Series B-2 Restricted Preferred Units to the extent not payable due to a lack of funds in the Nongovernmental Account and except that: (a) For so long as the Class D Units are outstanding, the Series D-3 Preferred Units shall not rank senior to the Class D Units as to preferential distributions or redemption or voting rights. For so long as the Class D Units are outstanding, the (b) When the Class D Units are no longer outstanding, the Series of D-3 Preferred Units shall be Fully Junior 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, except to the extent that distributions on the Series B-2 Restricted Preferred Units may not be paid due to a lack of funds in the Nongovernmental Account. (c) Distributions made pursuant to Subsections G(ii)(a) and G(ii)(b) of this Exhibit P 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 D-3 Preferred Units and such other Partnership Units, as applicable, to the total amounts to be paid in respect of the Series D-3 Preferred Units and such other Partnership Units taken together on the Partnership Record Date, except in the case of distributions on the Series B-2 Restricted Preferred Units to the extent such distribution may not be paid due to a lack of funds in the Nongovernmental Account. (iii) For purposes of allocations of items made pursuant to Article VI of the Agreement: (a) As long as the Class D Units are outstanding, the Series D-3 Preferred Units shall be allocated items pari passu with the allocation of items to the holders of Class D Units in respect of their priority payments (i.e., as allocated in Section 6.1.A (iii) and (vi) and Section 6.1.B (viii) and (ix) of the Agreement) and shall share in those allocations in a pro rata manner based on the distributions and allocations of items, as applicable, made to such Partnership Units, as applicable; references to Class D Units in Article VI of the Agreement shall be deemed to also refer to Series D-3 Preferred Units except that references to distributions made to the Class D Units shall be deemed to refer to distributions made to the Series D-3 Preferred Units in a pro rata manner with such distributions made to the Class D Units. (b) When the Class D Units are no longer outstanding, the Series D-3 Preferred Units shall be Preference Units and shall be allocated items pari passu with the allocation of items to holders of Preference Units (i.e., as allocated in Section 6.1.A (ii) and Section 6.1.B (x) of the Agreement) and shall share in those allocations in a pro rata

Ranking. (i) Any Class class or Series series of Membership Units shall be deemed to rank: (Aa) prior to the Series AM A Company Preferred Units, as to the payment of distributions and as to distribution of assets upon liquidation, dissolution or winding up of CLNS or the PartnershipCompany, if the holders of such Class class or Series series of Units preferred units shall be entitled to the payment receipt of distributions or the distribution of assets amounts distributable upon liquidation, dissolution or winding up, as the case may be, in preference or priority to the holders of Series AM A Company Preferred Units, including all preferred units issued to the General Partner corresponding to preferred stock issued by the General Partner; (Bb) on a parity with the Series AM A Company Preferred Units Units, as to the payment of distributions and as to the distribution of assets upon liquidation, dissolution or winding up of CLNS or the PartnershipCompany, whether or not the distribution rates, distribution payment dates or redemption or liquidation prices per Membership Unit be different from those of the Series AM A Company Preferred Units, if the holders of such Class Membership Units of such class or Series of Units series and the Series AM A Company Preferred Units shall be entitled to the payment receipt of distributions and the distribution of assets amounts distributable upon liquidation, dissolution or winding up 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 (“Parity Units”);other; and (Cc) junior to the Series AM A 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 PartnershipCompany, if such Class class or Series series of Membership Units shall be Junior Membership Common Units or if the holders of Series A Company Preferred Units; and, 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 of such class or series. (Dii) junior As of the date hereof, 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, 10,000,000 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 AM A Company Preferred Units, as . (iii) The holders of Series A Company Preferred Units shall be entitled to the payment receipt of distributions and as to the distribution of assets 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 Partnershipother, if such Class or except that: (a) The Series of A Company Preferred Units shall be Fully Junior Company Preferred Units and shall receive distributions on a basis pari passu with other Membership 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 A Company Preferred Units and such other Membership Units, as applicable, to the total amounts to be paid in respect of the Series A Company Preferred Units and such other Membership Units taken together on the Company Record Date.

Ranking. (i) Any Class class or Series series of Partnership Units shall be deemed to rank: (Aa) prior to the Series AM M Preferred Units, as to the payment of distributions and as to distribution of assets upon liquidation, dissolution or winding up of the General Partner or the Partnership, if the holders of such Class class or Series series of Preferred Units shall be entitled to the payment receipt of distributions or the distribution of assets amounts distributable upon liquidation, dissolution or winding up, as the case may be, in preference or priority to the holders of Series AM M Preferred Units, including all preferred units issued to the General Partner corresponding to preferred stock issued by the General Partner; (Bb) on a parity with the Series AM M Preferred Units Units, as to the payment of distributions and 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 AM M Preferred Units, if the holders of such Class Partnership Units of such class or Series of Units series and the Series AM M Preferred Units shall be entitled to the payment receipt of distributions and the distribution of assets amounts distributable upon liquidation, dissolution or winding up 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 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 (“Parity Units”);; and (Cc) junior to the Series AM M 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 class or Series series of Partnership Units shall be Class A Units or if the holders of Series M 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 of such class or series (“Junior Units; and”). (Dii) junior The Series A Preferred Units, Series D-13 Preferred Units, Series D-16 Preferred Units, Series D-17 Preferred Units, Series G Preferred Units, Series G-1 Preferred Units, Series G-2 Preferred Units, Series G-3 Preferred Units, Series G-4 Preferred Units, Series I Preferred Units, Series K Preferred Units, Series L Preferred Units and the Series M Preferred Units shall be Parity Units with respect to the Series AM M Preferred Units and the holders of the Series M Preferred Units and holders of the Series A Preferred Units, as Series D-13 Preferred Units, Series D-16 Preferred Units, Series D-17 Preferred Units, Series G Preferred Units, Series G-1 Preferred Units, Series G-2 Preferred Units, Series G-3 Preferred Units, Series G-4 Preferred Units, Series I Preferred Units, Series K Preferred Units and Series L Preferred Units shall be entitled to the payment receipt of distributions and as to the distribution of assets 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 Partnershipother, if such Class or except in the case of distributions on the Series B-2 Restricted Preferred Units to the extent not payable due to a lack of funds in the Nongovernmental Account and except that: (i) the Series M Preferred Units shall be Fully Junior 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, except to the extent that distributions on the Series B-2 Restricted Preferred Units may not be paid due to a lack of funds in the Nongovernmental Account; and (ii) Distributions made pursuant to Subsections G(ii)(a) of this Exhibit AS 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 M Preferred Units and such other Partnership Units, as applicable, to the total amounts to be paid in respect of the Series M Preferred Units and such other Partnership Units taken together on the Partnership Record Date, except in the case of distributions on the Series B-2 Restricted Preferred Units to the extent such distributions may not be paid due to a lack of funds in the Nongovernmental Account.

Ranking. (i) Any Class class or Series series of Partnership Units shall be deemed to rank: (Aa) prior to the Series AM O Preferred Units, as to the payment of distributions and as to distribution of assets upon liquidation, dissolution or winding up of the General Partner or the Partnership, if the holders of such Class class or Series series of Preferred Units shall be entitled to the payment receipt of distributions or the distribution of assets amounts distributable upon liquidation, dissolution or winding up, as the case may be, in preference or priority to the holders of Series AM O Preferred Units, including all preferred units issued to the General Partner corresponding to preferred stock issued by the General Partner; (Bb) on a parity with the Series AM O Preferred Units Units, as to the payment of distributions and 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 AM O Preferred Units, if the holders of such Class Partnership Units of such class or Series of Units series and the Series AM O Preferred Units shall be entitled to the payment receipt of distributions and the distribution of assets amounts distributable upon liquidation, dissolution or winding up 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 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 (“Parity Units”);; and (Cc) junior to the Series AM O 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 class or Series series of Partnership Units shall be Class A Units or if the holders of Series O 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 of such class or series (“Junior Units; and”). (Dii) junior The Series A Preferred Units, Series D-13 Preferred Units, Series D-16 Preferred Units, Series D-17 Preferred Units, Series G-1 Preferred Units, Series G-2 Preferred Units, Series G-3 Preferred Units, Series G-4 Preferred Units, Series K Preferred Units, Series L Preferred Units and the Series M Preferred Units shall be Parity Units with respect to the Series AM O Preferred Units and the holders of the Series O Preferred Units and holders of the Series A Preferred Units, as Series D-13 Preferred Units, Series D-16 Preferred Units, Series D-17 Preferred Units, Series G-1 Preferred Units, Series G-2 Preferred Units, Series G-3 Preferred Units, Series G-4 Preferred Units, Series K Preferred Units, Series L Preferred Units, Series M Preferred Units and Series N Preferred Units shall be entitled to the payment receipt of distributions and as to the distribution of assets 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 Partnershipother, if such Class or except in the case of distributions on the Series B-2 Restricted Preferred Units to the extent not payable due to a lack of funds in the Nongovernmental Account and except that: (a) the Series O Preferred Units shall be Fully Junior 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, except to the extent that distributions on the Series B-2 Restricted Preferred Units may not be paid due to a lack of funds in the Nongovernmental Account; and (b) Distributions made pursuant to Subsections G(ii)(a) of this Exhibit AV 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 O Preferred Units and such other Partnership Units, as applicable, to the total amounts to be paid in respect of the Series O Preferred Units and such other Partnership Units taken together on the Partnership Record Date, except in the case of distributions on the Series B-2 Restricted Preferred Units to the extent such distributions may not be paid due to a lack of funds in the Nongovernmental Account.

Ranking. Any Class class or Series series of Units Partnership Interest of the Partnership shall be deemed to rank: (Aa) prior to the Series AM B Preferred Units, as to the payment of distributions and as to distribution of assets upon liquidation, dissolution or winding up of the Partnershipup, if the holders Holders of such Class class or Series of Units series shall be entitled to the payment receipt of distributions or the distribution of assets amounts distributable upon liquidation, dissolution or winding up, as the case may be, in preference or priority to the holders of Series AM B Preferred Units, including all preferred units issued to the General Partner corresponding to preferred stock issued by the General Partner; (Bb) on a parity with the Series AM B Preferred Units Units, as to the payment of distributions and as to the distribution of assets upon liquidation, dissolution or winding up of the Partnershipup, whether or not the distribution rates, distribution payment dates or redemption or liquidation prices per Unit thereof shall be different from those of the Series AM B Preferred Units, if the holders Holders of such Class class or Series of Units series and the Series AM B Preferred Units shall be entitled to the payment receipt of distributions and the distribution of assets amounts distributable upon liquidation, dissolution or winding up in proportion to their respective amounts of accrued and unpaid distributions per Unit share or liquidation preferences, without preference or priority one over the other (“Series B Parity Units”); (Cc) junior to the Series AM B Preferred Units, as to the payment of distributions or as to the distribution of assets upon liquidation, dissolution or winding up of the Partnershipup, if such Class class or Series of Units series shall be Series B Junior Units; and (Dd) junior to the Series AM B Preferred Units, as to the payment of distributions and as to the distribution of assets upon liquidation, dissolution or winding up of the Partnershipup, if such Class class or Series of Units series shall be Series B Fully Junior Units.

Ranking. (a) Any Class class or Series series of Partnership Units shall be deemed to rank: (Ai) prior to the Series AM B Preferred Units, as to the payment of distributions and as to distribution of assets upon liquidation, dissolution or winding up of the Company or the Partnership, if the holders of such Class class or Series series of Preferred Units shall be entitled to the payment receipt of distributions or the distribution of assets amounts distributable upon liquidation, dissolution or winding up, as the case may be, in preference or priority to the holders of Series AM B Preferred Units, including all preferred units issued to the General Partner corresponding to preferred stock issued by the General Partner; (Bii) on a parity with the Series AM B Preferred Units Units, as to the payment of distributions and 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 AM B Preferred Units, if the holders of such Class Partnership Units of such class or Series of Units series and the Series AM B Preferred Units shall be entitled to the payment receipt of distributions and the distribution of assets amounts distributable upon liquidation, dissolution or winding up 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 (“Parity Units”);other; and (Ciii) junior to the Series AM B 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, if such Class class or Series series of Partnership Units shall be Junior Common Units or if the holders of Series B Preferred Units; and, 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 of such class or series. (Db) junior As of the date hereof, 2,466,689 issued and outstanding Series A Preferred Units, 5,000,000 issued and outstanding Series C Preferred Units, 8,000,000 issued and outstanding Series D Preferred Units and 10,000,000 issued and outstanding Series E Preferred Units are Parity Preferred Units with respect to the Series AM B Preferred Units, as . (c) The holders of Series B Preferred Units shall be entitled to the payment receipt of distributions and as to the distribution of assets 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 Partnershipother, if such Class or except that: (i) the Series of B Preferred Units shall be Fully Junior 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 of the Agreement; and (ii) Distributions made pursuant to Section 17.7(a) 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 B Preferred Units and such other Partnership Units, as applicable, to the total amounts to be paid in respect of the Series B Preferred Units and such other Partnership Units taken together on the Partnership Record Date.

Ranking. (i) Any Class class or Series series of Partnership Units shall be deemed to rank: (Aa) prior to the Series AM C-1 Preferred Units, as to the payment of distributions and as to distribution of assets upon liquidation, dissolution or winding up of the General Partner or the Partnership, if the holders of such Class class or Series series of Preferred Units shall be entitled to the payment receipt of distributions or the distribution of assets amounts distributable upon liquidation, dissolution or winding up, as the case may be, in preference or priority to the holders of Series AM C-1 Preferred Units, including all preferred units issued to the General Partner corresponding to preferred stock issued by the General Partner; (Bb) on a parity with the Series AM C-1 Preferred Units Units, as to the payment of distributions and 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 AM C-1 Preferred Units, if the holders of such Class Partnership Units of such class or Series of Units series and the Series AM C-1 Preferred Units shall be entitled to the payment receipt of distributions and the distribution of assets amounts distributable upon liquidation, dissolution or winding up 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 (“Parity Units”);other, except to the extent that such distributions or amounts distributable on the (Cc) junior to the Series AM C-1 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 class or Series series of Partnership Units shall be Junior Common Partnership Units or if the General Partner, in its capacity as the holder of Series C-1 Preferred Units; and (D) junior , 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 of such class or series, and such class or series of Partnership Units shall not in either case rank prior to the Series AM C-1 Preferred Units ("Junior Units"). (ii) The Series A Preferred Units and Series B Preferred Units shall be Parity Units with respect to the Series C-1 Preferred Units and the holders of the Series C-1 Preferred Units, as the Series A Preferred Units and Series B Preferred Units shall be entitled to the payment receipt of distributions and as to the distribution of assets amounts distributable upon liquidation, dissolution or winding up 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, except in the case of distributions on the Series B-2 Restricted Preferred Units to the extent not payable due to a lack of funds in the Nongovernmental Account and except that: (a) For so long as the Class C Units are outstanding, the Series C-1 Preferred Units shall not rank senior to the Class C Units as to preferential distributions or redemption or voting rights and shall receive: (i) accumulated and unpaid distributions pari passu with distributions made to the holders of Class C Units pursuant to Subsection 5.1.B(iv) of the PartnershipAgreement and (ii) other distributions pari passu with distributions made to the holders of Class C Units pursuant to Subsection 5.1.B(v) of the Agreement. (b) For so long as the Class D Units are outstanding, the Series C-1 Preferred Units shall not rank senior to the Class D Units as to preferential distributions or redemption or voting rights. For so long as the Class D Units are outstanding (and the Class C Units are no longer outstanding), the Series C-1 Preferred Units shall receive: (i) accumulated and unpaid distributions pari passu with distributions made to the holders of any outstanding Class D Units pursuant to Subsection 5.1.B(ii) of the Agreement and (ii) other distributions pari passu with distributions made to the holders of any outstanding Class D Units pursuant to Subsection 5.1.B(iii) of the Agreement. (c) When the Class C Units and Class D Units are no longer outstanding, the Series C-1 Preferred Units shall receive distributions pari passu with other Partnership Units, if any, receiving distributions pursuant to Section 5.1.B(i), except to the extent that (d) Distributions made pursuant to Subsections F(ii)(a) and F(ii)(b) of this Exhibit K 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 C-1 Preferred Units and such other Partnership Units, as applicable, to the total amounts to be paid the Series C-1 Preferred Units and such other Partnership Units taken together on the Partnership Record Date, except in the case of distributions on the Series B-2 Restricted Preferred Units to the extent such distribution may not be paid due to a lack of funds in the Nongovernmental Account. (iii) For purposes of allocations of items made pursuant to Article VI of the Agreement: (a) As long as Class or C Units are outstanding, the Series of C-1 Preferred Units shall be Fully Junior allocated items pari passu with the allocation of items to holders of Class C Units in respect of their priority payments (i.e., as allocated in Section 6.1.A (v), (vi) and (vii) and Section 6.1.B (v), (vi) and (vii) of the Agreement) and shall share in those allocations in a pro rata manner based on the distributions and allocations of items, as applicable, made to such Partnership Units, as applicable; references to Class C Units in Article VI of the Agreement shall be deemed to also refer to Series C-1 Preferred Units except that references to distributions made to the Class C Units shall be deemed to refer to distributions made to the Series C-1 Preferred Units in a pro rata manner with such distributions made to the Class C Units. (b) As long as the Class D Units are outstanding (and the Class C Units are no longer outstanding), the Series C-1 Preferred Units shall be allocated items pari passu with the allocation of items to the holders of Class D Units in respect of their priority payments (i.e., as allocated in Section 6.1.A (iii) and (vi) and Section 6.1.B (viii) and (ix) of the Agreement) and shall share in those allocations in a pro rata manner based on the distributions and allocations of items, as applicable, made to such Partnership Units, as applicable; references to Class D Units in Article VI of the Agreement shall be deemed to also refer to Series C-1 Preferred Units except that references to distributions made to the Class D Units shall be deemed to refer to distributions made to the Series C-1 Preferred Units in a pro rata manner with such distributions made to the Class D Units. (c) When the Class C Units and Class D Units are no longer outstanding, the Series C-1 Preferred Units shall be allocated items pari passu with the allocation of items to holders of Preference Units (i.e., as allocated in Section 6.1.A (ii) and Section 6.1.B (x) of the Agreement) and shall share in those allocations in a pro rata manner based on the distributions and allocations of items, as applicable, made to Preference Units, as applicable; references to Preference Units in Article VI of the

Ranking. (i) Any Class class or Series series of Partnership Units shall be deemed to rank: (Aa) prior to the Series AM G-4 Preferred Units, as to the payment of distributions and as to distribution of assets upon liquidation, dissolution or winding up of the General Partner or the Partnership, if the holders of such Class class or Series series of Partnership Units shall be entitled to the payment receipt of distributions or the distribution of assets amounts distributable upon liquidation, dissolution or winding up, as the case may be, in preference or priority to the holders of Series AM G-4 Preferred Units, including all preferred units issued to the General Partner corresponding to preferred stock issued by the General Partner; (Bb) on a parity with the Series AM G-4 Preferred Units Units, as to the payment of distributions and 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 AM G-4 Preferred Units, if the holders of such Class Partnership Units of such class or Series of Units series and the Series AM G-4 Preferred Units shall be entitled to the payment receipt of distributions and the distribution of assets amounts distributable upon liquidation, dissolution or winding up 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 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 (“Parity Units”);; and (Cc) junior to the Series AM G-4 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 class or Series series of Partnership Units shall be Common Partnership Units or if the holders of Series G-4 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; and”). (Dii) junior The Series A Preferred Units, Series B-1 Convertible Preferred Units, the Series B-2 Convertible Restricted Preferred Units, Series B Pass-Through Preferred Units, Series C-1 Convertible Preferred Units, Series C Pass-Through Preferred Units, Series D-1 Preferred Units, Series D-2 Preferred Units, Series D-3 Preferred Units, Series D-4 Preferred Units, Series D-5 Preferred Units, Series D-6 Preferred Units, Series D-7 Preferred Units, Series D-8 Preferred Units, Series D-9 Preferred Units, Series D-10 Preferred Units, Series D-11 Preferred Units, Series X-00 Xxxxxxxxx Xxxxx, X-00 Preferred Units, Series D-14 Preferred Units, Series E-1 Convertible Preferred Units, Series E Preferred Units, Series F-1 Preferred Units, Series F Preferred Units, Series G Preferred Units, Series G-1 Preferred Units, Series G-2 Preferred Units, Series G-3 Preferred Units, Series G-4 Preferred Units, Series H Preferred Units and Series I Preferred Units shall be Parity Units with respect to the Series AM G-4 Preferred Units and the holders of the Series G-4 Preferred Units and holders of the Series A Preferred Units, as Series B-1 Convertible Preferred Units, the Series B-2 Restricted Preferred Units, Series B Pass-Through Preferred Units, Series C-1 Convertible Preferred Units, Series C Pass-Through Preferred Units, Series D-1 Preferred Units, Series D-2 Preferred Units, Series D-3 Preferred Units, Series D-4 Preferred Units, Series D-5 Preferred Units, Series D-6 Preferred Units, Series D-7 Preferred Units, Series D-8 Preferred Units, Series D-9 Preferred Units, Series D-10 Preferred Units, Series D-11 Preferred Units, Series X-00 Xxxxxxxxx Xxxxx, X-00 Preferred Units, Series D-14 Preferred Units, Series E-1 Convertible Preferred Units, Series E Preferred Units, Series F-1 Preferred Units, Series F Preferred Units, Series G Preferred Units, Series G-1 Preferred Units, Series G-2 Preferred Units, Series G-3 Preferred Units, Series G-4 Preferred Units, Series H Preferred Units and Series I Preferred Units shall be entitled to the payment receipt of distributions and as to the distribution of assets 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 Partnershipother, if such Class or except in the case of distributions on the Series B-2 Restricted Preferred Units to the extent not payable due to a lack of funds in the Nongovernmental Account and except that: (a) The Series G-4 Preferred Units shall be Fully Junior 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, except to the extent that distributions on the Series B-2 Restricted Preferred Units may not be paid due to a lack of funds in the Nongovernmental Account. (b) Distributions made pursuant to Subsection 2.G(ii)(a) of this Exhibit AM 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 G-4 Preferred Units and such other Partnership Units, as applicable, to the total amounts to be paid in respect of the Series G-4 Preferred Units and such other Partnership Units taken together on the Partnership Record Date, except in the case of distributions on the Series B-2 Restricted Preferred Units to the extent such distributions may not be paid due to a lack of funds in the Nongovernmental Account. (iii) The initial balance of the portion of the initial holder’s Capital Account attributable to each Series G-4 Preferred Unit shall be equal to $25.00. This amount will be reduced by distributions and allocations of losses made with respect to each such Series G-4 Preferred Unit and increased by allocations of income with respect to each such Series G-4 Preferred Unit. For purposes of allocations of items made pursuant to Article VI of the Agreement, the Series G-4 Preferred Units shall be Preference Units and the portion of the holder’s Capital Account attributable to each Series G-4 Preferred Unit shall be allocated (i) income in an amount equal to the amount of distributions in respect of such Series G-4 Preferred Unit in accordance with Section 6.1.A(ii) and (ii) items of loss in accordance with Section 6.1.B(x) of the Agreement, and shall share in those allocations in a pro rata manner based on the distributions and allocations of items, as applicable, made to Preference Units; references to Preference Units in Article VI of the Agreement shall be deemed to also refer to Series G-4 Preferred Units except that references to distributions made to Preference Units shall be deemed to refer to distributions made to the Series G-4 Preferred Units in a pro rata manner with such distributions, if any, made to the Preference Units. As a result, the portion of each holder’s Capital Account attributable to a Series G-4 Preferred Unit will generally be allocated income equal to the cash distributed in respect of such Series G-4 Preferred Unit (and losses 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 G-4 Preferred Units in accordance with Section 6.1.B(x) of the Agreement.

Ranking. (i) Any Class class or Series series of Partnership Units shall be deemed to rank: (Aa) prior to the Series AM G-1 Preferred Units, as to the payment of distributions and as to distribution of assets upon liquidation, dissolution or winding up of the General Partner or the Partnership, if the holders of such Class class or Series series of Partnership Units shall be entitled to the payment receipt of distributions or the distribution of assets amounts distributable upon liquidation, dissolution or winding up, as the case may be, in preference or priority to the holders of Series AM G-1 Preferred Units, including all preferred units issued to the General Partner corresponding to preferred stock issued by the General Partner; (Bb) on a parity with the Series AM G-1 Preferred Units Units, as to the payment of distributions and 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 AM G-1 Preferred Units, if the holders of such Class Partnership Units of such class or Series of Units series and the Series AM G-1 Preferred Units shall be entitled to the payment receipt of distributions and the distribution of assets amounts distributable upon liquidation, dissolution or winding up 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 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 (“Parity Units”);; and (Cc) junior to the Series AM G-1 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 class or Series series of Partnership Units shall be Common Partnership Units or if the holders of Series G-1 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; and”). (Dii) junior The Series A Preferred Units, Series B-1 Convertible Preferred Units, the Series B-2 Convertible Restricted Preferred Units, Series B Pass-Through Preferred Units, Series C-1 Convertible Preferred Units, Series C Pass-Through Preferred Units, Series D-1 Preferred Units, Series D-2 Preferred Units, Series D-3 Preferred Units, Series D-4 Preferred Units, Series D-5 Preferred Units, Series D-6 Preferred Units, Series D-7 Preferred Units, Series D-8 Preferred Units, Series D-9 Preferred Units, Series D-10 Preferred Units, Series D-11 Preferred Units, Series X-00 Xxxxxxxxx Xxxxx, X-00 Preferred Units, Series D-14 Preferred Units, Series E-1 Convertible Preferred Units, Series E Preferred Units, Series F-1 Preferred Units, Series F Preferred Units, Series G Preferred Units, Series G-1 Preferred Units, Series G-2 Preferred Units, Series G-3 Preferred Units, Series G-4 Preferred Units, Series H Preferred Units, and Series I Preferred Units shall be Parity Units with respect to the Series AM G-1 Preferred Units and the holders of the Series G-1 Preferred Units and holders of the Series A Preferred Units, as Series B-1 Convertible Preferred Units, the Series B-2 Restricted Preferred Units, Series B Pass-Through Preferred Units, Series C-1 Convertible Preferred Units, Series C Pass-Through Preferred Units, Series D-1 Preferred Units, Series D-2 Preferred Units, Series D-3 Preferred Units, Series D-4 Preferred Units, Series D-5 Preferred Units, Series D-6 Preferred Units, Series D-7 Preferred Units, Series D-8 Preferred Units, Series D-9 Preferred Units, Series D-10 Preferred Units, Series D-11 Preferred Units, Series X-00 Xxxxxxxxx Xxxxx, X-00 Preferred Units, Series D-14 Preferred Units, Series E-1 Convertible Preferred Units, Series E Preferred Units, Series F-1 Preferred Units, Series F Preferred Units, Series G Preferred Units, Series G-1 Preferred Units, Series G-2 Preferred Units, Series G-3 Preferred Units, Series G-4 Preferred Units, Series H Preferred Units, and Series I Preferred Units shall be entitled to the payment receipt of distributions and as to the distribution of assets 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 Partnershipother, if such Class or except in the case of distributions on the Series B-2 Restricted Preferred Units to the extent not payable due to a lack of funds in the Nongovernmental Account and except that: (a) The Series G-1 Preferred Units shall be Fully Junior 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, except to the extent that distributions on the Series B-2 Restricted Preferred Units may not be paid due to a lack of funds in the Nongovernmental Account. (b) Distributions made pursuant to Subsection 2.G(ii)(a) of this Exhibit AJ 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 G-1 Preferred Units and such other Partnership Units, as applicable, to the total amounts to be paid in respect of the Series G-1 Preferred Units and such other Partnership Units taken together on the Partnership Record Date, except in the case of distributions on the Series B-2 Restricted Preferred Units to the extent such distributions may not be paid due to a lack of funds in the Nongovernmental Account. (iii) The initial balance of the portion of the initial holder’s Capital Account attributable to each Series G-1 Preferred Unit shall be equal to $25.00. This amount will be reduced by distributions and allocations of losses made with respect to each such Series G-1 Preferred Unit and increased by allocations of income with respect to each such Series G-1 Preferred Unit. For purposes of allocations of items made pursuant to Article VI of the Agreement, the Series G-1 Preferred Units shall be Preference Units and the portion of the holder’s Capital Account attributable to each Series G-1 Preferred Unit shall be allocated (i) income in an amount equal to the amount of distributions in respect of such Series G-1 Preferred Unit in accordance with Section 6.1.A(ii) and (ii) items of loss in accordance with Section 6.1.B(x) of the Agreement, and shall share in those allocations in a pro rata manner based on the distributions and allocations of items, as applicable, made to Preference Units; references to Preference Units in Article VI of the Agreement shall be deemed to also refer to Series G-1 Preferred Units except that references to distributions made to Preference Units shall be deemed to refer to distributions made to the Series G-1 Preferred Units in a pro rata manner with such distributions, if any, made to the Preference Units. As a result, the portion of each holder’s Capital Account attributable to a Series G-1 Preferred Unit will generally be allocated income equal to the cash distributed in respect of such Series G-1 Preferred Unit (and losses 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 G-1 Preferred Units in accordance with Section 6.1.B(x) of the Agreement.

Ranking. (i) Any Class class or Series series of Partnership Units shall be deemed to rank: (Aa) prior to the Series AM D-7 Preferred Units, as to the payment of distributions and as to distribution of assets upon liquidation, dissolution or winding up of the General Partner or the Partnership, if the holders of such Class class or Series series of Partnership Units shall be entitled to the payment receipt of distributions or the distribution of assets amounts distributable upon liquidation, dissolution or winding up, as the case may be, in preference or priority to the holders of Series AM D-7 Preferred Units, including all preferred units issued to the General Partner corresponding to preferred stock issued by the General Partner; (Bb) on a parity with the Series AM D-7 Preferred Units Units, as to the payment of distributions and 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 AM D-7 Preferred Units, if the holders of such Class Partnership Units of such class or Series of Units series and the Series AM D-7 Preferred Units shall be entitled to the payment receipt of distributions and the distribution of assets amounts distributable upon liquidation, dissolution or winding up 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 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 (“"Parity Units”");; and (Cc) junior to the Series AM D-7 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 class or Series series of Partnership Units shall be Class A Units or if the holders of Series D-7 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; and"). (Dii) junior The Series A Preferred Units, Series B Pass-Through Preferred Units and Series C Pass-Through Preferred Units shall be Parity Units with respect to the Series AM D-7 Preferred Units and the holders of the Series D-7 Preferred Units and Series A Preferred Units, as Series B Pass-Through Preferred Units and Series C Pass-Through Preferred Units shall be entitled to the payment receipt of distributions and as to the distribution of assets 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, except in the case of distributions on the Series B-2 Restricted Preferred Units to the extent not payable due to a lack of funds in the Nongovernmental Account and except that: (a) For so long as the Class D Units are outstanding, the Series D-7 Preferred Units shall not rank senior to the Class D Units as to preferential distributions or redemption or voting rights. For so long as the Class D Units are outstanding, the Series D-7 Preferred Units shall receive: (i) accumulated and unpaid distributions on a basis pari passu with distributions made to the holders of any outstanding Class D Units pursuant to Subsection 5.1.B(ii) of the PartnershipAgreement and (ii) other distributions on a basis pari passu with distributions made to the holders of any outstanding Class D Units pursuant to Subsection 5.1.B(iii) of the Agreement. (b) When the Class D Units are no longer outstanding, if such Class or the Series of D-7 Preferred Units shall be Fully Junior 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, except to the extent that distributions on the Series B-2 Restricted Preferred Units may not be paid due to a lack of funds in the Nongovernmental Account. (c) Distributions made pursuant to Subsections G(ii)(a) and G(ii)(b) of this Exhibit T 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 D-7 Preferred Units and such other Partnership Units, as applicable, to the total amounts to be paid in respect of the Series D-7 Preferred Units and such other Partnership Units taken together on the Partnership Record Date, except in the case of distributions on the Series B-2 Restricted Preferred Units to the extent such distributions may not be paid due to a lack of funds in the Nongovernmental Account. (iii) For purposes of allocations of items made pursuant to Article VI of the Agreement: (a) As long as the Class D Units are outstanding, the Series D-7 Preferred Units shall be allocated items pari passu with the allocation of items to the holders of Class D Units in respect of their priority payments (i.e., as allocated in Section 6.1.A (iii) and (vi) and Section 6.1.B (viii) and (ix) of the Agreement) and shall share in those allocations in a pro rata manner based on the distributions and allocations of items, as applicable, made to such Partnership Units, as applicable; references to Class D Units in Article VI of the Agreement shall be deemed to also refer to Series D-7 Preferred Units except that references to distributions made to the Class D Units shall be deemed to refer to distributions made to the Series D-7 Preferred Units in a pro rata manner with such distributions made to the Class D Units. (b) When the Class D Units are no longer outstanding, the Series D-7 Preferred Units shall be Preference Units and shall be allocated items pari passu with the allocation of items to holders of Preference Units (i.e., as allocated in Section 6.1.A (ii) and Section 6.1.B (x) of the Agreement) and shall share in those allocations in a pro rata manner based on the distributions and allocations of items, as applicable, made to Preference Units, as applicable; references to Preference Units in Article VI of the Agreement shall be deemed to also refer to Series D-7 Preferred Units except that references to distributions made to Preference Units shall be deemed to refer to distributions made to the Series D-7 Preferred Units in a pro rata manner with such distributions, if any, made to the Preference Units.

Ranking. (i) Any Class class or Series series of Partnership Units shall be deemed to rank: (Aa) prior to the Series AM H Preferred Units, as to the payment of distributions and as to distribution of assets upon liquidation, dissolution or winding up of the General Partner or the Partnership, if the holders of such Class class or Series series of Preferred Units shall be entitled to the payment receipt of distributions or the distribution of assets amounts distributable upon liquidation, dissolution or winding up, as the case may be, in preference or priority to the holders of Series AM H Preferred Units, including all preferred units issued to the General Partner corresponding to preferred stock issued by the General Partner; (Bb) on a parity with the Series AM H Preferred Units Units, as to the payment of distributions and 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 AM H Preferred Units, if the holders of such Class Partnership Units of such class or Series of Units series and the Series AM H Preferred Units shall be entitled to the payment receipt of distributions and the distribution of assets amounts distributable upon liquidation, dissolution or winding up 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 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 (“Parity Units”);; and (Cc) junior to the Series AM H 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 class or Series series of Partnership Units shall be Class A Units or if the holders of Series H 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 of such class or series (“Junior Units; and”). (Dii) junior The Series A Preferred Units, Series B-1 Convertible Preferred Units, the Series B-2 Convertible Restricted Preferred Units, Series B Pass-Through Preferred Units, Series C-1 Convertible Preferred Units, Series C Pass-Through Preferred Units, Series D-1 Preferred Units, Series D-2 Preferred Units, Series D-3 Preferred Units, Series D-4 Preferred Units, Series D-5 Preferred Units, Series D-6 Preferred Units, Series D-7 Preferred Units, Series D-8 Preferred Units, Series D-9 Preferred Units, Series D-10 Preferred Units, Series D-11 Preferred Units, Series X-00 Xxxxxxxxx Xxxxx, X-00 Preferred Units, Series E-1 Convertible Preferred Units, Series E Preferred Units, Series F-1 Preferred Units, Series F Preferred Units and Series G Preferred Units shall be Parity Units with respect to the Series AM H Preferred Units and the holders of the Series H Preferred Units and Series A Preferred Units, as Series B-1 Convertible Preferred Units, the Series B-2 Restricted Preferred Units, Series B Pass-Through Preferred Units, Series C-1 Convertible Preferred Units, Series C Pass-Through Preferred Units, Series D-1 Preferred Units, Series D-2 Preferred Units, Series D-3 Preferred Units, Series D-4 Preferred Units, Series D-5 Preferred Units, Series D-6 Preferred Units, Series D-7 Preferred Units, Series D-8 Preferred Units, Series D-9 Preferred Units, Series D-10 Preferred Units, Series D-11 Preferred Units, Series X-00 Xxxxxxxxx Xxxxx, X-00 Preferred Units, Series E-1 Convertible Preferred Units, Series E Preferred Units, Series F-1 Preferred Units, Series F Preferred Units and Series G Preferred Units shall be entitled to the payment receipt of distributions and as to the distribution of assets 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 Partnershipother, if such Class or except in the case of distributions on the Series B-2 Restricted Preferred Units to the extent not payable due to a lack of funds in the Nongovernmental Account and except that: (i) the Series H Preferred Units shall be Fully Junior 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, except to the extent that distributions on the Series B-2 Restricted Preferred Units may not be paid due to a lack of funds in the Nongovernmental Account; and (ii) Distributions made pursuant to Subsections G(ii)(a) of this Exhibit AE 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 H Preferred Units and such other Partnership Units, as applicable, to the total amounts to be paid in respect of the Series H Preferred Units and such other Partnership Units taken together on the Partnership Record Date, except in the case of distributions on the Series B-2 Restricted Preferred Units to the extent such distributions may not be paid due to a lack of funds in the Nongovernmental Account.

Ranking. (i) Any Class class or Series series of Partnership Units shall be deemed to rank: (Aa) prior to the Series AM E-1 Preferred Units, as to the payment of distributions and as to distribution of assets upon liquidation, dissolution or winding up of the General Partner or the Partnership, if the holders of such Class class or Series series of Preferred Units shall be entitled to the payment receipt of distributions or the distribution of assets amounts distributable upon liquidation, dissolution or winding up, as the case may be, in preference or priority to the holders of Series AM E-1 Preferred Units, including all preferred units issued to the General Partner corresponding to preferred stock issued by the General Partner; (Bb) on a parity with the Series AM E-1 Preferred Units Units, as to the payment of distributions and 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 AM E-1 Preferred Units, if the holders of such Class Partnership Units of such class or Series of Units series and the Series AM E-1 Preferred Units shall be entitled to the payment receipt of distributions and the distribution of assets amounts distributable upon liquidation, dissolution or winding up 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 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 (“"Parity Units”");; and (Cc) junior to the Series AM E-1 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 class or Series series of Partnership Units shall be Class A Units or if the holders of Series E-1 Preferred Units shall be entitled to receive distributions or 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; and"). (Dii) junior The Series A Preferred Units, the Series B Preferred Units, the Series C-1 Preferred Units and the Series D-1 Preferred Units shall be Parity Units with respect to the Series AM E-1 Preferred Units and the holders of the Series E-1 Preferred Units, as the Series A Preferred Units, Series B Preferred Units, Series C-1 Preferred Units and Series D-1 Preferred Units shall be entitled to the payment of receive distributions and as to the distribution of assets amounts distributable upon liquidation, dissolution or winding up 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, except in the case of distributions on the Series B-2 Restricted Preferred Units to the extent not payable due to a lack of funds in the Nongovernmental Account and except that: (a) For so long as the Class C Units are outstanding, the Series E-1 Preferred Units shall not rank senior to the Class C Units as to preferential distributions or redemption or voting rights and shall receive: (i) accumulated and unpaid distributions on a basis pari passu with distributions made to the holders of Class C Units pursuant to Subsection 5.1.B(iv) of the PartnershipAgreement and (ii) other distributions on a basis pari passu with distributions made to the holders of Class C Units pursuant to Subsection 5.1.B(v) of the Agreement. (b) For so long as the Class D Units are outstanding, the Series E-1 Preferred Units shall not rank senior to the Class D Units as to preferential distributions or redemption or voting rights. For so long as the Class D Units are outstanding (and the Class C Units are no longer outstanding), the Series E-1 Preferred Units shall receive: (i) accumulated and unpaid distributions on a basis pari passu with distributions made to the holders of any outstanding Class D Units pursuant to Subsection 5.1.B(ii) of the Agreement and (ii) other distributions on a basis pari passu with distributions made to the holders of any outstanding Class D Units pursuant to Subsection 5.1.B(iii) of the Agreement. (c) When the Class C Units and Class D Units are no longer outstanding, the Series E-1 Preferred Units 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, except to the extent that distributions on the Series B-2 Restricted Preferred Units may not be paid due to a lack of funds in the Nongovernmental Account. (d) Distributions made pursuant to Subsections F(ii)(a) and F(ii)(b) 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-1 Preferred Units and such other Partnership Units, as applicable, to the total amounts to be paid the Series E-1 Preferred Units and such other Partnership Units taken together on the Partnership Record Date, except in the case of distributions on the Series B-2 Restricted Preferred Units to the extent such distribution may not be paid due to a lack of funds in the Nongovernmental Account. (iii) For purposes of allocations of items made pursuant to Article VI of the Agreement: (a) As long as Class or C Units are outstanding, the Series of E-1 Preferred Units shall be Fully Junior allocated items pari passu with the allocation of items to holders of Class C Units in respect of their priority payments (i.e., as allocated in Section 6.1.A (v), (vi) and (vii) and Section 6.1.B (v), (vi) and (vii) of the Agreement) and shall share in those allocations in a pro rata manner based on the distributions and allocations of items, as applicable, made to such Partnership Units, as applicable; references to Class C Units in Article VI of the Agreement shall be deemed to also refer to Series E-1 Preferred Units except that references to distributions made to the Class C Units shall be deemed to refer to distributions made to the Series E-1 Preferred Units in a pro rata manner with such distributions made to the Class C Units. (b) As long as the Class D Units are outstanding (and the Class C Units are no longer outstanding), the Series E-1 Preferred Units shall be allocated items pari passu with the allocation of items to the holders of Class D Units in respect of their priority payments (i.e., as allocated in Section 6.1.A (iii) and (vi) and Section 6.1.B (viii) and (ix) of the Agreement) and shall share in those allocations in a pro rata manner based on the distributions and allocations of items, as applicable, made to such Partnership Units, as applicable; references to Class D Units in Article VI of the Agreement shall be deemed to also refer to Series E-1 Preferred Units except that references to distributions made to the Class D Units shall be deemed to refer to distributions made to the Series E-1 Xxxxxxxxx Xxxts in a pro rata manner with such distributions made to the Class D Units. (c) When the Class C Units and Class D Units are no longer outstanding, the Series E-1 Preferred Units shall be allocated items pari passu with the allocation of items to holders of Preference Units (i.e., as allocated in Section 6.1.A (ii) and Section 6.1.B (x) of the Agreement) and shall share in those allocations in a pro rata manner based on the distributions and allocations of items, as applicable, made to Preference Units, as applicable; references to Preference Units in Article VI of the Agreement shall be deemed to also refer to Series E-1 Preferred Units except that references to distributions made to Preference Units shall be deemed to refer to distributions made to the Series E-1 Preferred Units in a pro rata manner with such distributions, if any, made to the Preference Units.

Ranking. (i) Any Class class or Series series of Partnership Units shall be deemed to rank: (Aa) prior to the Series AM D-1 Preferred Units, as to the payment of distributions and as to distribution of assets upon liquidation, dissolution or winding up of the General Partner or the Partnership, if the holders of such Class class or Series series of Partnership Units shall be entitled to the payment receipt of distributions or the distribution of assets amounts distributable upon liquidation, dissolution or winding up, as the case may be, in preference or priority to the holders of Series AM D-1 Preferred Units, including all preferred units issued to the General Partner corresponding to preferred stock issued by the General Partner; (Bb) on a parity with the Series AM D-1 Preferred Units Units, as to the payment of distributions and 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 AM D-1 Preferred Units, if the holders of such Class Partnership Units of such class or Series of Units series and the Series AM D-1 Preferred Units shall be entitled to the payment receipt of distributions and the distribution of assets amounts distributable upon liquidation, dissolution or winding up in proportion to their respective amounts of accrued accumulated and unpaid distributions per Partnership Unit or liquidation preferences, without preference or priority one over the other (“"Parity Units”");; and (Cc) junior to the Series AM D-1 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 class or Series series of Partnership Units shall be Junior Common Partnership Units or if the General Partner, in its capacity as the holder of Series D-1 Preferred Units; and (D) junior , 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 of such class or series, and such class or series of Partnership Units shall not in either case rank prior to the Series AM D-1 Preferred Units ("Junior Units, as "). (ii) The Series A Preferred Units shall be Parity Units with respect to the payment Series D-1 Preferred Units and the holders of the Series D-1 Preferred Units and Series A Preferred Units shall be entitled to the receipt of distributions and as to the distribution of assets amounts distributable upon liquidation, dissolution or winding up in proportion to their respective (a) For so long as the Class C Units are outstanding, the Series D-1 Preferred Units shall not rank senior to the Class C Units as to preferential distributions or redemption or voting rights and shall receive: (i) accumulated and unpaid distributions pari passu with distributions made to the holders of Class C Units pursuant to Subsection 5.1.B(iv) of the PartnershipAgreement and (ii) other distributions pari passu with distributions made to the holders of Class C Units pursuant to Subsection 5.1.B(v) of the Agreement. (b) For so long as the Class D Units are outstanding, if such the Series D-1 Preferred Units shall not rank senior to the Class D Units as to preferential distributions or redemption or voting rights. For so long as the Class D Units are outstanding (and the Class C Units are no longer outstanding), the Series D-1 Preferred Units shall receive: (i) accumulated and unpaid distributions pari passu with distributions made to the holders of any outstanding Class D Units pursuant to Subsection 5.1.B(ii) of the Agreement and (ii) other distributions pari passu with distributions made to the holders of any outstanding Class D Units pursuant to Subsection 5.1.B(iii) of the Agreement. (c) When the Class C Units and Class D Units are no longer outstanding, the Series D-1 Preferred Units shall be Fully Junior Preference Units and shall receive distributions pari passu with other Partnership Units, if any, receiving distributions pursuant to Section 5.1.B(i), except to the extent that distributions on the Series B-2 Restricted Preferred Units may not be paid due to a lack of funds in the Nongovernmental Account. (d) Distributions made pursuant to Subsections G(ii)(a) and G(ii)(b) of this Exhibit J 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 D-1 Preferred Units and such other Partnership Units, as applicable, to the total amounts to be paid in respect of the Series D-1 Preferred Units and such other Partnership Units taken together on the Partnership Record Date, except in the case of distributions on the Series B-2 Restricted Preferred Units to the extent such distribution may not be paid due to a lack of funds in the Nongovernmental Account. (iii) For purposes of allocations of items made pursuant to Article VI of the Agreement: (a) As long as Class C Units are outstanding, the Series D-1 Preferred Units shall be allocated items pari passu with the allocation of items to holders of Class C Units in respect of their priority payments (i.e., as allocated in Section 6.1.A(v), (vi) and (vii) and Section 6.1.B(v), (vi) and (vii) of the Agreement) and shall share in those allocations in a pro rata manner based on the distributions and allocations of items, as (b) As long as the Class D Units are outstanding (and the Class C Units are no longer outstanding), the Series D-1 Preferred Units shall be allocated items pari passu with the allocation of items to the holders of Class D Units in respect of their priority payments (i.e., as allocated in Section 6.1.A(iii) and (vi) and Section 6.1.B(viii) and (ix) of the Agreement) and shall share in those allocations in a pro rata manner based on the distributions and allocations of items, as applicable, made to such Partnership Units, as applicable; references to Class D Units in Article VI of the Agreement shall be deemed to also refer to Series D-1 Preferred Units except that references to distributions made to the Class D Units shall be deemed to refer to distributions made to the Series D-1 Preferred Units in a pro rata manner with such distributions made to the Class D Units. (c) When the Class C Units and Class D Units are no longer outstanding, the Series D-1 Preferred Units shall be Preference Units and shall be allocated items pari passu with the allocation of items to holders of Preference Units (i.e., as allocated in Section 6.1.A(ii) and Section 6.1.B(x) of the Agreement) and shall share in those allocations in a pro rata manner based on the distributions and allocations of items, as applicable, made to Preference Units, as applicable; references to Preference Units in Article VI of the Agreement shall be deemed to also refer to Series D-1 Preferred Units except that references to distributions made to Preference Units shall be deemed to refer to distributions made to the Series D-1 Preferred Units in a pro rata manner with such distributions, if any, made to the Preference Units.

Ranking. 1. Any Class class or Series series of Partnership Units shall be deemed to rank: (Aa) prior to the Series AM D-10 Preferred Units, as to the payment of distributions and as to distribution of assets upon liquidation, dissolution or winding up of the General Partner or the Partnership, if the holders of such Class class or Series series of Partnership Units shall be entitled to the payment receipt of distributions or the distribution of assets amounts distributable upon liquidation, dissolution or winding up, as the case may be, in preference or priority to the holders of Series AM D-10 Preferred Units, including all preferred units issued to the General Partner corresponding to preferred stock issued by the General Partner; (Bb) on a parity with the Series AM D-10 Preferred Units Units, as to the payment of distributions and 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 AM D-10 Preferred Units, if the holders of such Class Partnership Units of such class or Series of Units series and the Series AM D-10 Preferred Units shall be entitled to the payment receipt of distributions and the distribution of assets amounts distributable upon liquidation, dissolution or winding up 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 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 (“Parity Units”);; and (Cc) junior to the Series AM D-10 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 class or Series series of Partnership Units shall be Class A Units or if the holders of Series D-10 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; and”). (D) junior 2. The Series A Preferred Units, Series B-1 Convertible Preferred Units, the Series B-2 Convertible Restricted Preferred Units, Series B Pass-Through Preferred Units, Series C-1 Convertible Preferred Units, Series C Pass-Through Preferred Units, Series D-1 Preferred Units, Series D-2 Preferred Units, Series D-3 Preferred Units, Series D-4 Preferred Units, Series D-5 Preferred Units, Series D-6 Preferred Units, Series D-7 Preferred Units, Series D-8 Preferred Units, Series D-9 Preferred Units, Series E-1 Convertible Preferred Units and Series F-1 Preferred Units shall be Parity Units with respect to the Series AM D-10 Preferred Units and the holders of the Series D-10 Preferred Units and Series A Preferred Units, as Series B-1 Convertible Preferred Units, the Series B-2 Restricted Preferred Units, Series B Pass-Through Preferred Units, Series C-1 Preferred Units, Series C Pass-Through Preferred Units, Series D-1 Preferred Units, Series D-2 Preferred Units, Series D-3 Preferred Units, Series D-4 Preferred Units, Series D-5 Preferred Units, Series D-6 Preferred Units, Series D-7 Preferred Units, Series D-8 Preferred Units, Series D-9 Preferred Units, Series E-1 Convertible Preferred Units and Series F-1 Preferred Units shall be entitled to the payment receipt of distributions and as to the distribution of assets 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 Partnershipother, if such Class or except in the case of distributions on the Series B-2 Restricted Preferred Units to the extent not payable due to a lack of funds in the Nongovernmental Account and except that: a) the Series D-10 Preferred Units shall be Fully Junior 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, except to the extent that distributions on the Series B-2 Restricted Preferred Units may not be paid due to a lack of funds in the Nongovernmental Account; and b) Distributions made pursuant to Subsections G(ii)(a) of this Exhibit X 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 D-10 Preferred Units and such other Partnership Units, as applicable, to the total amounts to be paid in respect of the Series D-10 Preferred Units and such other Partnership Units taken together on the Partnership Record Date, except in the case of distributions on the Series B-2 Restricted Preferred Units to the extent such distributions may not be paid due to a lack of funds in the Nongovernmental Account. 3. For purposes of allocations of items made pursuant to Article VI of the Agreement, the Series D-10 Preferred Units shall be Preference Units and shall be allocated items pari passu with the allocation of items to holders of Preference Units (i.e., as allocated in Section 6.1.A (ii) and Section 6.1.B (x) of the Agreement) and shall share in those allocations in a pro rata manner based on the distributions and allocations of items, as applicable, made to Preference Units, as applicable; references to Preference Units in Article VI of the Agreement shall be deemed to also refer to Series D-10 Preferred Units except that references to distributions made to Preference Units shall be deemed to refer to distributions made to the Series D-10 Preferred Units in a pro rata manner with such distributions, if any, made to the Preference Units.

Ranking. (i) Any Class class or Series series of Partnership Units shall be deemed to rank: (Aa) prior to the Series AM D-1 Preferred Units, as to the payment of distributions and as to distribution of assets upon liquidation, dissolution or winding up of the General Partner or the Partnership, if the holders of such Class class or Series series of Partnership Units shall be entitled to the payment receipt of distributions or the distribution of assets amounts distributable upon liquidation, dissolution or winding up, as the case may be, in preference or priority to the holders of Series AM D-1 Preferred Units, including all preferred units issued to the General Partner corresponding to preferred stock issued by the General Partner; (Bb) on a parity with the Series AM D-1 Preferred Units Units, as to the payment of distributions and 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 AM D-1 Preferred Units, if the holders of such Class Partnership Units of such class or Series of Units series and the Series AM D-1 Preferred Units shall be entitled to the payment receipt of distributions and the distribution of assets amounts distributable upon liquidation, dissolution or winding up in proportion to their respective amounts of accrued accumulated and unpaid distributions per Partnership Unit or liquidation preferences, without preference or priority one over the other (“"Parity Units”");; and (Cc) junior to the Series AM D-1 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 class or Series series of Partnership Units shall be Junior Common Partnership Units or if the General Partner, in its capacity as the holder of Series D-1 Preferred Units; and (D) junior , 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 of such class or series, and such class or series of Partnership Units shall not in either case rank prior to the Series AM D-1 Preferred Units ("Junior Units, as "). (ii) The Series A Preferred Units shall be Parity Units with respect to the payment Series D-1 Preferred Units and the holders of the Series D-1 Preferred Units and Series A Preferred Units shall be entitled to the receipt of distributions and as to the distribution of assets amounts distributable upon liquidation, dissolution or winding up in proportion to their respective (a) For so long as the Class C Units are outstanding, the Series D-1 Preferred Units shall not rank senior to the Class C Units as to preferential distributions or redemption or voting rights and shall receive: (i) accumulated and unpaid distributions pari passu with distributions made to the holders of Class C Units pursuant to Subsection 5.1.B(iv) of the PartnershipAgreement and (ii) other distributions pari passu with distributions made to the holders of Class C Units pursuant to Subsection 5.1.B(v) of the Agreement. (b) For so long as the Class D Units are outstanding, if such the Series D-1 Preferred Units shall not rank senior to the Class D Units as to preferential distributions or redemption or voting rights. For so long as the Class D Units are outstanding (and the Class C Units are no longer outstanding), the Series D-1 Preferred Units shall receive: (i) accumulated and unpaid distributions pari passu with distributions made to the holders of any outstanding Class D Units pursuant to Subsection 5.1.B(ii) of the Agreement and (ii) other distributions pari passu with distributions made to the holders of any outstanding Class D Units pursuant to Subsection 5.1.B(iii) of the Agreement. (c) When the Class C Units and Class D Units are no longer outstanding, the Series D-1 Preferred Units shall be Fully Junior Preference Units and shall receive distributions pari passu with other Partnership Units, if any, receiving distributions pursuant to Section 5.1.B(i), except to the extent that distributions on the Series B-2 Restricted Preferred Units may not be paid due to a lack of funds in the Nongovernmental Account. (d) Distributions made pursuant to Subsections G(ii)(a) and G(ii)(b) of this Exhibit J 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 D-1 Preferred Units and such other Partnership Units, as applicable, to the total amounts to be paid in respect of the Series D-1 Preferred Units and such other Partnership Units taken together on the Partnership Record Date, except in the case of distributions on the Series B-2 Restricted Preferred Units to the extent such distribution may not be paid due to a lack of funds in the Nongovernmental Account. (iii) For purposes of allocations of items made pursuant to Article VI of the Agreement: (a) As long as Class C Units are outstanding, the Series D-1 Preferred Units shall be allocated items pari passu with the allocation of items to holders of Class C Units in respect of their priority payments (i.e., as allocated in Section 6.1.A (v), (vi) and (vii) and Section 6.1.B (v), (vi) and (vii) of the Agreement) and shall share in those allocations in a pro rata manner based on the distributions and allocations of items, as (b) As long as the Class D Units are outstanding (and the Class C Units are no longer outstanding), the Series D-1 Preferred Units shall be allocated items pari passu with the allocation of items to the holders of Class D Units in respect of their priority payments (i.e., as allocated in Section 6.1.A (iii) and (vi) and Section 6.1.B (viii) and (ix) of the Agreement) and shall share in those allocations in a pro rata manner based on the distributions and allocations of items, as applicable, made to such Partnership Units, as applicable; references to Class D Units in Article VI of the Agreement shall be deemed to also refer to Series D-1 Preferred Units except that references to distributions made to the Class D Units shall be deemed to refer to distributions made to the Series D-1 Preferred Units in a pro rata manner with such distributions made to the Class D Units. (c) When the Class C Units and Class D Units are no longer outstanding, the Series D-1 Preferred Units shall be Preference Units and shall be allocated items pari passu with the allocation of items to holders of Preference Units (i.e., as allocated in Section 6.1.A (ii) and Section 6.1.B (x) of the Agreement) and shall share in those allocations in a pro rata manner based on the distributions and allocations of items, as applicable, made to Preference Units, as applicable; references to Preference Units in Article VI of the Agreement shall be deemed to also refer to Series D-1 Preferred Units except that references to distributions made to Preference Units shall be deemed to refer to distributions made to the Series D-1 Preferred Units in a pro rata manner with such distributions, if any, made to the Preference Units.

Ranking. (i) Any Class class or Series series of Partnership Units shall be deemed to rank: (Aa) prior to the Series AM D-4 Preferred Units, as to the payment of distributions and as to distribution of assets upon liquidation, dissolution or winding up of the General Partner or the Partnership, if the holders of such Class class or Series series of Partnership Units shall be entitled to the payment receipt of distributions or the distribution of assets amounts distributable upon liquidation, dissolution or winding up, as the case may be, in preference or priority to the holders of Series AM D-4 Preferred Units, including all preferred units issued to the General Partner corresponding to preferred stock issued by the General Partner; (Bb) on a parity with the Series AM D-4 Preferred Units Units, as to the payment of distributions and 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 AM D-4 Preferred Units, if the holders of such Class Partnership Units of such class or Series of Units series and the Series AM D-4 Preferred Units shall be entitled to the payment receipt of distributions and the distribution of assets amounts distributable upon liquidation, dissolution or winding up 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 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 (“"Parity Units”");; and (Cc) junior to the Series AM D-4 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 class or Series series of Partnership Units shall be Junior Units; and (D) junior Class A Units or if the holders of Series D-4 Preferred Units shall be entitled to the Series AM Preferred Units, as to the payment receipt of distributions and as to the distribution or of assets amounts distributable upon liquidation, dissolution or winding up up, as the case may be, in preference or priority to the holders of Partnership Units of such class or series ("Junior Units"). (a) For so long as the Class D Units are outstanding, the Series D-4 Preferred Units shall not rank senior to the Class D Units as to preferential distributions or redemption or voting rights. For so long as the Class D Units are outstanding, the Series D-4 Preferred Units shall receive: (i) accumulated and unpaid distributions on a basis pari passu with distributions made to the holders of any outstanding Class D Units pursuant to Subsection 5.1.B(ii) of the PartnershipAgreement and (ii) other distributions on a basis pari passu with distributions made to the holders of any outstanding Class D Units pursuant to Subsection 5.1.B(iii) of the Agreement. (b) When the Class D Units are no longer outstanding, if such Class or the Series of D-4 Preferred Units shall be Fully Junior 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, except to the extent that distributions on the Series B-2 Restricted Preferred Units may not be paid due to a lack of funds in the Nongovernmental Account. (c) Distributions made pursuant to Subsections G (ii)(a) and G(ii)(b) of this Exhibit Q 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 D-4 Preferred Units and such other Partnership Units, as applicable, to the total amounts to be paid in respect of the Series D-4 Preferred Units and such other Partnership Units taken together on the Partnership Record Date, except in the case of distributions on the Series B-2 Restricted Preferred Units to the extent such distribution may not be paid due to a lack of funds in the Nongovernmental Account.

Ranking. (i) Any Class class or Series series of Partnership Units shall be deemed to rank: (Aa) prior to the Series AM J Preferred Units, as to the payment of distributions and as to distribution of assets upon liquidation, dissolution or winding up of the General Partner or the Partnership, if the holders of such Class class or Series series of Preferred Units shall be entitled to the payment receipt of distributions or the distribution of assets amounts distributable upon liquidation, dissolution or winding up, as the case may be, in preference or priority to the holders of Series AM J Preferred Units, including all preferred units issued to the General Partner corresponding to preferred stock issued by the General Partner; (Bb) on a parity with the Series AM J Preferred Units Units, as to the payment of distributions and 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 AM J Preferred Units, if the holders of such Class Partnership Units of such class or Series of Units series and the Series AM J Preferred Units shall be entitled to the payment receipt of distributions and the distribution of assets amounts distributable upon liquidation, dissolution or winding up 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 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 (“Parity Units”);; and (Cc) junior to the Series AM J 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 class or Series series of Partnership Units shall be Class A Units or if the holders of Series J 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 of such class or series (“Junior Units; and”). (Dii) junior The Series A Preferred Units, Series D-10 Preferred Units, Series D-11 Preferred Units, Series D-13 Preferred Units, Series D-14 Preferred Units, Series D-15 Preferred Units, Series D-16 Preferred Units, Series E Preferred Units, Series F Preferred Units, Series G Preferred Units, Series G-1 Preferred Units, Series G-2 Preferred Units, Series G-3 Preferred Units, Series G-4 Preferred Units, Series H Preferred Units and Series I Preferred Units shall be Parity Units with respect to the Series AM J Preferred Units and the holders of the Series J Preferred Units and holders of the Series A Preferred Units, as Series D-10 Preferred Units, Series D-11 Preferred Units, Series D-13 Preferred Units, Series D-14 Preferred Units, Series D-15 Preferred Units, Series D-16 Preferred Units, Series E Preferred Units, Series F Preferred Units, Series G Preferred Units, Series G-1 Preferred Units, Series G-2 Preferred Units, Series G-3 Preferred Units, Series G-4 Preferred Units, Series H Preferred Units and Series I Preferred Units shall be entitled to the payment receipt of distributions and as to the distribution of assets 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 Partnershipother, if such Class or except in the case of distributions on the Series B-2 Restricted Preferred Units to the extent not payable due to a lack of funds in the Nongovernmental Account and except that: (i) the Series J Preferred Units shall be Fully Junior 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, except to the extent that distributions on the Series B-2 Restricted Preferred Units may not be paid due to a lack of funds in the Nongovernmental Account; and (ii) Distributions made pursuant to Subsections G(ii)(a) of this Exhibit AO 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 J Preferred Units and such other Partnership Units, as applicable, to the total amounts to be paid in respect of the Series J Preferred Units and such other Partnership Units taken together on the Partnership Record Date, except in the case of distributions on the Series B-2 Restricted Preferred Units to the extent such distributions may not be paid due to a lack of funds in the Nongovernmental Account.

Ranking. (a) Any Class class or Series series of Partnership Units shall be deemed to rank: (Ai) prior to the Series AM E Preferred Units, as to the payment of distributions and or as to distribution of assets upon liquidation, dissolution or winding up of the Company or the Partnership, if the holders of such Class class or Series series of Preferred Units shall be entitled to the payment receipt of distributions or the distribution of assets amounts distributable upon liquidation, dissolution or winding up, as the case may be, in preference or priority to the holders of Series AM E Preferred Units, including all preferred units issued to the General Partner corresponding to preferred stock issued by the General Partner; (Bii) on a parity with the Series AM Preferred Units as to the payment of distributions and as to the distribution 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 be different from those of the Series AM Preferred Units, if the holders of such Class or Series of Units and the Series AM 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 and unpaid distributions per Unit or liquidation preferences, without preference or priority one over the other (“Parity Units”); (C) junior to the Series AM E 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 E Preferred Units, if the holders of such Class Partnership Units of such class or series and the Series of E Preferred Units shall be Junior Unitsentitled 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 (Diii) junior to the Series AM E Preferred Units, as to the payment of distributions and or as to the distribution of assets upon liquidation, dissolution or winding up of the Company or the Partnership, if such Class class or Series series of Partnership Units shall be Fully Junior 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 of such class or series. (b) As of the date hereof, 2,466,689 issued and outstanding Series A Preferred Units, 13,998,905 issued and outstanding Series B Preferred Units, 5,000,000 issued and outstanding Series C Preferred Units and 8,000,000 issued and outstanding Series D Preferred Units are Parity Preferred Units with respect to the Series E Preferred Units. (c) 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: (i) 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 of the Agreement; and (ii) Distributions made pursuant to Section 20.6(c)(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 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. (i) Any Class class or Series series of Partnership Units shall be deemed to rank: (Aa) prior to the Series AM N Preferred Units, as to the payment of distributions and as to distribution of assets upon liquidation, dissolution or winding up of the General Partner or the Partnership, if the holders of such Class class or Series series of Preferred Units shall be entitled to the payment receipt of distributions or the distribution of assets amounts distributable upon liquidation, dissolution or winding up, as the case may be, in preference or priority to the holders of Series AM N Preferred Units, including all preferred units issued to the General Partner corresponding to preferred stock issued by the General Partner; (Bb) on a parity with the Series AM N Preferred Units Units, as to the payment of distributions and 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 AM N Preferred Units, if the holders of such Class Partnership Units of such class or Series of Units series and the Series AM N Preferred Units shall be entitled to the payment receipt of distributions and the distribution of assets amounts distributable upon liquidation, dissolution or winding up 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 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 (“Parity Units”);; and (Cc) junior to the Series AM N 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 class or Series series of Partnership Units shall be Class A Units or if the holders of Series N 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 of such class or series (“Junior Units; and”). (Dii) junior The Series A Preferred Units, Series D-13 Preferred Units, Series D-16 Preferred Units, Series D-17 Preferred Units, Series G-1 Preferred Units, Series G-2 Preferred Units, Series G-3 Preferred Units, Series G-4 Preferred Units, Series K Preferred Units, Series L Preferred Units and the Series M Preferred Units shall be Parity Units with respect to the Series AM N Preferred Units and the holders of the Series N Preferred Units and holders of the Series A Preferred Units, as Series D-13 Preferred Units, Series D-16 Preferred Units, Series D-17 Preferred Units, Series G-1 Preferred Units, Series G-2 Preferred Units, Series G-3 Preferred Units, Series G-4 Preferred Units, Series K Preferred Units, Series L Preferred Units and Series M Preferred Units shall be entitled to the payment receipt of distributions and as to the distribution of assets 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 Partnershipother, if such Class or except in the case of distributions on the Series B-2 Restricted Preferred Units to the extent not payable due to a lack of funds in the Nongovernmental Account and except that: (i) the Series N Preferred Units shall be Fully Junior 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, except to the extent that distributions on the Series B-2 Restricted Preferred Units may not be paid due to a lack of funds in the Nongovernmental Account; and (ii) Distributions made pursuant to Subsections G(ii)(a) of this Exhibit AU 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 N Preferred Units and such other Partnership Units, as applicable, to the total amounts to be paid in respect of the Series N Preferred Units and such other Partnership Units taken together on the Partnership Record Date, except in the case of distributions on the Series B-2 Restricted Preferred Units to the extent such distributions may not be paid due to a lack of funds in the Nongovernmental Account.

Ranking. (i) Any Class class or Series series of Partnership Units shall be deemed to rank: (Aa) prior to the Series AM K Preferred Units, as to the payment of distributions and as to distribution of assets upon liquidation, dissolution or winding up of the General Partner or the Partnership, if the holders of such Class class or Series series of Preferred Units shall be entitled to the payment receipt of distributions or the distribution of assets amounts distributable upon liquidation, dissolution or winding up, as the case may be, in preference or priority to the holders of Series AM K Preferred Units, including all preferred units issued to the General Partner corresponding to preferred stock issued by the General Partner; (Bb) on a parity with the Series AM K Preferred Units Units, as to the payment of distributions and 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 AM K Preferred Units, if the holders of such Class Partnership Units of such class or Series of Units series and the Series AM K Preferred Units shall be entitled to the payment receipt of distributions and the distribution of assets amounts distributable upon liquidation, dissolution or winding up 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 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 (“Parity Units”);; and (Cc) junior to the Series AM K 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 class or Series series of Partnership Units shall be Class A Units or if the holders of Series K 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 of such class or series (“Junior Units; and”). (Dii) junior The Series A Preferred Units, Series D-10 Preferred Units, Series D-11 Preferred Units, Series D-12 Preferred Units, Series D-13 Preferred Units, Series D-14 Preferred Units, Series D-15 Preferred Units, Series D-16 Preferred Units, Series E Preferred Units, Series F Preferred Units, Series G Preferred Units, Series G-1 Preferred Units, Series G-2 Preferred Units, Series G-3 Preferred Units, Series G-4 Preferred Units, Series H Preferred Units, Series I Preferred Units and Series J Preferred Units shall be Parity Units with respect to the Series AM K Preferred Units and the holders of the Series K Preferred Units and holders of the Series A Preferred Units, as Series D-10 Preferred Units, Series D-11 Preferred Units, Series D-12 Preferred Units, Series D-13 Preferred Units, Series D-14 Preferred Units, Series D-15 Preferred Units, Series D-16 Preferred Units, Series E Preferred Units, Series F Preferred Units, Series G Preferred Units, Series G-1 Preferred Units, Series G-2 Preferred Units, Series G-3 Preferred Units, Series G-4 Preferred Units, Series H Preferred Units, Series I Preferred Units and Series J Preferred Units shall be entitled to the payment receipt of distributions and as to the distribution of assets 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 Partnershipother, if such Class or except in the case of distributions on the Series B-2 Restricted Preferred Units to the extent not payable due to a lack of funds in the Nongovernmental Account and except that: (i) the Series K Preferred Units shall be Fully Junior 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, except to the extent that distributions on the Series B-2 Restricted Preferred Units may not be paid due to a lack of funds in the Nongovernmental Account; and (ii) Distributions made pursuant to Subsections G(ii)(a) of this Exhibit AP 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 K Preferred Units and such other Partnership Units, as applicable, to the total amounts to be paid in respect of the Series K Preferred Units and such other Partnership Units taken together on the Partnership Record Date, except in the case of distributions on the Series B-2 Restricted Preferred Units to the extent such distributions may not be paid due to a lack of funds in the Nongovernmental Account.

Ranking. (i) Any Class class or Series series of Partnership Units shall be deemed to rank: (Aa) prior to the Series AM D-12 Preferred Units, as to the payment of distributions and as to distribution of assets upon liquidation, dissolution or winding up of the General Partner or the Partnership, if the holders of such Class class or Series series of Partnership Units shall be entitled to the payment receipt of distributions or the distribution of assets amounts distributable upon liquidation, dissolution or winding up, as the case may be, in preference or priority to the holders of Series AM D-12 Preferred Units, including all preferred units issued to the General Partner corresponding to preferred stock issued by the General Partner; (Bb) on a parity with the Series AM D-12 Preferred Units Units, as to the payment of distributions and 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 AM D-12 Preferred Units, if the holders of such Class Partnership Units of such class or Series of Units series and the Series AM D-12 Preferred Units shall be entitled to the payment receipt of distributions and the distribution of assets amounts distributable upon liquidation, dissolution or winding up 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 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 (“Parity Units”);; and (Cc) junior to the Series AM D-12 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 class or Series series of Partnership Units shall be Class A Units or if the holders of Series D-12 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; and”). (Dii) junior The Series A Preferred Units, Series B-1 Convertible Preferred Units, the Series B-2 Convertible Restricted Preferred Units, Series B Pass-Through Preferred Units, Series C-1 Convertible Preferred Units, Series C Pass-Through Preferred Units, Series D-1 Preferred Units, Series D-2 Preferred Units, Series D-3 Preferred Units, Series D-4 Preferred Units, Series D-5 Preferred Units, Series D-6 Preferred Units, Series D-7 Preferred Units, Series D-8 Preferred Units, Series D-9 Preferred Units, Series D-10 Preferred Units, Series D-11 Preferred Units, Series E-1 Convertible Preferred Units, Series E Cumulative Redeemable Preferred Units, Series F-1 Preferred Units and Series F Cumulative Redeemable Preferred Units shall be Parity Units with respect to the Series AM D-12 Preferred Units and the holders of the Series D-12 Preferred Units and Series A Preferred Units, as Series B-1 Convertible Preferred Units, the Series B-2 Convertible Restricted Preferred Units, Series B Pass-Through Preferred Units, Series C-1 Convertible Preferred Units, Series C Pass-Through Preferred Units, Series D-1 Preferred Units, Series D-2 Preferred Units, Series D-3 Preferred Units, Series D-4 Preferred Units, Series D-5 Preferred Units, Series D-6 Preferred Units, Series D-7 Preferred Units, Series D-8 Preferred Units, Series D-9 Preferred Units, Series D-10 Preferred Units, Series D-11 Preferred Units, Series E-1 Convertible Preferred Units, Series E Cumulative Redeemable Preferred Units, Series F-1 Preferred Units and Series F Cumulative Redeemable Preferred Units shall be entitled to the payment receipt of distributions and as to the distribution of assets 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 Partnershipother, if such Class or except in the case of distributions on the Series B-2 Restricted Preferred Units to the extent not payable due to a lack of funds in the Nongovernmental Account and except that: (a) The Series D-12 Preferred Units shall be Fully Junior 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, except to the extent that distributions on the Series B-2 Restricted Preferred Units may not be paid due to a lack of funds in the Nongovernmental Account. (b) Distributions made pursuant to Subsection G(ii)(a) of this Exhibit AB 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 D-12 Preferred Units and such other Partnership Units, as applicable, to the total amounts to be paid in respect of the Series D-12 Preferred Units and such other Partnership Units taken together on the Partnership Record Date, except in the case of distributions on the Series B-2 Restricted Preferred Units to the extent such distributions may not be paid due to a lack of funds in the Nongovernmental Account. (iii) For purposes of allocations of items made pursuant to Article VI of the Agreement the Series D-12 Preferred Units shall be Preference Units and shall be allocated items pari passu with the allocation of items to holders of Preference Units (i.e., as allocated in Section 6.1.A(ii) and Section 6.1.B (x) of the Agreement) and shall share in those allocations in a pro rata manner based on the distributions and allocations of items, as applicable, made to Preference Units, as applicable; references to Preference Units in Article VI of the Agreement shall be deemed to also refer to Series D-12 Preferred Units except that references to distributions made to Preference Units shall be deemed to refer to distributions made to the Series D-12 Preferred Units in a pro rata manner with such distributions, if any, made to the Preference Units.

Ranking. Any Class class or Series series of Partnership Units shall be ------- deemed to rank: (A) prior to the Series AM F Preferred Units, as to the payment of distributions and as to distribution of assets upon liquidation, dissolution or winding up of the Partnership, if the holders of such Class class or Series series of Partnership Units shall be entitled to the payment receipt of distributions or the distribution of assets amounts distributable upon liquidation, dissolution or winding up, as the case may be, in preference or priority to the holders of Series AM F Preferred Units, including all preferred units issued to the General Partner corresponding to preferred stock issued by the General Partner; (B) on a parity with the Series AM F Preferred Units as to the payment of distributions and as to the distribution 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 Partnership Unit be different from those of the Series AM F Preferred Units, if the holders of such Class class or Series series of Partnership Units and the Series AM F Preferred Units shall be entitled to the payment receipt of distributions and the distribution of assets amounts distributable upon liquidation, dissolution or winding up 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 (“"Parity Units”"); (C) junior to the Series AM F 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 class or Series series of Partnership Units shall be Junior Units; and (D) junior to the Series AM F Preferred Units, as to the payment of distributions and as to the distribution of assets upon liquidation, dissolution or winding up of the Partnership, if such Class class or Series series of Partnership Units shall be Fully Junior Units.;

Ranking. (i) Any Class class or Series series of Partnership Units shall be deemed to rank: (Aa) prior to the Series AM D-13 Preferred Units, as to the payment of distributions and as to distribution of assets upon liquidation, dissolution or winding up of the General Partner or the Partnership, if the holders of such Class class or Series series of Partnership Units shall be entitled to the payment receipt of distributions or the distribution of assets amounts distributable upon liquidation, dissolution or winding up, as the case may be, in preference or priority to the holders of Series AM D-13 Preferred Units, including all preferred units issued to the General Partner corresponding to preferred stock issued by the General Partner; (Bb) on a parity with the Series AM D-13 Preferred Units Units, as to the payment of distributions and 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 AM D-13 Preferred Units, if the holders of such Class Partnership Units of such class or Series of Units series and the Series AM D-13 Preferred Units shall be entitled to the payment receipt of distributions and the distribution of assets amounts distributable upon liquidation, dissolution or winding up 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 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 (“"Parity Units”");; and (Cc) junior to the Series AM D-13 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 class or Series series of Partnership Units shall be Class A Units or if the holders of Series D-13 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; and"). (Dii) junior The Series A Preferred Units, Series B Pass-Through Preferred Units and Series C Pass-Through Preferred Units shall be Parity Units with respect to the Series AM D-13 Preferred Units and the holders of the Series D-13 Preferred Units and Series A Preferred Units, as Series B Pass-Through Preferred Units and Series C Pass-Through Preferred Units shall be entitled to the payment receipt of distributions and as to the distribution of assets 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 Partnershipother, if such Class or except in the case of distributions on the Series B-2 Restricted Preferred Units to the extent not payable due to a lack of funds in the Nongovernmental Account. The Series D-13 Preferred Units shall be Fully Junior 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, except to the extent that distributions on the Series B-2 Restricted Preferred Units may not be paid due to a lack of funds in the Nongovernmental Account. Distributions made pursuant to Subsections G(ii)(a) and G(ii)(b) of this Exhibit AD 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 in respect of the Series D-13 Preferred Units and such other Partnership Units, as applicable, to the total amounts to be paid in respect of the Series D-13 Preferred Units and such other Partnership Units taken together on the Partnership Record Date, except in the case of distributions on the Series B-2 Restricted Preferred Units to the extent such distributions may not be paid due to a lack of funds in the Nongovernmental Account. (iii) For purposes of allocations of items made pursuant to Article VI of the Agreement, the Series D-13 Preferred Units shall be Preference Units and shall be allocated items pari passu with the allocation of items to holders of Preference Units (i.e., as allocated in Section 6.1.A(ii) and Section 6.1.B (x) of the Agreement) and shall share in those allocations in a pro rata manner based on the distributions and allocations of items, as applicable, made to Preference Units, as applicable; references to Preference Units in Article VI of the Agreement shall be deemed to also refer to Series D-13 Preferred Units except that references to distributions made to Preference Units shall be deemed to refer to distributions made to the Series D-13 Preferred Units in a pro rata manner with such distributions, if any, made to the Preference Units.

Ranking. (i) Any Class class or Series series of Partnership Units shall be deemed to rank: (Aa) prior to the Series AM E Preferred Units, as to the payment of distributions and as to distribution of assets upon liquidation, dissolution or winding up of the General Partner or the Partnership, if the holders of such Class class or Series series of Preferred Units shall be entitled to the payment receipt of distributions or the distribution of assets amounts distributable upon liquidation, dissolution or winding up, as the case may be, in preference or priority to the holders of Series AM E Preferred Units, including all preferred units issued to the General Partner corresponding to preferred stock issued by the General Partner; (Bb) on a parity with the Series AM E Preferred Units Units, as to the payment of distributions and 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 AM E Preferred Units, if the holders of such Class Partnership Units of such class or Series of Units series and the Series AM E Preferred Units shall be entitled to the payment receipt of distributions and the distribution of assets amounts distributable upon liquidation, dissolution or winding up 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 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 (“"Parity Units”");; and (Cc) junior to the Series AM 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 class or Series series of Partnership Units shall be Class A 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 of such class or series ("Junior Units; and"). (Dii) junior The Series A Preferred Units, Series B-1 Convertible Preferred Units, the Series B-2 Convertible Restricted Preferred Units, Series B Pass-Through Preferred Units, Series C-1 Convertible Preferred Units, Series C Pass-Through Preferred Units, Series D-1 Preferred Units, Series D-2 Preferred Units, Series D-3 Preferred Units, Series D-4 Preferred Units, Series D-5 Preferred Units, Series D-6 Preferred Units, Series D-7 Preferred Units, Series D-8 Preferred Units, Series D-9 Preferred Units, Series D-10 Preferred Units, Series D-11 Preferred Units, Series E-1 Convertible Preferred Units and Series F-1 Preferred Units shall be Parity Units with respect to the Series AM E Preferred Units and the holders of the Series E Preferred Units and Series A Preferred Units, as Series B-1 Convertible Preferred Units, the Series B-2 Restricted Preferred Units, Series B Pass-Through Preferred Units, Series C-1 Preferred Units, Series C Pass-Through Preferred Units, Series D-1 Preferred Units, Series D-2 Preferred Units, Series D-3 Preferred Units, Series D-4 Preferred Units, Series D-5 Preferred Units, Series D-6 Preferred Units, Series D-7 Preferred Units, Series D-8 Preferred Units, Series D-9 Preferred Units, Series D-10 Preferred Units, Series D-11 Preferred Units, Series E-1 Convertible Preferred Units and Series F-1 Preferred Units shall be entitled to the payment receipt of distributions and as to the distribution of assets 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 Partnershipother, if such Class or except in the case of distributions on the Series B-2 Restricted Preferred Units to the extent not payable due to a lack of funds in the Nongovernmental Account and except that: the Series E Preferred Units shall be Fully Junior 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, except to the extent that distributions on the Series B-2 Restricted Preferred Units may not be paid due to a lack of funds in the Nongovernmental Account; and Distributions made pursuant to Subsections G(ii)(a) of this Exhibit Y 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, except in the case of distributions on the Series B-2 Restricted Preferred Units to the extent such distributions may not be paid due to a lack of funds in the Nongovernmental Account.

Ranking. (i) Any Class class or Series series of Partnership Units shall be deemed to rank: (Aa) prior to the Series AM G-2 Preferred Units, as to the payment of distributions and as to distribution of assets upon liquidation, dissolution or winding up of the General Partner or the Partnership, if the holders of such Class class or Series series of Partnership Units shall be entitled to the payment receipt of distributions or the distribution of assets amounts distributable upon liquidation, dissolution or winding up, as the case may be, in preference or priority to the holders of Series AM G-2 Preferred Units, including all preferred units issued to the General Partner corresponding to preferred stock issued by the General Partner; (Bb) on a parity with the Series AM G-2 Preferred Units Units, as to the payment of distributions and 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 AM G-2 Preferred Units, if the holders of such Class Partnership Units of such class or Series of Units series and the Series AM G-2 Preferred Units shall be entitled to the payment receipt of distributions and the distribution of assets amounts distributable upon liquidation, dissolution or winding up 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 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 (“Parity Units”);; and (Cc) junior to the Series AM G-2 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 class or Series series of Partnership Units shall be Common Partnership Units or if the holders of Series G-2 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; and”). (Dii) junior The Series A Preferred Units, Series B-1 Convertible Preferred Units, the Series B-2 Convertible Restricted Preferred Units, Series B Pass-Through Preferred Units, Series C-1 Convertible Preferred Units, Series C Pass-Through Preferred Units, Series D-1 Preferred Units, Series D-2 Preferred Units, Series D-3 Preferred Units, Series D-4 Preferred Units, Series D-5 Preferred Units, Series D-6 Preferred Units, Series D-7 Preferred Units, Series D-8 Preferred Units, Series D-9 Preferred Units, Series D-10 Preferred Units, Series D-11 Preferred Units, Series D-00 Xxxxxxxxx Xxxxx, X-00 Preferred Units, Series D-14 Preferred Units, Series E-1 Convertible Preferred Units, Series E Preferred Units, Series F-1 Preferred Units, Series F Preferred Units, Series G Preferred Units, Series G-1 Preferred Units, Series G-2 Preferred Units, Series G-3 Preferred Units, Series G-4 Preferred Units, Series H Preferred Units and Series I Preferred Units shall be Parity Units with respect to the Series AM G-2 Preferred Units and the holders of the Series G-2 Preferred Units and holders of the Series A Preferred Units, as Series B-1 Convertible Preferred Units, the Series B-2 Restricted Preferred Units, Series B Pass-Through Preferred Units, Series C-1 Convertible Preferred Units, Series C Pass-Through Preferred Units, Series D-1 Preferred Units, Series D-2 Preferred Units, Series D-3 Preferred Units, Series D-4 Preferred Units, Series D-5 Preferred Units, Series D-6 Preferred Units, Series D-7 Preferred Units, Series D-8 Preferred Units, Series D-9 Preferred Units, Series D-10 Preferred Units, Series D-11 Preferred Units, Series D-00 Xxxxxxxxx Xxxxx, X-00 Preferred Units, Series D-14 Preferred Units, Series E-1 Convertible Preferred Units, Series E Preferred Units, Series F-1 Preferred Units, Series F Preferred Units, Series G Preferred Units, Series G-1 Preferred Units, Series G-2 Preferred Units, Series G-3 Preferred Units, Series G-4 Preferred Units, Series H Preferred Units and Series I Preferred shall be entitled to the payment receipt of distributions and as to the distribution of assets 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 Partnershipother, if such Class or except in the case of distributions on the Series B-2 Restricted Preferred Units to the extent not payable due to a lack of funds in the Nongovernmental Account and except that: (a) The Series G-2 Preferred Units shall be Fully Junior 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, except to the extent that distributions on the Series B-2 Restricted Preferred Units may not be paid due to a lack of funds in the Nongovernmental Account. (b) Distributions made pursuant to Subsection 2.G(ii)(a) of this Exhibit AK 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 G-2 Preferred Units and such other Partnership Units, as applicable, to the total amounts to be paid in respect of the Series G-2 Preferred Units and such other Partnership Units taken together on the Partnership Record Date, except in the case of distributions on the Series B-2 Restricted Preferred Units to the extent such distributions may not be paid due to a lack of funds in the Nongovernmental Account. (iii) For purposes of allocations of items made pursuant to Article VI of the Agreement, the Series G-2 Preferred Units shall be Preference Units and shall be allocated items pari passu with the allocation of items to holders of Preference Units (i.e., as allocated in Section 6.1.A(ii) and Section 6.1.B (x) of the Agreement) and shall share in those allocations in a pro rata manner based on the distributions and allocations of items, as applicable, made to Preference Units, as applicable; references to Preference Units in Article VI of the Agreement shall be deemed to also refer to Series G-2 Preferred Units except that references to distributions made to Preference Units shall be deemed to refer to distributions made to the Series G-2 Preferred Units in a pro rata manner with such distributions, if any, made to the Preference Units.

Ranking. Any Class class or Series series of Partnership Units shall be deemed ------- to rank: (A) prior to the Series AM A Preferred Units, as to the payment of distributions and as to distribution of assets upon liquidation, dissolution or winding up of the Partnership, if the holders of such Class class or Series series of Partnership Units shall be entitled to the payment receipt of distributions or the distribution of assets amounts distributable upon liquidation, dissolution or winding up, as the case may be, in preference or priority to the holders of Series AM A Preferred Units, including all preferred units issued to the General Partner corresponding to preferred stock issued by the General Partner; (B) on a parity with the Series AM A Preferred Units as to the payment of distributions and as to the distribution 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 Partnership Unit be different from those of the Series AM A Preferred Units, if the holders of such Class class or Series series of Partnership Units and the Series AM A Preferred Units shall be entitled to the payment receipt of distributions and the distribution of assets amounts distributable upon liquidation, dissolution or winding up 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 (“"Parity Units”"); (C) junior to the Series AM A 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 class or Series series of Partnership Units shall be Junior Units; and (D) junior to the Series AM A Preferred Units, as to the payment of distributions and as to the distribution of assets upon liquidation, dissolution or winding up of the Partnership, if such Class class or Series series of Partnership Units shall be Fully Junior Units.;

Ranking. (i) Any Class class or Series series of Partnership Units shall be deemed to rank: (Aa) prior to the Series AM D-16 Preferred Units, as to the payment of distributions and as to distribution of assets upon liquidation, dissolution or winding up of the General Partner or the Partnership, if the holders of such Class class or Series series of Partnership Units shall be entitled to the payment receipt of distributions or the distribution of assets amounts distributable upon liquidation, dissolution or winding up, as the case may be, in preference or priority to the holders of Series AM D-16 Preferred Units, including all preferred units issued to the General Partner corresponding to preferred stock issued by the General Partner; (Bb) on a parity with the Series AM D-16 Preferred Units Units, as to the payment of distributions and 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 AM D-16 Preferred Units, if the holders of such Class Partnership Units of such class or Series of Units series and the Series AM D-16 Preferred Units shall be entitled to the payment receipt of distributions and the distribution of assets amounts distributable upon liquidation, dissolution or winding up 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 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 (“Parity Units”);; and (Cc) junior to the Series AM D-16 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 class or Series series of Partnership Units shall be Common Partnership Units or if the holders of Series D-16 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; and”). (Dii) junior The Series A Preferred Units, Series B-1 Convertible Preferred Units, the Series B-2 Convertible Restricted Preferred Units, Series B Pass-Through Preferred Units, Series C-1 Convertible Preferred Units, Series C Pass-Through Preferred Units, Series D-1 Preferred Units, Series D-2 Preferred Units, Series D-3 Preferred Units, Series D-4 Preferred Units, Series D-5 Preferred Units, Series D-6 Preferred Units, Series D-7 Preferred Units, Series D-8 Preferred Units, Series D-9 Preferred Units, Series D-10 Preferred Units, Series D-11 Preferred Units, Series X-00 Xxxxxxxxx Xxxxx, X-00 Preferred Units, Series D-14 Preferred Units, Series E-1 Convertible Preferred Units, Series E Preferred Units, Series F-1 Preferred Units, Series F Preferred Units, Series G Preferred Units, Series H Preferred Units, Series I Preferred Units shall be Parity Units with respect to the Series AM D-16 Preferred Units and the holders of the Series D-16 Preferred Units and holders of the Series A Preferred Units, as Series B-1 Convertible Preferred Units, the Series B-2 Restricted Preferred Units, Series B Pass-Through Preferred Units, Series C-1 Convertible Preferred Units, Series C Pass-Through Preferred Units, Series D-1 Preferred Units, Series D-2 Preferred Units, Series D-3 Preferred Units, Series D-4 Preferred Units, Series D-5 Preferred Units, Series D-6 Preferred Units, Series D-7 Preferred Units, Series D-8 Preferred Units, Series D-9 Preferred Units, Series D-10 Preferred Units, Series D-11 Preferred Units, Series X-00 Xxxxxxxxx Xxxxx, X-00 Preferred Units, Series D-14 Preferred Units, Series E-1 Convertible Preferred Units, Series E Preferred Units, Series F-1 Preferred Units, Series F Preferred Units, Series G Preferred Units, Series H Preferred Units, Series I Preferred Units shall be entitled to the payment receipt of distributions and as to the distribution of assets 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 Partnershipother, if such Class or except in the case of distributions on the Series B‑2 Restricted Preferred Units to the extent not payable due to a lack of funds in the Nongovernmental Account and except that: (a) The Series D-16 Preferred Units shall be Fully Junior 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, except to the extent that distributions on the Series B‑2 Restricted Preferred Units may not be paid due to a lack of funds in the Nongovernmental Account. (b) Distributions made pursuant to Subsection 2.G(ii)(a) of this Exhibit AN 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 D-16 Preferred Units and such other Partnership Units, as applicable, to the total amounts to be paid in respect of the Series D-16 Preferred Units and such other Partnership Units taken together on the Partnership Record Date, except in the case of distributions on the Series B‑2 Restricted Preferred Units to the extent such distributions may not be paid due to a lack of funds in the Nongovernmental Account. (iii) The initial balance of the portion of the initial holder’s Capital Account attributable to each Series D-16 Preferred Unit shall be equal to $25,000,000. This amount will be reduced by distributions and allocations of losses made with respect to each such Series D-16 Preferred Unit and increased by allocations of income with respect to each such Series D-16 Preferred Unit. For purposes of allocations of items made pursuant to Article VI of the Agreement, the Series D-16 Preferred Units shall be Preference Units and the portion of the holder’s Capital Account attributable to each Series D-16 Preferred Unit shall be allocated (i) income in an amount equal to the amount of distributions in respect of such Series D-16 Preferred Unit in accordance with Section 6.1.A(ii) and (ii) items of loss in accordance with Section 6.1.B(x) of the Agreement, and shall share in those allocations in a pro rata manner based on the distributions and allocations of items, as applicable, made to Preference Units; references to Preference Units in Article VI of the Agreement shall be deemed to also refer to Series D-16 Preferred Units except that references to distributions made to Preference Units shall be deemed to refer to distributions made to the Series D-16 Preferred Units in a pro rata manner with such distributions, if any, made to the Preference Units. As a result, the portion of each holder’s Capital Account attributable to a Series D-16 Preferred Unit will generally be allocated income equal to the cash distributed in respect of such Series D-16 Preferred Unit (and losses 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-16 Preferred Units in accordance with Section 6.1.B(x) of the Agreement.

Ranking. (i) Any Class class or Series series of Partnership Units shall be deemed to rank: (Aa) prior to the Series AM I Preferred Units, as to the payment of distributions and as to distribution of assets upon liquidation, dissolution or winding up of the General Partner or the Partnership, if the holders of such Class class or Series series of Preferred Units shall be entitled to the payment receipt of distributions or the distribution of assets amounts distributable upon liquidation, dissolution or winding up, as the case may be, in preference or priority to the holders of Series AM I Preferred Units, including all preferred units issued to the General Partner corresponding to preferred stock issued by the General Partner; (Bb) on a parity with the Series AM I Preferred Units Units, as to the payment of distributions and 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 AM I Preferred Units, if the holders of such Class Partnership Units of such class or Series of Units series and the Series AM I Preferred Units shall be entitled to the payment receipt of distributions and the distribution of assets amounts distributable upon liquidation, dissolution or winding up 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 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 (“"Parity Units”");; and (Cc) junior to the Series AM I 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 class or Series series of Partnership Units shall be Class A Units or if the holders of Series I 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 of such class or series ("Junior Units; and"). (Dii) junior The Series A Preferred Units, Series B-1 Convertible Preferred Units, the Series B-2 Convertible Restricted Preferred Units, Series B Pass-Through Preferred Units, Series C-1 Convertible Preferred Units, Series C Pass-Through Preferred Units, Series D-1 Preferred Units, Series D-2 Preferred Units, Series D-3 Preferred Units, Series D-4 Preferred Units, Series D-5 Preferred Units, Series D-6 Preferred Units, Series D-7 Preferred Units, Series D-8 Preferred Units, Series D-9 Preferred Units, Series D-10 Preferred Units, Series D-11 Preferred Units, Series D-12 Preferred Units, D-13 Preferred Units, Series E-1 Convertible Prexxxxxx Xxxxx, Xxxxxx X Xxxferred Units, Series F-1 Preferred Units, Series F Preferred Units, Series G Preferred Units and Series H Units shall be Parity Units with respect to the Series AM I Preferred Units and the holders of the Series I Preferred Units and Series A Preferred Units, as Series B-1 Convertible Preferred Units, the Series B-2 Restricted Preferred Units, Series B Pass-Through Preferred Units, Series C-1 Convertible Preferred Units, Series C Pass-Through Preferred Units, Series D-1 Preferred Units, Series D-2 Preferred Units, Series D-3 Preferred Units, Series D-4 Preferred Units, Series D-5 Preferred Units, Series D-6 Preferred Units, Series D-7 Preferred Units, Series D-8 Preferred Units, Series D-9 Preferred Units, Series D-10 Preferred Units, Series D-11 Preferred Units, Series D-12 Preferred Units, D-13 Preferred Units, Series E-1 Convertible Prexxxxxx Xxxxx, Xxxxxx X Xxxferred Units, Series F-1 Preferred Units, Series F Preferred Units, Series G Preferred Units and Series H Preferred Units shall be entitled to the payment receipt of distributions and as to the distribution of assets 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 Partnershipother, if such Class or except in the case of distributions on the Series B-2 Restricted Preferred Units to the extent not payable due to a lack of funds in the Nongovernmental Account and except that: (i) the Series I Preferred Units shall be Fully Junior 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, except to the extent that distributions on the Series B-2 Restricted Preferred Units may not be paid due to a lack of funds in the Nongovernmental Account; and (ii) Distributions made pursuant to Subsections G(ii)(a) of this Exhibit AF 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 I Preferred Units and such other Partnership Units, as applicable, to the total amounts to be paid in respect of the Series I Preferred Units and such other Partnership Units taken together on the Partnership Record Date, except in the case of distributions on the Series B-2 Restricted Preferred Units to the extent such distributions may not be paid due to a lack of funds in the Nongovernmental Account.

Ranking. (a) Any Class class or Series series of Partnership Units shall be deemed to rank: (Ai) prior to the Series AM A Preferred Units, as to the payment of distributions and as to distribution of assets upon liquidation, dissolution or winding up of the Company or the Partnership, if the holders of such Class class or Series series of Preferred Units shall be entitled to the payment receipt of distributions or the distribution of assets amounts distributable upon liquidation, dissolution or winding up, as the case may be, in preference or priority to the holders of Series AM A Preferred Units, including all preferred units issued to the General Partner corresponding to preferred stock issued by the General Partner; (Bii) on a parity with the Series AM A Preferred Units Units, as to the payment of distributions and 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 AM A Preferred Units, if the holders of such Class Partnership Units of such class or Series of Units series and the Series AM A Preferred Units shall be entitled to the payment receipt of distributions and the distribution of assets amounts distributable upon liquidation, dissolution or winding up 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 (“Parity Units”);other; and (Ciii) junior to the Series AM A 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, if such Class class or Series series of Partnership Units shall be Junior Partnership Common Units or if the holders of Series A Preferred Units; and, 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 of such class or series. (Db) junior As of the date hereof, 13,998,905 issued and outstanding Series B Preferred Units, 5,000,000 issued and outstanding Series C Preferred Units, 8,000,000 issued and outstanding Series D Preferred Units and 10,000,000 issued and outstanding Series E Preferred Units are Parity Preferred Units with respect to the Series AM A Preferred Units, as . (c) The holders of Series A Preferred Units shall be entitled to the payment receipt of distributions and as to the distribution of assets 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 Partnershipother, if such Class or except that: (i) The Series of A Preferred Units shall be Fully Junior 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 of the Agreement; and (ii) Distributions made pursuant to Section 16.6(a)(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 A Preferred Units and such other Partnership Units, as applicable, to the total amounts to be paid in respect of the Series A Preferred Units and such other Partnership Units taken together on the Partnership Record Date.

Ranking. (i) Any Class class or Series series of Partnership Units shall be deemed to rank: (Aa) prior to the Series AM D-11 Preferred Units, as to the payment of distributions and as to distribution of assets upon liquidation, dissolution or winding up of the General Partner or the Partnership, if the holders of such Class class or Series series of Partnership Units shall be entitled to the payment receipt of distributions or the distribution of assets amounts distributable upon liquidation, dissolution or winding up, as the case may be, in preference or priority to the holders of Series AM D-11 Preferred Units, including all preferred units issued to the General Partner corresponding to preferred stock issued by the General Partner; (Bb) on a parity with the Series AM D-11 Preferred Units Units, as to the payment of distributions and 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 AM D-11 Preferred Units, if the holders of such Class Partnership Units of such class or Series of Units series and the Series AM D-11 Preferred Units shall be entitled to the payment receipt of distributions and the distribution of assets amounts distributable upon liquidation, dissolution or winding up 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 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 (“Parity Units”);; and (Cc) junior to the Series AM D-11 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 class or Series series of Partnership Units shall be Class A Units or if the holders of Series D-11 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; and”). (Dii) junior The Series A Preferred Units, Series B Pass-Through Preferred Units and Series C Pass-Through Preferred Units shall be Parity Units with respect to the Series AM D-11 Preferred Units and the holders of the Series D-11 Preferred Units and Series A Preferred Units, as Series B Pass-Through Preferred Units and Series C Pass-Through Preferred Units shall be entitled to the payment receipt of distributions and as to the distribution of assets 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, except in the case of distributions on the Series B-2 Restricted Preferred Units to the extent not payable due to a lack of funds in the Nongovernmental Account and except that: (a) For so long as the Class D Units are outstanding, the Series D-11 Preferred Units shall not rank senior to the Class D Units as to preferential distributions or redemption or voting rights. For so long as the Class D Units are outstanding, the Series D-11 Preferred Units shall receive: (i) accumulated and unpaid distributions on a basis pari passu with distributions made to the holders of any outstanding Class D Units pursuant to Subsection 5.1.B(ii) of the PartnershipAgreement and (ii) other distributions on a basis paripassu with distributions made to the holders of any outstanding Class D Units pursuant to Subsection 5.1.B(iii) of the Agreement. (b) When the Class D Units are no longer outstanding, if such Class or the Series of D-11 Preferred Units shall be Fully Junior 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, except to the extent that distributions on the Series B-2 Restricted Preferred Units may not be paid due to a lack of funds in the Nongovernmental Account. (c) Distributions made pursuant to Subsections G(ii)(a) and G(ii)(b) of this Exhibit Y 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 D-11 Preferred Units and such other Partnership Units, as applicable, to the total amounts to be paid in respect of the Series D-11 Preferred Units and such other Partnership Units taken together on the Partnership Record Date, except in the case of distributions on the Series B-2 Restricted Preferred Units to the extent such distributions may not be paid due to a lack of funds in the Nongovernmental Account. (iii) For purposes of allocations of items made pursuant to Article VI of the Agreement: (a) As long as the Class D Units are outstanding, the Series D-11 Preferred Units shall be allocated items pari passu with the allocation of items to the holders of Class D Units in respect of their priority payments (i.e., as allocated in Section 6.1.A(iii) and (vi) and Section 6.1.B (viii) and (ix) of the Agreement) and shall share in those allocations in a pro rata manner based on the distributions and allocations of items, as applicable, made to such Partnership Units, as applicable; references to Class D Units in Article VI of the Agreement shall be deemed to also refer to Series D-11 Preferred Units except that references to distributions made to the Class D Units shall be deemed to refer to distributions made to the Series D-11 Preferred Units in a pro rata manner with such distributions made to the Class D Units. (b) When the Class D Units are no longer outstanding, the Series D-11 Preferred Units shall be Preference Units and shall be allocated items pari passu with the allocation of items to holders of Preference Units (i.e., as allocated in Section 6.1.A(ii) and Section 6.1.B (x) of the Agreement) and shall share in those allocations in a pro rata manner based on the distributions and allocations of items, as applicable, made to Preference Units, as applicable; references to Preference Units in Article VI of the Agreement shall be deemed to also refer to Series D-11 Preferred Units except that references to distributions made to Preference Units shall be deemed to refer to distributions made to the Series D-11 Preferred Units in a pro rata manner with such distributions, if any, made to the Preference Units.

Ranking. Any Class class or Series series of Partnership Units shall be deemed to rank: (A) prior to the Series AM D Preferred Units, Units as to the payment of distributions and as to distribution of assets upon liquidation, dissolution or winding up of the Partnership, if the holders of such Class class or Series series of Partnership Units shall be entitled to the payment receipt of distributions or the distribution of assets amounts distributable upon liquidation, dissolution or winding up, as the case may be, in preference or priority to the holders of Series AM D Preferred Units, including all preferred units issued to the General Partner corresponding to preferred stock issued by the General Partner; (B) on a parity with the Series AM D Preferred Units as to the payment of distributions and as to the distribution 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 Partnership Unit be different from those of the Series AM D Preferred Units, if the holders of such Class class or Series series of Partnership Units and the Series AM D Preferred Units shall be entitled to the payment receipt of distributions and the distribution of assets amounts distributable upon liquidation, dissolution or winding up 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 (“"Parity Units”"); (C) junior to the Series AM D Preferred Units, 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 class or Series series of Partnership Units shall be Junior Units; and (D) junior to the Series AM D Preferred Units, Units as to the payment of distributions and as to the distribution of assets upon liquidation, dissolution or winding up of the Partnership, if such Class class or Series series of Partnership Units shall be Fully Junior Units.

Ranking. Any Class class or Series series of Membership Units of the Company shall be deemed to rank: (Aa) prior to the Series AM B Preferred Units, as to the payment of distributions and as to distribution of assets upon liquidation, dissolution or winding up of the Partnershipup, if the holders of such Class class or Series of Units series shall be entitled to the payment receipt of distributions or the distribution of assets amounts distributable upon liquidation, dissolution or winding up, as the case may be, in preference or priority to the holders of Series AM B Preferred Units, including all preferred units issued to the General Partner corresponding to preferred stock issued by the General Partner; (Bb) on a parity with the Series AM B Preferred Units Units, as to the payment of distributions and as to the distribution of assets upon liquidation, dissolution or winding up of the Partnershipup, whether or not the distribution rates, distribution payment dates or redemption or liquidation prices per Unit unit thereof be different from those of the Series AM B Preferred Units, if the holders of such Class class or Series of Units series and the Series AM B Preferred Units shall be entitled to the payment receipt of distributions and the distribution of assets amounts distributable upon liquidation, dissolution or winding up in proportion to their respective amounts of accrued and unpaid distributions dividends per Unit unit or liquidation preferences, without preference or priority one over the other (“Parity Units”); (Cc) junior to the Series AM B Preferred Units, as to the payment of distributions or as to the distribution of assets upon liquidation, dissolution or winding up of the Partnershipup, if such Class class or Series of Units series shall be Junior Units; and (Dd) junior to the Series AM B Preferred Units, as to the payment of distributions and as to the distribution of assets upon liquidation, dissolution or winding up of the Partnershipup, if such Class class or Series of Units series shall be Fully Junior Units.

Ranking. Any Class class or Series series of Partnership Units shall be deemed to rank: (A) prior to the Series AM D Preferred Units, Units as to the payment of distributions and as to distribution of assets upon liquidation, dissolution or winding up of the Partnership, if the holders of such Class class or Series series of Partnership Units shall be entitled to the payment receipt of distributions or the distribution of assets amounts distributable upon liquidation, dissolution or winding up, as the case may be, in preference or priority to the holders of Series AM D Preferred Units, including all preferred units issued to the General Partner corresponding to preferred stock issued by the General Partner; (B) on a parity with the Series AM D Preferred Units as to the payment of distributions and as to the distribution 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 Partnership Unit be different from those of the Series AM D Preferred Units, if the holders of such Class class or Series series of Partnership Units and the Series AM D Preferred Units shall be entitled to the payment receipt of distributions and the distribution of assets amounts distributable upon liquidation, dissolution or winding up 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 (“Parity Units”); (C) junior to the Series AM D Preferred Units, 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 class or Series series of Partnership Units shall be Junior Units; and (D) junior to the Series AM D Preferred Units, Units as to the payment of distributions and as to the distribution of assets upon liquidation, dissolution or winding up of the Partnership, if such Class class or Series series of Partnership Units shall be Fully Junior Units.

Ranking. (i) Any Class class or Series series of Partnership Units shall be deemed to rank: (Aa) prior to the Series AM G-3 Preferred Units, as to the payment of distributions and as to distribution of assets upon liquidation, dissolution or winding up of the General Partner or the Partnership, if the holders of such Class class or Series series of Partnership Units shall be entitled to the payment receipt of distributions or the distribution of assets amounts distributable upon liquidation, dissolution or winding up, as the case may be, in preference or priority to the holders of Series AM G-3 Preferred Units, including all preferred units issued to the General Partner corresponding to preferred stock issued by the General Partner; (Bb) on a parity with the Series AM G-3 Preferred Units Units, as to the payment of distributions and 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 AM G-3 Preferred Units, if the holders of such Class Partnership Units of such class or Series of Units series and the Series AM G-3 Preferred Units shall be entitled to the payment receipt of distributions and the distribution of assets amounts distributable upon liquidation, dissolution or winding up 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 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 (“Parity Units”);; and (Cc) junior to the Series AM G-3 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 class or Series series of Partnership Units shall be Common Partnership Units or if the holders of Series G-3 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; and”). (Dii) junior The Series A Preferred Units, Series B-1 Convertible Preferred Units, the Series B-2 Convertible Restricted Preferred Units, Series B Pass-Through Preferred Units, Series C-1 Convertible Preferred Units, Series C Pass-Through Preferred Units, Series D-1 Preferred Units, Series D-2 Preferred Units, Series D-3 Preferred Units, Series D-4 Preferred Units, Series D-5 Preferred Units, Series D-6 Preferred Units, Series D-7 Preferred Units, Series D-8 Preferred Units, Series D-9 Preferred Units, Series D-10 Preferred Units, Series D-11 Preferred Units, Series X-00 Xxxxxxxxx Xxxxx, X-00 Preferred Units, Series D-14 Preferred Units, Series E-1 Convertible Preferred Units, Series E Preferred Units, Series F-1 Preferred Units, Series F Preferred Units, Series G Preferred Units, Series G-1 Preferred Units, Series G-2 Preferred Units, Series G-3 Preferred Units, Series G-4 Preferred Units, Series H Preferred Units and Series I Preferred Units shall be Parity Units with respect to the Series AM G-3 Preferred Units and the holders of the Series G-3 Preferred Units and holders of the Series A Preferred Units, as Series B-1 Convertible Preferred Units, the Series B-2 Restricted Preferred Units, Series B Pass-Through Preferred Units, Series C-1 Convertible Preferred Units, Series C Pass-Through Preferred Units, Series D-1 Preferred Units, Series D-2 Preferred Units, Series D-3 Preferred Units, Series D-4 Preferred Units, Series D-5 Preferred Units, Series D-6 Preferred Units, Series D-7 Preferred Units, Series D-8 Preferred Units, Series D-9 Preferred Units, Series D-10 Preferred Units, Series D-11 Preferred Units, Series X-00 Xxxxxxxxx Xxxxx, X-00 Preferred Units, Series D-14 Preferred Units, Series E-1 Convertible Preferred Units, Series E Preferred Units, Series F-1 Preferred Units, Series F Preferred Units, Series G Preferred Units, Series G-1 Preferred Units, Series G-2 Preferred Units, Series G-3 Preferred Units, Series G-4 Preferred Units, Series H Preferred Units and Series I Preferred Units shall be entitled to the payment receipt of distributions and as to the distribution of assets 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 Partnershipother, if such Class or except in the case of distributions on the Series B-2 Restricted Preferred Units to the extent not payable due to a lack of funds in the Nongovernmental Account and except that: (a) The Series G-3 Preferred Units shall be Fully Junior 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, except to the extent that distributions on the Series B-2 Restricted Preferred Units may not be paid due to a lack of funds in the Nongovernmental Account. (b) Distributions made pursuant to Subsection 2.G(ii)(a) of this Exhibit AL 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 G-3 Preferred Units and such other Partnership Units, as applicable, to the total amounts to be paid in respect of the Series G-3 Preferred Units and such other Partnership Units taken together on the Partnership Record Date, except in the case of distributions on the Series B-2 Restricted Preferred Units to the extent such distributions may not be paid due to a lack of funds in the Nongovernmental Account. (iii) For purposes of allocations of items made pursuant to Article VI of the Agreement, the Series G-3 Preferred Units shall be Preference Units and shall be allocated items pari passu with the allocation of items to holders of Preference Units (i.e., as allocated in Section 6.1.A(ii) and Section 6.1.B (x) of the Agreement) and shall share in those allocations in a pro rata manner based on the distributions and allocations of items, as applicable, made to Preference Units, as applicable; references to Preference Units in Article VI of the Agreement shall be deemed to also refer to Series G-3 Preferred Units except that references to distributions made to Preference Units shall be deemed to refer to distributions made to the Series G-3 Preferred Units in a pro rata manner with such distributions, if any, made to the Preference Units.

Ranking. (a) Any Class class or Series series of Partnership Units shall be deemed to rank: (Ai) prior to the Series AM D Preferred Units, as to the payment of distributions and or as to distribution of assets upon liquidation, dissolution or winding up of the Company or the Partnership, if the holders of such Class class or Series series of Preferred Units shall be entitled to the payment receipt of distributions or the distribution of assets amounts distributable upon liquidation, dissolution or winding up, as the case may be, in preference or priority to the holders of Series AM D Preferred Units, including all preferred units issued to the General Partner corresponding to preferred stock issued by the General Partner; (Bii) on a parity with the Series AM Preferred Units as to the payment of distributions and as to the distribution 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 be different from those of the Series AM Preferred Units, if the holders of such Class or Series of Units and the Series AM 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 and unpaid distributions per Unit or liquidation preferences, without preference or priority one over the other (“Parity Units”); (C) junior to the Series AM D 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 D Preferred Units, if the holders of such Class Partnership Units of such class or series and the Series of D Preferred Units shall be Junior Unitsentitled 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 (Diii) junior to the Series AM D Preferred Units, as to the payment of distributions and or as to the distribution of assets upon liquidation, dissolution or winding up of the Company or the Partnership, if such Class class or Series series of Partnership Units shall be Fully Junior Common Units or if the holders of Series D 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 of such class or series. (b) As of the date hereof, 2,466,689 issued and outstanding Series A Preferred Units, 13,998,905 issued and outstanding Series B Preferred Units, 5,000,000 issued and outstanding Series C Preferred Units and 10,000,000 issued and outstanding Series E Preferred Units are Parity Preferred Units with respect to the Series D Preferred Units. (c) The holders of Series D 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 D 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 of the Agreement; and (ii) Distributions made pursuant to Section 19.6(c)(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 D Preferred Units and such other Partnership Units, as applicable, to the total amounts to be paid in respect of the Series D Preferred Units and such other Partnership Units taken together on the Partnership Record Date.

Ranking. Any Class class or Series series of Partnership Units shall be ------- deemed to rank: (A) prior to the Series AM G Preferred Units, as to the payment of distributions and as to distribution of assets upon liquidation, dissolution or winding up of the Partnership, if the holders of such Class class or Series series of Partnership Units shall be entitled to the payment receipt of distributions or the distribution of assets amounts distributable upon liquidation, dissolution or winding up, as the case may be, in preference or priority to the holders of Series AM G Preferred Units, including all preferred units issued to the General Partner corresponding to preferred stock issued by the General Partner; (B) on a parity with the Series AM G Preferred Units as to the payment of distributions and as to the distribution 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 Partnership Unit be different from those of the Series AM G Preferred Units, if the holders of such Class class or Series series of Partnership Units and the Series AM G Preferred Units shall be entitled to the payment receipt of distributions and the distribution of assets amounts distributable upon liquidation, dissolution or winding up 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 (“"Parity Units”"); (C) junior to the Series AM G 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 class or Series series of Partnership Units shall be Junior Units; and (D) junior to the Series AM G Preferred Units, as to the payment of distributions and as to the distribution of assets upon liquidation, dissolution or winding up of the Partnership, if such Class class or Series series of Partnership Units shall be Fully Junior Units.;

Ranking. (i) Any Class class or Series series of Partnership Units shall be deemed to rank: (Aa) prior to the Series AM D-9 Preferred Units, as to the payment of distributions and as to distribution of assets upon liquidation, dissolution or winding up of the General Partner or the Partnership, if the holders of such Class class or Series series of Partnership Units shall be entitled to the payment receipt of distributions or the distribution of assets amounts distributable upon liquidation, dissolution or winding up, as the case may be, in preference or priority to the holders of Series AM D-9 Preferred Units, including all preferred units issued to the General Partner corresponding to preferred stock issued by the General Partner; (Bb) on a parity with the Series AM D-9 Preferred Units Units, as to the payment of distributions and 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 AM D-9 Preferred Units, if the holders of such Class Partnership Units of such class or Series of Units series and the Series AM D-9 Preferred Units shall be entitled to the payment receipt of distributions and the distribution of assets amounts distributable upon liquidation, dissolution or winding up 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 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 (“"Parity Units”");; and (Cc) junior to the Series AM D-9 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 class or Series series of Partnership Units shall be Class A Units or if the holders of Series D-9 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; and"). (Dii) junior The Series A Preferred Units, Series B Pass-Through Preferred Units and Series C Pass-Through Preferred Units shall be Parity Units with respect to the Series AM D-9 Preferred Units and the holders of the Series D-9 Preferred Units and Series A Preferred Units, as Series B Pass-Through Preferred Units and Series C Pass-Through Preferred Units shall be entitled to the payment receipt of distributions and as to the distribution of assets 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, except in the case of (a) For so long as the Class D Units are outstanding, the Series D-9 Preferred Units shall not rank senior to the Class D Units as to preferential distributions or redemption or voting rights. For so long as the Class D Units are outstanding, the Series D-9 Preferred Units shall receive: (i) accumulated and unpaid distributions on a basis pari passu with distributions made to the holders of any outstanding Class D Units pursuant to Subsection 5.1.B(ii) of the PartnershipAgreement and (ii) other distributions on a basis pari passu with distributions made to the holders of any outstanding Class D Units pursuant to Subsection 5.1.B(iii) of the Agreement. (b) When the Class D Units are no longer outstanding, if such Class or the Series of D-9 Preferred Units shall be Fully Junior 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, except to the extent that distributions on the Series B-2 Restricted Preferred Units may not be paid due to a lack of funds in the Nongovernmental Account. (c) Distributions made pursuant to Subsections G(ii)(a) and G(ii)(b) of this Exhibit W 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 D-9 Preferred Units and such other Partnership Units, as applicable, to the total amounts to be paid in respect of the Series D-9 Preferred Units and such other Partnership Units taken together on the Partnership Record Date, except in the case of distributions on the Series B-2 Restricted Preferred Units to the extent such distributions may not be paid due to a lack of funds in the Nongovernmental Account. (iii) For purposes of allocations of items made pursuant to Article VI of the Agreement: (a) As long as the Class D Units are outstanding, the Series D-9 Preferred Units shall be allocated items pari passu with the allocation of items to the holders of Class D Units in respect of their priority payments (i.e., as allocated in Section 6.1.A (iii) and (vi) and Section 6.1.B (viii) and (ix) of the Agreement) and shall share in those allocations in a pro rata manner based on the distributions and allocations of items, as applicable, made to such Partnership Units, as applicable; references to Class D Units in Article VI of the Agreement shall be deemed to also refer to Series D-9 Preferred Units except that references to distributions made to the Class D Units shall be deemed to refer to distributions made to the Series D-9 Preferred Units in a pro rata manner with such distributions made to the Class D Units. -13- 18 (b) When the Class D Units are no longer outstanding, the Series D-9 Preferred Units shall be Preference Units and shall be allocated items pari passu with the allocation of items to holders of Preference Units (i.e., as allocated in Section 6.1.A (ii) and Section 6.1.B (x) of the Agreement) and shall share in those allocations in a pro rata manner based on the distributions and allocations of items, as applicable, made to Preference Units, as applicable; references to Preference Units in Article VI of the Agreement shall be deemed to also refer to Series D-9 Preferred Units except that references to distributions made to Preference Units shall be deemed to refer to distributions made to the Series D-9 Preferred Units in a pro rata manner with such distributions, if any, made to the Preference Units.

Ranking. Any Class or Series of Units shall be deemed to rank: (A) prior to the Series AM Class A Preferred Units, as to the payment of distributions and as to distribution distributions of assets upon liquidation, dissolution or winding up of the Partnership, if the express terms of such class or series of Units provides that the holders of such Class class or Series series of Units shall be entitled to the payment of distributions or the distribution of assets upon liquidation, dissolution or winding up, as the case may be, in preference or priority to the holders of Series AM the Class A Preferred Units, including all preferred units issued to the General Partner corresponding to preferred stock issued by the General Partner; (B) on a parity with the Series AM Class A Preferred Units as to the payment of distributions and as to the distribution 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 be are different from those of the Series AM Class A Preferred Units, if the express terms of such class or series of Units provide that the holders of such Class class or Series series of Units and the Series AM Class A 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 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 (“Parity Units”)other; (C) junior to the Series AM Class A Preferred Units, as to the payment of distributions or as to the distribution distributions of assets upon liquidation, dissolution or and winding up of the Partnership, as the case may be, if such Class class or Series series of Units shall be Junior Units; and (D) junior to the Series AM Class A Preferred Units, as to the payment of distributions and as to the distribution of assets upon liquidation, dissolution or and winding up of the Partnership, Partnership if such Class class or Series series of Units shall be Fully Junior Units.

Ranking. Any Class (a) Senior to any class or Series series of Units shall be deemed to rank: (A) prior to the Series AM Preferred Units, as to the payment of distributions and as to distribution of assets upon liquidation, dissolution or winding up of the Partnership, if such class or series shall be Common Units or if the holders of such Class or Series of Three Preferred Units shall be entitled to the payment receipt of distributions or the distribution of assets amounts distributable upon liquidation, dissolution or winding up, as the case may be, in preference or priority to the holders of Series AM Preferred UnitsUnits of such class or series, including all preferred units issued to the General Partner corresponding to preferred stock issued by the General PartnerJunior Preferred Units ("Junior Units"); (Bb) on On a parity with the Series AM One Preferred Units, the Series Two Preferred Units as to the payment and with any other class or series of distributions and as to the distribution of assets upon liquidation, dissolution or winding up Units of the Partnership, whether or not the distribution rates, distribution payment dates or redemption or liquidation prices per Unit be different from those of the Series AM Preferred Units, if the holders of such Class other class or Series series of Units Unit and the Series AM Three Preferred Units shall be entitled to the payment receipt of distributions and the distribution of assets amounts distributable upon liquidation, dissolution or winding up in proportion to their respective amounts of accrued and unpaid distributions per Unit or liquidation preferences, without preference or priority one over the other (“"Parity Units”");; and (c) Junior only to (I) any indebtedness issued by the Partnership and (II) senior preferred units issued only to the General Partner having the same distribution rate, term, preferences and other material terms (including conversion rights) as preferred shares of stock (A) issued only for cash by the General Partner in a public offering, or (B) issued only for cash or property in an arm's length transaction (x) to one or more institutional investors who are (but for the preferred shares so issued) not affiliated with the Partnership, the General Partner or any Affiliate (as defined in Section 10) thereof and (y) not in connection with any other transaction or transactions with any of such Affiliates and (z) which would be permitted by Section 10 if such preferred shares were Junior Preferred Units, and (C) in either case, the entire cash proceeds (net of any arm's length commissions paid to third parties who are not Affiliates) of which are contributed by the General Partner to the Partnership and used by the Partnership solely for (i) the acquisition of assets to be held in the Partnership's business, (ii) capital expenditures or maintenance expenses in respect of assets held by the Partnership, (iii) other ordinary course expenses of the Partnership, or (iv) repayment of indebtedness of the Partnership (including indebtedness convertible into Junior Preferred Units or Common Units), and (v) none of which proceeds are used (AA) to purchase, redeem, retire or otherwise acquire directly or indirectly any Junior Preferred Units or Common Units, or shares of preferred stock junior to the Series AM A Preferred UnitsStock of the General Partner, as or common stock of the General Partner, or options, warrants, rights to purchase or any other securities convertible into the foregoing (other than debt repayable pursuant to subclause (iv)) or (BB) to make distributions or to pay dividends in respect of any securities described in subclause (AA). Any references to the payment of distributions or as to the distribution of assets upon liquidation, dissolution or winding up term "Affiliate" in this Section 9(c) (including by way of the Partnership, if such Class or Series cross-reference and incorporation in clause (z) of Units the preceding sentence) shall have the meaning given thereto in the Amended and Restated By-laws of the General Partner as of the date hereof (except that the 5% threshold referred to therein shall be Junior Units; and (D) junior deemed for these purposes to the Series AM Preferred Units, as to the payment of distributions and as to the distribution of assets upon liquidation, dissolution or winding up of the Partnership, if such Class or Series of Units shall be Fully Junior Unitsa 10% threshold).

Ranking. (i) Any Class class or Series series of Partnership Units shall be deemed to rank: (Aa) prior to the Series AM L Preferred Units, as to the payment of distributions and as to distribution of assets upon liquidation, dissolution or winding up of the General Partner or the Partnership, if the holders of such Class class or Series series of Preferred Units shall be entitled to the payment receipt of distributions or the distribution of assets amounts distributable upon liquidation, dissolution or winding up, as the case may be, in preference or priority to the holders of Series AM L Preferred Units, including all preferred units issued to the General Partner corresponding to preferred stock issued by the General Partner; (Bb) on a parity with the Series AM L Preferred Units Units, as to the payment of distributions and 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 AM L Preferred Units, if the holders of such Class Partnership Units of such class or Series of Units series and the Series AM L Preferred Units shall be entitled to the payment receipt of distributions and the distribution of assets amounts distributable upon liquidation, dissolution or winding up 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 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 (“Parity Units”);; and (Cc) junior to the Series AM L 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 class or Series series of Partnership Units shall be Class A Units or if the holders of Series L 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 of such class or series (“Junior Units; and”). (Dii) junior The Series A Preferred Units, Series D-15 Preferred Units, Series D-16 Preferred Units, Series F Preferred Units, Series G Preferred Units, Series G-1 Preferred Units, Series G-2 Preferred Units, Series G-3 Preferred Units, Series G-4 Preferred Units, Series H Preferred Units, Series I Preferred Units, Series J Preferred Units and the Series L Preferred Units shall be Parity Units with respect to the Series AM L Preferred Units and the holders of the Series L Preferred Units and holders of the Series A Preferred Units, as Series D-15 Preferred Units, Series D-16 Preferred Units, Series F Preferred Units, Series G Preferred Units, Series G-1 Preferred Units, Series G-2 Preferred Units, Series G-3 Preferred Units, Series G-4 Preferred Units, Series H Preferred Units, Series I Preferred Units, Series J Preferred Units and Series K Preferred Units shall be entitled to the payment receipt of distributions and as to the distribution of assets 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 Partnershipother, if such Class or except in the case of distributions on the Series B-2 Restricted Preferred Units to the extent not payable due to a lack of funds in the Nongovernmental Account and except that: (i) the Series L Preferred Units shall be Fully Junior 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, except to the extent that distributions on the Series B-2 Restricted Preferred Units may not be paid due to a lack of funds in the Nongovernmental Account; and (ii) Distributions made pursuant to Subsections G(ii)(a) of this Exhibit AQ 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 L Preferred Units and such other Partnership Units, as applicable, to the total amounts to be paid in respect of the Series L Preferred Units and such other Partnership Units taken together on the Partnership Record Date, except in the case of distributions on the Series B-2 Restricted Preferred Units to the extent such distributions may not be paid due to a lack of funds in the Nongovernmental Account.

Ranking. Any Class class or Series series of Partnership Units shall be deemed ------- to rank: (A) prior to the Series AM H Preferred Units, as to the payment of distributions and as to distribution of assets upon liquidation, dissolution or winding up of the Partnership, if the holders of such Class class or Series series of Partnership Units shall be entitled to the payment receipt of distributions or the distribution of assets amounts distributable upon liquidation, dissolution or winding up, as the case may be, in preference or priority to the holders of Series AM H Preferred Units, including all preferred units issued to the General Partner corresponding to preferred stock issued by the General Partner; (B) on a parity with the Series AM H Preferred Units as to the payment of distributions and as to the distribution 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 Partnership Unit be different from those of the Series AM H Preferred Units, if the holders of such Class class or Series series of Partnership Units and the Series AM H Preferred Units shall be entitled to the payment receipt of distributions and the distribution of assets amounts distributable upon liquidation, dissolution or winding up 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 (“"Parity Units”"); (C) junior to the Series AM H 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 class or Series series of Partnership Units shall be Junior Units; and (D) junior to the Series AM H Preferred Units, as to the payment of distributions and as to the distribution of assets upon liquidation, dissolution or winding up of the Partnership, if such Class class or Series series of Partnership Units shall be Fully Junior Units.

Ranking. Any Class class or Series series of Partnership Units shall be deemed to rank: (A) prior to the Series AM C Preferred Units, as to the payment of distributions and as to distribution of assets upon liquidation, dissolution or winding up of the Partnership, if the holders of such Class class or Series series of Partnership Units shall be entitled to the payment receipt of distributions or the distribution of assets amounts distributable upon liquidation, dissolution or winding up, as the case may be, in preference or priority to the holders of Series AM C Preferred Units, including all preferred units issued to the General Partner corresponding to preferred stock issued by the General Partner; (B) on a parity with the Series AM C Preferred Units as to the payment of distributions and as to the distribution 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 Partnership Unit be different from those of the Series AM C Preferred Units, if the holders of such Class class or Series series of Partnership Units and the Series AM C Preferred Units shall be entitled to the payment receipt of distributions and the distribution of assets amounts distributable upon liquidation, dissolution or winding up 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 (“Parity Units”); (C) junior to the Series AM 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 class or Series series of Partnership Units shall be Junior Units; and (D) junior to the Series AM C Preferred Units, as to the payment of distributions and as to the distribution of assets upon liquidation, dissolution or winding up of the Partnership, if such Class class or Series series of Partnership Units shall be Fully Junior Units.;

Ranking. Any Class class or Series series of Partnership Units shall be deemed to rank: (A) prior to the Series AM E Preferred Units, as to the payment of distributions and as to distribution of assets upon liquidation, dissolution or winding up of the Partnership, if the holders of such Class class or Series series of Partnership Units shall be entitled to the payment receipt of distributions or the distribution of assets amounts distributable upon liquidation, dissolution or winding up, as the case may be, in preference or priority to the holders of Series AM E Preferred Units, including all preferred units issued to the General Partner corresponding to preferred stock issued by the General Partner; (B) on a parity with the Series AM E Preferred Units as to the payment of distributions and as to the distribution 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 Partnership Unit be different from those of the Series AM E Preferred Units, if the holders of such Class class or Series series of Partnership Units and the Series AM E Preferred Units shall be entitled to the payment receipt of distributions and the distribution of assets amounts distributable upon liquidation, dissolution or winding up 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 (“"Parity Units”"); (C) junior to the Series AM E 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 class or Series series of Partnership Units shall be Junior Units; and (D) junior to the Series AM E Preferred Units, as to the payment of distributions and as to the distribution of assets upon liquidation, dissolution or winding up of the Partnership, if such Class class or Series series of Partnership Units shall be Fully Junior Units.;

Ranking. Any Class class or Series series of Partnership Units shall be ------- deemed to rank: (A) prior to the Series AM E Preferred Units, as to the payment of distributions and as to distribution of assets upon liquidation, dissolution or winding up of the Partnership, if the holders of such Class class or Series series of Partnership Units shall be entitled to the payment receipt of distributions or the distribution of assets amounts distributable upon liquidation, dissolution or winding up, as the case may be, in preference or priority to the holders of Series AM E Preferred Units, including all preferred units issued to the General Partner corresponding to preferred stock issued by the General Partner; (B) on a parity with the Series AM E Preferred Units as to the payment of distributions and as to the distribution 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 Partnership Unit be different from those of the Series AM E Preferred Units, if the holders of such Class class or Series series of Partnership Units and the Series AM E Preferred Units shall be entitled to the payment receipt of distributions and the distribution of assets amounts distributable upon liquidation, dissolution or winding up 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 (“"Parity Units”"); (C) junior to the Series AM E 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 class or Series series of Partnership Units shall be Junior Units; and (D) junior to the Series AM E Preferred Units, as to the payment of distributions and as to the distribution of assets upon liquidation, dissolution or winding up of the Partnership, if such Class class or Series series of Partnership Units shall be Fully Junior Units.;

Ranking. (i) Any Class class or Series series of Partnership Units shall be deemed to rank: (Aa) prior to the Series AM D-2 Preferred Units, as to the payment of distributions and as to distribution of assets upon liquidation, dissolution or winding up of the General Partner or the Partnership, if the holders of such Class class or Series series of Partnership Units shall be entitled to the payment receipt of distributions or the distribution of assets amounts distributable upon liquidation, dissolution or winding up, as the case may be, in preference or priority to the holders of Series AM Preferred Units, including all preferred units issued to the General Partner corresponding to preferred stock issued by the General PartnerD-2 Xxxxxxxxx Xxxxx; (Bx) on xx a parity with the Series AM D-2 Preferred Units Units, as to the payment of distributions and 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 AM D-2 Preferred Units, if the holders of such Class Partnership Units of such class or Series of Units series and the Series AM D-2 Preferred Units shall be entitled to the payment receipt of distributions and the distribution of assets amounts distributable upon liquidation, dissolution or winding up 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 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 (“"Parity Units”");; and (Cc) junior to the Series AM D-2 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 class or Series series of Partnership Units shall be Class A Units or if the holders of Series D-2 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 of such class or series ("Junior Units; and"). (Dii) junior The Series A Preferred Units shall be Parity Units with respect to the Series AM D-2 Preferred Units, as Units and the holders of the Series D-2 Preferred Units and Series A Preferred Units shall be entitled to the payment receipt of distributions and as to the distribution of assets 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, except in the case of distributions on the Series B-2 Restricted Preferred Units to the extent not payable due to a lack of funds in the Nongovernmental Account and except that: (a) For so long as the Class C Units are outstanding, the Series D-2 Preferred Units shall not rank senior to the Class C Units as to preferential distributions or redemption or voting rights and shall receive: (i) accumulated and unpaid distributions on a basis pari passu with distributions made to the holders of Class C Units pursuant to Subsection 5.1.B(iv) of the PartnershipAgreement and (ii) other distributions on a basis pari passu with distributions made to the holders of Class C Units pursuant to Subsection 5.1.B(v) of the Agreement. (b) For so long as the Class D Units are outstanding, if such the Series D-2 Preferred Units shall not rank senior to the Class D Units as to preferential distributions or redemption or voting rights. For so long as the Class D Units are outstanding (and the Class C Units are no longer outstanding), the Series D-2 Preferred Units shall receive: (i) accumulated and unpaid distributions on a basis pari passu with distributions made to the holders of any outstanding Class D Units pursuant to Subsection 5.1.B(ii) of the Agreement and (ii) other distributions on a basis pari passu with distributions made to the holders of any outstanding Class D Units pursuant to Subsection 5.1.B(iii) of the Agreement. (c) When the Class C Units and Class D Units are no longer outstanding, the Series D-2 Preferred Units shall be Fully Junior 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, except to the extent that distributions on the Series B-2 Restricted Preferred Units may not be paid due to a lack of funds in the Nongovernmental Account. (d) Distributions made pursuant to Subsections H(ii)(a) and H(ii)(b) of this Exhibit O 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 D-2 Preferred Units and such other Partnership Units, as applicable, to the total amounts to be paid in respect of the Series D-2 Preferred Units and such other Partnership Units taken together on the Partnership Record Date, except in the case of distributions on the Series B-2 Restricted Preferred Units to the extent such distribution may not be paid due to a lack of funds in the Nongovernmental Account. (iii) For purposes of allocations of items made pursuant to Article VI of the Agreement: (a) As long as Class C Units are outstanding, the Series D-2 Preferred Units shall be allocated items pari passu with the allocation of items to holders of Class C Units in respect of their priority payments (i.e., as allocated in Section 6.1.A (v), (vi) and (vii) and Section 6.1.B (v), (vi) and (vii) of the Agreement) and shall share in those allocations in a pro rata manner based on the distributions and allocations of items, as applicable, made to such Partnership Units, as applicable; references to Class C Units in Article VI of the Agreement shall be deemed to also refer to Series D-2 Preferred Units except that references to distributions made to the Class C Units shall be deemed to refer to distributions made to the Series D-2 Preferred Units in a pro rata manner with such distributions made to the Class C Units. (b) As long as the Class D Units are outstanding (and the Class C Units are no longer outstanding), the Series D-2 Preferred Units shall be allocated items pari passu with the allocation of items to the holders of Class D Units in respect of their priority payments (i.e., as allocated in Section 6.1.A (iii) and (vi) and Section 6.1.B (viii) and (ix) of the Agreement) and shall share in those allocations in a pro rata manner based on the distributions and allocations of items, as applicable, made to such Partnership Units, as applicable; references to Class D Units in Article VI of the Agreement shall be deemed to also refer to Series D-2 Preferred Units except that references to distributions made to the Class D Units shall be deemed to refer to distributions made to the Series D-2 Preferred Units in a pro rata manner with such distributions made to the Class D Units. (c) When the Class C Units and Class D Units are no longer outstanding, the Series D-2 Preferred Units shall be Preference Units and shall be allocated items pari passu with the allocation of items to holders of Preference Units (i.e., as allocated in Section 6.1.A (ii) and Section 6.1.B (x) of the Agreement) and shall share in those allocations in a pro rata manner based on the distributions and allocations of items, as applicable, made to Preference Units, as applicable; references to Preference Units in Article VI of the Agreement shall be deemed to also refer to Series D-2 Preferred Units except that references to distributions made to Preference Units shall be deemed to refer to distributions made to the Series D-2 Preferred Units in a pro rata manner with such distributions, if any, made to the Preference Units.

Ranking. Any Class class or Series series of Units units of the Partnership shall be deemed to rank: (Aa) prior to the Series AM A Preferred Units, as to the payment of distributions and as to distribution of assets upon liquidation, dissolution or winding up of the Partnershipup, if the holders of such Class class or Series of Units series shall be entitled to the payment receipt of distributions or the distribution of assets amounts distributable upon liquidation, dissolution or winding up, as the case may be, in preference or priority to the holders of Series AM A Preferred Units, including all preferred units issued to the General Partner corresponding to preferred stock issued by the General Partner; (Bb) on a parity with the Series AM A Preferred Units Units, as to the payment of distributions and as to the distribution of assets upon liquidation, dissolution or winding up of the Partnershipup, whether or not the distribution rates, distribution payment dates or redemption or liquidation prices per Unit unit thereof be different from those of the Series AM A Preferred Units, if the holders of such Class class of units or Series of Units series and the Series AM A Preferred Units shall be entitled to the payment receipt of distributions and the distribution of assets amounts distributable upon liquidation, dissolution or winding up in proportion to their respective amounts of accrued and unpaid distributions per Unit unit or liquidation preferences, without preference or priority one over the other (“"Parity Units”");; and (Cc) junior to the Series AM A Preferred Units, as to the payment of distributions or as to the distribution of assets upon liquidation, dissolution or winding up of the Partnershipup, if such Class units or series shall be Common Units or if the holders of the Series of A Preferred Units shall be Junior Units; and (D) junior entitled to the Series AM Preferred Units, as to the payment receipt of distributions and as to the distribution or of assets amounts distributable upon liquidation, dissolution or winding up up, as the case may be, in preference or priority to the holders of the Partnership, if such Class units or Series of Units shall be Fully series ("Junior Units").

Ranking. Any Class class or Series series of Units of the Company shall be deemed to rank: (Aa) prior or senior to the Series AM Preferred Units, as to the payment of distributions and as to distribution of assets upon liquidation, dissolution or winding up of the Partnership, if the holders of such Class or Series of C Units shall be entitled to the payment of distributions or the distribution of assets upon liquidation, dissolution or winding up, as the case may be, in preference or priority to the holders of Series AM Preferred Units, including all preferred units issued to the General Partner corresponding to preferred stock issued by the General Partner; (B) on a parity with the Series AM Preferred Units as to the payment of distributions and as to the distribution 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 be different from those of the Series AM Preferred Units, if the holders of such class or series shall be entitled to the receipt of amounts distributable upon liquidation, dissolution or winding up in preference or priority to the holders of Class C Units (the units referred to in this paragraph being hereinafter referred to, collectively, as “Senior Units”); (b) on a parity with the Class C Units as to the distribution of assets upon liquidation, dissolution or Series winding up if the holders of Units such class or series of units and the Series AM Preferred Class C Units shall be entitled to the payment receipt of distributions and the distribution of assets amounts distributable upon liquidation, dissolution or winding up 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 units referred to in this paragraph being hereinafter referred to, collectively, as “Parity Units”);; and (Cc) junior to the Series AM Preferred Class C Units, as to the payment of distributions or as to the distribution of assets upon liquidation, dissolution or winding up of the Partnership, (i) if such class or series of units shall be Class A Units or Series Class B Units, or (ii) if the holders of Class C Units shall be Junior Units; and (D) junior entitled to the Series AM Preferred Units, as to the payment receipt of distributions and as to the distribution of assets amounts distributable upon liquidation, dissolution or winding up in preference or priority to the holders of the Partnership, if such Class class or Series series of Units shall be Fully (the units referred to in clauses (i) and (ii) of this paragraph being hereinafter referred to, collectively, as “Junior Units”).

Ranking. (i) Any Class class or Series series of Partnership Units shall be deemed to rank: (Aa) prior to the Series AM A Preferred Units, as to the payment of distributions and as to distribution of assets upon liquidation, dissolution or winding up of the General Partner or the Partnership, if the holders of such Class class or Series series of Preferred Units shall be entitled to the payment receipt of distributions or the distribution of assets amounts distributable upon liquidation, dissolution or winding up, as the case may be, in preference or priority to the holders of Series AM A Preferred Units, including all preferred units issued to the General Partner corresponding to preferred stock issued by the General Partner; (Bb) on a parity with the Series AM A Preferred Units Units, as to the payment of distributions and 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 AM A Preferred Units, if the holders of such Class Partnership Units of such class or Series of Units series and the Series AM A Preferred Units shall be entitled to the payment receipt of distributions and the distribution of assets amounts distributable upon liquidation, dissolution or winding up 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 (“Parity Units”);; and (Cc) junior to the Series AM A 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 class or Series series of Partnership Units shall be Common Units or if the holders of Series A 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 of such class or series (“Junior Units; and”). (Dii) junior As of the date hereof, no Partnership Units are Parity Units with respect to the Series AM A Preferred Units, as Units and the holders of Series A Preferred Units shall be entitled to the payment receipt of distributions and as to the distribution of assets 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 Partnershipother, if such Class or except that: (i) the Series of A Preferred Units shall be Fully Junior 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 Subsections G(ii)(a) of this Exhibit G 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 A Preferred Units and such other Partnership Units, as applicable, to the total amounts to be paid in respect of the Series A Preferred Units and such other Partnership Units taken together on the Partnership Record Date.