Common use of Distributions Clause in Contracts

Distributions. (a) With respect to each Distribution Period and subject to the rights of the holders of Preferred Units ranking senior to or on parity with the Series B Preferred Units, the holders of Series B Preferred Units shall be entitled to receive, when, as and if declared by the General Partner, out of assets of the Partnership legally available for the payment of distributions, quarterly cumulative cash distributions in an amount per Series B Preferred Unit equal to the greater of (i) $1.0625 and (ii) the amount of the regular quarterly cash distribution for such Distribution Period upon the number of Common Units (or portion thereof) into which such Series B Preferred Unit is then convertible in accordance with Section 7 of this Schedule A (but, with respect to any Distribution Period ending after the Fifteenth Anniversary Date, no amount shall be paid in respect of clause (ii) of this paragraph in respect of the portion of such Distribution Period occurring after the Fifteenth Anniversary Date). Notwithstanding anything to the contrary contained herein, the amount of distributions described under each of clause (i) and (ii) of this paragraph for the initial Distribution Period, or any other period shorter than a full Distribution Period, shall be prorated and computed on the basis of twelve 30-day months and a 360-day year. The distributions upon the Series B Preferred Units for each Distribution Period shall, if and to the extent declared or authorized by the General Partner on behalf of the Partnership, be paid in arrears (without interest or other amount) on the Distribution Payment Date with respect thereto, and, if not paid on such date, shall accumulate, whether or not there are funds legally available for the payment thereof and whether or not such distributions are declared or authorized. The record date for distributions upon the Series B Preferred Units for any Distribution Period shall be the same as the record date for the distributions upon the Common Units for such Distribution Period (or, if no such record is set for the Common Units, the fifteenth day of the calendar month in which the applicable Distribution Payment Date falls). Accumulated and unpaid distributions for any past Distribution Periods to be declared and paid at any time, without reference to any Distribution Payment Date, to holders of record on such date, not exceeding 45 days preceding the payment date thereof, as may be fixed by the General Partner. Any distribution payment made upon the Series B Preferred Units shall first be credited against the earliest accumulated but unpaid distributions due with respect to such Units which remains payable. No interest, or sum of money in lieu of interest, shall be owing or payable in respect of any distribution payment or payments on the Series B Preferred Units, whether or not in arrears, including, without limitation, any distribution payment that is deferred pursuant to Section 5(g) of this Schedule A. (b) No distribution on the Series B Preferred Units shall be declared by the General Partner or paid or set apart for payment by the Partnership at such time as the terms and provisions of any agreement of the Partnership, including any agreement relating to its indebtedness, prohibits such declaration, payment or setting apart for payment or provides that such declaration, payment or setting apart for payment would constitute a breach thereof, or a default thereunder, or if such declaration or payment shall be restricted or prohibited by law. Notwithstanding the foregoing, distributions on the Series B Preferred Units shall accumulate whether or not any of the foregoing restrictions exist. (c) Except as provided in Section 5(d) of this Schedule A, so long as any Series B Preferred Units are outstanding, (i) no distributions (other than in Common Units or other Units ranking junior to the Series B Preferred Units as to payment of distributions and amounts upon liquidation, dissolution or winding-up of the Partnership) shall be declared or paid or set apart for payment upon the Common Units or any other class or series of partnership interests in the Partnership or Units ranking, as to payment of distributions or amounts distributable upon liquidation, dissolution or winding-up of the Partnership, on a parity with or junior to the Series B Preferred Units, for any period and (ii) no Common Units or other Units ranking junior to or on a parity with the Series B Preferred Units as to payment of distributions or amounts upon liquidation, dissolution or winding-up of the Partnership, shall be redeemed, purchased or otherwise acquired for any consideration (or any monies be paid to or made available for a sinking fund for the redemption of any such Units) by the Partnership (except by conversion into or exchange for other Units ranking junior to the Series B Preferred Units as to payment of distributions and amounts upon liquidation, dissolution or winding-up of the Partnership or by redemptions pursuant to Rights Agreements) unless, in the case of either clause (i) or (ii), full cumulative distributions have been or contemporaneously are declared and paid or declared and a sum sufficient for the payment thereof set apart for such payment on the Series B Preferred Units for all Distribution Periods ending on or prior to the distribution payment date for the Common Units or such other class or series of Unit or the date of such redemption, purchase or other acquisition. (d) When distributions are not paid in full (or a sum sufficient for such full payment is not set apart for such payment) upon the Series B Preferred Units and any other partnership interests in the Partnership or Units ranking on a parity as to payment of distributions with the Series B Preferred Units, all distributions declared upon the Series B Preferred Units and any other partnership interests in the Partnership or Units ranking on a parity as to payment of distributions with the Series B Preferred Units shall be declared pro rata so that the amount of distributions declared per Unit of Series B Preferred Units and such other partnership interests in the Partnership or Units shall in all cases bear to each other the same ratio that accrued distributions per Unit on the Series B Preferred Units and such other partnership interests in the Partnership or Units (which shall not include any accumulation in respect of unpaid distributions for prior distribution periods if such Units do not have cumulative distributions) bear to each other. (e) Holders of Series B Preferred Units shall not be entitled to any distributions, whether payable in cash, property or Units, in excess of the cumulative distributions described in Section 5(a) above. (f) Distributions with respect to the Series B Preferred Units are intended to qualify as permitted distributions of cash that are not treated as a disguised sale within the meaning of Treasury Regulation §1.707-4 and the provisions of this Schedule A shall be construed and applied consistently with such Treasury Regulations. (g) Notwithstanding anything to the contrary contained herein (but subject to the last sentence of Section 5(a) hereof), if the distributions with respect to the Series B Preferred Units made on or prior to the second anniversary of the issuance of the Series B Preferred Units would result in any holder of Series B Preferred Units receiving, an annual return on such holder’s “unreturned capital” (as defined for purposes of Treasury Regulation Section 1.707-4(a)) for a fiscal year (treating the fiscal year in which such second anniversary occurs as ending on such date) in excess of the Safe Harbor Rate (as defined below), then the distributions to such holder in excess of such Safe Harbor Rate will be deferred, will cumulate and will be paid, if and to the extent declared or authorized by the General Partner on behalf of the Partnership and subject, to the provisions of Section 5(b) hereof, on the earlier to occur of (i) the disposition of the Series B Preferred Units to which such deferred distributions relate in a transaction in which the disposing holder recognizes taxable gain thereon or (ii) the first distribution payment date with respect to the Series B Preferred Units following the second anniversary of the issuance of the Series B Preferred Units. For purposes of the foregoing, the “Safe Harbor Rate” shall equal 150% of the highest applicable federal rate, based on annual compounding, in effect for purposes of Section 1274(d) of the Code at any time between the date of the issuance of the Series B Preferred Units and the date on which the relevant distribution payment is made. Notwithstanding anything to the contrary contained herein, any distributions that are deferred under this Section 5(g) shall be deemed to have been paid in full for purposes of Sections 5(c) and (d) of this Schedule A until the end of the Distribution Period during which they are to be paid as provided above. (h) For any quarterly period, any amounts paid with respect to the Series B Preferred Units in excess of the amount that would have been paid with respect to such Units for such period had they been converted into Common Units in accordance with the terms of Section 7 of this Schedule A are intended to constitute guaranteed payments within the meaning of Section 707(c) of the Code and shall not be treated as distributions for purposes of allocating Net Income and Net Loss or otherwise maintaining Capital Accounts.

Distributions. All Distributions of cash or other property to the Members shall be made to the Members pro rata, based upon the respective number of Units held by the Members, except for (ai) With respect Distributions to each Distribution Period the Members upon the dissolution and winding up of the Company or any Deemed Liquidation Event, which Distributions are governed by Section 10.2, and (ii) Distributions to a Member pursuant to the Company's purchase or redemption of any of the Units of such Member. All such Distributions shall only be made in such amounts and at such times as are determined by the Directors from time to time, but subject to Section 8.3. Without limiting the rights generality of the holders of Preferred Units ranking senior to or on parity with the Series B Preferred Unitsforegoing, the holders Directors have the authority to make the determination of Series B Preferred Units shall be entitled to receive, when, as and if whether any Distribution that is declared by the General PartnerDirectors shall be made in the form of cash, out of assets debt, property or otherwise. The record date for the determination of the Partnership legally available Members entitled to receive a Distribution shall be the date determined by the Directors, but in the absence of the Directors specifying a record date for a Distribution, the payment of distributions, quarterly cumulative cash distributions in an amount per Series B Preferred Unit equal date on which the resolution declaring the Distribution to the greater Members is adopted by the Directors shall be the record date for such Distribution. All amounts withheld pursuant to the Code or any provisions of foreign, federal, state or local tax law with respect to any payment or Distribution to any Member from the Company shall be treated as amounts distributed to the relevant Member pursuant to this Section. Unless otherwise expressly provided by the Directors in connection with the declaration of a Distribution under this Section, (i) $1.0625 if a Member becomes entitled to a Distribution under this Section, the Member has the status of, and is entitled to all remedies available to, a creditor of the Company with respect to the Distribution; and (ii) the amount Company's indebtedness to a Member incurred by reason of a Distribution under this Section is at parity with the regular quarterly cash distribution for such Distribution Period Company's indebtedness to the Company's general, unsecured creditors. As provided above, this Section is not applicable to Distributions payable to the Members upon the number of Common Units (or portion thereof) into which such Series B Preferred Unit is then convertible in accordance with Section 7 of this Schedule A (but, with respect to any Distribution Period ending after the Fifteenth Anniversary Date, no amount shall be paid in respect of clause (ii) of this paragraph in respect of the portion of such Distribution Period occurring after the Fifteenth Anniversary Date). Notwithstanding anything to the contrary contained herein, the amount of distributions described under each of clause (i) dissolution and (ii) of this paragraph for the initial Distribution Period, or any other period shorter than a full Distribution Period, shall be prorated and computed on the basis of twelve 30-day months and a 360-day year. The distributions upon the Series B Preferred Units for each Distribution Period shall, if and to the extent declared or authorized by the General Partner on behalf of the Partnership, be paid in arrears (without interest or other amount) on the Distribution Payment Date with respect thereto, and, if not paid on such date, shall accumulate, whether or not there are funds legally available for the payment thereof and whether or not such distributions are declared or authorized. The record date for distributions upon the Series B Preferred Units for any Distribution Period shall be the same as the record date for the distributions upon the Common Units for such Distribution Period (or, if no such record is set for the Common Units, the fifteenth day of the calendar month in which the applicable Distribution Payment Date falls). Accumulated and unpaid distributions for any past Distribution Periods to be declared and paid at any time, without reference to any Distribution Payment Date, to holders of record on such date, not exceeding 45 days preceding the payment date thereof, as may be fixed by the General Partner. Any distribution payment made upon the Series B Preferred Units shall first be credited against the earliest accumulated but unpaid distributions due with respect to such Units which remains payable. No interest, or sum of money in lieu of interest, shall be owing or payable in respect of any distribution payment or payments on the Series B Preferred Units, whether or not in arrears, including, without limitation, any distribution payment that is deferred pursuant to Section 5(g) of this Schedule A. (b) No distribution on the Series B Preferred Units shall be declared by the General Partner or paid or set apart for payment by the Partnership at such time as the terms and provisions of any agreement of the Partnership, including any agreement relating to its indebtedness, prohibits such declaration, payment or setting apart for payment or provides that such declaration, payment or setting apart for payment would constitute a breach thereof, or a default thereunder, or if such declaration or payment shall be restricted or prohibited by law. Notwithstanding the foregoing, distributions on the Series B Preferred Units shall accumulate whether or not any of the foregoing restrictions exist. (c) Except as provided in Section 5(d) of this Schedule A, so long as any Series B Preferred Units are outstanding, (i) no distributions (other than in Common Units or other Units ranking junior to the Series B Preferred Units as to payment of distributions and amounts upon liquidation, dissolution or winding-winding up of the Partnership) shall be declared or paid or set apart for payment upon the Common Units Company or any other class or series of partnership interests in the Partnership or Units rankingDeemed Liquidation Event, as to payment of distributions or amounts distributable upon liquidation, dissolution or winding-up of the Partnership, on a parity with or junior to the Series B Preferred Units, for any period and (ii) no Common Units or other Units ranking junior to or on a parity with the Series B Preferred Units as to payment of distributions or amounts upon liquidation, dissolution or winding-up of the Partnership, shall be redeemed, purchased or otherwise acquired for any consideration (or any monies be paid to or made available for a sinking fund for the redemption of any such Units) by the Partnership (except by conversion into or exchange for other Units ranking junior to the Series B Preferred Units as to payment of distributions and amounts upon liquidation, dissolution or winding-up of the Partnership or by redemptions pursuant to Rights Agreements) unless, in the case of either clause (i) or (ii), full cumulative distributions have been or contemporaneously are declared and paid or declared and a sum sufficient for the payment thereof set apart for such payment on the Series B Preferred Units for all Distribution Periods ending on or prior to the distribution payment date for the Common Units or such other class or series of Unit or the date of such redemption, purchase or other acquisition. (d) When which distributions are not paid in full (or a sum sufficient for such full payment is not set apart for such payment) upon the Series B Preferred Units and any other partnership interests in the Partnership or Units ranking on a parity as to payment of distributions with the Series B Preferred Units, all distributions declared upon the Series B Preferred Units and any other partnership interests in the Partnership or Units ranking on a parity as to payment of distributions with the Series B Preferred Units shall be declared pro rata so that the amount of distributions declared per Unit of Series B Preferred Units and such other partnership interests in the Partnership or Units shall in all cases bear to each other the same ratio that accrued distributions per Unit on the Series B Preferred Units and such other partnership interests in the Partnership or Units (which shall not include any accumulation in respect of unpaid distributions for prior distribution periods if such Units do not have cumulative distributions) bear to each othergoverned by Section 10.2. (e) Holders of Series B Preferred Units shall not be entitled to any distributions, whether payable in cash, property or Units, in excess of the cumulative distributions described in Section 5(a) above. (f) Distributions with respect to the Series B Preferred Units are intended to qualify as permitted distributions of cash that are not treated as a disguised sale within the meaning of Treasury Regulation §1.707-4 and the provisions of this Schedule A shall be construed and applied consistently with such Treasury Regulations. (g) Notwithstanding anything to the contrary contained herein (but subject to the last sentence of Section 5(a) hereof), if the distributions with respect to the Series B Preferred Units made on or prior to the second anniversary of the issuance of the Series B Preferred Units would result in any holder of Series B Preferred Units receiving, an annual return on such holder’s “unreturned capital” (as defined for purposes of Treasury Regulation Section 1.707-4(a)) for a fiscal year (treating the fiscal year in which such second anniversary occurs as ending on such date) in excess of the Safe Harbor Rate (as defined below), then the distributions to such holder in excess of such Safe Harbor Rate will be deferred, will cumulate and will be paid, if and to the extent declared or authorized by the General Partner on behalf of the Partnership and subject, to the provisions of Section 5(b) hereof, on the earlier to occur of (i) the disposition of the Series B Preferred Units to which such deferred distributions relate in a transaction in which the disposing holder recognizes taxable gain thereon or (ii) the first distribution payment date with respect to the Series B Preferred Units following the second anniversary of the issuance of the Series B Preferred Units. For purposes of the foregoing, the “Safe Harbor Rate” shall equal 150% of the highest applicable federal rate, based on annual compounding, in effect for purposes of Section 1274(d) of the Code at any time between the date of the issuance of the Series B Preferred Units and the date on which the relevant distribution payment is made. Notwithstanding anything to the contrary contained herein, any distributions that are deferred under this Section 5(g) shall be deemed to have been paid in full for purposes of Sections 5(c) and (d) of this Schedule A until the end of the Distribution Period during which they are to be paid as provided above. (h) For any quarterly period, any amounts paid with respect to the Series B Preferred Units in excess of the amount that would have been paid with respect to such Units for such period had they been converted into Common Units in accordance with the terms of Section 7 of this Schedule A are intended to constitute guaranteed payments within the meaning of Section 707(c) of the Code and shall not be treated as distributions for purposes of allocating Net Income and Net Loss or otherwise maintaining Capital Accounts.

Distributions. (a) With respect to each Distribution Period and subject to the rights of the holders of Preferred Units ranking senior to or on parity with the Series B F Preferred Units, the holders of Series B F Preferred Units shall be entitled to receive, when, as and if declared by the General Partner, out of assets of the Partnership legally available for the payment of the distributions, quarterly cumulative cash distributions in an amount per Series B F Preferred Unit equal to the greater of (i) $1.0625 and (ii) the amount of the regular quarterly cash distribution for such Distribution Period upon the number of Common Units (or portion thereof) into which such Series B Preferred Unit is then convertible in accordance with Section 7 of this Schedule A (but, with respect to any Distribution Period ending after the Fifteenth Anniversary Date, no amount shall be paid in respect of clause (ii) of this paragraph in respect of the portion of such Distribution Period occurring after the Fifteenth Anniversary Date)25. Notwithstanding anything to the contrary contained herein, the amount of distributions described under each of clause (i) and (ii) of this paragraph for the initial Distribution Period, or any other period shorter than a full Distribution Period, shall be prorated and computed based on the basis actual number of twelve 30-day months and days in such Distribution Period relative to the actual number of days in the calendar quarter of which the Distribution Period is a 360-day yearpart. Such distributions shall, with respect to each Series F Preferred Unit, accrue from its issue date, whether or not in, or with respect to, any Distribution Period or Periods (A) the distributions described above are declared, (B) the Partnership is contractually prohibited from paying such distributions or (C) there shall be assets of the Partnership legally available for the payment of such distributions. The distributions upon the Series B F Preferred Units for each Distribution Period shall, if and to the extent declared or authorized by the General Partner on behalf of the Partnership, be paid in arrears (without interest or other amount) on the Distribution Payment Date with respect thereto, and, if not paid on such date, shall accumulate, whether or not in, or with respect to, any Distribution Period or Periods (X) the distributions are declared, (Y) the Partnership is contractually prohibited from paying such distributions or (Z) there are funds shall be assets of the Partnership legally available for the payment thereof and whether or not of such distributions are declared or authorized(and shall not constitute accumulated distributions prior to such date). The record date for distributions upon the Series B F Preferred Units for any Distribution Period shall be the same as the record date for the distributions upon the Common Units for such Distribution Period (or, if no such record date is set for the Common Units, the fifteenth day of the calendar month in which the applicable Distribution Payment Date fallsfalls if prior to such Distribution Payment Date; otherwise, the fifteenth day of the immediately preceding calendar month). Accumulated and unpaid distributions for any past Distribution Periods to may be declared and paid at any time, without reference to any Distribution Payment Date, to holders of record on such date, not exceeding 45 days preceding the payment date thereof, as may be fixed by the General Partner. Any distribution payment made upon the Series B F Preferred Units shall first be credited against the earliest accumulated accrued but unpaid distributions due with respect to such Units which remains payable. No interest, or sum of money in lieu of interest, shall be owing or payable in respect of any distribution payment or payments on the Series B F Preferred Units, whether or not in arrears, including, without limitation, any distribution payment that is deferred pursuant to Section 5(g) of this Schedule A.. (b) No distribution on the Series B F Preferred Units shall be declared by the General Partner or paid or set apart for payment by the Partnership at such time as and to the extent that the terms and provisions of any bona fide agreement of the Partnership, including any agreement relating to its bona fide indebtedness, prohibits such declaration, payment or setting apart for payment or provides that such declaration, payment or setting apart for payment would constitute a breach thereof, or a default thereunder, or if to the extent that such declaration or of payment shall be restricted or prohibited by lawlaw (and such failure to pay distributions on the Series F Preferred Units shall prohibit other distributions by the Partnership as described in Sections 5(c) or (d) of this Schedule D). Notwithstanding the foregoing, distributions on the Series B F Preferred Units shall accumulate as provided herein whether or not any of the foregoing restrictions exist. (c) Except as provided in Section 5(d) of this Schedule AC, so long as any Series B F Preferred Units are outstanding, (i) no cash or non-cash distributions (other than in Common Units or other Units ranking junior to the Series B F Preferred Units as to payment of distributions and amounts upon liquidation, dissolution or winding-up of the Partnership) shall be declared or paid or set apart for payment upon the Common Units or any other class or series of partnership interests in the Partnership or Units ranking, as to payment of distributions or amounts distributable upon liquidation, dissolution or winding-up of the Partnership, on a parity with or junior to the Series B F Preferred Units, for any period and (ii) no Common Units or other Units ranking junior to or on a parity with the Series B F Preferred Units as to payment of distributions or amounts upon liquidation, dissolution or winding-up of the Partnership, Partnership shall be redeemed, purchased or otherwise acquired for any consideration (or any monies be paid to or made available for a sinking fund for the redemption of any such Units) by the Partnership (except by conversion into or exchange for other Units ranking junior to the Series B F Preferred Units as to payment of distributions and amounts upon liquidation, dissolution or winding-up of the Partnership or by redemptions pursuant to Rights Agreements) unless, in the case of either clause (i) or (ii), full cumulative distributions have been or contemporaneously are declared and paid or declared and a sum sufficient for the payment thereof set apart for such payment in the next 30 days on the Series B F Preferred Units for all Distribution Periods ending on or prior to the distribution payment date for the Common Units or such other class or series of Unit or the date of such redemption, purchase or other acquisition. (d) When distributions are not paid in full (or a sum sufficient for such full payment is not set apart for such paymentpayment in the next 30 days) upon the Series B F Preferred Units and any other partnership interests in the Partnership or Units ranking on a parity as to payment of distributions with the Series B F Preferred Units, all distributions declared upon the Series B F Preferred Units and any other partnership interests in the Partnership or Units ranking on a parity as to payment of distributions with the Series B F Preferred Units shall be declared or paid pro rata so that the amount of distributions declared per Unit of Series B F Preferred Units and such other partnership interests in the Partnership or Units shall in all cases bear to each other the same ratio that accrued and unpaid distributions per Unit on the Series B F Preferred Units and such other partnership interests in the Partnership or Units (which shall not include any accumulation in respect of unpaid distributions for prior distribution periods if such Units do not have cumulative distributions) bear to each other. (e) Holders Except as set forth in Section 6 of this Schedule D, holders of Series B F Preferred Units shall not be entitled to any distributions, whether payable in cash, property or Units, in excess of the cumulative distributions described in Section 5(a) above.of this Schedule D. (f) Distributions with respect to the Series B F Preferred Units are intended to qualify as permitted distributions of cash that are not treated as a disguised sale within the meaning of Treasury Regulation §1.707-4 and the provisions of this Schedule A D shall be construed and applied consistently with such Treasury Regulations. (g) Notwithstanding anything to the contrary contained herein (but subject to the last sentence of Section 5(a) hereof), if the distributions with respect to the Series B Preferred Units made on or prior to the second anniversary of the issuance of the Series B Preferred Units would result in any holder of Series B Preferred Units receiving, an annual return on such holder’s “unreturned capital” (as defined for purposes of Treasury Regulation Section 1.707-4(a)) for a fiscal year (treating the fiscal year in which such second anniversary occurs as ending on such date) in excess of the Safe Harbor Rate (as defined below), then the distributions to such holder in excess of such Safe Harbor Rate will be deferred, will cumulate and will be paid, if and to the extent declared or authorized by the General Partner on behalf of the Partnership and subject, to the provisions of Section 5(b) hereof, on the earlier to occur of (i) the disposition of the Series B Preferred Units to which such deferred distributions relate in a transaction in which the disposing holder recognizes taxable gain thereon or (ii) the first distribution payment date with respect to the Series B Preferred Units following the second anniversary of the issuance of the Series B Preferred Units. For purposes of the foregoing, the “Safe Harbor Rate” shall equal 150% of the highest applicable federal rate, based on annual compounding, in effect for purposes of Section 1274(d) of the Code at any time between the date of the issuance of the Series B Preferred Units and the date on which the relevant distribution payment is made. Notwithstanding anything to the contrary contained herein, any distributions that are deferred under this Section 5(g) shall be deemed to have been paid in full for purposes of Sections 5(c) and (d) of this Schedule A until the end of the Distribution Period during which they are to be paid as provided above. (h) For any quarterly period, any amounts paid with respect to the Series B Preferred Units in excess of the amount that would have been paid with respect to such Units for such period had they been converted into Common Units in accordance with the terms of Section 7 of this Schedule A are intended to constitute guaranteed payments within the meaning of Section 707(c) of the Code and shall not be treated as distributions for purposes of allocating Net Income and Net Loss or otherwise maintaining Capital Accounts.

Distributions. (a) With respect to each Distribution Period and subject to the rights of the holders of Preferred Units ranking senior to or on parity with the The Series B Preferred Units, the holders of Series B Preferred Units A Mirror Holders shall be entitled to receivereceive with respect to each Series A Preferred Mirror Unit owned by such holder, when, as and if declared by the General Partner, in its sole discretion out of assets of the Partnership funds legally available for the payment of therefor, non-cumulative quarterly cash distributions, quarterly cumulative cash distributions on the applicable Distribution Payment Date that corresponds to the Record Date for which the General Partner has declared a distribution, if any, in an amount per Series B Preferred Unit equal to the greater product of (i) $1.0625 25% and (ii) the amount of rate per annum equal to the regular quarterly cash distribution for such Series A Mirror Distribution Period upon the number of Common Units Rate (or portion thereof) into which such Series B Preferred Unit is then convertible in accordance with subject to Section 7 2.5 of this Schedule A (but, with respect to any Distribution Period ending after the Fifteenth Anniversary Date, no amount shall be paid in respect of clause (ii) of this paragraph in respect of the portion of such Distribution Period occurring after the Fifteenth Anniversary Date). Notwithstanding anything to the contrary contained herein, the amount of distributions described under each of clause (iUnit Designation) and (iiiii) of this paragraph the Series A Mirror Liquidation Preference. Such distributions shall be non-cumulative. Distributions payable on the Series A Preferred Mirror Units for the initial Distribution Period, or any other period shorter less than a full Distribution Period, Period shall be prorated and computed on the basis of a 360-day year consisting of twelve 30-day months and a 360-day yearmonths. The Declared distributions upon the Series B Preferred Units for each Distribution Period shall, if and to the extent declared or authorized will be payable by the General Partner on behalf of the Partnership, be paid in arrears (without interest or other amount) on the relevant Distribution Payment Date with respect theretoto Series A Mirror Holders as they appear on the Partnership’s register at the close of business, andNew York City time, on a Series A Mirror Record Date, provided that if not paid on such date, shall accumulate, whether or not there are funds legally available for the payment thereof and whether or not such distributions are declared or authorized. The record date for distributions upon the Series B Preferred Units for any Distribution Period shall be the same as the record date for the distributions upon the Common Units for such Distribution Period (or, if no such record A Mirror Record Date is set for the Common Unitsnot a Business Day, the fifteenth day of declared distributions will be payable by the calendar month in which the applicable relevant Distribution Payment Date falls). Accumulated and unpaid distributions for any past Distribution Periods to be declared and paid Series A Mirror Holders as they appear on the Partnership’s register at any the close of business, New York City time, without reference to any Distribution Payment Date, to holders of record on such date, not exceeding 45 days preceding the payment date thereof, as may be fixed by the General Partner. Any distribution payment made upon the Series B Preferred Units shall first be credited against the earliest accumulated but unpaid distributions due with respect to such Units which remains payable. No interest, or sum of money in lieu of interest, shall be owing or payable in respect of any distribution payment or payments on the Business Day immediately preceding such Series B Preferred Units, whether or not in arrears, including, without limitation, any distribution payment that is deferred pursuant to Section 5(g) of this Schedule A.A Mirror Record Date. (b) No distribution on the Series B Preferred Units shall be declared by the General Partner or paid or set apart for payment by the Partnership at such time as the terms and provisions of any agreement of the Partnership, including any agreement relating to its indebtedness, prohibits such declaration, payment or setting apart for payment or provides that such declaration, payment or setting apart for payment would constitute a breach thereof, or a default thereunder, or if such declaration or payment shall be restricted or prohibited by law. Notwithstanding the foregoing, distributions on the Series B Preferred Units shall accumulate whether or not any of the foregoing restrictions exist. (c) Except as provided in Section 5(d) of this Schedule A, so So long as any Series B A Preferred Mirror Units are outstanding, (i) no distributions (other than in Common Units or other Units ranking junior to the Series B Preferred Units as to payment of distributions and amounts upon liquidation, dissolution or winding-up of the Partnership) shall be declared or paid or set apart for payment upon the Common Units or any other class or series of partnership interests in the Partnership or Units ranking, as to payment of distributions or amounts distributable upon liquidation, dissolution or winding-up of the Partnership, on a parity with or junior to the Series B Preferred Units, for any period and (ii) no Common Units or other Units ranking junior to or on a parity with the Series B Preferred Units as to payment of distributions or amounts upon liquidationthen-current Distribution Period, dissolution or winding-up of the Partnership, shall be redeemed, purchased or otherwise acquired for any consideration (or any monies be paid to or made available for a sinking fund for the redemption of any such Units) by the Partnership (except by conversion into or exchange for other Units ranking junior to the Series B Preferred Units as to payment of distributions and amounts upon liquidation, dissolution or winding-up of the Partnership or by redemptions pursuant to Rights Agreements) unless, in the case of either clause (i) or (ii), full cumulative unless distributions have been or contemporaneously are declared and paid or declared and a sum sufficient for the payment thereof set apart for payment on (i) the Series A Preferred Mirror Units or (ii) the OCG Series A Preferred Units, then, in each case for such then-current Distribution Period only, the Partnership may not repurchase its Common Units or any Junior Units and may not declare or pay or set apart payment for distributions on its Junior Units, other than, in each case, any Oaktree I Permitted Distribution, or repurchases or distributions the proceeds of which are used, directly or indirectly, to effect any Oaktree I Permitted Distribution. (c) The General Partner may, in its sole discretion, choose to pay distributions on the Series B A Preferred Mirror Units for all Distribution Periods ending without the payment of any distributions on or prior to the distribution payment date for the Common Units or such other class or series of Unit or the date of such redemption, purchase or other acquisitionany Junior Units. (d) When distributions are not declared and paid (or duly provided for) on any Distribution Payment Date (or, in the case of Parity Units having distribution payment dates different from the Distribution Payment Dates pertaining to the Series A Preferred Mirror Units, on a distribution payment date falling within the related Distribution Period) in full (or a sum sufficient for such full payment is not set apart for such payment) upon the Series B A Preferred Mirror Units and or any other partnership interests in the Partnership or Units ranking on a parity as to payment of distributions with the Series B Preferred Parity Units, all distributions declared upon the Series B A Preferred Mirror Units and any other partnership interests all such Parity Units payable on such Distribution Payment Date (or, in the Partnership or case of Parity Units ranking having distribution payment dates different from the Distribution Payment Dates, on a parity as to distribution payment of distributions with date falling within the Series B Preferred Units related Distribution Period) shall be declared pro rata so that the amount respective amounts of such distributions declared per Unit of Series B Preferred Units and such other partnership interests in shall bear the Partnership or Units shall in all cases bear same ratio to each other the same ratio that accrued as all declared and unpaid distributions per Unit on the Series B A Preferred Mirror Units and all unpaid distributions, including any accumulations, on all Parity Units payable on such other partnership interests Distribution Payment Date (or in the Partnership or case of Parity Units (which shall not include any accumulation in respect of unpaid distributions for prior having distribution periods if such Units do not have cumulative distributionspayment dates different from the Distribution Payment Dates pertaining to the Series A Preferred Mirror Units, on a distribution payment date falling within the related Distribution Period) bear to each other. (e) No distributions may be declared or paid or set apart for payment on any Series A Preferred Mirror Units if at the same time any arrears exist or default exists in the payment of distributions on any outstanding Units ranking, as to the payment of distributions and distribution of assets upon a Dissolution Event, senior to the Series A Preferred Mirror Units, subject to any applicable terms of such outstanding Units. (f) Series A Mirror Holders of Series B Preferred Units shall not be entitled to any distributions, whether payable in cashcash or property, property other than as provided in this Unit Designation and shall not be entitled to interest, or Unitsany sum in lieu of interest, in excess respect of the cumulative distributions described in Section 5(a) above. (f) Distributions with respect to the Series B Preferred Units are intended to qualify as permitted distributions of cash that are not treated as a disguised sale within the meaning of Treasury Regulation §1.707-4 and the provisions of this Schedule A shall be construed and applied consistently with any distribution payment, including any such Treasury Regulationspayment which is delayed or foregone. (g) Notwithstanding anything to the contrary contained herein (but subject to the last sentence The Partnership and Limited Partners intend that no portion of Section 5(a) hereof), if the distributions with respect paid to the Series B Preferred Units made on or prior A Mirror Holders pursuant to the second anniversary of the issuance of the Series B Preferred Units would result in any holder of Series B Preferred Units receiving, an annual return on such holder’s “unreturned capital” (as defined for purposes of Treasury Regulation Section 1.707-4(a)) for a fiscal year (treating the fiscal year in which such second anniversary occurs as ending on such date) in excess of the Safe Harbor Rate (as defined below), then the distributions to such holder in excess of such Safe Harbor Rate will be deferred, will cumulate and will be paid, if and to the extent declared or authorized by the General Partner on behalf of the Partnership and subject, to the provisions of Section 5(b) hereof, on the earlier to occur of (i) the disposition of the Series B Preferred Units to which such deferred distributions relate in a transaction in which the disposing holder recognizes taxable gain thereon or (ii) the first distribution payment date with respect to the Series B Preferred Units following the second anniversary of the issuance of the Series B Preferred Units. For purposes of the foregoing, the “Safe Harbor Rate” shall equal 150% of the highest applicable federal rate, based on annual compounding, in effect for purposes of Section 1274(d) of the Code at any time between the date of the issuance of the Series B Preferred Units and the date on which the relevant distribution payment is made. Notwithstanding anything to the contrary contained herein, any distributions that are deferred under this Section 5(g) 2.2 shall be deemed to have been paid in full for purposes of Sections 5(c) and (d) of this Schedule A until the end of the Distribution Period during which they are to be paid treated as provided above. (h) For any quarterly period, any amounts paid with respect to the Series B Preferred Units in excess of the amount that would have been paid with respect to such Units for such period had they been converted into Common Units in accordance with the terms of Section 7 of this Schedule A are intended to constitute a “guaranteed payments payment” within the meaning of Section 707(c) of the Code Code, and the Partnership and Series A Mirror Holders shall not be treated as distributions for purposes of allocating Net Income and Net Loss take any position inconsistent with such intention, except if there is a change in applicable law or otherwise maintaining Capital Accountsfinal determination by the Internal Revenue Service that is inconsistent with such intention.

Distributions. (a) With respect to each Distribution Period and subject to the rights of the holders of Preferred Units ranking senior to or on parity with the The Series B Preferred Units, the holders of Series B Preferred Units Mirror Holders shall be entitled to receivereceive with respect to each Series B Preferred Mirror Unit owned by such holder, when, as and if declared by the General Partner, in its sole discretion out of assets of the Partnership funds legally available for the payment of therefor, non-cumulative quarterly cash distributions, quarterly cumulative cash distributions on the applicable Distribution Payment Date that corresponds to the Record Date for which the General Partner has declared a distribution, if any, in an amount per Series B Preferred Unit equal to the greater product of (i) $1.0625 25% and (ii) the amount rate per annum equal to the Series B Mirror Distribution Rate (subject to Section 2.5 of this Unit Designation) and (iii) the regular quarterly cash distribution for such Distribution Period upon Series B Mirror Liquidation Preference. Such distributions shall be non-cumulative. Distributions payable on the number of Common Units (or portion thereof) into which such Series B Preferred Unit is then convertible in accordance with Section 7 of this Schedule A (but, with respect to any Mirror Units for the Distribution Period ending after the Fifteenth Anniversary Datecommencing on August 9, no amount shall be paid in respect of clause (ii) of this paragraph in respect of the portion of such Distribution Period occurring after the Fifteenth Anniversary Date). Notwithstanding anything to the contrary contained herein, the amount of distributions described under each of clause (i) and (ii) of this paragraph 2018 for the initial Distribution Period, or any other period shorter less than a full Distribution Period, Period shall be prorated and computed on the basis of a 360-day year consisting of twelve 30-day months months. Declared distributions will be payable by the relevant Distribution Payment Date to Series B Mirror Holders as they appear on the Partnership’s register at the close of business, New York City time, on a Series B Mirror Record Date, provided that if the Series B Mirror Record Date is not a Business Day, the declared distributions will be payable by the relevant Distribution Payment Date to Series B Mirror Holders as they appear on the Partnership’s register at the close of business, New York City time, on the Business Day immediately preceding such Series B Mirror Record Date. (b) So long as any Series B Preferred Mirror Units are outstanding, for any then-current Distribution Period, unless distributions have been declared and a 360-day year. The distributions upon paid or declared and set apart for payment on (i) the Series B Preferred Mirror Units for each Distribution Period shall, if and to or (ii) the extent declared or authorized by the General Partner on behalf of the Partnership, be paid in arrears (without interest or other amount) on the Distribution Payment Date with respect thereto, and, if not paid on such date, shall accumulate, whether or not there are funds legally available for the payment thereof and whether or not such distributions are declared or authorized. The record date for distributions upon the Series B Preferred Units for any Distribution Period shall be the same as the record date for the distributions upon the Common Units for such Distribution Period (or, if no such record is set for the Common Units, the fifteenth day of the calendar month in which the applicable Distribution Payment Date falls). Accumulated and unpaid distributions for any past Distribution Periods to be declared and paid at any time, without reference to any Distribution Payment Date, to holders of record on such date, not exceeding 45 days preceding the payment date thereof, as may be fixed by the General Partner. Any distribution payment made upon the Series B Preferred Units shall first be credited against the earliest accumulated but unpaid distributions due with respect to such Units which remains payable. No interest, or sum of money in lieu of interest, shall be owing or payable in respect of any distribution payment or payments on the OCG Series B Preferred Units, whether then, in each case for such then-current Distribution Period only, the Partnership may not repurchase its Common Units or any Junior Units and may not in arrears, including, without limitation, any distribution payment that is deferred pursuant to Section 5(g) of this Schedule A. (b) No distribution on the Series B Preferred Units shall be declared by the General Partner declare or paid pay or set apart payment for payment by the Partnership at such time as the terms and provisions of distributions on its Junior Units, other than, in each case, any agreement of the Partnership, including any agreement relating to its indebtedness, prohibits such declaration, payment or setting apart for payment or provides that such declaration, payment or setting apart for payment would constitute a breach thereofOaktree I Permitted Distribution, or a default thereunderrepurchases or distributions the proceeds of which are used, directly or if such declaration or payment shall be restricted or prohibited by law. Notwithstanding the foregoingindirectly, to effect any Oaktree I Permitted Distribution. (c) The General Partner may, in its sole discretion, choose to pay distributions on the Series B Preferred Mirror Units shall accumulate whether or not any of without the foregoing restrictions exist. (c) Except as provided in Section 5(d) of this Schedule A, so long as any Series B Preferred Units are outstanding, (i) no distributions (other than in Common Units or other Units ranking junior to the Series B Preferred Units as to payment of any distributions and amounts upon liquidation, dissolution or winding-up of the Partnership) shall be declared or paid or set apart for payment upon the Common Units or on any other class or series of partnership interests in the Partnership or Units ranking, as to payment of distributions or amounts distributable upon liquidation, dissolution or winding-up of the Partnership, on a parity with or junior to the Series B Preferred Junior Units, for any period and (ii) no Common Units or other Units ranking junior to or on a parity with the Series B Preferred Units as to payment of distributions or amounts upon liquidation, dissolution or winding-up of the Partnership, shall be redeemed, purchased or otherwise acquired for any consideration (or any monies be paid to or made available for a sinking fund for the redemption of any such Units) by the Partnership (except by conversion into or exchange for other Units ranking junior to the Series B Preferred Units as to payment of distributions and amounts upon liquidation, dissolution or winding-up of the Partnership or by redemptions pursuant to Rights Agreements) unless, in the case of either clause (i) or (ii), full cumulative distributions have been or contemporaneously are declared and paid or declared and a sum sufficient for the payment thereof set apart for such payment on the Series B Preferred Units for all Distribution Periods ending on or prior to the distribution payment date for the Common Units or such other class or series of Unit or the date of such redemption, purchase or other acquisition. (d) When distributions are not declared and paid (or duly provided for) on any Distribution Payment Date (or, in the case of Parity Units having distribution payment dates different from the Distribution Payment Dates pertaining to the Series B Preferred Mirror Units, on a distribution payment date falling within the related Distribution Period) in full (or a sum sufficient for such full payment is not set apart for such payment) upon the Series B Preferred Mirror Units and or any other partnership interests in the Partnership or Units ranking on a parity as to payment of distributions with the Series B Preferred Parity Units, all distributions declared upon the Series B Preferred Mirror Units and any other partnership interests all such Parity Units payable on such Distribution Payment Date (or, in the Partnership or case of Parity Units ranking having distribution payment dates different from the Distribution Payment Dates, on a parity as to distribution payment of distributions with date falling within the Series B Preferred Units related Distribution Period) shall be declared pro rata so that the amount respective amounts of such distributions declared per Unit of Series B Preferred Units and such other partnership interests in shall bear the Partnership or Units shall in all cases bear same ratio to each other the same ratio that accrued as all declared and unpaid distributions per Unit on the Series B Preferred Mirror Units and all unpaid distributions, including any accumulations, on all Parity Units payable on such other partnership interests Distribution Payment Date (or in the Partnership or case of Parity Units (which shall not include any accumulation in respect of unpaid distributions for prior having distribution periods if such Units do not have cumulative distributionspayment dates different from the Distribution Payment Dates pertaining to the Series B Preferred Mirror Units, on a distribution payment date falling within the related Distribution Period) bear to each other. (e) Holders of No distributions may be declared or paid or set apart for payment on any Series B Preferred Mirror Units if at the same time any arrears exist or default exists in the payment of distributions on any outstanding Units ranking, as to the payment of distributions and distribution of assets upon a Dissolution Event, senior to the Series B Preferred Mirror Units, subject to any applicable terms of such outstanding Units. (f) Series B Mirror Holders shall not be entitled to any distributions, whether payable in cashcash or property, property other than as provided in this Unit Designation and shall not be entitled to interest, or Unitsany sum in lieu of interest, in excess respect of the cumulative distributions described in Section 5(a) above. (f) Distributions with respect to the Series B Preferred Units are intended to qualify as permitted distributions of cash that are not treated as a disguised sale within the meaning of Treasury Regulation §1.707-4 and the provisions of this Schedule A shall be construed and applied consistently with any distribution payment, including any such Treasury Regulationspayment which is delayed or foregone. (g) Notwithstanding anything to the contrary contained herein (but subject to the last sentence The Partnership and Limited Partners intend that no portion of Section 5(a) hereof), if the distributions with respect paid to the Series B Preferred Units made on or prior Mirror Holders pursuant to the second anniversary of the issuance of the Series B Preferred Units would result in any holder of Series B Preferred Units receiving, an annual return on such holder’s “unreturned capital” (as defined for purposes of Treasury Regulation Section 1.707-4(a)) for a fiscal year (treating the fiscal year in which such second anniversary occurs as ending on such date) in excess of the Safe Harbor Rate (as defined below), then the distributions to such holder in excess of such Safe Harbor Rate will be deferred, will cumulate and will be paid, if and to the extent declared or authorized by the General Partner on behalf of the Partnership and subject, to the provisions of Section 5(b) hereof, on the earlier to occur of (i) the disposition of the Series B Preferred Units to which such deferred distributions relate in a transaction in which the disposing holder recognizes taxable gain thereon or (ii) the first distribution payment date with respect to the Series B Preferred Units following the second anniversary of the issuance of the Series B Preferred Units. For purposes of the foregoing, the “Safe Harbor Rate” shall equal 150% of the highest applicable federal rate, based on annual compounding, in effect for purposes of Section 1274(d) of the Code at any time between the date of the issuance of the Series B Preferred Units and the date on which the relevant distribution payment is made. Notwithstanding anything to the contrary contained herein, any distributions that are deferred under this Section 5(g) 2.2 shall be deemed to have been paid in full for purposes of Sections 5(c) and (d) of this Schedule A until the end of the Distribution Period during which they are to be paid treated as provided above. (h) For any quarterly period, any amounts paid with respect to the Series B Preferred Units in excess of the amount that would have been paid with respect to such Units for such period had they been converted into Common Units in accordance with the terms of Section 7 of this Schedule A are intended to constitute a “guaranteed payments payment” within the meaning of Section 707(c) of the Code Code, and the Partnership and Series B Mirror Holders shall not be treated as distributions for purposes of allocating Net Income and Net Loss take any position inconsistent with such intention, except if there is a change in applicable law or otherwise maintaining Capital Accountsfinal determination by the Internal Revenue Service that is inconsistent with such intention.

Distributions. (a) With respect to each Distribution Period and subject to the rights of the holders of Preferred Units ranking senior to or on parity with the Series B E Preferred Units, the holders of Series B E Preferred Units shall be entitled to receive, when, as and if declared by the General Partner, out of assets of the Partnership legally available for the payment of the distributions, quarterly cumulative cash distributions in an amount per Series B E Preferred Unit equal to the greater of (i) $1.0625 0.875 (the “Base Quarterly Distribution”) and (ii) the amount of the regular quarterly cash distribution paid for such Distribution Period upon the number of Common Units (or portion thereof) into which such Series B E Preferred Unit is then convertible in accordance with Section 7 of this Schedule A (but, with respect to any Distribution Period ending after the Fifteenth Anniversary Date, no amount shall be paid in respect of clause (ii) of this paragraph in respect of the portion of such Distribution Period occurring after the Fifteenth Anniversary Date). C. Notwithstanding anything to the contrary contained herein, the amount of distributions described under each of clause (i) and (ii) of this paragraph for the initial Distribution Period, or any other period shorter than a full Distribution Period, shall be prorated and computed based on the basis actual number of twelve 30-day months and days in such Distribution Period relative to the actual number of days in the calendar quarter of which the Distribution Period is a 360-day yearpart. Such distributions shall, with respect to each Series E Preferred Unit, accrue from its issue date, whether or not in, or with respect to, any Distribution Period or Periods (A) the distributions described above are declared, (B) the Partnership is contractually prohibited from paying such distributions or (C) there shall be assets of the Partnership legally available for the payment of such distributions. The distributions upon the Series B E Preferred Units for each Distribution Period shall, if and to the extent declared or authorized by the General Partner on behalf of the Partnership, be paid in arrears (without interest or other amount) on the Distribution Payment Date with respect thereto, and, if not paid on such date, shall accumulate, whether or not in, or with respect to, any Distribution Period or Periods (X) the distributions are declared, (Y) the Partnership is contractually prohibited from paying such distributions or (Z) there are funds shall be assets of the Partnership legally available for the payment thereof and whether or not of such distributions are declared or authorized(and shall not constitute accumulated distributions prior to such date). The record date for distributions upon the Series B E Preferred Units for any Distribution Period shall be the same as the record date for the distributions upon the Common Units for such Distribution Period (or, if no such record date is set for the Common Units, the fifteenth day of the calendar month in which the applicable Distribution Payment Date fallsfalls if prior to such Distribution Payment Date; otherwise, the fifteenth day of the immediately preceding calendar month). Accumulated and unpaid distributions for any past Distribution Periods to may be declared and paid at any time, without reference to any Distribution Payment Date, to holders of record on such date, not exceeding 45 days preceding the payment date thereof, as may be fixed by the General Partner. Any distribution payment made upon the Series B E Preferred Units shall first be credited against the earliest accumulated accrued but unpaid distributions due with respect to such Units which remains payable. No interest, or sum of money in lieu of interest, shall be owing or payable in respect of any distribution payment or payments on the Series B E Preferred Units, whether or not in arrears, including, without limitation, any distribution payment that is deferred pursuant to Section 5(g) of this Schedule A.. (b) No distribution on the Series B E Preferred Units shall be declared by the General Partner or paid or set apart for payment by the Partnership at such time as and to the extent that the terms and provisions of any bona fide agreement of the Partnership, including any agreement relating to its bona fide indebtedness, prohibits such declaration, payment or setting apart for payment or provides that such declaration, payment or setting apart for payment would constitute a breach thereof, or a default thereunder, or if to the extent that such declaration or of payment shall be restricted or prohibited by lawlaw (and such failure to pay distributions on the Series E Preferred Units shall prohibit other distributions by the Partnership as described in Sections 5(c) or (d) of this Schedule C). Notwithstanding the foregoing, distributions on the Series B E Preferred Units shall accumulate as provided herein whether or not any of the foregoing restrictions exist. (c) Except as provided in Section 5(d) of this Schedule AC, so long as any Series B E Preferred Units are outstanding, (i) no cash or non-cash distributions (other than in Common Units or other Units ranking junior to the Series B E Preferred Units as to payment of distributions and amounts upon liquidation, dissolution or winding-up of the Partnership) shall be declared or paid or set apart for payment upon the Common Units or any other class or series of partnership interests in the Partnership or Units ranking, as to payment of distributions or amounts distributable upon liquidation, dissolution or winding-up of the Partnership, on a parity with or junior to the Series B E Preferred Units, for any period and (ii) no Common Units or other Units ranking junior to or on a parity with the Series B E Preferred Units as to payment of distributions or amounts upon liquidation, dissolution or winding-up of the Partnership, Partnership shall be redeemed, purchased or otherwise acquired for any consideration (or any monies be paid to or made available for a sinking fund for the redemption of any such Units) by the Partnership (except by conversion into or exchange for other Units ranking junior to the Series B E Preferred Units as to payment of distributions and amounts upon liquidation, dissolution or winding-up of the Partnership or by redemptions pursuant to Rights Agreements) unless, in the case of either clause (i) or (ii), full cumulative distributions have been or contemporaneously are declared and paid or declared and a sum sufficient for the payment thereof set apart for such payment in the next 30 days on the Series B E Preferred Units for all Distribution Periods ending on or prior to the distribution payment date for the Common Units or such other class or series of Unit or the date of such redemption, purchase or other acquisition. (d) When distributions are not paid in full (or a sum sufficient for such full payment is not set apart for such paymentpayment in the next 30 days) upon the Series B E Preferred Units and any other partnership interests in the Partnership or Units ranking on a parity as to payment of distributions with the Series B E Preferred Units, all distributions declared upon the Series B E Preferred Units and any other partnership interests in the Partnership or Units ranking on a parity as to payment of distributions with the Series B E Preferred Units shall be declared or paid pro rata so that the amount of distributions declared per Unit of Series B E Preferred Units and such other partnership interests in the Partnership or Units shall in all cases bear to each other the same ratio that accrued and unpaid distributions per Unit on the Series B E Preferred Units and such other partnership interests in the Partnership or Units (which shall not include any accumulation in respect of unpaid distributions for prior distribution periods if such Units do not have cumulative distributions) bear to each other. (e) Holders Except as set forth in Section 6 of this Schedule C, holders of Series B E Preferred Units shall not be entitled to any distributions, whether payable in cash, property or Units, in excess of the cumulative distributions described in Section 5(a) above.of this Schedule C. (f) Distributions with respect to the Series B E Preferred Units are intended to qualify as permitted distributions of cash that are not treated as a disguised sale within the meaning of Treasury Regulation §1.707-4 and the provisions of this Schedule A C shall be construed and applied consistently with such Treasury Regulations. (g) Notwithstanding anything to the contrary contained herein (but subject to the last sentence of Section 5(a) hereof), if the distributions with respect to the Series B Preferred Units made on or prior to the second anniversary of the issuance of the Series B Preferred Units would result in any holder of Series B Preferred Units receiving, an annual return on such holder’s “unreturned capital” (as defined for purposes of Treasury Regulation Section 1.707-4(a)) for a fiscal year (treating the fiscal year in which such second anniversary occurs as ending on such date) in excess of the Safe Harbor Rate (as defined below), then the distributions to such holder in excess of such Safe Harbor Rate will be deferred, will cumulate and will be paid, if and to the extent declared or authorized by the General Partner on behalf of the Partnership and subject, to the provisions of Section 5(b) hereof, on the earlier to occur of (i) the disposition of the Series B Preferred Units to which such deferred distributions relate in a transaction in which the disposing holder recognizes taxable gain thereon or (ii) the first distribution payment date with respect to the Series B Preferred Units following the second anniversary of the issuance of the Series B Preferred Units. For purposes of the foregoing, the “Safe Harbor Rate” shall equal 150% of the highest applicable federal rate, based on annual compounding, in effect for purposes of Section 1274(d) of the Code at any time between the date of the issuance of the Series B Preferred Units and the date on which the relevant distribution payment is made. Notwithstanding anything to the contrary contained herein, any distributions that are deferred under this Section 5(g) shall be deemed to have been paid in full for purposes of Sections 5(c) and (d) of this Schedule A until the end of the Distribution Period during which they are to be paid as provided above. (h) For any quarterly period, any amounts paid with respect to the Series B Preferred Units in excess of the amount that would have been paid with respect to such Units for such period had they been converted into Common Units in accordance with the terms of Section 7 of this Schedule A are intended to constitute guaranteed payments within the meaning of Section 707(c) of the Code and shall not be treated as distributions for purposes of allocating Net Income and Net Loss or otherwise maintaining Capital Accounts.

Distributions. (a1) With respect to each Distribution Period and subject Subject to the rights of the holders of Parity Preferred Units and holders of preferred units ranking senior to or on parity with the Series B E Preferred UnitsUnits issued after the date hereof in accordance herewith as to payment of distributions and rights upon liquidation, dissolution or winding-up, the holders of Series B E Preferred Units shall be entitled to receive, when, as and if declared by the Partnership acting through the General Partner, out of assets funds legally available for that purpose, cumulative preferential distributions payable in cash in an amount per Series E Preferred Unit equal to $0.9375 per calendar quarter (equivalent to $3.75 per annum or an annual rate of 7.5%). Such distributions shall be cumulative from the Issue Date (as defined in subsection I below), whether or not in any Series E Distribution Period or Periods such distributions shall be authorized or there shall be funds of the Partnership legally available for the payment of such distributions, quarterly cumulative cash distributions in an amount per Series B Preferred Unit equal to the greater of (i) $1.0625 and (ii) the amount of the regular quarterly cash distribution for such Distribution Period upon the number of Common Units (or portion thereof) into which such Series B Preferred Unit is then convertible in accordance with Section 7 of this Schedule A (but, with respect to any Distribution Period ending after the Fifteenth Anniversary Date, no amount shall be paid payable quarterly in respect of clause (ii) of this paragraph in respect of the portion of such Distribution Period occurring after the Fifteenth Anniversary Date). Notwithstanding anything to the contrary contained herein, the amount of distributions described under each of clause (i) and (ii) of this paragraph for the initial Distribution Period, or any other period shorter than a full Distribution Period, shall be prorated and computed arrears on the basis of twelve 30-day months and a 360-day year. The distributions upon the Series B Preferred Units for each E Distribution Period shallPayment Dates, if and to the extent declared or authorized by the General Partner on behalf of the Partnership, be paid in arrears (without interest or other amount) commencing on the first Series E Distribution Payment Date with respect theretoafter the Series E Issue Date. Each such distribution shall be payable in arrears to the holders of record of the Series E Preferred Units, and, if not paid as they appear on such date, shall accumulate, whether or not there are funds legally available for the payment thereof and whether or not such distributions are declared or authorized. The records of the Partnership at the close of business on a record date for distributions upon the Series B Preferred Units for any Distribution Period which shall be the same as the record date for the distributions upon the Common Units for such Distribution Period (or, if no such record is set for the Common Units, the fifteenth day of the calendar month in which not less than 10 and not more than 60 days prior to the applicable Series E Distribution Payment Date falls)Date. Accumulated Accumulated, accrued and unpaid distributions for any past Series E Distribution Periods to may be declared authorized and paid at any time, without reference to any regular Series E Distribution Payment Date, to holders of record on such a given date, which date shall not exceeding precede by more than 45 days preceding the payment date thereof, as may be fixed by the Partnership, acting through the General Partner. The amount of accumulated, accrued and unpaid distributions on any Series E Preferred Unit, or fraction thereof, at any date shall be the amount of any distributions thereon calculated at the applicable rate to and including such date, whether or not earned or authorized, which have not been paid in cash. The amount of distributions payable per Series E Preferred Unit for the initial Series E Distribution Period, or any other period shorter or longer than a full Series E Distribution Period, shall be computed ratably on the basis of four 90-day quarters and a 360-day year. (2) Accumulated but unpaid distributions on the Series E Preferred Units shall accrue additional distributions at the rate of 12% per annum. Any distribution payment made upon on the Series B E Preferred Units shall first be credited against the earliest accumulated but unpaid distributions distribution due with respect to such Series E Preferred Units which remains payable. No interest, or sum of money in lieu of interest, shall be owing or payable in respect of any distribution payment or payments on the Series B Preferred Units, whether or not in arrears, including, without limitation, any distribution payment that is deferred pursuant to Section 5(g) of this Schedule A. (b) No distribution on the Series B Preferred Units shall be declared by the General Partner or paid or set apart for payment by the Partnership at such time as the terms and provisions of any agreement of the Partnership, including any agreement relating to its indebtedness, prohibits such declaration, payment or setting apart for payment or provides that such declaration, payment or setting apart for payment would constitute a breach thereof, or a default thereunder, or if such declaration or payment shall be restricted or prohibited by law. Notwithstanding the foregoing, distributions on the Series B Preferred Units shall accumulate whether or not any of the foregoing restrictions exist. (c3) Except as provided in Section 5(dsubsection C(iv) of this Schedule Abelow, and for so long as any Series B E Preferred Units are outstanding, (i) no distributions (other than in Common Units or other Units Partnership Interests ranking junior to the Series B E Preferred Units as to payment of distributions and amounts upon liquidation, dissolution or winding-winding up of the Partnership) shall be declared authorized or paid or set apart aside for payment nor shall any other distribution be authorized or made upon the Common Units or any other class or series of partnership interests in the Partnership or Units Interests ranking, as to payment of distributions or amounts distributable upon liquidation, dissolution or winding-winding up of the Partnership, on a parity with or junior to the Series B E Preferred Units, Units for any period unless full cumulative distributions have been or contemporaneously are authorized and (ii) no paid or authorized and a sum sufficient for the payment thereof set apart for such payment on the Series E Preferred Units for all past Series E Distribution Periods and the then current Series E Distribution Period, nor shall any Common Units Units, or other Units any Partnership Interests ranking junior to or on a parity with the Series B E Preferred Units as to payment of distributions or amounts upon liquidation, dissolution or winding-winding up of the Partnership, shall be redeemed, purchased or otherwise acquired for any consideration (or any monies be paid to or made available for a sinking fund for the redemption of any such UnitsPartnership Interests) by the Partnership or any other entity controlled directly or indirectly by the Partnership (except by conversion into or exchange for other Units Partnership Interests ranking junior to the Series B E Preferred Units as to payment of distributions and amounts upon liquidation, dissolution or winding-winding up of the Partnership or by redemptions pursuant to Rights Agreements) unless, in the case of either clause (i) or (ii), full cumulative distributions have been or contemporaneously are declared and paid or declared and a sum sufficient for the payment thereof set apart for such payment on the Series B Preferred Units for all Distribution Periods ending on or prior to the distribution payment date for the repurchase of Common Units held by employees, officers or consultants of the Partnership (or their permitted transferees) that are subject to restrictive share purchase agreements under which the Partnership has the option or obligation to repurchase such other shares upon the occurrence of certain events, such as termination of employment). The foregoing sentence will not prohibit the redemption of Partnership Interests corresponding to any Series E Preferred Shares or any class or series of Unit or Junior Shares to be purchased by ▇▇▇▇▇▇▇▇ Properties Trust (the date "Trust") pursuant to Article VII of such redemption, purchase or other acquisitionthe Amended and Restated Declaration of Trust (the "Trust") of the Trust to preserve the Trust's status as a real estate investment trust. (d4) When distributions are not paid in full (or a sum sufficient for such full payment is not so set apart for such paymentapart) upon the Series B E Preferred Units and any other partnership interests in the Partnership or Units Interests ranking on a parity as to payment of distributions with the Series B E Preferred Units, all distributions declared upon authorized with respect to the Series B E Preferred Units and any other partnership interests in the Partnership or Units Interests ranking on a parity as to payment of distributions with the Series B E Preferred Units shall be declared authorized pro rata so that the amount of distributions declared per Unit of authorized with respect to the Series B E Preferred Units and such other partnership interests in the Partnership or Units Interests shall in all cases bear to each other the same ratio that accrued accumulated distributions per Unit on with respect to the Series B E Preferred Units and such other partnership interests in the Partnership or Units Interests (which shall not include any accumulation in respect of unpaid distributions for prior distribution periods if such Units Partnership Interests do not have a cumulative distributionsdistribution) bear to each other. (e5) Holders of Series B E Preferred Units shall not be entitled to any distributions, whether payable in cash, other property or Unitsotherwise, in excess of the full cumulative distributions described in Section 5(a) aboveherein. (f) Distributions with respect to the Series B Preferred Units are intended to qualify as permitted distributions of cash that are not treated as a disguised sale within the meaning of Treasury Regulation §1.707-4 and the provisions of this Schedule A shall be construed and applied consistently with such Treasury Regulations. (g) Notwithstanding anything to the contrary contained herein (but subject to the last sentence of Section 5(a) hereof), if the distributions with respect to the Series B Preferred Units made on or prior to the second anniversary of the issuance of the Series B Preferred Units would result in any holder of Series B Preferred Units receiving, an annual return on such holder’s “unreturned capital” (as defined for purposes of Treasury Regulation Section 1.707-4(a)) for a fiscal year (treating the fiscal year in which such second anniversary occurs as ending on such date) in excess of the Safe Harbor Rate (as defined below), then the distributions to such holder in excess of such Safe Harbor Rate will be deferred, will cumulate and will be paid, if and to the extent declared or authorized by the General Partner on behalf of the Partnership and subject, to the provisions of Section 5(b) hereof, on the earlier to occur of (i) the disposition of the Series B Preferred Units to which such deferred distributions relate in a transaction in which the disposing holder recognizes taxable gain thereon or (ii) the first distribution payment date with respect to the Series B Preferred Units following the second anniversary of the issuance of the Series B Preferred Units. For purposes of the foregoing, the “Safe Harbor Rate” shall equal 150% of the highest applicable federal rate, based on annual compounding, in effect for purposes of Section 1274(d) of the Code at any time between the date of the issuance of the Series B Preferred Units and the date on which the relevant distribution payment is made. Notwithstanding anything to the contrary contained herein, any distributions that are deferred under this Section 5(g) shall be deemed to have been paid in full for purposes of Sections 5(c) and (d) of this Schedule A until the end of the Distribution Period during which they are to be paid as provided above. (h) For any quarterly period, any amounts paid with respect to the Series B Preferred Units in excess of the amount that would have been paid with respect to such Units for such period had they been converted into Common Units in accordance with the terms of Section 7 of this Schedule A are intended to constitute guaranteed payments within the meaning of Section 707(c) of the Code and shall not be treated as distributions for purposes of allocating Net Income and Net Loss or otherwise maintaining Capital Accounts.

Distributions. (a) With respect to each Distribution Period and subject to the rights The holders of the holders of Preferred Units ranking senior to or on parity with the then outstanding Series B Preferred Units, the holders of Series B J Preferred Units shall be entitled to receivereceive an amount equal to the dividends payable per share on the Related Issue at the times such dividends are paid. (b) Except as otherwise expressly provided herein, when, the Series J Preferred Units will not be entitled to any distributions in excess of the distributions as described above and if declared by shall not be entitled to participate in the General Partner, out of earnings or assets of the Partnership legally available for the payment of distributions, quarterly cumulative cash distributions in an amount per Series B Preferred Unit equal to the greater of (i) $1.0625 and (ii) the amount of the regular quarterly cash distribution for such Distribution Period upon the number of Common Units (or portion thereof) into which such Series B Preferred Unit is then convertible in accordance with Section 7 of this Schedule A (but, with respect to any Distribution Period ending after the Fifteenth Anniversary Date, no amount shall be paid in respect of clause (ii) of this paragraph in respect of the portion of such Distribution Period occurring after the Fifteenth Anniversary Date). Notwithstanding anything to the contrary contained herein, the amount of distributions described under each of clause (i) and (ii) of this paragraph for the initial Distribution Period, or any other period shorter than a full Distribution Period, shall be prorated and computed on the basis of twelve 30-day months and a 360-day year. The distributions upon the Series B Preferred Units for each Distribution Period shall, if and to the extent declared or authorized by the General Partner on behalf of the Operating Partnership, be paid in arrears (without interest or other amount) on the Distribution Payment Date with respect thereto, and, if not paid on such date, shall accumulate, whether or not there are funds legally available for the payment thereof and whether or not such distributions are declared or authorized. The record date for distributions upon the Series B Preferred Units for any Distribution Period shall be the same as the record date for the distributions upon the Common Units for such Distribution Period (or, if no such record is set for the Common Units, the fifteenth day of the calendar month in which the applicable Distribution Payment Date falls). Accumulated and unpaid distributions for any past Distribution Periods to be declared and paid at any time, without reference to any Distribution Payment Date, to holders of record on such date, not exceeding 45 days preceding the payment date thereof, as may be fixed by the General Partner. Any distribution payment made upon the Series B Preferred Units shall first be credited against the earliest accumulated but unpaid distributions due with respect to such Units which remains payable. No interest, or sum of money in lieu of interest, shall be owing or payable in respect of any distribution payment or payments on the Series B J Preferred Units, whether or not Units which may be in arrears, including, without limitation, any distribution payment that is deferred pursuant to Section 5(g) of this Schedule A.. (bc) No Any distribution made on the Series B J Preferred Units shall first be credited against the earliest accumulated but unpaid distribution due with respect to such units which remains payable. (d) No distributions on the Series J Preferred Units shall be declared by the General Partner or authorized, paid or set apart for payment by the Operating Partnership at such time as the terms and provisions of any agreement of the Operating Partnership, including any agreement relating to its indebtedness, prohibits such declarationauthorization, payment or setting apart for payment or provides that such declarationauthorization, payment or setting apart for payment would constitute a breach thereof, thereof or a default thereunder, or if such declaration authorization or payment shall be restricted or prohibited by law. Notwithstanding the foregoing, distributions on the Series B Preferred Units shall accumulate whether or not any of the foregoing restrictions exist. (ce) Except as provided in Section 5(d) of this Schedule A, so long as any Series B Preferred Units are outstanding, (i) no No distributions (other than in Common Units or other Units ranking junior to the Series B Preferred Units as to payment of distributions and amounts upon liquidation, dissolution or winding-up of the Partnership) shall be declared or paid or set apart for payment upon on any equity interests of the Common Units or any other class or series of partnership interests in the Operating Partnership or Units ranking, as to payment of distributions or amounts distributable upon liquidation, dissolution or winding-up of the Partnershipdistributions, on a parity with or junior to the Series B J Preferred Units, Units for any period and (ii) no Common Units or other Units ranking junior to or on a parity with the Series B Preferred Units as to payment of distributions or amounts upon liquidation, dissolution or winding-up of the Partnership, shall be redeemed, purchased or otherwise acquired for any consideration (or any monies be paid to or made available for a sinking fund for the redemption of any such Units) by the Partnership (except by conversion into or exchange for other Units ranking junior to the Series B Preferred Units as to payment of distributions and amounts upon liquidation, dissolution or winding-up of the Partnership or by redemptions pursuant to Rights Agreements) unless, in the case of either clause (i) or (ii), unless full cumulative distributions pursuant to Section 3(a) hereof have been or contemporaneously are declared and paid or declared and a sum sufficient for the payment thereof therefor set apart for such payment on the Series B J Preferred Units for all Distribution past Dividend Periods ending on or prior to (as defined in the distribution payment date for Certificate of Designation of the Common Units or such other class or series of Unit or Related Issue) and the date of such redemption, purchase or other acquisition. (d) then current Dividend Period. When distributions are not paid in full (or a sum sufficient for such full payment is not so set apart for such paymentapart) upon the Series B J Preferred Units and any other partnership interests in the Partnership or Preferred Units ranking on a parity as to payment of distributions with the Series B J Preferred Units, all distributions declared upon on the Series B J Preferred Units and any other partnership interests in the Partnership or Preferred Units ranking on a parity as to payment of distributions with the Series B J Preferred Units shall be declared pro rata so that the amount of distributions declared per Series J Preferred Unit of Series B Preferred Units and such other partnership interests in the Partnership or Preferred Units shall in all cases bear to each other the same ratio that accrued accumulated distributions per Unit on the Series B J Preferred Units and such other partnership interests in the Partnership or Preferred Units (which shall not include any accumulation in respect of unpaid distributions for prior distribution periods if such Units do not have cumulative distributions) bear to each other. (f) Except as provided in subparagraph (e) Holders of ), unless full cumulative distributions on the Series B J Preferred Units shall not be entitled to any distributions, whether payable in cash, property have been or Units, in excess of contemporaneously are declared and paid or declared and a sum sufficient for the cumulative distributions described in Section 5(a) above. (f) Distributions with respect to payment therefor set apart for such payment on the Series B J Preferred Units are intended to qualify as permitted distributions of cash that are not treated as a disguised sale within the meaning of Treasury Regulation §1.707-4 for all past Dividend Periods and the provisions of this Schedule A shall be construed and applied consistently with such Treasury Regulations. then current Dividend Period, no distributions (g) Notwithstanding anything to the contrary contained herein (but subject to the last sentence of Section 5(a) hereof), if the distributions with respect to the Series B Preferred Units made on or prior to the second anniversary of the issuance of the Series B Preferred Units would result other than in any holder of Series B Preferred Units receiving, an annual return on such holder’s “unreturned capital” (as defined for purposes of Treasury Regulation Section 1.707-4(a)) for a fiscal year (treating the fiscal year in which such second anniversary occurs as ending on such date) in excess of the Safe Harbor Rate (as defined below), then the distributions to such holder in excess of such Safe Harbor Rate will be deferred, will cumulate and will be paid, if and to the extent declared or authorized by the General Partner on behalf of the Partnership and subject, to the provisions of Section 5(b) hereof, on the earlier to occur of (i) the disposition of the Series B Preferred Units to which such deferred distributions relate in a transaction in which the disposing holder recognizes taxable gain thereon or (ii) the first distribution payment date with respect to the Series B Preferred Units following the second anniversary of the issuance of the Series B Preferred Junior Units. For purposes of the foregoing, the “Safe Harbor Rate” shall equal 150% of the highest applicable federal rate, based on annual compounding, in effect for purposes of Section 1274(d) of the Code at any time between the date of the issuance of the Series B Preferred Units and the date on which the relevant distribution payment is made. Notwithstanding anything to the contrary contained herein, any distributions that are deferred under this Section 5(g) shall be deemed to have been declared or paid in full or set aside for purposes of Sections 5(c) and (d) of this Schedule A until payment nor shall any other distribution be declared or made upon the end Junior Units or any other equity interest of the Distribution Period during which they are Operating Partnership ranking on a parity with the Series J Preferred Units as to distributions or upon liquidation, nor shall any Junior Units or any other capital stock of the Operating Partnership ranking on a parity with the Series J Preferred Units as to distributions or upon liquidation be redeemed, purchased or otherwise acquired for any consideration (or any moneys be paid as provided aboveor made available for a sinking fund for the redemption of such units) by the Operating Partnership (except by conversion into or exchange for other Junior Units). (h) For any quarterly period, any amounts paid with respect to the Series B Preferred Units in excess of the amount that would have been paid with respect to such Units for such period had they been converted into Common Units in accordance with the terms of Section 7 of this Schedule A are intended to constitute guaranteed payments within the meaning of Section 707(c) of the Code and shall not be treated as distributions for purposes of allocating Net Income and Net Loss or otherwise maintaining Capital Accounts.

Distributions. (aA) With respect to each Distribution Period and subject to the rights Each holder of the holders of Preferred Units ranking senior to or on parity with the Series B Preferred Units, the holders of Series B Class E Preferred Units shall be entitled to receivereceive out of Available Cash, when, as and if declared by the General Partner, out of assets of the Partnership legally available for the payment of distributions, quarterly cumulative cash distributions in an amount at the rate of 8 7/8% per Series B annum of the $25.00 liquidation preference per Class E Preferred Unit equal (equivalent to the greater an annual rate of $2.21875 per Class E Preferred Unit). Distributions (i) $1.0625 shall accrue daily and shall begin to accrue and shall be fully cumulative from the Issue Date and (ii) the amount of the regular quarterly cash distribution for such Distribution Period upon the number of Common Units (or portion thereof) into which such Series B Preferred Unit is then convertible in accordance with Section 7 of this Schedule A (but, with respect to any Distribution Period ending after the Fifteenth Anniversary Date, no amount shall be paid in respect of clause (ii) of this paragraph in respect of the portion of such Distribution Period occurring after the Fifteenth Anniversary Date). Notwithstanding anything to the contrary contained hereinpayable quarterly, the amount of distributions described under each of clause (i) when, as and (ii) of this paragraph for the initial Distribution Period, or any other period shorter than a full Distribution Period, shall be prorated and computed on the basis of twelve 30-day months and a 360-day year. The distributions upon the Series B Preferred Units for each Distribution Period shall, if and to the extent declared or authorized by the General Partner Partner, in arrears in cash on behalf of the Partnershipa Distribution Payment Date, commencing on July 15, 2004 or if such day is not a Business Day, such distribution may be paid in arrears (without interest or other amount) on the next succeeding Business Day. If a Distribution Payment Date is not a Business Day, the payment of such distribution on the next succeeding Business Day shall have the same force and effect as if made on the Distribution Payment Date with respect theretoDate, and, if not paid and no additional sum shall accrue on such date, shall accumulate, whether or not there are funds legally available the amount so payable for the payment thereof period from and whether or not such distributions are declared or authorized. The record date for distributions upon the Series B Preferred Units for any Distribution Period shall be the same as the record date for the distributions upon the Common Units for such Distribution Period (or, if no such record is set for the Common Units, the fifteenth day of the calendar month in which the applicable after each Distribution Payment Date falls)to the next succeeding Business Day. Accumulated Accrued and unpaid distributions for any past Distribution Periods to Period may be declared and paid at any timetime and for such interim periods, without reference to any Distribution Payment Dateregular distribution date, to holders the holder of record the Class E Preferred Units on such date, not exceeding 45 days preceding the payment date thereof, as may be fixed by the General Partner. Any distribution payment made upon on the Series B Class E Preferred Units shall first be credited against the earliest accumulated accrued but unpaid distributions distribution due with respect to such the Class E Preferred Units which remains remain payable. Notwithstanding any of the foregoing, each outstanding Class E Preferred Unit will be entitled to receive a distribution equal to the distribution paid with respect to each other Class E Preferred Unit that is outstanding on the date of such distribution. (B) The amount of any distributions on the Class E Preferred Units for any Distribution Period or portion thereof will be computed on the basis of a 360-day year consisting of twelve 30-day months (it being understood that the distribution payable on July 15, 2004 shall be for less than a full quarter). No interest, or sum of money in lieu of interest, shall be owing or payable in respect of any distribution payment or payments on the Series B Class E Preferred Units, whether or not Units that may be in arrears, in excess of the full cumulative distributions described above in Section 2(A). (C) So long as any Class E Preferred Units are outstanding, no full distributions shall be authorized, declared or paid or set apart for payment on any class or series of Dividend Parity Units or Dividend Junior Units for any period unless full cumulative distributions have been or contemporaneously are authorized, declared and paid or authorized, declared and a sum sufficient for the payment thereof set apart for such payment on the Class E Preferred Units for all past Distribution Periods (including, without limitation, any distribution Distribution Period that terminates on a Subject Date). When such cumulative distributions are not paid in full or a sum sufficient for such full payment is not set apart on the Class E Preferred Units and any class or series of Dividend Parity Units, all distributions authorized and declared upon the Class E Preferred Units and any other class or series of Dividend Parity Units will be authorized and declared pro rata so that is deferred pursuant the amount of distributions authorized and declared with respect to Section 5(g) the Class E Preferred Units and such other class or series of this Schedule A.Dividend Parity Units will in all cases bear to each other the same ratio that accrued and unpaid distributions on the Class E Preferred Units and such other class or series of Dividend Parity Units bear to each other. (bD) Except as provided in the immediately preceding paragraph, so long as any Class E Preferred Units are outstanding, unless full cumulative distributions on all outstanding Class E Preferred Units have been or contemporaneously are authorized, declared and paid or authorized, declared and a sum sufficient for the payment thereof set apart for such payment on the Class E Preferred Units for all past Distribution Periods (including without limitation, any Distribution Period that terminates on a Subject Date), no distributions (other than distributions paid solely in Fully Junior Units) shall be authorized, declared or paid or set apart for payment on any Junior Units or Parity Units, nor shall any Junior Units or any Parity Units be redeemed, purchased or otherwise acquired for any consideration or any monies paid to or made available for a sinking fund for the redemption of any such Junior Units or Parity Units by the Partnership except (i) by redemption or exchange of such Units for Fully Junior Units, (ii) by redemption or exchange of such Units by the General Partner for Shares ranking junior to the Shares of Class E Preferred Stock as to dividends and as to distributions of assets upon the General Partner’s liquidation, dissolution and winding up and (iii) to preserve the General Partner’s status as a REIT or to preserve the Partnership’s status as a “partnership” for federal income tax purposes. (E) No distribution distributions on the Series B Class E Preferred Units shall be authorized or declared by the General Partner or paid or set apart for payment by the Partnership at such time as the terms and provisions of any agreement of the General Partner or the Partnership, including any organizational document or agreement relating to its indebtednessindebtedness of either of them, prohibits such authorization, declaration, payment or setting apart for payment or provides that such authorization, declaration, payment or setting apart for payment would constitute a breach thereof, thereof or a default thereunder, or if such authorization, declaration or payment shall be restricted or prohibited by law. Notwithstanding the foregoing, distributions on the Series B Class E Preferred Units shall accumulate will accrue and be cumulative whether or not the terms and provisions of any agreement of the foregoing restrictions existPartnership or the General Partner prohibits the payment of distributions, whether or not the Partnership has earnings, whether or not there is Available Cash or funds legally available for the payment of such distributions and whether or not such distributions are authorized. (cF) Except as provided in Section 5(d) of this Schedule A, so long as any Series B All references to “accrued” or “accrued and unpaid” distributions on the Class E Preferred Units are outstanding(and all references of like import) include, (i) no unless otherwise expressly stated or the context otherwise requires, accumulated distributions, if any, on the Class E Preferred Units; and all references to “accrued” or “accrued and unpaid” distributions (other than in Common Units or other Units ranking junior to the Series B Preferred Units as to payment of distributions and amounts upon liquidation, dissolution or winding-up of the Partnership) shall be declared or paid or set apart for payment upon the Common Units or on any other class or series of partnership interests in Units other than the Partnership or Units ranking, as to payment of distributions or amounts distributable upon liquidation, dissolution or winding-up of the Partnership, on a parity with or junior to the Series B Preferred Units, for any period and (ii) no Common Units or other Units ranking junior to or on a parity with the Series B Class E Preferred Units as to payment of distributions or amounts upon liquidationinclude, dissolution or winding-up of the Partnershipif, shall be redeemedand only if, purchased or otherwise acquired for any consideration (or any monies be paid to or made available for a sinking fund for the redemption of any such Units) by the Partnership (except by conversion into or exchange for other Units ranking junior to the Series B Preferred Units as to payment of distributions and amounts upon liquidation, dissolution or winding-up of the Partnership or by redemptions pursuant to Rights Agreements) unless, in the case of either clause (i) or (ii), full cumulative distributions have been or contemporaneously are declared and paid or declared and a sum sufficient for the payment thereof set apart for such payment on the Series B Preferred Units for all Distribution Periods ending on or prior to the distribution payment date for the Common Units or such other class or series of Unit Units provides for cumulative distributions and unless otherwise expressly stated or the date of such redemptioncontext otherwise requires, purchase or other acquisition. (d) When distributions are not paid in full (or a sum sufficient for such full payment is not set apart for such payment) upon the Series B Preferred Units and any other partnership interests in the Partnership or Units ranking on a parity as to payment of distributions with the Series B Preferred Units, all distributions declared upon the Series B Preferred Units and any other partnership interests in the Partnership or Units ranking on a parity as to payment of distributions with the Series B Preferred Units shall be declared pro rata so that the amount of distributions declared per Unit of Series B Preferred Units and such other partnership interests in the Partnership or Units shall in all cases bear to each other the same ratio that accrued distributions per Unit on the Series B Preferred Units and such other partnership interests in the Partnership or Units (which shall not include any accumulation in respect of unpaid distributions for prior distribution periods if such Units do not have cumulative distributions) bear to each other. (e) Holders of Series B Preferred Units shall not be entitled to any accumulated distributions, whether payable in cashif any, property or Units, in excess of the cumulative distributions described in Section 5(a) abovethereon. (f) Distributions with respect to the Series B Preferred Units are intended to qualify as permitted distributions of cash that are not treated as a disguised sale within the meaning of Treasury Regulation §1.707-4 and the provisions of this Schedule A shall be construed and applied consistently with such Treasury Regulations. (g) Notwithstanding anything to the contrary contained herein (but subject to the last sentence of Section 5(a) hereof), if the distributions with respect to the Series B Preferred Units made on or prior to the second anniversary of the issuance of the Series B Preferred Units would result in any holder of Series B Preferred Units receiving, an annual return on such holder’s “unreturned capital” (as defined for purposes of Treasury Regulation Section 1.707-4(a)) for a fiscal year (treating the fiscal year in which such second anniversary occurs as ending on such date) in excess of the Safe Harbor Rate (as defined below), then the distributions to such holder in excess of such Safe Harbor Rate will be deferred, will cumulate and will be paid, if and to the extent declared or authorized by the General Partner on behalf of the Partnership and subject, to the provisions of Section 5(b) hereof, on the earlier to occur of (i) the disposition of the Series B Preferred Units to which such deferred distributions relate in a transaction in which the disposing holder recognizes taxable gain thereon or (ii) the first distribution payment date with respect to the Series B Preferred Units following the second anniversary of the issuance of the Series B Preferred Units. For purposes of the foregoing, the “Safe Harbor Rate” shall equal 150% of the highest applicable federal rate, based on annual compounding, in effect for purposes of Section 1274(d) of the Code at any time between the date of the issuance of the Series B Preferred Units and the date on which the relevant distribution payment is made. Notwithstanding anything to the contrary contained herein, any distributions that are deferred under this Section 5(g) shall be deemed to have been paid in full for purposes of Sections 5(c) and (d) of this Schedule A until the end of the Distribution Period during which they are to be paid as provided above. (h) For any quarterly period, any amounts paid with respect to the Series B Preferred Units in excess of the amount that would have been paid with respect to such Units for such period had they been converted into Common Units in accordance with the terms of Section 7 of this Schedule A are intended to constitute guaranteed payments within the meaning of Section 707(c) of the Code and shall not be treated as distributions for purposes of allocating Net Income and Net Loss or otherwise maintaining Capital Accounts.

Distributions. (a) With respect Each distribution made by the Company, regardless of the source or character of the assets to be distributed, shall be made in accordance with this Article VI and applicable Law, including Section 18−607 of the Act. (b) Any provision to the contrary contained in this Operating Agreement notwithstanding, but in all instances limited by applicable law, in addition to the Tax Distributions, the Company shall make monthly distributions to each Distribution Period Member, pro rata in accordance with their respective Percentage Interests, and subject to the rights availability of the holders of Preferred Units ranking senior to or on parity with the Series B Preferred Units, the holders of Series B Preferred Units shall be entitled to receive, when, Available Cash (as and if declared determined in good faith by the General Partner, out of assets of the Partnership legally available for the payment of distributions, quarterly cumulative cash distributions Board) in an amount per Series B Preferred Unit equal to 90% of Available Cash. Such monthly distributions shall be made to the greater of (i) $1.0625 and (ii) Members on or before the amount 21st day after the end of the regular quarterly cash distribution for such Distribution Period upon the number preceding month’s operations on which determination of Common Units (or portion thereof) into which such Series B Preferred Unit Available Cash is then convertible in accordance with Section 7 of this Schedule A (but, with respect to any Distribution Period ending after the Fifteenth Anniversary Date, no amount shall be paid in respect of clause (ii) of this paragraph in respect of the portion of such Distribution Period occurring after the Fifteenth Anniversary Date). Notwithstanding anything to the contrary contained herein, the amount of distributions described under each of clause (i) and (ii) of this paragraph for the initial Distribution Period, or any other period shorter than a full Distribution Period, shall be prorated and computed on the basis of twelve 30-day months and a 360-day year. The distributions upon the Series B Preferred Units for each Distribution Period shall, if and to the extent declared or authorized by the General Partner on behalf of the Partnership, be paid in arrears (without interest or other amount) on the Distribution Payment Date with respect thereto, and, if not paid on such date, shall accumulate, whether or not there are funds legally available for the payment thereof and whether or not such distributions are declared or authorized. The record date for distributions upon the Series B Preferred Units for any Distribution Period shall be the same as the record date for the distributions upon the Common Units for such Distribution Period (or, if no such record is set for the Common Units, the fifteenth day of the calendar month in which the applicable Distribution Payment Date falls). Accumulated and unpaid distributions for any past Distribution Periods to be declared and paid at any time, without reference to any Distribution Payment Date, to holders of record on such date, not exceeding 45 days preceding the payment date thereof, as may be fixed by the General Partner. Any distribution payment made upon the Series B Preferred Units shall first be credited against the earliest accumulated but unpaid distributions due with respect to such Units which remains payable. No interest, or sum of money in lieu of interest, shall be owing or payable in respect of any distribution payment or payments on the Series B Preferred Units, whether or not in arrears, including, without limitation, any distribution payment that is deferred pursuant to Section 5(g) of this Schedule A. (b) No distribution on the Series B Preferred Units shall be declared by the General Partner or paid or set apart for payment by the Partnership at such time as the terms and provisions of any agreement of the Partnership, including any agreement relating to its indebtedness, prohibits such declaration, payment or setting apart for payment or provides that such declaration, payment or setting apart for payment would constitute a breach thereof, or a default thereunder, or if such declaration or payment shall be restricted or prohibited by law. Notwithstanding the foregoing, distributions on the Series B Preferred Units shall accumulate whether or not any of the foregoing restrictions existmade. (c) Except as provided in Section 5(d) of this Schedule A, so long as any Series B Preferred Units are outstanding, (i) no distributions (other than in Common Units or other Units ranking junior to the Series B Preferred Units as to payment of distributions and amounts upon liquidation, dissolution or winding-up of the Partnership) shall be declared or paid or set apart for payment upon the Common Units or any other class or series of partnership interests in the Partnership or Units ranking, as to payment of distributions or amounts distributable upon liquidation, dissolution or winding-up of the Partnership, on a parity with or junior to the Series B Preferred Units, for any period and (ii) no Common Units or other Units ranking junior to or on a parity with the Series B Preferred Units as to payment of distributions or amounts upon liquidation, dissolution or winding-up of the Partnership, shall be redeemed, purchased or otherwise acquired for any consideration (or any monies be paid to or made available for a sinking fund for the redemption of any such Units) by the Partnership (except by conversion into or exchange for other Units ranking junior to the Series B Preferred Units as to payment of distributions and amounts upon liquidation, dissolution or winding-up of the Partnership or by redemptions pursuant to Rights Agreements) unless, in the case of either clause (i) or (ii), full cumulative distributions have been or contemporaneously are declared and paid or declared and a sum sufficient for the payment thereof set apart for such payment on the Series B Preferred Units for all Distribution Periods ending on or prior to the distribution payment date for the Common Units or such other class or series of Unit or the date of such redemption, purchase or other acquisition. (d) When distributions are not paid in full (or a sum sufficient for such full payment is not set apart for such payment) upon the Series B Preferred Units and any other partnership interests in the Partnership or Units ranking on a parity as to payment of distributions with the Series B Preferred Units, all distributions declared upon the Series B Preferred Units and any other partnership interests in the Partnership or Units ranking on a parity as to payment of distributions with the Series B Preferred Units shall be declared pro rata so that the amount of distributions declared per Unit of Series B Preferred Units and such other partnership interests in the Partnership or Units shall in all cases bear to each other the same ratio that accrued distributions per Unit on the Series B Preferred Units and such other partnership interests in the Partnership or Units (which shall not include any accumulation in respect of unpaid distributions for prior distribution periods if such Units do not have cumulative distributions) bear to each other. (e) Holders of Series B Preferred Units shall not be entitled to any distributions, whether payable in cash, property or Units, in excess of the cumulative distributions described in Section 5(a) above. (f) Distributions with respect to the Series B Preferred Units are intended to qualify as permitted distributions of cash that are not treated as a disguised sale within the meaning of Treasury Regulation §1.707-4 and the provisions of this Schedule A shall be construed and applied consistently with such Treasury Regulations. (g) Notwithstanding anything to the contrary contained herein (but in this Article VI, the Company shall, subject to the last sentence availability of Section 5(aproceeds (as determined in good faith by the Board) hereof), if make cash distributions to each Member on the distributions Tax Distribution Date with respect to the Series B Preferred Units made on or prior each Fiscal Year to the second anniversary extent of the issuance required Tax Distribution, if any, of such Member for such Fiscal Year. In addition, upon the Series B Preferred Units would result in request of any holder of Series B Preferred Units receivingMember, an annual return on such holder’s “unreturned capital” (as defined for purposes of Treasury Regulation Section 1.707-4(a)) for a fiscal year (treating the fiscal year in which such second anniversary occurs as ending on such date) in excess of the Safe Harbor Rate (as defined below), then the Company shall make advance distributions to such holder Member on a quarterly basis based upon estimates of the required Tax Distribution in a manner sufficient to permit such Member to satisfy its quarterly estimated tax payment obligations and if the sum of the amount of quarterly tax distributions exceeds the amount of the Tax Distribution the Member shall promptly refund such excess to the Company upon such notice. All quarterly tax distributions to a Member shall be treated as an advance of, and shall offset, the cash distribution payable to the Member (pursuant to this Section 6.1(d)) on the next Tax Distribution Date. If on a Tax Distribution Date (or date of a quarterly estimated distribution) there are not sufficient funds on hand to distribute to each Member the full amount of such Safe Harbor Rate will Member’s Tax Distribution (or quarterly estimate thereof), distributions shall be deferred, will cumulate and will be paid, if and made to the Members to the extent declared or authorized by the General Partner on behalf of the Partnership available funds in proportion to each Member’s required Tax Distribution (or quarterly estimate thereof), and subjectthe Company shall make future distributions as soon as funds become available to pay the remaining portion of such Member’s required Tax Distribution (or quarterly estimate thereof) and shall not, until the remaining portion of each such Member’s required Tax Distribution (or quarterly estimate thereof) is so distributed, make a distribution other than pursuant to this sentence. The Tax Distribution (or quarterly advance thereon) distributed to any Member shall be treated as an advance of, and shall offset distributions distributable to such Member pursuant to this Agreement. It is understood that Tax Distributions to each Member shall be such Member’s Cumulative Assumed Tax Liability based on each Member’s tax consequences related to such Member’s Percentage Interests in the Company. (d) All distributions made under this Section 6.1 shall be made to the provisions holders of Section 5(b) hereof, on the earlier to occur of (i) the disposition record of the Series B Preferred Units to which such deferred distributions relate in a transaction in which the disposing holder recognizes taxable gain thereon or (ii) the first distribution payment date with respect to the Series B Preferred Units following the second anniversary of the issuance of the Series B Preferred Units. For purposes of the foregoing, the “Safe Harbor Rate” shall equal 150% of the highest applicable federal rate, based Membership Interests on annual compounding, in effect for purposes of Section 1274(d) of the Code at any time between the date of the issuance of the Series B Preferred Units and the date on which the relevant distribution payment is made. Notwithstanding anything to the contrary contained herein, any distributions that are deferred under this Section 5(g) shall be deemed to have been paid in full for purposes of Sections 5(c) and (d) of this Schedule A until the end of the Distribution Period during which they are to be paid as provided abovedistribution. (h) For any quarterly period, any amounts paid with respect to the Series B Preferred Units in excess of the amount that would have been paid with respect to such Units for such period had they been converted into Common Units in accordance with the terms of Section 7 of this Schedule A are intended to constitute guaranteed payments within the meaning of Section 707(c) of the Code and shall not be treated as distributions for purposes of allocating Net Income and Net Loss or otherwise maintaining Capital Accounts.

Distributions. (a) With If at any time when there are Loaned Shares outstanding under this Agreement, Lender pays a cash dividend or makes a cash distribution in respect to each Distribution Period and subject of its outstanding Common Stock to the rights then holder or holders of such Loaned Shares, Borrower shall pay to Lender (whether or not Borrower is a holder of any or all of the holders of Preferred Units ranking senior to or on parity with the Series B Preferred Unitsoutstanding Loan Shares), the holders of Series B Preferred Units shall be entitled to receive, when, as and if declared by the General Partner, out of assets of the Partnership legally available for within one Business Day after the payment of distributionssuch dividend or distribution, quarterly cumulative cash distributions in an amount per Series B Preferred Unit in cash equal to the greater product of (i) $1.0625 the amount per share of such dividend or distribution and (ii) the amount of the regular quarterly cash distribution for such Distribution Period upon the number of Common Units Loaned Shares on which the dividend or distribution was paid. (or portion thereofb) into which such Series B Preferred Unit is then convertible in accordance with Section 7 of If at any time when there are Loaned Shares outstanding under this Schedule A (butAgreement, with respect to any Distribution Period ending after the Fifteenth Anniversary Date, no amount shall be paid Lender makes a distribution in respect of clause (ii) of this paragraph its outstanding Common Stock in property or securities, including any options, warrants, rights or privileges in respect of securities (other than a distribution of Common Stock, but including any options, warrants, rights or privileges exercisable for, convertible into or exchangeable for Common Stock) to the portion then holder or holders of such Distribution Period occurring Loaned Shares (a “Non-Cash Distribution”), Borrower shall deliver to Lender (whether or not Borrower is a holder of any or all of the outstanding Loan Shares) in kind, within one Business Day after the Fifteenth Anniversary Date). Notwithstanding anything date of such Non-Cash Distribution, the property or securities distributed in an amount equal to the contrary contained herein, the amount product of distributions described under each of clause (i) the amount per share of Common Stock of such Non-Cash Distribution and (ii) the number of this paragraph for the initial Loaned Shares on which such Non-Cash Distribution Period, or any other period shorter than a full Distribution Period, shall be prorated and computed on the basis of twelve 30-day months and a 360-day year. The distributions upon the Series B Preferred Units for each Distribution Period shall, if and to the extent declared or authorized by the General Partner on behalf of the Partnership, be paid in arrears (without interest or other amount) on the Distribution Payment Date with respect thereto, and, if not paid on such date, shall accumulate, whether or not there are funds legally available for the payment thereof and whether or not such distributions are declared or authorized. The record date for distributions upon the Series B Preferred Units for any Distribution Period shall be the same as the record date for the distributions upon the Common Units for such Distribution Period (or, if no such record is set for the Common Units, the fifteenth day of the calendar month in which the applicable Distribution Payment Date falls). Accumulated and unpaid distributions for any past Distribution Periods to be declared and paid at any time, without reference to any Distribution Payment Date, to holders of record on such date, not exceeding 45 days preceding the payment date thereof, as may be fixed by the General Partner. Any distribution payment made upon the Series B Preferred Units shall first be credited against the earliest accumulated but unpaid distributions due with respect to such Units which remains payable. No interest, or sum of money in lieu of interest, shall be owing or payable in respect of any distribution payment or payments on the Series B Preferred Units, whether or not in arrears, including, without limitation, any distribution payment that is deferred pursuant to Section 5(g) of this Schedule A. (b) No distribution on the Series B Preferred Units shall be declared by the General Partner or paid or set apart for payment by the Partnership at such time as the terms and provisions of any agreement of the Partnership, including any agreement relating to its indebtedness, prohibits such declaration, payment or setting apart for payment or provides that such declaration, payment or setting apart for payment would constitute a breach thereof, or a default thereunder, or if such declaration or payment shall be restricted or prohibited by law. Notwithstanding the foregoing, distributions on the Series B Preferred Units shall accumulate whether or not any of the foregoing restrictions existwas made. (c) Except as provided Any interest, cash distribution or cash dividend made on or in Section 5(drespect of any Collateral for any Loan hereunder, shall, subject to (e) of this Schedule Abelow, so long as any Series B Preferred Units are outstanding, (i) no distributions (other than in Common Units or other Units ranking junior be delivered by the Collateral Agent to the Series B Preferred Units as to payment of distributions and amounts upon liquidation, dissolution or winding-up of the Partnership) shall be declared or paid or set apart for payment upon the Common Units or any other class or series of partnership interests in the Partnership or Units ranking, as to payment of distributions or amounts distributable upon liquidation, dissolution or winding-up of the PartnershipBorrower, on a parity with the date such interest, cash distribution or junior to the Series B Preferred Units, for any period and (ii) no Common Units or other Units ranking junior to or on a parity with the Series B Preferred Units as to payment of distributions or amounts upon liquidation, dissolution or winding-up of the Partnership, shall be redeemed, purchased or otherwise acquired for any consideration (or any monies be paid to or made available for a sinking fund for the redemption of any such Units) cash dividend is received by the Partnership (except by conversion into or exchange for other Units ranking junior to the Series B Preferred Units as to payment of distributions and amounts upon liquidation, dissolution or winding-up of the Partnership or by redemptions pursuant to Rights Agreements) unless, in the case of either clause (i) or (ii), full cumulative distributions have been or contemporaneously are declared and paid or declared and a sum sufficient for the payment thereof set apart for such payment on the Series B Preferred Units for all Distribution Periods ending on or prior to the distribution payment date for the Common Units or such other class or series of Unit or the date of such redemption, purchase or other acquisitionCollateral Agent. (d) When Any non-cash distributions are not paid in full (or a sum sufficient for such full payment is not set apart for such payment) upon the Series B Preferred Units and any other partnership interests in the Partnership dividend made on or Units ranking on a parity as to payment of distributions with the Series B Preferred Units, all distributions declared upon the Series B Preferred Units and any other partnership interests in the Partnership or Units ranking on a parity as to payment of distributions with the Series B Preferred Units shall be declared pro rata so that the amount of distributions declared per Unit of Series B Preferred Units and such other partnership interests in the Partnership or Units shall in all cases bear to each other the same ratio that accrued distributions per Unit on the Series B Preferred Units and such other partnership interests in the Partnership or Units (which shall not include any accumulation in respect of unpaid distributions any Collateral for prior any Loan hereunder shall, subject to (e) below, be delivered by the Collateral Agent to Borrower on the date such non-cash distribution periods if such Units do not have cumulative distributions) bear to each otheror dividend is received by the Collateral Agent. (e) Holders of Series B Preferred Units shall not be entitled to any distributions, whether payable in cash, If the cash or other property or Units, in excess of received by the cumulative distributions described in Section 5(a) above. (f) Distributions with respect to the Series B Preferred Units are intended to qualify as permitted distributions of cash that are not treated as a disguised sale within the meaning of Treasury Regulation §1.707-4 and Collateral Agent under the provisions of this Schedule A shall be construed and applied consistently with such Treasury Regulations. paragraph (gc) Notwithstanding anything to the contrary contained herein (but subject to the last sentence of Section 5(a) hereof), if the distributions with respect to the Series B Preferred Units made on or prior to the second anniversary of the issuance of the Series B Preferred Units would result in any holder of Series B Preferred Units receiving, an annual return on such holder’s “unreturned capital” (as defined for purposes of Treasury Regulation Section 1.707-4(a)) for a fiscal year (treating the fiscal year in which such second anniversary occurs as ending on such date) in excess of the Safe Harbor Rate (as defined below), then the distributions to such holder in excess of such Safe Harbor Rate will be deferred, will cumulate and will be paid, if and to the extent declared or authorized by the General Partner on behalf of the Partnership and subject, to the provisions of Section 5(b) hereof, on the earlier to occur of (i) the disposition of the Series B Preferred Units to which such deferred distributions relate in a transaction in which the disposing holder recognizes taxable gain thereon or (ii) the first distribution payment date with respect to the Series B Preferred Units following the second anniversary of the issuance of the Series B Preferred Units. For purposes of the foregoing, the “Safe Harbor Rate” shall equal 150% of the highest applicable federal rate, based on annual compounding, in effect for purposes of Section 1274(d) of the Code at any time between the date of the issuance of the Series B Preferred Units and the date on which the relevant distribution payment is made. Notwithstanding anything to the contrary contained herein, any distributions that are deferred under this Section 5(g) shall be deemed to have been paid in full for purposes of Sections 5(c) and (d) of this Schedule A until the end of the Distribution Period during which they are to be paid Section 7 qualifies as provided above. (h) For any quarterly periodCollateral, any amounts paid with respect to the Series B Preferred Units extent that a transfer of such cash or other property to Borrower by the Collateral Agent would give rise to a Collateral Deficit, the Collateral Agent shall (only to the extent of any such Collateral Deficit) not make such transfer of cash or other property in excess accordance with this Section 7, but shall in lieu of such transfer immediately credit the amount amounts that would have been paid with respect to such Units for such period had they been converted into Common Units in accordance with the terms of transferable under this Section 7 of this Schedule A are intended to constitute guaranteed payments within the meaning of Section 707(c) of the Code and shall not be treated as distributions for purposes of allocating Net Income and Net Loss or otherwise maintaining Capital AccountsCollateral Account.

Distributions. (a) With respect to each Distribution Period and subject Subject to the rights of the Series K Preferred Units or the holders of Preferred Units at the time outstanding ranking senior to or on parity with the Series B L Preferred UnitsUnits with respect to rights as to distributions, the holders of Series B L Preferred Units shall be entitled to receivereceive on each Distribution Payment Date, out of any assets of the Partnership legally available for the payment of the distributions, quarterly cumulative cash distributions at the rate of [ ]% per year of the $[ ] liquidation preference per Unit, which is equivalent to $[ ] per Unit of Series L Preferred Unit per year, which cumulative cash distributions shall begin to accrue on the date the applicable units of Series L Preferred Units are issued. Distributions on the Series L Preferred Units shall only be paid when, as and if declared by the General Partner, out however, distributions shall accumulate whether or not so declared, provided, however, that the first payment date (when as and if declared by the General Partner) with respect to distributions on the Series L Preferred Units shall not be before January 15, 2019. Notwithstanding the foregoing, no dividends or other distributions shall be declared or paid or set apart for payment, and no other transfer or distribution of cash, assets or other property may be declared or made, directly or indirectly, on or with respect to, any Series L Preferred Units for any period, nor shall any Series L Preferred Units be redeemed, purchased or otherwise acquired for any consideration (payable in cash, assets, property or Units of the Partnership legally or otherwise), nor shall any funds be paid or made available for a sinking fund for the payment redemption of distributionssuch units, quarterly cumulative cash distributions in an amount per Series B Preferred Unit equal to and no other transfer or distribution of cash, assets or other property may be made, directly or indirectly, on or with respect thereto by the greater of Partnership, unless (i) $1.0625 and (iiA) the amount of the regular quarterly cash distribution for such Distribution Period upon the number of Common Units (or portion thereof) into which such Series B Preferred Unit is then convertible in accordance with Section 7 of this Schedule A (butPartnership has paid, with respect to any Distribution Period ending after the Fifteenth Anniversary Dateeach outstanding Series K Preferred Unit, no amount shall be aggregate distributions equal to all distributions paid in respect of clause (ii) a BPY Unit in the then current Distribution Period and for any prior distribution periods beginning on the date of this paragraph in respect of the portion issuance of such Distribution Period occurring after the Fifteenth Anniversary Date). Notwithstanding anything to the contrary contained hereinSeries L Preferred Units, the amount of distributions described under each of clause (i) or, if such aggregate distribution has not been paid, such aggregate distribution has been declared and set apart for payment, and (iiB) the Dividend Coverage Ratio is equal to or greater than 1.25:1. (b) The Partnership shall pay distributions to holders of this paragraph for record at the initial Distribution Period, or any other period shorter than a full Distribution Period, shall be prorated and computed close of business on the basis of twelve 30-day months and a 360-day year. The distributions upon the Series B Preferred Units for each Distribution Period shall, if and to the extent declared or authorized by the General Partner on behalf of the Partnership, be paid in arrears (without interest or other amount) on the Distribution Payment Date with respect thereto, and, if not paid on such applicable distribution record date, shall accumulate, whether or not there are funds legally available for the payment thereof and whether or not such distributions are declared or authorized. The record date for distributions upon the Series B L Preferred Units for during any Distribution Period shall be the same as the record date for the distributions upon the Common Units for such Distribution Period (or, if no such record is set for the Common Units, the fifteenth day of the calendar month immediately preceding the calendar month in which the related Distribution Payment Date falls, or such other date that the General Partner shall designate for the payment of distributions provided that such record date shall not be more than 30 nor less than 10 days prior to the applicable Distribution Payment Date falls). Accumulated and unpaid distributions for any past Distribution Periods to be declared and paid at any time, without reference to any Distribution Payment Date, to holders of record on such date, not exceeding 45 days preceding the payment date thereof, as may be fixed by the General Partner. Any distribution payment made upon the Series B Preferred Units shall first be credited against the earliest accumulated but unpaid distributions due with respect to such Units which remains payable. No interest, or sum of money in lieu of interest, shall be owing or payable in respect of any distribution payment or payments on the Series B Preferred Units, whether or not in arrears, including, without limitation, any distribution payment that is deferred pursuant to Section 5(g) of this Schedule A.. (bc) No distribution on the Series B L Preferred Units shall be declared by the General Partner or paid or set apart for payment by the Partnership at such time as and to the extent that the terms and provisions of any bona fide agreement of the PartnershipPartnership then in effect, including any agreement relating to its indebtednessbona fide indebtedness of the Partnership, prohibits such declaration, payment or setting apart for payment of any distribution on the Series L Preferred Units or provides that such declaration, payment or setting apart for payment would constitute a breach thereof, or a default thereunder, or if such declaration declaration, payment or setting apart of payment shall be restricted or prohibited by law. Notwithstanding the foregoing, law (and such failure to pay distributions on the Series B L Preferred Units shall accumulate whether or not any of prohibit other distributions by the foregoing restrictions existPartnership as described in this Schedule K). (cd) Except as provided in Section 5(d5(e) of this Schedule AK, so long as any Series B L Preferred Units are outstanding, (i) no cash or non-cash distributions (other than in Common Units or other Units ranking junior to the Series B L Preferred Units as to payment of distributions and amounts rights upon liquidation, dissolution or winding-up of the Partnership) shall be declared or paid or set apart for payment upon the Common Units or any other class or series of partnership interests in the Partnership or Units ranking, as to payment of distributions or amounts distributable upon liquidation, dissolution or winding-up of the Partnership, on a parity with or junior to the Series B L Preferred Units, for any period and (ii) no Common Units or other Units ranking junior to or on a parity with the Series B L Preferred Units as to payment of distributions or amounts as to rights upon liquidation, dissolution or winding-up of the Partnership, Partnership shall be redeemed, purchased or otherwise acquired for any consideration (or any monies be paid to or made available for a sinking fund for the redemption of any such Units) by the Partnership (except by conversion into or exchange for other Units ranking junior to the Series B L Preferred Units as to payment of distributions and amounts upon liquidation, dissolution or winding-up of the Partnership or by redemptions pursuant to Rights Agreements) unless, in the case of either clause (i) or (ii), full cumulative distributions have been or contemporaneously are (A) declared and paid or (B) declared and a sum sufficient for the payment thereof has been set apart for such payment on the Series B L Preferred Units for all Distribution Periods distribution periods ending on or prior to the distribution payment date Distribution Payment Date for the Common Units or such other class or series of Unit Partnership Interests in the Partnership or Units or the date of such redemption, purchase or other acquisition. (de) When distributions are not paid in full (or a sum sufficient for such full payment is not set apart for such payment) upon the Series B L Preferred Units and any other partnership interests in the Partnership or Units ranking on a parity as to payment of distributions with the Series B L Preferred Units, all distributions declared payable upon the Series B L Preferred Units and any other partnership interests in the Partnership or Units ranking on a parity as to payment of distributions with the Series B L Preferred Units shall be declared or paid pro rata so that the ratio of the amount of distributions declared per Unit of payable on each Series B L Preferred Units and bearing to that on each such other partnership interests interest in the Partnership or Units shall in all cases bear to each other be the same as the ratio of accrued and unpaid distributions on each Series L Preferred Unit bearing to that accrued distributions per Unit on the Series B Preferred Units and each such other partnership interests interest in the Partnership or Units (which shall not include any accumulation in respect of unpaid distributions for prior distribution periods if such Units do not have cumulative distributions) bear to each other). (ef) No interest shall be payable in respect of any distribution payment on the Series L Preferred Unit that may be in arrears. Holders of the Series B L Preferred Units shall not be entitled to any distributionsdistribution, whether payable in cash, property assets, property, or Unitsstock, in excess of the full cumulative distributions described in Section 5(a) aboveon the Series L Preferred Unit to which they are entitled. Any distribution payment made on Series L Preferred Units shall first be credited against the earliest accumulated but unpaid distribution due with respect to such Units that remains payable. (fg) If, for any taxable year, the Partnership elects to designate as “capital gain dividends” (as defined in Section 857 of the Internal Revenue Code of 1986, as amended, or any successor revenue code or section) any portion of the total distributions (as determined for Federal income tax purposes) paid or made available for the year to holders of all partnership interests of the Partnership (the “Capital Gains Amount”), then the Capital Gains Amount that shall be allocable to holders of the Series L Preferred Unit shall be proportionate to the total distributions paid or made available to the holders of the Series L Preferred Unit for the year. (h) Distributions with respect to the Series B L Preferred Units are intended to qualify as permitted distributions of cash that are not treated as a disguised sale within the meaning of Treasury Regulation §1.707-4 and the provisions of this Schedule A K shall be construed and applied consistently with such Treasury Regulations. (g) Notwithstanding anything to the contrary contained herein (but subject to the last sentence of Section 5(a) hereof), if the distributions with respect to the Series B Preferred Units made on or prior to the second anniversary of the issuance of the Series B Preferred Units would result in any holder of Series B Preferred Units receiving, an annual return on such holder’s “unreturned capital” (as defined for purposes of Treasury Regulation Section 1.707-4(a)) for a fiscal year (treating the fiscal year in which such second anniversary occurs as ending on such date) in excess of the Safe Harbor Rate (as defined below), then the distributions to such holder in excess of such Safe Harbor Rate will be deferred, will cumulate and will be paid, if and to the extent declared or authorized by the General Partner on behalf of the Partnership and subject, to the provisions of Section 5(b) hereof, on the earlier to occur of (i) the disposition of the Series B Preferred Units to which such deferred distributions relate in a transaction in which the disposing holder recognizes taxable gain thereon or (ii) the first distribution payment date with respect to the Series B Preferred Units following the second anniversary of the issuance of the Series B Preferred Units. For purposes of the foregoing, the “Safe Harbor Rate” shall equal 150% of the highest applicable federal rate, based on annual compounding, in effect for purposes of Section 1274(d) of the Code at any time between the date of the issuance of the Series B Preferred Units and the date on which the relevant distribution payment is made. Notwithstanding anything to the contrary contained herein, any distributions that are deferred under this Section 5(g) shall be deemed to have been paid in full for purposes of Sections 5(c) and (d) of this Schedule A until the end of the Distribution Period during which they are to be paid as provided above. (h) For any quarterly period, any amounts paid with respect to the Series B Preferred Units in excess of the amount that would have been paid with respect to such Units for such period had they been converted into Common Units in accordance with the terms of Section 7 of this Schedule A are intended to constitute guaranteed payments within the meaning of Section 707(c) of the Code and shall not be treated as distributions for purposes of allocating Net Income and Net Loss or otherwise maintaining Capital Accounts.

Distributions. (a) With respect to each Distribution Period and subject to the rights of the holders of Preferred Units ranking senior to or on parity with the Series B D Preferred Units, the holders of Series B D Preferred Units shall be entitled to receive, when, as and if declared by the General Partner, out of assets of the Partnership legally available for the payment of distributions, quarterly cumulative cash distributions in an amount per Series B D Preferred Unit equal to the greater of (i) $1.0625 0.8125 (the “Base Quarterly Distribution”) and (ii) the amount of the regular quarterly cash distribution for such Distribution Period upon the number of Common Units (or portion thereof) into which such Series B D Preferred Unit is then convertible in accordance with Section 7 of this Schedule A (but, with respect to any Distribution Period ending after the Fifteenth Anniversary Date, no amount shall be paid in respect of clause (ii) of this paragraph in respect of the portion of such Distribution Period occurring after the Fifteenth Anniversary Date). B. Notwithstanding anything to the contrary contained herein, the amount of distributions described under each of clause (i) and (ii) of this paragraph for the initial Distribution Period, or any other period Period shorter than a full Distribution Period, shall be prorated and computed on the basis of twelve 30-day months and a 360-day year. Such distributions shall with respect to each Series D Preferred Unit, accrue from its issue date, whether or not in, or with respect to, any Distribution Period or Periods (A) the distributions described above are declared, (B) the Partnership is contractually prohibited from paying such distributions or (C) there shall be assets of the Partners legally available for the payment of such distributions. The distributions upon the Series B D Preferred Units for each Distribution Period shall, if and to the extent declared or authorized by the General Partner on behalf of the Partnership, be paid in arrears (without interest or other amount) on the Distribution Payment Date with respect thereto, and, if not paid on such date, shall accumulate, whether or not in, or with respect to, any Distribution Period or Periods (X) the distributions are declared, (Y) the Partnership is contractually prohibited from paying such distributions or (Z) there are funds shall be assets of the Partnership legally available for the payment thereof and whether or not of such distributions are declared or authorizeddistributions. The record date for distributions upon the Series B D Preferred Units for any Distribution Period shall be the same as the record date date, for the distributions upon the Common Units for such Distribution Period (or, if no such record date is set for the Common Units, the fifteenth day of the calendar month in which the applicable Distribution Payment Date fallsfalls if prior to such Distribution Payment Date otherwise, the fifteenth day of the immediately preceding calendar month). Accumulated and unpaid distributions for any past Distribution Periods to may be declared and paid at any time, without reference to any Distribution Payment Date, to holders of record on such date, not exceeding 45 days preceding the payment date thereof, as may be fixed by the General Partner. Any distribution payment made upon the Series B D Preferred Units shall first be credited against the earliest accumulated accrued but unpaid distributions due with respect to such Units which remains payable. No interest, or sum of money in lieu of interest, shall be owing or payable in respect of any distribution payment or payments on the Series B D Preferred Units, whether or not in arrears, including, without limitation, any distribution payment that is deferred pursuant to Section 5(g) of this Schedule A.. (b) No distribution on the Series B D Preferred Units shall be declared by the General Partner or paid or set apart for payment by the Partnership at such time as the terms and provisions of any bona fide agreement of the Partnership, including any agreement relating to its bona fide indebtedness, prohibits such declaration, payment or setting apart for payment or provides that such declaration, payment or setting apart for payment would constitute a breach thereof, or of a default thereunder, or if such declaration or payment shall be restricted or prohibited by lawlaw (and such failure to pay distributions on the Series D Preferred Units shall prohibit other distributions by the Partnership as described in Sections 5(c) or (d) of this Schedule B). Notwithstanding the foregoing, distributions on the Series B D Preferred Units shall accumulate as provided herein whether or not any of the foregoing restrictions exist. (c) Except as provided in Section 5(d) of this Schedule AB, so long as any Series B D Preferred Units are outstanding, (i) no distributions (other than in Common Units or other Units ranking junior to the Series B D Preferred Units as to payment of distributions and amounts upon liquidation, dissolution or winding-up of the Partnership) shall shaft be declared or paid or set apart for payment upon the Common Units or any other class or series of partnership interests in the Partnership or Units ranking, as to payment of distributions or amounts distributable upon liquidation, dissolution or winding-up of the Partnership, on a parity with or junior to the Series B D Preferred Units, for any period and (ii) no Common Units or other Units ranking junior to to, or on a parity with the Series B D Preferred Units as to payment of distributions or amounts upon liquidation, dissolution or winding-up of the Partnership, Partnership shall be redeemed, purchased or otherwise acquired for any consideration (or any monies be paid to or made available for a sinking fund for the redemption of any such Units) by the Partnership (except by conversion into or exchange for other Units ranking junior to the Series B D Preferred Units as to payment of distributions and amounts upon liquidation, dissolution or winding-up of the Partnership or by redemptions pursuant to Rights Agreements) unless, in the case of either clause (i) or (ii), full cumulative distributions have been or contemporaneously are declared and paid or declared and a sum sufficient for the payment thereof set apart for such payment on the Series B D Preferred Units for all Distribution Periods ending on or prior to the distribution payment date for the Common Units or such other class or series of Unit or the date of such redemption, purchase or other acquisition. (d) When distributions are not paid in full (or a sum sufficient for such full payment is not set apart for such payment) upon the Series B D Preferred Units and any other partnership interests in the Partnership or Units ranking on a parity as to payment of distributions with the Series B D Preferred Units, all distributions declared upon the Series B D Preferred Units and any other partnership interests in the Partnership or Units ranking on a parity as to payment of distributions with the Series B D Preferred Units shall be declared pro rata so that the amount of distributions declared per Unit of Series B D Preferred Units and such other partnership interests in the Partnership or Units shall in all cases bear to each other the same ratio that accrued and unpaid distributions per Unit on the Series B D Preferred Units and such other partnership interests in the Partnership or Units (which shall not include any accumulation in respect of unpaid distributions for prior distribution periods if such Units do not have cumulative distributions) bear to each other. (e) Holders of Series B D Preferred Units shall not be entitled to any distributions, whether payable in cash, property or Units, in excess of the cumulative distributions described in Section 5(a) above. (f) Distributions with respect to the Series B Preferred Units are intended to qualify as permitted distributions of cash that are not treated as a disguised sale within the meaning of Treasury Regulation §1.707-4 and the provisions of this Schedule A shall be construed and applied consistently with such Treasury Regulations. (g) Notwithstanding anything to the contrary contained herein (but subject to the last sentence of Section 5(a) hereof), if the distributions with respect to the Series B Preferred Units made on or prior to the second anniversary of the issuance of the Series B Preferred Units would result in any holder of Series B Preferred Units receiving, an annual return on such holder’s “unreturned capital” (as defined for purposes of Treasury Regulation Section 1.707-4(a)) for a fiscal year (treating the fiscal year in which such second anniversary occurs as ending on such date) in excess of the Safe Harbor Rate (as defined below), then the distributions to such holder in excess of such Safe Harbor Rate will be deferred, will cumulate and will be paid, if and to the extent declared or authorized by the General Partner on behalf of the Partnership and subject, to the provisions of Section 5(b) hereof, on the earlier to occur of (i) the disposition of the Series B Preferred Units to which such deferred distributions relate in a transaction in which the disposing holder recognizes taxable gain thereon or (ii) the first distribution payment date with respect to the Series B Preferred Units following the second anniversary of the issuance of the Series B Preferred Units. For purposes of the foregoing, the “Safe Harbor Rate” shall equal 150% of the highest applicable federal rate, based on annual compounding, in effect for purposes of Section 1274(d) of the Code at any time between the date of the issuance of the Series B Preferred Units and the date on which the relevant distribution payment is made. Notwithstanding anything to the contrary contained herein, any distributions that are deferred under this Section 5(g) shall be deemed to have been paid in full for purposes of Sections 5(c) and (d) of this Schedule A until the end of the Distribution Period during which they are to be paid as provided above. (h) For any quarterly period, any amounts paid with respect to the Series B D Preferred Units in excess of the amount that would have been paid with respect to such Units for such period had they been converted into Common Units in accordance with the terms of Section 7 of this Schedule A B are intended to constitute guaranteed payments within the meaning of Section 707(c) of the Code and shall not be treated as distributions for purposes of allocating Net Income and Net Loss or otherwise maintaining Capital Accounts.

Distributions. (a) With No later than December 15 prior to the beginning of each Company Fiscal Year, the Chief Executive Officer shall present to the Board of Directors for approval an annual distribution policy (an “Annual Distribution Policy”) for such upcoming Fiscal Year; provided, that such annual distribution policy shall provide for the distribution of no less than the Required Distribution Amount. In determining and approving the Annual Distribution Policy, the Chief Executive Officer and the Board of Directors shall consider the Estimated Minimum Distribution Amount for the upcoming Fiscal Year and the Minimum Distribution Amount, if any, remaining to be distributed with respect to the then-current Fiscal Year. Between October and mid-December of each Distribution Period and subject to the rights Fiscal Year beginning in 2022, as part of the holders Annual Budget approval process, the Company will provide the Board of Preferred Units ranking senior to or on parity Directors with a draft Annual Distribution Policy for the next Fiscal Year (with the Series B Preferred Unitsinitial draft of such policy to be provided by October 31 of the then-current Fiscal Year). In the event that an Annual Distribution Policy for any such upcoming Company Fiscal Year (i.e., 2023 and thereafter) is not unanimously approved by the Board of Directors, the holders of Series B Preferred Units Annual Distribution Policy for such Company Fiscal Year shall be entitled to receive, when, as and if declared by the General Partner, out of assets of the Partnership legally available provide for the payment of distributions, quarterly cumulative cash mandatory minimum distributions in an amount per Series B Preferred Unit equal to the greater of (ix) $1.0625 the Minimum Distribution Amount and (iiy) 65% of the budgeted aggregate “funds from operations” for the Company and its Subsidiaries set forth in the applicable Annual Budget for such Company Fiscal Year, subject to quarterly adjustment to give effect to any change to the “outlook” for the Company Fiscal Year (i.e., good faith projections of actual performance against the Annual Budget) for actual “funds from operations”, and also taking into account actual performance to date in such Company Fiscal Year. Notwithstanding the foregoing or anything else in this Agreement to the contrary, the Annual Distribution Policy for each of the 2020, 2021 and 2022 Company Fiscal Years shall be to distribute to Members in respect of their Common Units at least the Initial Mandatory Minimum per Common Unit per Company Fiscal Year (subject to pro rata adjustment for partial years) in accordance with Section 5.2(b), and in no event less than the Minimum Distribution Amount for any such Company Fiscal Year. Notwithstanding the foregoing or anything else in this Agreement to the contrary, all distributions in excess of the Minimum Distribution Amount shall be limited by the Company to the extent reasonably necessary to retain cash to address exigent circumstances, where the failure to retain such cash, after taking into account the availability of funds from borrowing that would be available at such time on commercially reasonable terms (and in any event not at a rate higher than the lower of (x) four hundred basis points above the 10-year U.S. Treasury ▇▇▇▇ rate at the time of such borrowing and (y) 8.00%), would be reasonably likely to have a material adverse impact on the Company and its Subsidiaries, taken as a whole (“Distribution Limitation Event”). If the Silver Member believes in good faith that a Distribution Limitation Event has occurred but the Company has not limited distributions accordingly, the Silver Member shall be permitted to submit such disagreement to a Qualified Expert for resolution in accordance with the procedures set forth in Section 6.22(b), applied mutatis mutandis; provided that distributions for any Company Fiscal Year shall be suspended during the pendency of any dispute that is subject to resolution pursuant to Section 6.22(b) but only with respect to any disputed amount (i.e., undisputed amounts shall not be suspended) and in any case there shall be no delay in distributions with respect to any Estimated Minimum Distribution Amount or Minimum Distribution Amount. Subject to the foregoing, in the event that the Estimated Minimum Distribution Amount is determined to be higher or lower than such amount as determined when the Annual Distribution Policy was set (whether pursuant to changed results, asset sales or otherwise), the Annual Distribution Policy shall be appropriately adjusted to reflect such change. (b) Subject to Section 5.2(a), except with respect to the liquidation of the Company or on liquidation of substantially all of the assets of the Company, which shall be governed by Section 10.5 and subject to the priority set forth in any Preferred Unit Designation, for the term of the Company, a cash distribution shall be made to the Members in respect of their Common Units, in accordance with their respective Percentage Interests, not later than the fifteenth (15) Day of each month (the “Distribution Date”) of each Company Fiscal Year, in an amount equal to one-twelfth (1/12) of the Required Distribution Amount for such Company Fiscal Year. (c) In the event that the Board of Directors or the Chief Executive Officer determines that the amount of cash actually distributed to Members with respect to a Company Fiscal Year pursuant to Section 5.2(b) was less than the Minimum Distribution Amount for such Company Fiscal Year, then a cash distribution shall be made to the Members, in accordance with their respective Percentage Interests, as soon as practical, but not later than ninety (90) Days following the end of such Company Fiscal Year, in an amount equal to the excess of (1) the Minimum Distribution Amount for such Company Fiscal Year over (2) the amount of cash actually distributed to Members with respect to such Company Fiscal Year pursuant to Section 5.2(b). (d) All distributions pursuant to this Section 5.2 and Section 10.5 shall be made in accordance with the regular quarterly cash terms and provisions of this Agreement to the Members (or former Members as provided in the second following sentence) who are such on the applicable Distribution Date. In no event may a Member receive a distribution for with respect to a Common Unit that such Member has Exchanged (i.e., the closing of the Exchange with respect to such Unit has occurred) prior to the relevant Distribution Period upon Date, other than as set forth in the next sentence. Notwithstanding anything in this Agreement to the contrary, on the Distribution Date immediately following the closing of any Exchange, the relevant Exchanging Members (whether or not still a Member) shall be entitled to receive a prorated distribution with respect to each Common Unit previously Exchanged in such Exchange based on the number of Common Units days that have elapsed from the preceding Distribution Date until, and including, the Exchange Date, and the amount to be distributed to Silver OP (or portion thereofSilver Parent or another Subsidiary of Silver Parent) into which with respect to a Common Unit that has been issued pursuant to Section 8.4 in respect of such Series B Preferred Exchanged Common Unit is then convertible at the next regularly scheduled Distribution Date shall be correspondingly reduced. Distributions to the Members under this Agreement shall be subject to any restriction imposed by applicable law, and the Company shall refrain from making any distribution hereunder without liability to the extent such distribution would be in accordance with Section 7 violation of any applicable law. (e) Notwithstanding anything to the contrary contained in this Schedule A (butAgreement, the Company shall not make or pay any distributions with respect to any Distribution Period ending after class or series of Preferred Units, except for distributions in accordance with the Fifteenth Anniversary Date, no amount shall be paid in respect applicable Preferred Unit Designation relating to such class or series of clause (ii) of this paragraph in respect of the portion of such Distribution Period occurring after the Fifteenth Anniversary Date)Preferred Units. Notwithstanding anything to the contrary contained hereinin this Agreement, (i) any Member that receives a distribution in violation of any Preferred Unit Designation (including any preference on distributions contained in any Preferred Unit Designation) shall be obligated to return such distribution to the amount Company upon delivery of distributions described under each notice to such Member of such violation and (ii) any amounts that a Member does not return as and when required by the foregoing clause (i) and (ii) of this paragraph for the initial Distribution Period, or any other period shorter than a full Distribution Period, shall be prorated and computed on the basis of twelve 30-day months and a 360-day year. The distributions upon the Series B Preferred Units for each Distribution Period shall, if and to the extent declared or authorized by the General Partner on behalf of the Partnership, be paid in arrears (without interest or other amount) on the Distribution Payment Date with respect thereto, and, if not paid on such date, shall accumulate, whether or not there are funds legally available for the payment thereof and whether or not such distributions are declared or authorized. The record date for distributions upon the Series B Preferred Units for any Distribution Period shall be the same as the record date for the distributions upon the Common Units for such Distribution Period (or, if no such record is set for the Common Units, the fifteenth day of the calendar month in which the applicable Distribution Payment Date falls). Accumulated and unpaid distributions for any past Distribution Periods to be declared and paid at any time, without reference to any Distribution Payment Date, to holders of record on such date, not exceeding 45 days preceding the payment date thereof, as may be fixed by the General Partner. Any distribution payment made upon the Series B Preferred Units shall first be credited against the earliest accumulated but unpaid distributions due with respect to such Units which remains payable. No interest, or sum of money in lieu of interest, shall be owing or payable in respect of any distribution payment or payments on the Series B Preferred Units, whether or not in arrears, including, without limitation, any distribution payment that is deferred pursuant to Section 5(g) of this Schedule A. (b) No distribution on the Series B Preferred Units shall be declared by the General Partner or paid or set apart for payment by the Partnership at such time as the terms and provisions of any agreement of the Partnership, including any agreement relating to its indebtedness, prohibits such declaration, payment or setting apart for payment or provides that such declaration, payment or setting apart for payment would constitute a breach thereof, or a default thereunder, or if such declaration or payment shall be restricted or prohibited by law. Notwithstanding the foregoing, distributions on the Series B Preferred Units shall accumulate whether or not any of the foregoing restrictions exist. (c) Except as provided in Section 5(d) of this Schedule A, so long as any Series B Preferred Units are outstanding, (i) no distributions (other than in Common Units or other Units ranking junior to the Series B Preferred Units as to payment of distributions and amounts upon liquidation, dissolution or winding-up of the Partnership) shall be declared or paid or set apart for payment upon the Common Units or any other class or series of partnership interests in the Partnership or Units ranking, as to payment of distributions or amounts distributable upon liquidation, dissolution or winding-up of the Partnershipreduce, on a parity with or junior to the Series B Preferred Unitsdollar-for-dollar basis and without duplication, for any period and (ii) no Common Units or other Units ranking junior to or on a parity with the Series B Preferred Units as to payment of distributions or amounts upon liquidation, dissolution or winding-up of the Partnership, shall be redeemed, purchased or otherwise acquired for any consideration (or any monies be paid to or made available for a sinking fund for the redemption of any such Units) by the Partnership (except by conversion into or exchange for other Units ranking junior to the Series B Preferred Units as to payment of distributions and amounts upon liquidation, dissolution or winding-up of the Partnership or by redemptions pursuant to Rights Agreements) unless, in the case of either clause (i) or (ii), full cumulative distributions have been or contemporaneously are declared and paid or declared and a sum sufficient for the payment thereof set apart for such payment on the Series B Preferred Units for all Distribution Periods ending on or prior to the distribution payment date for the Common Units or such other class or series of Unit or the date of such redemption, purchase or other acquisition. (d) When distributions are not paid in full (or a sum sufficient for such full payment is not set apart for such payment) upon the Series B Preferred Units and any other partnership interests in the Partnership or Units ranking on a parity as to payment of distributions with the Series B Preferred Units, all distributions declared upon the Series B Preferred Units and any other partnership interests in the Partnership or Units ranking on a parity as to payment of distributions with the Series B Preferred Units shall be declared pro rata so that the amount of distributions declared per Unit of Series B Preferred Units and such other partnership interests in the Partnership or Units shall in all cases bear to each other the same ratio that accrued distributions per Unit on the Series B Preferred Units and such other partnership interests in the Partnership or Units (which shall not include any accumulation in respect of unpaid distributions for prior distribution periods if such Units do not have cumulative distributions) bear to each other. (e) Holders of Series B Preferred Units shall not be entitled to any distributions, whether payable in cash, property or Units, in excess of the cumulative distributions described in Section 5(a) above. (f) Distributions with respect to the Series B Preferred Units are intended to qualify as permitted distributions of cash that are not treated as a disguised sale within the meaning of Treasury Regulation §1.707-4 and the provisions of this Schedule A shall be construed and applied consistently with such Treasury Regulations. (g) Notwithstanding anything to the contrary contained herein (but subject to the last sentence of Section 5(a) hereof), if the distributions with respect to the Series B Preferred Units made on or prior to the second anniversary of the issuance of the Series B Preferred Units would result in any holder of Series B Preferred Units receiving, an annual return on such holder’s “unreturned capital” (as defined for purposes of Treasury Regulation Section 1.707-4(a)) for a fiscal year (treating the fiscal year in which such second anniversary occurs as ending on such date) in excess of the Safe Harbor Rate (as defined below), then the future distributions to such holder in excess of such Safe Harbor Rate will be deferred, will cumulate Member under this Section 5.2 and will be paid, if and to the extent declared or authorized by the General Partner on behalf of the Partnership and subject, to the provisions of Section 5(b) hereof, on the earlier to occur of (i) the disposition of the Series B Preferred Units any amounts to which such deferred distributions relate Member would otherwise be entitled in a transaction in which the disposing holder recognizes taxable gain thereon or (ii) the first distribution payment date connection with respect to the Series B Preferred Units following the second anniversary of the issuance of the Series B Preferred Units. For purposes of the foregoing, the “Safe Harbor Rate” shall equal 150% of the highest applicable federal rate, based on annual compounding, in effect for purposes of Section 1274(d) of the Code at any time between the date of the issuance of the Series B Preferred Units and the date on which the relevant distribution payment is made. Notwithstanding anything to the contrary contained herein, any distributions that are deferred under this Section 5(g) shall be deemed to have been paid in full for purposes of Sections 5(c) and (d) of this Schedule A until the end of the Distribution Period during which they are to be paid as provided aboveExchange. (h) For any quarterly period, any amounts paid with respect to the Series B Preferred Units in excess of the amount that would have been paid with respect to such Units for such period had they been converted into Common Units in accordance with the terms of Section 7 of this Schedule A are intended to constitute guaranteed payments within the meaning of Section 707(c) of the Code and shall not be treated as distributions for purposes of allocating Net Income and Net Loss or otherwise maintaining Capital Accounts.

Distributions. (a) With respect Pursuant to each Distribution Period Section 5.2(a)(i) of the Agreement, and subject to the preferential rights of the holders of Preferred Units ranking senior to any class or on parity with the Series B series of Senior Preferred Units, the holders each holder of Series B A Preferred Units shall be entitled to receive, when, as and if authorized by the General Partner and declared by the General PartnerPartnership, out of assets funds of the Partnership legally available for the payment of distributions, quarterly cumulative cash distributions in an amount per Series B Preferred Unit equal to the greater of (i) $1.0625 and (ii) the amount of the regular quarterly cash distribution for such Distribution Period upon the number of Common Units (or portion thereof) into which such Series B Preferred Unit is then convertible in accordance with Section 7 of this Schedule A (but, with respect to any each Series A Preferred Unit, an amount equal to such Series A Preferred Unit’s Series A Preferred Distribution Period ending after Shortfall as of the Fifteenth Anniversary Date, no amount applicable Partnership Record Date for the respective Series A Preferred Distribution Period. (b) No distributions on the Series A Preferred Units shall be paid in respect of clause (ii) of this paragraph in respect of the portion of such Distribution Period occurring after the Fifteenth Anniversary Date). Notwithstanding anything to the contrary contained herein, the amount of distributions described under each of clause (i) and (ii) of this paragraph for the initial Distribution Period, or any other period shorter than a full Distribution Period, shall be prorated and computed on the basis of twelve 30-day months and a 360-day year. The distributions upon the Series B Preferred Units for each Distribution Period shall, if and to the extent declared or authorized by the General Partner on behalf of the Partnershipor declared, be paid in arrears (without interest or other amount) on the Distribution Payment Date with respect thereto, and, if not paid on such date, shall accumulate, whether or not there are funds legally available for the payment thereof and whether or not such distributions are declared or authorized. The record date for distributions upon the Series B Preferred Units for any Distribution Period shall be the same as the record date for the distributions upon the Common Units for such Distribution Period (or, if no such record is set for the Common Units, the fifteenth day of the calendar month in which the applicable Distribution Payment Date falls). Accumulated and unpaid distributions for any past Distribution Periods to be declared and paid at any time, without reference to any Distribution Payment Date, to holders of record on such date, not exceeding 45 days preceding the payment date thereof, as may be fixed by the General Partner. Any distribution payment made upon the Series B Preferred Units shall first be credited against the earliest accumulated but unpaid distributions due with respect to such Units which remains payable. No interest, or sum of money in lieu of interest, shall be owing or payable in respect of any distribution payment or payments on the Series B Preferred Units, whether or not in arrears, including, without limitation, any distribution payment that is deferred pursuant to Section 5(g) of this Schedule A. (b) No distribution on the Series B Preferred Units shall be declared by the General Partner or paid or set apart for payment by the Partnership at such time as the terms and provisions of any agreement of the General Partner or the Partnership, including any agreement relating to its indebtednessthe indebtedness of either of them, prohibits such authorization, declaration, payment or setting apart for payment or provides that such declaration, payment or setting apart for payment would constitute a breach thereof, thereof or a default thereunder, or if such declaration or payment shall be restricted or prohibited by law. Notwithstanding the foregoing, distributions on the Series B Preferred Units shall accumulate whether or not any of the foregoing restrictions exist. (c) Notwithstanding anything to the contrary contained herein, the Series A Preferred Priority Return will accrue and, to the extent not paid in cash, compound quarterly on each Series A Preferred Distribution Date, whether or not the restrictions referred to in Section 4(b) exist, whether or not the Partnership has earnings, whether or not there are funds legally available for the payment of distributions, and whether or not such distributions are authorized or declared. No interest, or sum of money in lieu of interest, will be payable in respect of any distribution on the Series A Preferred Units which may be in arrears. When distributions are not paid in full upon the Series A Preferred Units and any Parity Preferred Units (or a sum sufficient for such full payment is not so set apart), all distributions declared upon the Series A Preferred Units and any Parity Preferred Units shall be declared pro rata so that the amount of distributions declared per Series A Preferred Unit and such Parity Preferred Units shall in all cases bear to each other the same ratio that accumulated distributions per Series A Preferred Unit and such Parity Preferred Units (which shall not include any accrual in respect of unpaid distributions for prior distributions periods if such Parity Preferred Units do not have a cumulative distribution) bear to each other. (d) Except as provided in Section 5(d) of this Schedule Athe immediately preceding paragraph, so long as any unless the Series B A Preferred Units are outstanding, Distribution Shortfall for each Series A Preferred Unit has been or contemporaneously is (i) declared and paid in cash or (ii) declared and a sum sufficient for the payment thereof in cash is set apart for such payment for all past Distribution Periods that have ended, no distributions (other than a distribution in Common Junior Units or other Units ranking junior in options, warrants or rights to the Series B Preferred Units as to payment of distributions and amounts upon liquidation, dissolution subscribe for or winding-up of the Partnershippurchase any such Junior Units) shall be declared or and paid or declared and set apart for payment nor shall any other distribution be declared and made upon the Common Junior Units or any other class or series of partnership interests in the Partnership or Units ranking, as to payment of distributions or amounts distributable upon liquidation, dissolution or winding-up of the Partnership, on a parity with or junior to the Series B Parity Preferred Units, for nor shall any period and (ii) no Common Junior Units or other Units ranking junior to or on a parity with the Series B Parity Preferred Units as to payment of distributions or amounts upon liquidation, dissolution or winding-up of the Partnership, shall be redeemed, purchased or otherwise acquired for any consideration (or any monies be paid to or made available for a sinking fund for the redemption of any such Units) by the Partnership (except (i) by conversion into or exchange for other Junior Units, (ii) the purchase of Junior Units ranking junior or Parity Preferred Units in connection with a redemption of stock pursuant to the Series B Articles of Incorporation to the extent necessary to preserve the General Partner’s qualification as a REIT or (iii) the purchase of Parity Preferred Units as pursuant to payment a purchase or exchange offer made on the same terms to holders of distributions and amounts upon liquidation, dissolution or winding-up all outstanding Series A Preferred Units). Holders of the Partnership or by redemptions pursuant to Rights Agreements) unless, in the case of either clause (i) or (ii), full cumulative distributions have been or contemporaneously are declared and paid or declared and a sum sufficient for the payment thereof set apart for such payment on the Series B Preferred Units for all Distribution Periods ending on or prior to the distribution payment date for the Common Units or such other class or series of Unit or the date of such redemption, purchase or other acquisition. (d) When distributions are not paid in full (or a sum sufficient for such full payment is not set apart for such payment) upon the Series B Preferred Units and any other partnership interests in the Partnership or Units ranking on a parity as to payment of distributions with the Series B Preferred Units, all distributions declared upon the Series B Preferred Units and any other partnership interests in the Partnership or Units ranking on a parity as to payment of distributions with the Series B Preferred Units shall be declared pro rata so that the amount of distributions declared per Unit of Series B Preferred Units and such other partnership interests in the Partnership or Units shall in all cases bear to each other the same ratio that accrued distributions per Unit on the Series B Preferred Units and such other partnership interests in the Partnership or Units (which shall not include any accumulation in respect of unpaid distributions for prior distribution periods if such Units do not have cumulative distributions) bear to each other. (e) Holders of Series B A Preferred Units shall not be entitled to any distributionsdistribution, whether payable in cash, property or Unitsunits, in excess of the cumulative distributions described in Section 5(a) above. (f) Distributions with respect to Series A Preferred Distribution Shortfall for the Series B A Preferred Units are intended to qualify as permitted distributions of cash that are not treated as a disguised sale within the meaning of Treasury Regulation §1.707-4 and the provisions of this Schedule A shall be construed and applied consistently with such Treasury Regulations. (g) Notwithstanding anything to the contrary contained herein (but subject to the last sentence of Section 5(a) hereof), if the distributions with respect to the Series B Preferred Units made on or prior to the second anniversary of the issuance of the Series B Preferred Units would result in any holder of Series B Preferred Units receiving, an annual return on such holder’s “unreturned capital” (as defined for purposes of Treasury Regulation Section 1.707-4(a)) for a fiscal year (treating the fiscal year in which such second anniversary occurs as ending on such date) in excess of the Safe Harbor Rate (as defined below), then the distributions to such holder in excess of such Safe Harbor Rate will be deferred, will cumulate and will be paid, if and to the extent declared or authorized by the General Partner on behalf of the Partnership and subject, to the provisions of Section 5(b) hereof, on the earlier to occur of (i) the disposition of the Series B Preferred Units to which such deferred distributions relate in a transaction in which the disposing holder recognizes taxable gain thereon or (ii) the first distribution payment date with respect to the Series B Preferred Units following the second anniversary of the issuance of the Series B Preferred Units. For purposes of the foregoing, the “Safe Harbor Rate” shall equal 150% of the highest applicable federal rate, based on annual compounding, in effect for purposes of Section 1274(d) of the Code at any time between the date of the issuance of the Series B Preferred Units and the date on which the relevant distribution payment is made. Notwithstanding anything to the contrary contained herein, any distributions that are deferred under this Section 5(g) shall be deemed to have been paid in full for purposes of Sections 5(c) and (d) of this Schedule A until the end of the Distribution Period during which they are to be paid as provided above. (h) For any quarterly period, any amounts paid with respect to the Series B Preferred Units in excess of the amount that would have been paid with respect to such Units for such period had they been converted into Common Units in accordance with the terms of Section 7 of this Schedule A are intended to constitute guaranteed payments within the meaning of Section 707(c) of the Code and shall not be treated as distributions for purposes of allocating Net Income and Net Loss or otherwise maintaining Capital Accounts.

Distributions. (a1) With respect to each Distribution Period and subject to the rights The General Partner, as holder of the holders of Preferred Units ranking senior to or on parity with the then outstanding Series B L Preferred Units, the holders of Series B Preferred Units shall be entitled to receive, when, when and as and if declared by the General Partner out of any funds legally available therefor, cumulative Distributions at the rate of 6.6% of the liquidation preference per unit per year, payable quarterly in equal amounts of $4.125 per unit in cash on the last calendar day of each February, May, August and November or, if not a Business Day (as hereinafter defined), the next succeeding Business Day (each such day being hereinafter called a “Quarterly Distribution Date” and each period ending on a Quarterly Distribution Date being hereinafter called a “Distribution Period”), provided, however, that the first Distribution on the Series L Preferred Units will be paid on February 28, 2005. Distributions shall be payable to the General Partner, out of assets as holder of the Series L Preferred Units, at the close of business on the applicable record date (the “Record Date”), which shall be on such date designated by the Partnership legally available for the payment of distributions, quarterly cumulative cash distributions in an amount per Series B Preferred Unit equal Distributions that is not more than 30 nor less than 10 days prior to the greater of (i) $1.0625 and (ii) the such Quarterly Distribution Date. The amount of the regular quarterly cash distribution any Distribution payable for such any partial Distribution Period upon the number of Common Units (or portion thereof) into which such Series B Preferred Unit is then convertible in accordance with Section 7 of this Schedule A (but, with respect to any Distribution Period ending after the Fifteenth Anniversary Date, no amount shall be paid in respect of clause (ii) of this paragraph in respect of the portion of such Distribution Period occurring after the Fifteenth Anniversary Date). Notwithstanding anything to the contrary contained herein, the amount of distributions described under each of clause (i) and (ii) of this paragraph for the initial Distribution Period, or any other period shorter than a full Distribution Period, shall be prorated and computed on the basis of a 360-day year consisting of twelve 30-day months months. Distributions on each Series L Preferred Unit shall accrue and a 360-day year. The distributions upon be cumulative from and including the Series B Preferred Units for each Distribution Period shall, if and to the extent declared or authorized by the General Partner on behalf date of the Partnership, be paid in arrears (without interest or other amount) on the Distribution Payment Date with respect thereto, and, if not paid on such date, shall accumulate, original issue thereof whether or not (i) there are funds legally available for the payment thereof and whether of such Distributions or not (ii) such distributions Distributions are declared or authorized. The record date for distributions upon the Series B Preferred Units for any Distribution Period shall be the same as the record date for the distributions upon the Common Units for such Distribution Period (or, if no such record is set for the Common Units, the fifteenth day of the calendar month in which the applicable Distribution Payment Date falls). Accumulated and unpaid distributions for any past Distribution Periods to be declared and Distributions paid at any time, without reference to any Distribution Payment Date, to holders of record on such date, not exceeding 45 days preceding the payment date thereof, as may be fixed by the General Partner. Any distribution payment made upon the Series B Preferred Units shall first be credited against the earliest accumulated but unpaid distributions due with respect to such Units which remains payable. No interest, or sum of money in lieu of interest, shall be owing or payable in respect of any distribution payment or payments on the Series B L Preferred Units, whether or not Units in arrears, including, without limitation, any distribution payment that is deferred pursuant to Section 5(g) an amount less than the total amount of this Schedule A. (b) No distribution such Distributions at the time accrued and payable on the such Series B L Preferred Units shall be declared by the General Partner or paid or set apart for payment by the Partnership at allocated pro rata on a per unit basis among all such time as the terms and provisions of any agreement of the Partnership, including any agreement relating to its indebtedness, prohibits such declaration, payment or setting apart for payment or provides that such declaration, payment or setting apart for payment would constitute a breach thereof, or a default thereunder, or if such declaration or payment shall be restricted or prohibited by law. Notwithstanding the foregoing, distributions on the Series B L Preferred Units shall accumulate whether or not any of at the foregoing restrictions exist. (c) time outstanding. Except as provided in Section 5(d) the last sentence of this Schedule Aparagraph, so long as any unless the full cumulative Distributions on the Series B L Preferred Units are outstanding, (i) no distributions (other than in Common Units or other Units ranking junior to the Series B Preferred Units as to payment of distributions and amounts upon liquidation, dissolution or winding-up of the Partnership) shall be declared or paid or set apart for payment upon the Common Units or any other class or series of partnership interests in the Partnership or Units ranking, as to payment of distributions or amounts distributable upon liquidation, dissolution or winding-up of the Partnership, on a parity with or junior to the Series B Preferred Units, for any period and (ii) no Common Units or other Units ranking junior to or on a parity with the Series B Preferred Units as to payment of distributions or amounts upon liquidation, dissolution or winding-up of the Partnership, shall be redeemed, purchased or otherwise acquired for any consideration (or any monies be paid to or made available for a sinking fund for the redemption of any such Units) by the Partnership (except by conversion into or exchange for other Units ranking junior to the Series B Preferred Units as to payment of distributions and amounts upon liquidation, dissolution or winding-up of the Partnership or by redemptions pursuant to Rights Agreements) unless, in the case of either clause (i) or (ii), full cumulative distributions have been or contemporaneously are declared and paid or declared and a sum sufficient for the payment thereof set apart for payment for all past Distribution Periods and the then current Distribution Period, no Distributions (other than Distributions payable solely in Common Units or other Fully Junior Units) shall be declared or paid or set aside for payment or other Distribution made upon the Common Units or any other Units ranking junior to or on a parity with the Series L Preferred Units as to Distributions or upon liquidation, nor shall any Common Units or any other Units ranking junior to or on a parity with the Series L Preferred Units as to Distributions or upon liquidation be redeemed, purchased or otherwise acquired for any consideration (or any moneys be paid to or made available for a sinking fund for the redemption of such payment Units) by the Partnership or any subsidiary of the Partnership (except for conversion into or exchange for such Units of the Partnership ranking junior to the Series L Preferred Units as to Distributions and upon liquidation). If accrued Distributions on the Series B L Preferred Units for all prior Distribution Periods ending have not been paid in full, then any Distribution declared on or prior to the distribution payment date Series L Preferred Units for the Common Units or such other class or any Distribution Period and on any series of Unit or the date of such redemption, purchase or other acquisition. (d) When distributions are not paid in full (or a sum sufficient for such full payment is not set apart for such payment) upon the Series B Preferred Units and any other partnership interests in at the Partnership or Units time outstanding ranking on a parity as to payment of distributions the Distributions with the Series B L Preferred Units, all distributions Units will be declared upon ratably in proportion to accrued and unpaid Distributions on the Series B L Preferred Units and any other partnership interests in such series of Preferred Units at the Partnership or Units time outstanding ranking on a parity as to payment of distributions Distributions with the Series B Preferred Units shall be declared pro rata so that the amount of distributions declared per Unit of Series B Preferred Units and such other partnership interests in the Partnership or Units shall in all cases bear to each other the same ratio that accrued distributions per Unit on the Series B Preferred Units and such other partnership interests in the Partnership or Units (which shall not include any accumulation in respect of unpaid distributions for prior distribution periods if such Units do not have cumulative distributions) bear to each other. (e) Holders of Series B Preferred Units shall not be entitled to any distributions, whether payable in cash, property or Units, in excess of the cumulative distributions described in Section 5(a) above. (f) Distributions with respect to the Series B Preferred Units are intended to qualify as permitted distributions of cash that are not treated as a disguised sale within the meaning of Treasury Regulation §1.707-4 and the provisions of this Schedule A shall be construed and applied consistently with such Treasury Regulations. (g) Notwithstanding anything to the contrary contained herein (but subject to the last sentence of Section 5(a) hereof), if the distributions with respect to the Series B Preferred Units made on or prior to the second anniversary of the issuance of the Series B Preferred Units would result in any holder of Series B Preferred Units receiving, an annual return on such holder’s “unreturned capital” (as defined for purposes of Treasury Regulation Section 1.707-4(a)) for a fiscal year (treating the fiscal year in which such second anniversary occurs as ending on such date) in excess of the Safe Harbor Rate (as defined below), then the distributions to such holder in excess of such Safe Harbor Rate will be deferred, will cumulate and will be paid, if and to the extent declared or authorized by the General Partner on behalf of the Partnership and subject, to the provisions of Section 5(b) hereof, on the earlier to occur of (i) the disposition of the Series B Preferred Units to which such deferred distributions relate in a transaction in which the disposing holder recognizes taxable gain thereon or (ii) the first distribution payment date with respect to the Series B Preferred Units following the second anniversary of the issuance of the Series B L Preferred Units. For purposes of the foregoing, the “Safe Harbor Rate” shall equal 150% of the highest applicable federal rate, based on annual compounding, in effect for purposes of Section 1274(d) of the Code at any time between the date of the issuance of the Series B Preferred Units and the date on which the relevant distribution payment is made. Notwithstanding anything to the contrary contained herein, any distributions that are deferred under this Section 5(g) shall be deemed to have been paid in full for purposes of Sections 5(c) and (d) of this Schedule A until the end of the Distribution Period during which they are to be paid as provided above. (h) For any quarterly period, any amounts paid with respect to the Series B Preferred Units in excess of the amount that would have been paid with respect to such Units for such period had they been converted into Common Units in accordance with the terms of Section 7 of this Schedule A are intended to constitute guaranteed payments within the meaning of Section 707(c) of the Code and shall not be treated as distributions for purposes of allocating Net Income and Net Loss or otherwise maintaining Capital Accounts.

Distributions. (a1) With respect to each Distribution Period and subject to the rights The General Partner, as holder of the holders of Preferred Units ranking senior to or on parity with the then outstanding Series B J Preferred Units, the holders of Series B Preferred Units shall be entitled to receive, when, when and as and if declared by the General Partner out of any funds legally available therefor, cumulative Distributions at the rate of 6.625% of the liquidation preference per unit per year, payable quarterly in equal amounts of $4.140625 per unit in cash on the last calendar day of each February, May, August and November or, if not a Business Day (as hereinafter defined), the next succeeding Business Day (each such day being hereinafter called a “Quarterly Distribution Date” and each period ending on a Quarterly Distribution Date being hereinafter called a “Distribution Period”), provided, however, that the first Distribution on the Series J Preferred Units will be paid on December 1, 2003. Distributions shall be payable to the General Partner, out of assets as holder of the Series J Preferred Units, at the close of business on the applicable record date (the “Record Date”), which shall be on such date designated by the Partnership legally available for the payment of distributions, quarterly cumulative cash distributions in an amount per Series B Preferred Unit equal Distributions that is not more than 30 nor less than 10 days prior to the greater of (i) $1.0625 and (ii) the such Quarterly Distribution Date. The amount of the regular quarterly cash distribution any Distribution payable for such any partial Distribution Period upon the number of Common Units (or portion thereof) into which such Series B Preferred Unit is then convertible in accordance with Section 7 of this Schedule A (but, with respect to any Distribution Period ending after the Fifteenth Anniversary Date, no amount shall be paid in respect of clause (ii) of this paragraph in respect of the portion of such Distribution Period occurring after the Fifteenth Anniversary Date). Notwithstanding anything to the contrary contained herein, the amount of distributions described under each of clause (i) and (ii) of this paragraph for the initial Distribution Period, or any other period shorter than a full Distribution Period, shall be prorated and computed on the basis of a 360- day year consisting of twelve 30-day months months. Distributions on each Series J Preferred Unit shall accrue and a 360-day year. The distributions upon be cumulative from and including the Series B Preferred Units for each Distribution Period shall, if and to the extent declared or authorized by the General Partner on behalf date of the Partnership, be paid in arrears (without interest or other amount) on the Distribution Payment Date with respect thereto, and, if not paid on such date, shall accumulate, original issue thereof whether or not (i) there are funds legally available for the payment thereof and whether of such Distributions or not (ii) such distributions Distributions are declared or authorized. The record date for distributions upon the Series B Preferred Units for any Distribution Period shall be the same as the record date for the distributions upon the Common Units for such Distribution Period (or, if no such record is set for the Common Units, the fifteenth day of the calendar month in which the applicable Distribution Payment Date falls). Accumulated and unpaid distributions for any past Distribution Periods to be declared and Distributions paid at any time, without reference to any Distribution Payment Date, to holders of record on such date, not exceeding 45 days preceding the payment date thereof, as may be fixed by the General Partner. Any distribution payment made upon the Series B Preferred Units shall first be credited against the earliest accumulated but unpaid distributions due with respect to such Units which remains payable. No interest, or sum of money in lieu of interest, shall be owing or payable in respect of any distribution payment or payments on the Series B J Preferred Units, whether or not Units in arrears, including, without limitation, any distribution payment that is deferred pursuant to Section 5(g) an amount less than the total amount of this Schedule A. (b) No distribution such Distributions at the time accrued and payable on the such Series B J Preferred Units shall be declared by the General Partner or paid or set apart for payment by the Partnership at allocated pro rata on a per unit basis among all such time as the terms and provisions of any agreement of the Partnership, including any agreement relating to its indebtedness, prohibits such declaration, payment or setting apart for payment or provides that such declaration, payment or setting apart for payment would constitute a breach thereof, or a default thereunder, or if such declaration or payment shall be restricted or prohibited by law. Notwithstanding the foregoing, distributions on the Series B J Preferred Units shall accumulate whether or not any of at the foregoing restrictions exist. (c) time outstanding. Except as provided in Section 5(d) the last sentence of this Schedule Aparagraph, so long as any unless the full cumulative Distributions on the Series B J Preferred Units are outstanding, (i) no distributions (other than in Common Units or other Units ranking junior to the Series B Preferred Units as to payment of distributions and amounts upon liquidation, dissolution or winding-up of the Partnership) shall be declared or paid or set apart for payment upon the Common Units or any other class or series of partnership interests in the Partnership or Units ranking, as to payment of distributions or amounts distributable upon liquidation, dissolution or winding-up of the Partnership, on a parity with or junior to the Series B Preferred Units, for any period and (ii) no Common Units or other Units ranking junior to or on a parity with the Series B Preferred Units as to payment of distributions or amounts upon liquidation, dissolution or winding-up of the Partnership, shall be redeemed, purchased or otherwise acquired for any consideration (or any monies be paid to or made available for a sinking fund for the redemption of any such Units) by the Partnership (except by conversion into or exchange for other Units ranking junior to the Series B Preferred Units as to payment of distributions and amounts upon liquidation, dissolution or winding-up of the Partnership or by redemptions pursuant to Rights Agreements) unless, in the case of either clause (i) or (ii), full cumulative distributions have been or contemporaneously are declared and paid or declared and a sum sufficient for the payment thereof set apart for payment for all past Distribution Periods and the then current Distribution Period, no Distributions (other than Distributions payable solely in Common Units or other Fully Junior Units) shall be declared or paid or set aside for payment or other Distribution made upon the Common Units or any other Units ranking junior to or on a parity with the Series J Preferred Units as to Distributions or upon liquidation, nor shall any Common Units or any other Units ranking junior to or on a parity with the Series J Preferred Units as to Distributions or upon liquidation be redeemed, purchased or otherwise acquired for any consideration (or any moneys be paid to or made available for a sinking fund for the redemption of such payment Units) by the Partnership or any subsidiary of the Partnership (except for conversion into or exchange for such Units of the Partnership ranking junior to the Series J Preferred Units as to Distributions and upon liquidation). If accrued Distributions on the Series B J Preferred Units for all prior Distribution Periods ending have not been paid in full, then any Distribution declared on or prior to the distribution payment date Series J Preferred Units for the Common Units or such other class or any Distribution Period and on any series of Unit or the date of such redemption, purchase or other acquisition. (d) When distributions are not paid in full (or a sum sufficient for such full payment is not set apart for such payment) upon the Series B Preferred Units and any other partnership interests in at the Partnership or Units time outstanding ranking on a parity as to payment of distributions the Distributions with the Series B J Preferred Units, all distributions Units will be declared upon ratably in proportion to accrued and unpaid Distributions on the Series B J Preferred Units and any other partnership interests in such series of Preferred Units at the Partnership or Units time outstanding ranking on a parity as to payment of distributions Distributions with the Series B Preferred Units shall be declared pro rata so that the amount of distributions declared per Unit of Series B Preferred Units and such other partnership interests in the Partnership or Units shall in all cases bear to each other the same ratio that accrued distributions per Unit on the Series B Preferred Units and such other partnership interests in the Partnership or Units (which shall not include any accumulation in respect of unpaid distributions for prior distribution periods if such Units do not have cumulative distributions) bear to each other. (e) Holders of Series B Preferred Units shall not be entitled to any distributions, whether payable in cash, property or Units, in excess of the cumulative distributions described in Section 5(a) above. (f) Distributions with respect to the Series B Preferred Units are intended to qualify as permitted distributions of cash that are not treated as a disguised sale within the meaning of Treasury Regulation §1.707-4 and the provisions of this Schedule A shall be construed and applied consistently with such Treasury Regulations. (g) Notwithstanding anything to the contrary contained herein (but subject to the last sentence of Section 5(a) hereof), if the distributions with respect to the Series B Preferred Units made on or prior to the second anniversary of the issuance of the Series B Preferred Units would result in any holder of Series B Preferred Units receiving, an annual return on such holder’s “unreturned capital” (as defined for purposes of Treasury Regulation Section 1.707-4(a)) for a fiscal year (treating the fiscal year in which such second anniversary occurs as ending on such date) in excess of the Safe Harbor Rate (as defined below), then the distributions to such holder in excess of such Safe Harbor Rate will be deferred, will cumulate and will be paid, if and to the extent declared or authorized by the General Partner on behalf of the Partnership and subject, to the provisions of Section 5(b) hereof, on the earlier to occur of (i) the disposition of the Series B Preferred Units to which such deferred distributions relate in a transaction in which the disposing holder recognizes taxable gain thereon or (ii) the first distribution payment date with respect to the Series B Preferred Units following the second anniversary of the issuance of the Series B J Preferred Units. For purposes of the foregoing, the “Safe Harbor Rate” shall equal 150% of the highest applicable federal rate, based on annual compounding, in effect for purposes of Section 1274(d) of the Code at any time between the date of the issuance of the Series B Preferred Units and the date on which the relevant distribution payment is made. Notwithstanding anything to the contrary contained herein, any distributions that are deferred under this Section 5(g) shall be deemed to have been paid in full for purposes of Sections 5(c) and (d) of this Schedule A until the end of the Distribution Period during which they are to be paid as provided above. (h) For any quarterly period, any amounts paid with respect to the Series B Preferred Units in excess of the amount that would have been paid with respect to such Units for such period had they been converted into Common Units in accordance with the terms of Section 7 of this Schedule A are intended to constitute guaranteed payments within the meaning of Section 707(c) of the Code and shall not be treated as distributions for purposes of allocating Net Income and Net Loss or otherwise maintaining Capital Accounts.

Distributions. (a) With respect to each Distribution Period and subject to the rights Holders of the holders of Preferred Units ranking senior to or on parity with the Series B Preferred Units, the holders of then outstanding Series B Preferred Units shall be entitled to receivereceive out of Available Cash, when, when as and if declared by the Partnership acting through the General Partner, out cumulative preferential cash distributions at the rate of assets 8.625% of the Partnership legally available for the payment original capital contribution of distributions, quarterly cumulative cash distributions in an amount $25.00 per Series B Preferred Unit equal per annum (equivalent to a fixed annual amount of $2.15625 per unit) (the greater of "Series B Preference Return"). Such distributions shall be cumulative from the first date on which any Series B Preferred Units are issued and shall be payable (i) $1.0625 quarterly in arrears on or before March 15, June 15, September 15 and December 15 of each year and (ii) in the amount event of the regular quarterly cash distribution for such Distribution Period upon the number an exchange of Common Units (or portion thereof) into which such Series B Preferred Unit Units into shares of Gables Trust's 8.625% Series B Cumulative Redeemable Preferred Shares ("Gables Trust Series B Preferred Shares") on the exchange date (each, a "Distribution Payment Date"). If a Distribution Payment Date is not a Business Day, then convertible in accordance with Section 7 payment of this Schedule A the distribution to be made on such date will be made on the next succeeding day that is a Business Day (but, with respect to any Distribution Period ending after the Fifteenth Anniversary Date, no amount shall be paid and without interest or other payment in respect of clause (iiany such delay) of this paragraph except that, if such Business Day is in the next succeeding calendar year, such payment shall be made on the immediately preceding Business Day, in each case with the same force and effect as if made on the originally designated Distribution Payment Date. The quarterly period between Distribution Payment Dates is referred to herein as a "distribution period" and the distribution which shall accrue in respect of any full distribution period shall be $0.5390625 regardless of the portion actual number of days in such Distribution Period occurring after the Fifteenth Anniversary Date)full distribution period. Notwithstanding anything to the contrary contained hereinThe first distribution, the amount of distributions described under each of clause (i) and (ii) of this paragraph which will be paid on December 15, 1998, will be for the initial Distribution Period, or any other period shorter less than a full Distribution Period, shall quarter. Such distribution and any distribution payable on the Series B Preferred Units for any partial distribution period will be prorated and computed on the basis of a 360-day year consisting of twelve 30-day months and a 360-day yearmonths. The distributions upon Distributions will be payable to holders of record as they appear in the Series B Preferred Units for each Distribution Period shall, if and to the extent declared or authorized by the General Partner on behalf records of the Partnership, be paid in arrears (without interest or other amount) Partnership at the close of business on the Distribution Payment Date with respect thereto, and, if not paid on such applicable record date, shall accumulate, whether or not there are funds legally available for the payment thereof and whether or not such distributions are declared or authorized. The record date for distributions upon the Series B Preferred Units for any Distribution Period which shall be the same as the record date for the distributions upon the Common Units for such Distribution Period (or, if no such record is set for the Common Units, the fifteenth first day of the calendar month in which the applicable Distribution Payment Date falls). Accumulated and unpaid distributions for any past Distribution Periods to be declared and paid at any time, without reference to any Distribution Payment Date, to holders of record falls or on such date, not exceeding 45 days preceding other date designated by the Board of Trustees of Gables Trust as the record date for the payment date thereof, as may be fixed by the General Partner. Any distribution payment made upon the Series B Preferred Units shall first be credited against the earliest accumulated but unpaid distributions due of dividends with respect to such Units which remains payable. No interest, or sum of money in lieu of interest, shall be owing or payable in respect of any distribution payment or payments on the Series B A Preferred Units, whether or not in arrears, including, without limitation, any distribution payment Shares that is deferred pursuant not more than 30 nor less than 10 days prior to Section 5(g) of this Schedule A.such Distribution Payment Date (each, a "Distribution Record Date"). (b) No distribution distributions on the Series B Preferred Units shall be declared by the General Partner or paid or set apart for payment by the Partnership at such time as the terms and provisions of any agreement of the Partnership, including any debt instrument or other agreement relating to its indebtedness, prohibits such declaration, payment or setting apart for payment or provides that such declaration, payment or setting apart for payment would constitute a breach thereof, thereof or a default thereunder, or if such declaration or payment shall be restricted or prohibited by law. (c) Notwithstanding the foregoing, distributions on the Series B Preferred Units shall accumulate accrue whether or not any of the foregoing restrictions exist. (c) Except as provided terms and provisions set forth in Section 5(d3(b) of this Schedule A, so long as hereof at any Series B Preferred Units are outstanding, (i) no distributions (other than in Common Units or other Units ranking junior to time prohibit the Series B Preferred Units as to current payment of distributions and amounts upon liquidationdistributions, dissolution whether or winding-up of the Partnership) shall be declared or paid or set apart for payment upon the Common Units or any other class or series of partnership interests in not the Partnership has earnings and whether or Units ranking, as to payment of distributions or amounts distributable upon liquidation, dissolution or winding-up of the Partnership, on a parity with or junior to the Series B Preferred Units, for any period and (ii) no Common Units or other Units ranking junior to or on a parity with the Series B Preferred Units as to payment of distributions or amounts upon liquidation, dissolution or winding-up of the Partnership, shall be redeemed, purchased or otherwise acquired for any consideration (or any monies be paid to or made not there are funds legally available for a sinking fund for the redemption of any such Units) by the Partnership (except by conversion into or exchange for other Units ranking junior to the Series B Preferred Units as to payment of distributions and amounts upon liquidation, dissolution or winding-up of the Partnership or by redemptions pursuant to Rights Agreements) unless, in the case of either clause (i) or (ii), full cumulative distributions have been or contemporaneously are declared and paid or declared and a sum sufficient for the payment thereof set apart for of such payment distributions. Accrued but unpaid distributions on the Series B Preferred Units for all Distribution Periods ending on or prior to the distribution payment date for the Common Units or such other class or series of Unit or the date of such redemption, purchase or other acquisition. (d) When distributions are not paid in full (or a sum sufficient for such full payment is not set apart for such payment) upon the Series B Preferred Units and any other partnership interests in the Partnership or Units ranking on a parity will accumulate as to payment of distributions with the Series B Preferred Units, all distributions declared upon the Series B Preferred Units and any other partnership interests in the Partnership or Units ranking on a parity as to payment of distributions with the Series B Preferred Units shall be declared pro rata so that the amount of distributions declared per Unit of Series B Preferred Units and such other partnership interests in the Partnership or Units shall in all cases bear to each other the same ratio that accrued distributions per Unit on the Series B Preferred Units and such other partnership interests in the Partnership or Units (which shall not include any accumulation in respect of unpaid distributions for prior distribution periods if such Units do not have cumulative distributions) bear to each other. (e) Holders of Series B Preferred Units shall not be entitled to any distributions, whether payable in cash, property or Units, in excess of the cumulative distributions described in Section 5(a) above. (f) Distributions with respect to the Series B Preferred Units are intended to qualify as permitted distributions of cash that are not treated as a disguised sale within the meaning of Treasury Regulation §1.707-4 and the provisions of this Schedule A shall be construed and applied consistently with such Treasury Regulations. (g) Notwithstanding anything to the contrary contained herein (but subject to the last sentence of Section 5(a) hereof), if the distributions with respect to the Series B Preferred Units made on or prior to the second anniversary of the issuance of the Series B Preferred Units would result in any holder of Series B Preferred Units receiving, an annual return on such holder’s “unreturned capital” (as defined for purposes of Treasury Regulation Section 1.707-4(a)) for a fiscal year (treating the fiscal year in which such second anniversary occurs as ending on such date) in excess of the Safe Harbor Rate (as defined below), then the distributions to such holder in excess of such Safe Harbor Rate will be deferred, will cumulate and will be paid, if and to the extent declared or authorized by the General Partner on behalf of the Partnership and subject, to the provisions of Section 5(b) hereof, on the earlier to occur of (i) the disposition of the Series B Preferred Units to which such deferred distributions relate in a transaction in which the disposing holder recognizes taxable gain thereon or (ii) the first distribution payment date with respect to the Series B Preferred Units following the second anniversary of the issuance of the Series B Preferred Units. For purposes of the foregoing, the “Safe Harbor Rate” shall equal 150% of the highest applicable federal rate, based on annual compounding, in effect for purposes of Section 1274(d) of the Code at any time between the date of the issuance of the Series B Preferred Units and the date on which the relevant distribution payment is made. Notwithstanding anything to the contrary contained herein, any distributions that are deferred under this Section 5(g) shall be deemed to have been paid in full for purposes of Sections 5(c) and (d) of this Schedule A until the end of the Distribution Period during Payment Date on which they are to be paid as provided abovefirst become payable. (h) For any quarterly period, any amounts paid with respect to the Series B Preferred Units in excess of the amount that would have been paid with respect to such Units for such period had they been converted into Common Units in accordance with the terms of Section 7 of this Schedule A are intended to constitute guaranteed payments within the meaning of Section 707(c) of the Code and shall not be treated as distributions for purposes of allocating Net Income and Net Loss or otherwise maintaining Capital Accounts.

Distributions. (a) With respect to each Distribution Period and subject Subject to the rights of the holders of Preferred Units ranking senior to or on parity with the Series B G Preferred Units, the holders of Series B G Preferred Units shall be entitled to receive, when, as and if declared by the General Partnerreceive on each Distribution Payment Date, out of assets of the Partnership legally available for the payment of the distributions, quarterly cumulative cash distributions in an amount at the rate of 6.375% per year of the $25.00 liquidation preference per Unit, which is equivalent to $1.59375 per Unit of Series B G Preferred Unit equal to per year. Distributions on the greater Series G Preferred Units shall only be paid when, as and if declared by the General Partner, however, distributions shall accumulate whether or not so declared. (b) Distributions on the Series G Preferred Units shall accrue and be cumulative from, and including, the date of original issuance and shall be payable (iwhen, as and if declared by the General Partner) $1.0625 quarterly in arrears on each Distribution Payment Date of each year. The initial distribution on the Series G Preferred Units, which shall be paid on April 1, 2013 if declared by the General Partner, shall be for less than a full quarter and (ii) shall be in the amount of the regular quarterly cash distribution for such Distribution Period upon the number of Common Units (or portion thereof) into which such $0.2125 per Series B G Preferred Unit is then convertible in accordance with Section 7 Unit. The amount of this Schedule A (butinitial distribution has been prorated and computed, with respect to any Distribution Period ending after and the Fifteenth Anniversary Date, no amount shall be paid in respect of clause (ii) of this paragraph in respect of the portion of such Distribution Period occurring after the Fifteenth Anniversary Date). Notwithstanding anything to the contrary contained herein, the amount of distributions described under each of clause (i) Partnership will prorate and (ii) of this paragraph for the initial Distribution Period, or compute any other period shorter than distribution payable for a full Distribution Periodpartial distribution period, shall be prorated and computed on the basis of a 360-day year consisting of twelve 30-day months and a 360-day yearmonths. The distributions upon Distributions payable on the Series B G Preferred Units for each Distribution Period shall, if and full distribution period shall be computed by dividing the annual distribution rate by four. (c) The Partnership shall pay distributions to holders of record at the extent declared or authorized by the General Partner on behalf close of the Partnership, be paid in arrears (without interest or other amount) business on the Distribution Payment Date with respect thereto, and, if not paid on such applicable distribution record date, shall accumulate, whether or not there are funds legally available for the payment thereof and whether or not such distributions are declared or authorized. The record date for distributions upon the Series B G Preferred Units for any Distribution Period shall be the same as the record date for the distributions upon the Common Units for such Distribution Period (or, if no such record is set for the Common Units, the fifteenth day of the calendar month immediately preceding the calendar month in which the related Distribution Payment Date falls, or such other date that the General Partner shall designate for the payment of distributions that is not more than 30 nor less than 10 day prior to the applicable Distribution Payment Date falls). Accumulated and unpaid distributions for any past Distribution Periods to be declared and paid at any time, without reference to any Distribution Payment Date, to holders of record on such date, not exceeding 45 days preceding the payment date thereof, as may be fixed by the General Partner. Any distribution payment made upon the Series B Preferred Units shall first be credited against the earliest accumulated but unpaid distributions due with respect to such Units which remains payable. No interest, or sum of money in lieu of interest, shall be owing or payable in respect of any distribution payment or payments on the Series B Preferred Units, whether or not in arrears, including, without limitation, any distribution payment that is deferred pursuant to Section 5(g) of this Schedule A.. (bd) No distribution on the Series B G Preferred Units shall be declared by the General Partner or paid or set apart for payment by the Partnership at such time as and to the extent that the terms and provisions of any bona fide agreement of the Partnership, including any agreement relating to its bona fide indebtedness, prohibits such declaration, payment or setting apart for payment or provides that such declaration, payment or setting apart for payment would constitute a breach thereof, or a default thereunder, or if to the extent that such declaration or of payment shall be restricted or prohibited by law. Notwithstanding the foregoing, law (and such failure to pay distributions on the Series B G Preferred Units shall accumulate whether or not any of prohibit other distributions by the foregoing restrictions existPartnership as described in this Schedule E). (ce) Distributions on the Series G Preferred Units shall accrue and accumulate, however, whether the Partnership has earnings, whether there are funds legally available for the payment of distributions and whether such distributions are declared by the General Partner. (f) Except as provided in Section 5(d5(g) of this Schedule AE, so long as any Series B G Preferred Units are outstanding, (i) no cash or non-cash distributions (other than in Series K Preferred Units, Series L Preferred Units, Common Units or other Units ranking junior to the Series B G Preferred Units as to payment of distributions and amounts upon liquidation, dissolution or winding-up of the Partnership) shall be declared or paid or set apart for payment upon the Series K Preferred Units, Series L Preferred Units, Common Units or any other class or series of partnership interests in the Partnership or Units ranking, as to payment of distributions or amounts distributable upon liquidation, dissolution or winding-up of the Partnership, on a parity with or junior to the Series B G Preferred Units, for any period and (ii) no Series K Preferred Units, Series L Preferred Units, Common Units or other Units ranking junior to or on a parity with the Series B G Preferred Units as to payment of distributions or amounts upon liquidation, dissolution or winding-up of the Partnership, Partnership shall be redeemed, purchased or otherwise acquired for any consideration (or any monies be paid to or made available for a sinking fund for the redemption of any such Units) by the Partnership (except by conversion into or exchange for other Units ranking junior to the Series B G Preferred Units as to payment of distributions and amounts upon liquidation, dissolution or winding-up of the Partnership or by redemptions pursuant to Rights Agreements) unless, in the case of either clause (i) or (ii), full cumulative distributions have been or contemporaneously are declared and paid or declared and a sum sufficient for the payment thereof set apart for such payment in the next 30 days on the Series B G Preferred Units for all Distribution Periods distribution periods ending on or prior to the distribution payment date Distribution Payment Date for the Series K Preferred Units, Series L Preferred Units, Common Units or such other class or series of Unit or the date of such redemption, purchase or other acquisition. (dg) When distributions are not paid in full (or a sum sufficient for such full payment is not set apart for such paymentpayment in the next 30 days) upon the Series B G Preferred Units and any other partnership interests in the Partnership or Units ranking on a parity as to payment of distributions with the Series B G Preferred Units, all distributions declared upon the Series B G Preferred Units and any other partnership interests in the Partnership or Units ranking on a parity as to payment of distributions with the Series B G Preferred Units shall be declared or paid pro rata so that the amount of distributions declared per Unit of Series B G Preferred Units and such other partnership interests in the Partnership or Units shall in all cases bear to each other the same ratio that accrued and unpaid distributions per Unit on the Series B G Preferred Units and such other partnership interests in the Partnership or Units (which shall not include any accumulation in respect of unpaid distributions for prior distribution periods if such Units do not have cumulative distributions) bear to each other. (eh) No interest shall be payable in respect of any distribution payment on the Series G Preferred Unit that may be in arrears. Holders of the Series B G Preferred Units shall not be entitled to any distributionsdistribution, whether payable in cash, property property, or Unitsstock, in excess of the full cumulative distributions described in Section 5(a) aboveon the Series G Preferred Unit to which they are entitled. Any distribution payment made on Series G Preferred Units shall first be credited against the earliest accumulated but unpaid distribution due with respect to such Units that remains payable. (fi) If, for any taxable year, the Partnership elects to designate as “capital gain dividends” (as defined in Section 857 of the Internal Revenue Code of 1986, as amended, or any successor revenue code or section) any portion of the total distributions (as determined for Federal income tax purposes) paid or made available for the year to holders of all partnership interests of the Partnership (the “Capital Gains Amount”), then the portion of the Capital Gains Amount that shall be allocable to holders of the Series G Preferred Unit shall be in the same portion that the total distributions paid or made available to the holders of the Series G Preferred Unit for the year bears to the total distributions for the year made with respect to all partnership interests in the Partnership. (j) Distributions with respect to the Series B G Preferred Units are intended to qualify as permitted distributions of cash that are not treated as a disguised sale within the meaning of Treasury Regulation §1.707-4 and the provisions of this Schedule A E shall be construed and applied consistently with such Treasury Regulations. (g) Notwithstanding anything to the contrary contained herein (but subject to the last sentence of Section 5(a) hereof), if the distributions with respect to the Series B Preferred Units made on or prior to the second anniversary of the issuance of the Series B Preferred Units would result in any holder of Series B Preferred Units receiving, an annual return on such holder’s “unreturned capital” (as defined for purposes of Treasury Regulation Section 1.707-4(a)) for a fiscal year (treating the fiscal year in which such second anniversary occurs as ending on such date) in excess of the Safe Harbor Rate (as defined below), then the distributions to such holder in excess of such Safe Harbor Rate will be deferred, will cumulate and will be paid, if and to the extent declared or authorized by the General Partner on behalf of the Partnership and subject, to the provisions of Section 5(b) hereof, on the earlier to occur of (i) the disposition of the Series B Preferred Units to which such deferred distributions relate in a transaction in which the disposing holder recognizes taxable gain thereon or (ii) the first distribution payment date with respect to the Series B Preferred Units following the second anniversary of the issuance of the Series B Preferred Units. For purposes of the foregoing, the “Safe Harbor Rate” shall equal 150% of the highest applicable federal rate, based on annual compounding, in effect for purposes of Section 1274(d) of the Code at any time between the date of the issuance of the Series B Preferred Units and the date on which the relevant distribution payment is made. Notwithstanding anything to the contrary contained herein, any distributions that are deferred under this Section 5(g) shall be deemed to have been paid in full for purposes of Sections 5(c) and (d) of this Schedule A until the end of the Distribution Period during which they are to be paid as provided above. (h) For any quarterly period, any amounts paid with respect to the Series B Preferred Units in excess of the amount that would have been paid with respect to such Units for such period had they been converted into Common Units in accordance with the terms of Section 7 of this Schedule A are intended to constitute guaranteed payments within the meaning of Section 707(c) of the Code and shall not be treated as distributions for purposes of allocating Net Income and Net Loss or otherwise maintaining Capital Accounts.

Distributions. (a1) With respect to each Distribution Period and subject to the rights The General Partner, as holder of the holders of Preferred Units ranking senior to or on parity with the then outstanding Series B K Preferred Units, the holders of Series B Preferred Units shall be entitled to receive, when, when and as and if declared by the General Partner out of any funds legally available therefor, cumulative Distributions at the rate of 6.5% of the liquidation preference per unit per year, payable quarterly in equal amounts of $4.0625 per unit in cash on the last calendar day of each February, May, August and November or, if not a Business Day (as hereinafter defined), the next succeeding Business Day (each such day being hereinafter called a “Quarterly Distribution Date” and each period ending on a Quarterly Distribution Date being hereinafter called a “Distribution Period”), provided, however, that the first Distribution on the Series K Preferred Units will be paid on May 31, 2004. Distributions shall be payable to the General Partner, out of assets as holder of the Series K Preferred Units, at the close of business on the applicable record date (the “Record Date”), which shall be on such date designated by the Partnership legally available for the payment of distributions, quarterly cumulative cash distributions in an amount per Series B Preferred Unit equal Distributions that is not more than 30 nor less than 10 days prior to the greater of (i) $1.0625 and (ii) the such Quarterly Distribution Date. The amount of the regular quarterly cash distribution any Distribution payable for such any partial Distribution Period upon the number of Common Units (or portion thereof) into which such Series B Preferred Unit is then convertible in accordance with Section 7 of this Schedule A (but, with respect to any Distribution Period ending after the Fifteenth Anniversary Date, no amount shall be paid in respect of clause (ii) of this paragraph in respect of the portion of such Distribution Period occurring after the Fifteenth Anniversary Date). Notwithstanding anything to the contrary contained herein, the amount of distributions described under each of clause (i) and (ii) of this paragraph for the initial Distribution Period, or any other period shorter than a full Distribution Period, shall be prorated and computed on the basis of a 360-day year consisting of twelve 30-day months months. Distributions on each Series K Preferred Unit shall accrue and a 360-day year. The distributions upon be cumulative from and including the Series B Preferred Units for each Distribution Period shall, if and to the extent declared or authorized by the General Partner on behalf date of the Partnership, be paid in arrears (without interest or other amount) on the Distribution Payment Date with respect thereto, and, if not paid on such date, shall accumulate, original issue thereof whether or not (i) there are funds legally available for the payment thereof and whether of such Distributions or not (ii) such distributions Distributions are declared or authorized. The record date for distributions upon the Series B Preferred Units for any Distribution Period shall be the same as the record date for the distributions upon the Common Units for such Distribution Period (or, if no such record is set for the Common Units, the fifteenth day of the calendar month in which the applicable Distribution Payment Date falls). Accumulated and unpaid distributions for any past Distribution Periods to be declared and Distributions paid at any time, without reference to any Distribution Payment Date, to holders of record on such date, not exceeding 45 days preceding the payment date thereof, as may be fixed by the General Partner. Any distribution payment made upon the Series B Preferred Units shall first be credited against the earliest accumulated but unpaid distributions due with respect to such Units which remains payable. No interest, or sum of money in lieu of interest, shall be owing or payable in respect of any distribution payment or payments on the Series B K Preferred Units, whether or not Units in arrears, including, without limitation, any distribution payment that is deferred pursuant to Section 5(g) an amount less than the total amount of this Schedule A. (b) No distribution such Distributions at the time accrued and payable on the such Series B K Preferred Units shall be declared by the General Partner or paid or set apart for payment by the Partnership at allocated pro rata on a per unit basis among all such time as the terms and provisions of any agreement of the Partnership, including any agreement relating to its indebtedness, prohibits such declaration, payment or setting apart for payment or provides that such declaration, payment or setting apart for payment would constitute a breach thereof, or a default thereunder, or if such declaration or payment shall be restricted or prohibited by law. Notwithstanding the foregoing, distributions on the Series B K Preferred Units shall accumulate whether or not any of at the foregoing restrictions exist. (c) time outstanding. Except as provided in Section 5(d) the last sentence of this Schedule Aparagraph, so long as any unless the full cumulative Distributions on the Series B K Preferred Units are outstanding, (i) no distributions (other than in Common Units or other Units ranking junior to the Series B Preferred Units as to payment of distributions and amounts upon liquidation, dissolution or winding-up of the Partnership) shall be declared or paid or set apart for payment upon the Common Units or any other class or series of partnership interests in the Partnership or Units ranking, as to payment of distributions or amounts distributable upon liquidation, dissolution or winding-up of the Partnership, on a parity with or junior to the Series B Preferred Units, for any period and (ii) no Common Units or other Units ranking junior to or on a parity with the Series B Preferred Units as to payment of distributions or amounts upon liquidation, dissolution or winding-up of the Partnership, shall be redeemed, purchased or otherwise acquired for any consideration (or any monies be paid to or made available for a sinking fund for the redemption of any such Units) by the Partnership (except by conversion into or exchange for other Units ranking junior to the Series B Preferred Units as to payment of distributions and amounts upon liquidation, dissolution or winding-up of the Partnership or by redemptions pursuant to Rights Agreements) unless, in the case of either clause (i) or (ii), full cumulative distributions have been or contemporaneously are declared and paid or declared and a sum sufficient for the payment thereof set apart for payment for all past Distribution Periods and the then current Distribution Period, no Distributions (other than Distributions payable solely in Common Units or other Fully Junior Units) shall be declared or paid or set aside for payment or other Distribution made upon the Common Units or any other Units ranking junior to or on a parity with the Series K Preferred Units as to Distributions or upon liquidation, nor shall any Common Units or any other Units ranking junior to or on a parity with the Series K Preferred Units as to Distributions or upon liquidation be redeemed, purchased or otherwise acquired for any consideration (or any moneys be paid to or made available for a sinking fund for the redemption of such payment Units) by the Partnership or any subsidiary of the Partnership (except for conversion into or exchange for such Units of the Partnership ranking junior to the Series K Preferred Units as to Distributions and upon liquidation). If accrued Distributions on the Series B K Preferred Units for all prior Distribution Periods ending have not been paid in full, then any Distribution declared on or prior to the distribution payment date Series K Preferred Units for the Common Units or such other class or any Distribution Period and on any series of Unit or the date of such redemption, purchase or other acquisition. (d) When distributions are not paid in full (or a sum sufficient for such full payment is not set apart for such payment) upon the Series B Preferred Units and any other partnership interests in at the Partnership or Units time outstanding ranking on a parity as to payment of distributions the Distributions with the Series B K Preferred Units, all distributions Units will be declared upon ratably in proportion to accrued and unpaid Distributions on the Series B K Preferred Units and any other partnership interests in such series of Preferred Units at the Partnership or Units time outstanding ranking on a parity as to payment of distributions Distributions with the Series B Preferred Units shall be declared pro rata so that the amount of distributions declared per Unit of Series B Preferred Units and such other partnership interests in the Partnership or Units shall in all cases bear to each other the same ratio that accrued distributions per Unit on the Series B Preferred Units and such other partnership interests in the Partnership or Units (which shall not include any accumulation in respect of unpaid distributions for prior distribution periods if such Units do not have cumulative distributions) bear to each other. (e) Holders of Series B Preferred Units shall not be entitled to any distributions, whether payable in cash, property or Units, in excess of the cumulative distributions described in Section 5(a) above. (f) Distributions with respect to the Series B Preferred Units are intended to qualify as permitted distributions of cash that are not treated as a disguised sale within the meaning of Treasury Regulation §1.707-4 and the provisions of this Schedule A shall be construed and applied consistently with such Treasury Regulations. (g) Notwithstanding anything to the contrary contained herein (but subject to the last sentence of Section 5(a) hereof), if the distributions with respect to the Series B Preferred Units made on or prior to the second anniversary of the issuance of the Series B Preferred Units would result in any holder of Series B Preferred Units receiving, an annual return on such holder’s “unreturned capital” (as defined for purposes of Treasury Regulation Section 1.707-4(a)) for a fiscal year (treating the fiscal year in which such second anniversary occurs as ending on such date) in excess of the Safe Harbor Rate (as defined below), then the distributions to such holder in excess of such Safe Harbor Rate will be deferred, will cumulate and will be paid, if and to the extent declared or authorized by the General Partner on behalf of the Partnership and subject, to the provisions of Section 5(b) hereof, on the earlier to occur of (i) the disposition of the Series B Preferred Units to which such deferred distributions relate in a transaction in which the disposing holder recognizes taxable gain thereon or (ii) the first distribution payment date with respect to the Series B Preferred Units following the second anniversary of the issuance of the Series B K Preferred Units. For purposes of the foregoing, the “Safe Harbor Rate” shall equal 150% of the highest applicable federal rate, based on annual compounding, in effect for purposes of Section 1274(d) of the Code at any time between the date of the issuance of the Series B Preferred Units and the date on which the relevant distribution payment is made. Notwithstanding anything to the contrary contained herein, any distributions that are deferred under this Section 5(g) shall be deemed to have been paid in full for purposes of Sections 5(c) and (d) of this Schedule A until the end of the Distribution Period during which they are to be paid as provided above. (h) For any quarterly period, any amounts paid with respect to the Series B Preferred Units in excess of the amount that would have been paid with respect to such Units for such period had they been converted into Common Units in accordance with the terms of Section 7 of this Schedule A are intended to constitute guaranteed payments within the meaning of Section 707(c) of the Code and shall not be treated as distributions for purposes of allocating Net Income and Net Loss or otherwise maintaining Capital Accounts.

Distributions. (ai) With respect to each Distribution Period and subject to The General Partner, in its capacity as the rights holder of the holders of Preferred Units ranking senior to or on parity with the then outstanding Series B D Preferred Units, the holders of Series B Preferred Units shall be entitled to receive, when, as and if declared by the General Partner, out distributions payable in cash at the rate per annum of assets 8.500% of the Liquidation Preference (as defined below) (the “Annual Distribution Rate”). Such distributions with respect to each Series D Preferred Unit issued prior to May 15, 2013 shall be cumulative from, and including, the date of original issue by the Partnership legally available for of any Series D Preferred Units and with respect to Series D Preferred Units issued on or after May 15, 2013 shall be cumulative from, and including, the payment Distribution Payment Date with respect to distributions that were actually paid on Series D Preferred Units that were outstanding immediately preceding the issuance of distributionssuch Series D Preferred Units, quarterly cumulative cash distributions and shall be payable quarterly, when, as and if authorized and declared by the General Partner, in an arrears on each Distribution Payment Date commencing with respect to each Series D Preferred Unit on the first Distribution Payment Date following the issuance of such Series D Preferred Unit; provided that the amount per Series B D Preferred Unit equal to the greater of (i) $1.0625 and (ii) the amount of the regular quarterly cash distribution for such Distribution Period upon the number of Common Units (or portion thereof) into which such Series B Preferred Unit is then convertible in accordance with Section 7 of this Schedule A (but, with respect to any Distribution Period ending after the Fifteenth Anniversary Date, no amount shall be paid in respect of clause the initial Distribution Period shall be determined in accordance with paragraph (ii) below. Accrued and unpaid distributions for any past Distribution Periods may be declared and paid at any time, without reference to any regular Distribution Payment Date. (ii) The amount of this paragraph distribution per Series D Preferred Unit accruing in respect of the portion of such each full Distribution Period occurring after shall be computed by dividing the Fifteenth Anniversary Date)Annual Distribution Rate by four. Notwithstanding anything to the contrary contained herein, the The amount of distributions described under each of clause (i) and (ii) of this paragraph payable for the initial Distribution Period, or any other period shorter or longer than a full Distribution Period, on the Series D Preferred Units shall be prorated and computed on the basis of twelve 30-day months and a 360-day year. The distributions upon General Partner, in its capacity as the holder of the then outstanding Series D Preferred Units, shall not be entitled to any distributions, whether payable in cash, property or securities, in excess of cumulative distributions, as herein provided, on the Series B D Preferred Units for each Distribution Period shall, if and to the extent declared or authorized by the General Partner on behalf of the Partnership, be paid in arrears (without interest or other amount) on the Distribution Payment Date with respect thereto, and, if not paid on such date, shall accumulate, whether or not there are funds legally available for the payment thereof and whether or not such distributions are declared or authorized. The record date for distributions upon the Series B Preferred Units for any Distribution Period shall be the same as the record date for the distributions upon the Common Units for such Distribution Period (or, if no such record is set for the Common Units, the fifteenth day of the calendar month in which the applicable Distribution Payment Date falls). Accumulated and unpaid distributions for any past Distribution Periods to be declared and paid at any time, without reference to any Distribution Payment Date, to holders of record on such date, not exceeding 45 days preceding the payment date thereof, as may be fixed by the General Partner. Any distribution payment made upon the Series B Preferred Units shall first be credited against the earliest accumulated but unpaid distributions due with respect to such Units which remains payable. No interest, or sum of money in lieu of interest, shall be owing or payable in respect of any distribution payment or payments on the Series B D Preferred Units, whether or not Units that may be in arrears, including, without limitation, any distribution payment that is deferred pursuant to Section 5(g) of this Schedule A. (b) No distribution on the Series B Preferred Units shall be declared by the General Partner or paid or set apart for payment by the Partnership at such time as the terms and provisions of any agreement of the Partnership, including any agreement relating to its indebtedness, prohibits such declaration, payment or setting apart for payment or provides that such declaration, payment or setting apart for payment would constitute a breach thereof, or a default thereunder, or if such declaration or payment shall be restricted or prohibited by law. Notwithstanding the foregoing, distributions on the Series B Preferred Units shall accumulate whether or not any of the foregoing restrictions exist. (ciii) Except as provided in Section 5(d) of this Schedule A, so So long as any Series B D Preferred Units are outstanding, (i) no distributions (other than distributions, except as described in Common Units or other Units ranking junior to the Series B Preferred Units as to payment of distributions and amounts upon liquidationimmediately following sentence, dissolution or winding-up of the Partnership) shall be declared or paid or set apart for payment upon the Common Units on any series or any other class or series classes of partnership interests in units of the Partnership or Units ranking, as to payment of distributions or amounts distributable upon liquidation, dissolution or winding-up of the Partnership, on a parity with or junior to the Series B Preferred Units, for any period and (ii) no Common Units or other Units ranking junior to or on a parity with the Series B D Preferred Units as to payment of distributions or amounts upon liquidation, dissolution or winding-up of the Partnership, shall be redeemed, purchased or otherwise acquired (“Distribution Parity Units”) for any consideration (or any monies be paid to or made available for a sinking fund for the redemption of any such Units) by the Partnership (except by conversion into or exchange for other Units ranking junior to the Series B Preferred Units as to payment of distributions and amounts upon liquidation, dissolution or winding-up of the Partnership or by redemptions pursuant to Rights Agreements) unless, in the case of either clause (i) or (ii), period unless full cumulative distributions have been or contemporaneously are declared and paid or declared and a sum sufficient for the payment thereof set apart for such payment on the Series B D Preferred Units for all Distribution Periods ending terminating on or prior to the distribution payment date for the Common Units or on such other class or series of Unit or the date of such redemption, purchase or other acquisition. (d) Distribution Parity Units. When distributions are not paid in full (or a sum sufficient for such full payment is not set apart for such payment) upon the Series B Preferred Units and any other partnership interests in the Partnership or Units ranking on a parity apart, as to payment of distributions with the Series B Preferred Unitsaforesaid, all distributions declared upon Series D Preferred Units and all distributions declared upon any other series or class or classes of Distribution Parity Units shall be declared ratably in proportion to the respective amounts of distributions accumulated and unpaid on the Series B D Preferred Units and such Distribution Parity Units. (iv) So long as any Series D Preferred Units are outstanding, no distributions (other than distributions paid solely in Junior Units or options, warrants or rights to subscribe for or purchase Junior Units) shall be declared or paid or set apart for payment or other distribution declared or made upon Junior Units, nor shall any Junior Units be redeemed, purchased or otherwise acquired (other than a redemption, purchase or other acquisition of Junior Units made in respect of a redemption, purchase or other acquisition of Common Stock made for purposes of and in compliance with (i) requirements of an employee incentive or benefit plan of the General Partner or any subsidiary, (ii) pursuant to Article VII of the Charter of the General Partner, (iii) as a result of a reclassification of such Common Stock or any other class or series or class of stock of the Company that is junior to the Series D Preferred Stock, as to the payment of dividends or as to the distribution of assets upon liquidation (“Junior Shares) for or into other Junior Shares, or (iv) the purchase of fractional interests in Junior Shares pursuant to the conversion or exchange provisions of any securities convertible into or exchangeable for such Junior Shares), for any consideration (or any monies to be paid to or made available for a sinking fund for the redemption of any such Junior Units) by the General Partner, directly or indirectly (except by conversion into or exchange for Junior Units), unless in each case (a) the full cumulative distributions on all outstanding Series D Preferred Units and any other partnership interests in Distribution Parity Units of the Partnership shall have been paid or Units ranking on a parity as to set apart for payment of distributions with the Series B Preferred Units shall be declared pro rata so that the amount of distributions declared per Unit of Series B Preferred Units and such other partnership interests in the Partnership or Units shall in for all cases bear to each other the same ratio that accrued distributions per Unit on the Series B Preferred Units and such other partnership interests in the Partnership or Units (which shall not include any accumulation in respect of unpaid distributions for prior distribution periods if such Units do not have cumulative distributions) bear to each other. (e) Holders of Series B Preferred Units shall not be entitled to any distributions, whether payable in cash, property or Units, in excess of the cumulative distributions described in Section 5(a) above. (f) Distributions past Distribution Periods with respect to the Series B D Preferred Units are intended and all past distribution periods with respect to qualify as permitted distributions such Distribution Parity Units, and (b) sufficient funds shall have been paid or set apart for the payment of cash that are not treated as a disguised sale within the meaning of Treasury Regulation §1.707-4 and distribution for the provisions of this Schedule A shall be construed and applied consistently with such Treasury Regulations. (g) Notwithstanding anything to the contrary contained herein (but subject to the last sentence of Section 5(a) hereof), if the distributions current Distribution Period with respect to the Series B Preferred Units made on or prior to the second anniversary of the issuance of the Series B Preferred Units would result in any holder of Series B Preferred Units receiving, an annual return on such holder’s “unreturned capital” (as defined for purposes of Treasury Regulation Section 1.707-4(a)) for a fiscal year (treating the fiscal year in which such second anniversary occurs as ending on such date) in excess of the Safe Harbor Rate (as defined below), then the distributions to such holder in excess of such Safe Harbor Rate will be deferred, will cumulate and will be paid, if and to the extent declared or authorized by the General Partner on behalf of the Partnership and subject, to the provisions of Section 5(b) hereof, on the earlier to occur of (i) the disposition of the Series B Preferred Units to which such deferred distributions relate in a transaction in which the disposing holder recognizes taxable gain thereon or (ii) the first distribution payment date with respect to the Series B Preferred Units following the second anniversary of the issuance of the Series B Preferred Units. For purposes of the foregoing, the “Safe Harbor Rate” shall equal 150% of the highest applicable federal rate, based on annual compounding, in effect for purposes of Section 1274(d) of the Code at any time between the date of the issuance of the Series B D Preferred Units and the date on which the relevant distribution payment is made. Notwithstanding anything to the contrary contained herein, any distributions that are deferred under this Section 5(g) shall be deemed to have been paid in full for purposes of Sections 5(c) and (d) of this Schedule A until the end of the Distribution Period during which they are to be paid as provided aboveParity Units. (h) For any quarterly period, any amounts paid with respect to the Series B Preferred Units in excess of the amount that would have been paid with respect to such Units for such period had they been converted into Common Units in accordance with the terms of Section 7 of this Schedule A are intended to constitute guaranteed payments within the meaning of Section 707(c) of the Code and shall not be treated as distributions for purposes of allocating Net Income and Net Loss or otherwise maintaining Capital Accounts.

Distributions. (a) With respect to each Distribution Period and subject to the rights The holders of shares of the holders of Series D Convertible Preferred Units ranking senior to or on parity with the Series B Preferred Units, the holders of Series B Preferred Units shall Shares will be entitled to receive, when, as and if declared authorized by the General Partner, Board of Trustees out of assets of the Partnership Trust legally available for therefor (and subject to the payment limitation described in the last sentence of distributionsthis paragraph), quarterly cumulative cash distributions in an amount per Series B Preferred Unit equal to on the greater of (i) $1.0625 and (ii) the amount shares of the regular Series D Convertible Preferred Shares at the annual rate of $1.75 per share, payable quarterly cash on January 1, April 1, July 1 and October 1 of each year, commencing on January 1, 1994 (which initial partial distribution shall be from the date of issuance of the Series D Convertible Preferred Shares). Such distributions shall be cumulative from the date of original issue of the Series D Convertible Preferred Shares. If permissible under applicable law and provided the distributions will qualify for the dividends paid deduction (within the meaning of Sections 561 and 562 of the Internal Revenue Code of 1986 or any successor provisions thereto), such Distribution Period upon distributions shall be paid as follows: first, from income of the number Trust other than net capital gains, and the balance, if any, from net capital gains of Common Units (or portion thereof) into which such Series B Preferred Unit is then convertible the Trust. If the Board of Trustees determines, in its sole discretion, that distributions to be paid in accordance with Section 7 of this Schedule A (butthe preceding sentence would not qualify for such dividends paid deduction, with respect to any Distribution Period ending after the Fifteenth Anniversary Date, no amount then such distributions shall be paid in respect a manner determined by the Board of clause (ii) of this paragraph in respect of the portion of such Distribution Period occurring after the Fifteenth Anniversary Date)Trustees. Notwithstanding anything Each distribution shall be paid to the contrary contained herein, the amount of distributions described under each of clause (i) and (ii) of this paragraph for the initial Distribution Period, or any other period shorter than a full Distribution Period, shall be prorated and computed on the basis of twelve 30-day months and a 360-day year. The distributions upon the Series B Preferred Units for each Distribution Period shall, if and to the extent declared or authorized by the General Partner on behalf of the Partnership, be paid in arrears (without interest or other amount) on the Distribution Payment Date with respect thereto, and, if not paid on such date, shall accumulate, whether or not there are funds legally available for the payment thereof and whether or not such distributions are declared or authorized. The record date for distributions upon the Series B Preferred Units for any Distribution Period shall be the same as the record date for the distributions upon the Common Units for such Distribution Period (or, if no such record is set for the Common Units, the fifteenth day of the calendar month in which the applicable Distribution Payment Date falls). Accumulated and unpaid distributions for any past Distribution Periods to be declared and paid at any time, without reference to any Distribution Payment Date, to holders of record of the Series D Convertible Preferred Shares as they appear on the share register of the Trust on such record date, not exceeding 45 more than 90 days preceding the distribution payment date thereof, as may shall be fixed by the General PartnerBoard of Trustees or a duly authorized committee thereof. Any If a holder converts Series D Convertible Preferred Shares after the close of business on the record date for a distribution and before the opening of business on the payment made upon date for such distribution, then, pursuant to Section 13.4(7) hereof, the Series B Preferred Units shall first holder will be credited against required to pay to the earliest accumulated but unpaid distributions due Trust at the time of such conversion the amount of such distribution (unless the shares were converted after the issuance of a notice of redemption with respect to such Units shares, in which remains payable. No interest, or sum event the holder of money in lieu of interest, such shares shall be owing or entitled to the distribution payable in respect of any thereon on such distribution payment or payments on the Series B Preferred Units, whether or not in arrears, including, date without limitation, any distribution payment that is deferred pursuant to Section 5(g) of this Schedule A.making such payment). (b) No distribution on the Series B If any Convertible Preferred Units Shares are outstanding, no full distributions shall be declared by the General Partner or paid or set apart for payment by the Partnership at such time as the terms and provisions on any other preferred shares of any agreement beneficial interest of the PartnershipTrust ranking as to distributions on a parity with or junior to the Series D Convertible Preferred Shares for any period unless full cumulative distributions have been declared and paid or declared and a sum sufficient for the payment thereof has been set apart for such payment on the Series D Convertible Preferred Shares for all past distribution periods and the then current distribution period. If distributions are not paid in full, or not declared in full and a sum sufficient for such full payment is not set apart for the payment thereof, upon the Series D Convertible Preferred Shares and any other preferred shares ranking on a parity as to distributions with the Series D Convertible Preferred Shares, all distributions declared upon Series D Convertible Preferred Shares and upon any other preferred shares ranking on a parity as to distributions shall be paid or declared pro rata so that in all cases the amount of distributions paid or declared per share on the Series D Convertible Preferred Shares and such other preferred shares shall bear to each other the same ratio that accumulated distributions per share, including any agreement relating distributions accrued or in arrears, if any, on the Series D Convertible Preferred Shares and such other preferred shares bear to its indebtednesseach other. Except as provided in the preceding sentence, prohibits such declaration, payment or setting apart for payment or provides that such declaration, payment or setting apart for payment would constitute a breach thereof, or a default thereunder, or if such declaration or payment shall be restricted or prohibited by law. Notwithstanding the foregoing, unless full cumulative distributions on the Series B D Convertible Preferred Units shall accumulate whether Shares have been paid or not any of declared and a sum sufficient for such full payment set apart for payment for all past distribution periods and the foregoing restrictions exist. (c) Except as provided in Section 5(d) of this Schedule Athen current distribution period, so long as any Series B Preferred Units are outstanding, (i) no distributions (other than distributions in shares of Common Units Shares (as hereinafter defined) or in any other Units shares of beneficial interest of the Trust ranking junior to the Series B D Convertible Preferred Units Shares as to payment of distributions distribution rights and amounts upon liquidation, dissolution or winding-up of the Partnershipliquidation preference) shall be declared or paid or set apart for payment or other distribution upon the Trust's common shares of beneficial interest, par value $.01 per share (the "Common Units or Shares"), or, except as provided above, on any other class or series shares of partnership interests in the Partnership or Units ranking, as to payment of distributions or amounts distributable upon liquidation, dissolution or winding-up beneficial interest of the Partnership, on a parity with or junior to the Series B Preferred Units, for any period and (ii) no Common Units or other Units Trust ranking junior to or on a parity with the Series B D Convertible Preferred Units Shares as to payment distribution rights or the liquidation preference, nor shall any Common Shares or any other shares of distributions or amounts upon liquidation, dissolution or winding-up beneficial interest of the Partnership, shall Trust ranking junior to or on a parity with the Series D Convertible Preferred Shares as to distribution rights or the liquidation preference be redeemed, purchased or otherwise acquired for any consideration (or any monies be paid payment made to or made available for a sinking fund for the redemption of any such Unitsshares) by the Partnership Trust or any subsidiary of the Trust (except by conversion into or exchange for other Units shares of beneficial interest of the Trust ranking junior to the Series B D Convertible Preferred Units Shares as to payment of distributions distribution rights and amounts upon liquidation, dissolution or winding-up the liquidation preference). Holders of the Partnership or by redemptions pursuant to Rights Agreements) unless, in the case of either clause (i) or (ii), full cumulative distributions have been or contemporaneously are declared and paid or declared and a sum sufficient for the payment thereof set apart for such payment on the Series B D Convertible Preferred Units for all Distribution Periods ending on or prior to the distribution payment date for the Common Units or such other class or series of Unit or the date of such redemption, purchase or other acquisition. (d) When distributions are not paid in full (or a sum sufficient for such full payment is not set apart for such payment) upon the Series B Preferred Units and any other partnership interests in the Partnership or Units ranking on a parity as to payment of distributions with the Series B Preferred Units, all distributions declared upon the Series B Preferred Units and any other partnership interests in the Partnership or Units ranking on a parity as to payment of distributions with the Series B Preferred Units shall be declared pro rata so that the amount of distributions declared per Unit of Series B Preferred Units and such other partnership interests in the Partnership or Units shall in all cases bear to each other the same ratio that accrued distributions per Unit on the Series B Preferred Units and such other partnership interests in the Partnership or Units (which shall not include any accumulation in respect of unpaid distributions for prior distribution periods if such Units do not have cumulative distributions) bear to each other. (e) Holders of Series B Preferred Units Shares shall not be entitled to any distributions, whether payable in cash, property or Unitsshares of beneficial interest, in excess of the full accrued and cumulative distributions described as herein provided. No interest or sum of money in Section 5(a) above. (f) Distributions with lieu of interest shall be payable in respect to of any distribution payment or payments on the Series B D Convertible Preferred Units are intended to qualify as permitted distributions of cash Shares that are not treated as a disguised sale within the meaning of Treasury Regulation §1.707-4 and the provisions of this Schedule A shall may be construed and applied consistently with such Treasury Regulationsin arrears. (g) Notwithstanding anything to the contrary contained herein (but subject to the last sentence of Section 5(a) hereof), if the distributions with respect to the Series B Preferred Units made on or prior to the second anniversary of the issuance of the Series B Preferred Units would result in any holder of Series B Preferred Units receiving, an annual return on such holder’s “unreturned capital” (as defined for purposes of Treasury Regulation Section 1.707-4(a)) for a fiscal year (treating the fiscal year in which such second anniversary occurs as ending on such date) in excess of the Safe Harbor Rate (as defined below), then the distributions to such holder in excess of such Safe Harbor Rate will be deferred, will cumulate and will be paid, if and to the extent declared or authorized by the General Partner on behalf of the Partnership and subject, to the provisions of Section 5(b) hereof, on the earlier to occur of (i) the disposition of the Series B Preferred Units to which such deferred distributions relate in a transaction in which the disposing holder recognizes taxable gain thereon or (ii) the first distribution payment date with respect to the Series B Preferred Units following the second anniversary of the issuance of the Series B Preferred Units. For purposes of the foregoing, the “Safe Harbor Rate” shall equal 150% of the highest applicable federal rate, based on annual compounding, in effect for purposes of Section 1274(d) of the Code at any time between the date of the issuance of the Series B Preferred Units and the date on which the relevant distribution payment is made. Notwithstanding anything to the contrary contained herein, any distributions that are deferred under this Section 5(g) shall be deemed to have been paid in full for purposes of Sections 5(c) and (d) of this Schedule A until the end of the Distribution Period during which they are to be paid as provided above. (h) For any quarterly period, any amounts paid with respect to the Series B Preferred Units in excess of the amount that would have been paid with respect to such Units for such period had they been converted into Common Units in accordance with the terms of Section 7 of this Schedule A are intended to constitute guaranteed payments within the meaning of Section 707(c) of the Code and shall not be treated as distributions for purposes of allocating Net Income and Net Loss or otherwise maintaining Capital Accounts.

Distributions. (a) With respect to each Distribution Period and subject to the rights 1.3.1 Each holder of the holders of Preferred Units ranking senior to or on parity with the Series B Preferred Units, the holders of Series B then outstanding Class A Preferred Units shall be entitled to receive, when, when and as and if declared authorized by the General PartnerBoard, out of assets of the Partnership funds legally available for the payment of distributions, quarterly cumulative preferential cash distributions in an amount at the rate of 12% per Series B Preferred Unit equal to the greater of (i) $1.0625 and (ii) the amount annum of the regular quarterly cash distribution for such Distribution Period upon total of $1,000.00 per unit plus all accumulated and unpaid distributions thereon. Such distributions shall accrue on a daily basis and be cumulative from the number of Common Units (or portion thereof) into first date on which such Series B any Class A Preferred Unit is then convertible issued, such issue date to be contemporaneous with the receipt by the Company of subscription funds for the Class A Preferred Units (the “Original Issue Date”), and shall be payable semi-annually in accordance with Section 7 arrears on June 30 and December 31 of this Schedule each year or, if not a Business Day, the next succeeding (or if determined by the Board, the preceding) Business Day (each, a “Distribution Payment Date”). Any distribution payable on the Class A (but, with respect to Preferred Units for any full or partial Distribution Period ending after the Fifteenth Anniversary Date, no amount shall will be paid in respect of clause (ii) of this paragraph in respect of the portion of such Distribution Period occurring after the Fifteenth Anniversary Date). Notwithstanding anything to the contrary contained herein, the amount of distributions described under each of clause (i) and (ii) of this paragraph for the initial Distribution Period, or any other period shorter than a full Distribution Period, shall be prorated and computed on the basis of a 360-day year consisting of twelve 30-day months and a 360-day yearmonths. The distributions upon the Series B Preferred Units for each A “Distribution Period shallPeriod” shall mean, if and with respect to the extent declared or authorized by first “Distribution Period,” the General Partner on behalf of period from and including the Partnership, be paid in arrears (without interest or other amount) on Original Issue Date to and including the Distribution Payment Date with respect thereto, and, if not paid on such date, shall accumulate, whether or not there are funds legally available for the payment thereof and whether or not such distributions are declared or authorized. The record date for distributions upon the Series B Preferred Units for any Distribution Period shall be the same as the record date for the distributions upon the Common Units for such Distribution Period (or, if no such record is set for the Common Units, the fifteenth day of the calendar month in which the applicable Distribution Payment Date falls). Accumulated and unpaid distributions for any past Distribution Periods to be declared and paid at any time, without reference to any first Distribution Payment Date, and with respect to each subsequent “Distribution Period,” the period from but excluding a Distribution Payment Date to and including the next succeeding Distribution Payment Date. Distributions will be payable to holders of record as they appear in the records of the Company at the close of business on the applicable record date, which shall be June 15 and December 15, respectively, or on such date, not exceeding 45 days preceding the payment other date thereof, as may be fixed designated by the General Partner. Any distribution payment made upon Board for the Series B Preferred Units shall first be credited against the earliest accumulated but unpaid distributions due with respect to such Units which remains payable. No interest, or sum of money in lieu of interest, shall be owing or payable in respect of any distribution payment or payments on the Series B Preferred Units, whether or not in arrears, including, without limitation, any distribution payment that is deferred pursuant to Section 5(g) of this Schedule A. (b) No distribution on the Series B Preferred Units shall be declared by the General Partner or paid or set apart for payment by the Partnership at such time as the terms and provisions of any agreement of the Partnership, including any agreement relating to its indebtedness, prohibits such declaration, payment or setting apart for payment or provides that such declaration, payment or setting apart for payment would constitute a breach thereof, or a default thereunder, or if such declaration or payment shall be restricted or prohibited by law. Notwithstanding the foregoing, distributions on the Series B Preferred Units shall accumulate whether or not any of the foregoing restrictions exist. (c) Except as provided in Section 5(d) of this Schedule A, so long as any Series B Preferred Units are outstanding, (i) no distributions (other than in Common Units or other Units ranking junior to the Series B Preferred Units as to payment of distributions and amounts upon liquidationthat is not more than thirty (30) nor less than ten (10) days prior to such Distribution Payment Date (each, dissolution a “Distribution Record Date”); provided, however, that notwithstanding anything in the Agreement or winding-up this Annex A to the contrary, all or part of any payment or distribution by the Company to holders of Class A Preferred Units may, at the option of the Partnership) shall be declared or paid or set apart for payment upon the Common Units or any other class or series of partnership interests in the Partnership or Units rankingCompany, as to payment of distributions or amounts distributable upon liquidation, dissolution or winding-up of the Partnership, on a parity with or junior to the Series B Preferred Units, for any period and (ii) no Common Units or other Units ranking junior to or on a parity with the Series B Preferred Units as to payment of distributions or amounts upon liquidation, dissolution or winding-up of the Partnership, shall be redeemed, purchased or otherwise acquired for any consideration (or any monies be paid to or made available for a sinking fund for the redemption of any such Units) by the Partnership (except by conversion into or exchange for other Units ranking junior to the Series B Preferred Units as to payment of distributions and amounts upon liquidation, dissolution or winding-up of the Partnership or by redemptions pursuant to Rights Agreements) unless, in the case of either clause (i) or (ii), full cumulative distributions have been or contemporaneously are declared and paid or declared and a sum sufficient for the payment thereof set apart for such payment on the Series B Preferred Units for all Distribution Periods ending on or prior to the distribution payment date for the Common Units or such other class or series of Unit or the date of such redemption, purchase or other acquisition. (d) When distributions are not paid in full (or a sum sufficient for such full payment is not set apart for such payment) upon the Series B Preferred Units and any other partnership interests in the Partnership or Units ranking on a parity as to payment of distributions with the Series B Preferred Units, all distributions declared upon the Series B Preferred Units and any other partnership interests in the Partnership or Units ranking on a parity as to payment of distributions with the Series B Preferred Units shall be declared pro rata so that the amount of distributions declared per Unit of Series B Preferred Units and such other partnership interests in the Partnership or Units shall in all cases bear to each other the same ratio that accrued distributions per Unit on the Series B Preferred Units and such other partnership interests in the Partnership or Units (which shall not include any accumulation in respect of unpaid distributions for prior distribution periods if such Units do not have cumulative distributions) bear to each other. (e) Holders of Series B Preferred Units shall not be entitled to any distributions, whether payable in cash, property or Units, in excess of the cumulative distributions described in Section 5(a) above. (f) Distributions with respect to the Series B Preferred Units are intended to qualify as permitted distributions of cash that are not treated as a disguised sale within the meaning of Treasury Regulation §1.707-4 and the provisions of this Schedule A shall be construed and applied consistently with such Treasury Regulations. (g) Notwithstanding anything to the contrary contained herein (but subject to the last sentence of Section 5(a) hereof), if the distributions with respect to the Series B Preferred Units made on or prior to the second anniversary of the issuance of the Series B Preferred Units would result in any holder of Series B Preferred Units receiving, an annual return on such holder’s “unreturned capital” Paying Agent (as defined for purposes of Treasury Regulation in Section 1.707-4(a)1.10 below) for a fiscal year (treating the fiscal year in which benefit of such second anniversary occurs as ending on such date) in excess holder instead of the Safe Harbor Rate (as defined below), then the distributions being paid directly to such holder in excess of such Safe Harbor Rate will be deferred, will cumulate and will be paid, if and to the extent declared or authorized by the General Partner on behalf of the Partnership and subject, to the provisions of Section 5(b) hereof, on the earlier to occur of (i) the disposition of the Series B Preferred Units to which such deferred distributions relate in a transaction in which the disposing holder recognizes taxable gain thereon or (ii) the first distribution payment date with respect to the Series B Preferred Units following the second anniversary of the issuance of the Series B Preferred Units. For purposes of the foregoing, the “Safe Harbor Rate” shall equal 150% of the highest applicable federal rate, based on annual compounding, in effect for purposes of Section 1274(d) of the Code at any time between the date of the issuance of the Series B Preferred Units and the date on which the relevant distribution payment is made. Notwithstanding anything to the contrary contained herein, any distributions that are deferred under this Section 5(g) shall be deemed to have been paid in full for purposes of Sections 5(c) and (d) of this Schedule A until the end of the Distribution Period during which they are to be paid as provided aboveholder. (h) For any quarterly period, any amounts paid with respect to the Series B Preferred Units in excess of the amount that would have been paid with respect to such Units for such period had they been converted into Common Units in accordance with the terms of Section 7 of this Schedule A are intended to constitute guaranteed payments within the meaning of Section 707(c) of the Code and shall not be treated as distributions for purposes of allocating Net Income and Net Loss or otherwise maintaining Capital Accounts.

Distributions. (a) With respect to each 2006 LTIP Distribution Period and subject to the rights Amount. Commencing as of the quarterly period beginning on April 1, 2006, for any quarterly period holders of Preferred Units ranking senior to or on parity with the Series B Preferred Units, the holders of Series B Preferred such 2006 LTIP Units shall be entitled to receive, whenif, when and as and if declared authorized by the General Partner, Partner out of assets of the Partnership funds legally available for the payment of distributions, quarterly cumulative cash distributions in an amount per Series B Preferred Unit unit equal to the greater of (i) $1.0625 and (ii) distribution payable on the amount of the regular quarterly cash distribution for such Distribution Period upon the number of Common Units for the corresponding quarterly period (or portion thereof) into which such Series B Preferred Unit is then convertible in accordance with Section 7 of this Schedule A (but, with respect to any the "2006 LTIP Distribution Period ending after the Fifteenth Anniversary Date, no amount shall be paid in respect of clause (ii) of this paragraph in respect of the portion of such Distribution Period occurring after the Fifteenth Anniversary DateAmount"). Notwithstanding anything to Distributions on the contrary contained herein2006 LTIP Units, the amount of distributions described under each of clause (i) and (ii) of this paragraph for the initial Distribution Period, or any other period shorter than a full Distribution Periodif authorized, shall be prorated and computed payable quarterly in arrears on the basis of twelve 30-day months and a 360-day year. The distributions upon the Series B Preferred Units for each Distribution Period shall, if and to the extent declared or such dates as may be authorized by the General Partner on behalf of the Partnership, be paid in arrears (without interest or other amount) on the Distribution Payment Date with respect thereto, and, if not paid on any such date, a "Distribution Payment Date"). In addition, 2006 LTIP Units shall accumulatebe entitled to receive, whether if, when and as authorized by the General Partner out of funds or not there are funds other property legally available for the payment thereof and whether of distributions, any special, extraordinary or other distributions payable on the Common Units which may be made from time to time in an amount per unit equal to the amount of any special, extraordinary or other distributions payable on the Common Units. Distributions will be payable to the holder of the 2006 LTIP Units with respect to the 2006 LTIP Units held at the close of business on the applicable record date, which shall be such date designated by the General Partner for the payment of distributions that is not more than 30 nor less than 10 days prior to such distributions are declared or authorizedDistribution Payment Date (each, a "Distribution Payment Record Date"). The record date for distributions upon With regard to any distribution to the Series B Preferred Units for any 2006 LTIP Units, the Distribution Period Payment Date shall be the same date as the date fixed for the payment of distributions to holders of Common Units and the Distribution Payment Record Date shall be the same date set for the record date for holders of Common Units. In the event that distributions upon the to holders of Common Units for such Distribution Period (orany period are paid on other than a quarterly basis, if no such record is set for the Common Unitsexample, the fifteenth day of the calendar month in which the applicable Distribution Payment Date falls). Accumulated and unpaid on a monthly basis, then distributions for any past Distribution Periods to be declared and paid at any time, without reference to any Distribution Payment Date, to holders of record on such date, not exceeding 45 days preceding the payment date thereof, as may be fixed by the General Partner. Any distribution payment made upon the Series B Preferred 2006 LTIP Units shall first be credited against the earliest accumulated but unpaid distributions due with respect to such Units which remains payable. No interest, or sum of money in lieu of interest, shall be owing or payable in respect of any distribution payment or payments on the Series B Preferred Units, whether or not in arrears, including, without limitation, any distribution payment that is deferred pursuant to Section 5(g) of this Schedule A. (b) No distribution on the Series B Preferred Units shall be declared by the General Partner or paid or set apart for payment by the Partnership at such time as the terms and provisions of any agreement of the Partnership, including any agreement relating to its indebtedness, prohibits such declaration, payment or setting apart for payment or provides that such declaration, payment or setting apart for payment would constitute a breach thereof, or a default thereunder, or if such declaration or payment shall be restricted or prohibited by law. Notwithstanding the foregoing, distributions on the Series B Preferred Units shall accumulate whether or not any of the foregoing restrictions exist. (c) Except as provided in Section 5(d) of this Schedule A, so long as any Series B Preferred Units are outstanding, (i) no distributions (other than in Common Units or other Units ranking junior to the Series B Preferred Units as to payment of distributions and amounts upon liquidation, dissolution or winding-up of the Partnership) shall be declared or paid or set apart for payment upon the Common Units or any other class or series of partnership interests in the Partnership or Units ranking, as to payment of distributions or amounts distributable upon liquidation, dissolution or winding-up of the Partnership, on a parity with or junior to the Series B Preferred Units, for any period and (ii) no Common Units or other Units ranking junior to or on a parity with the Series B Preferred Units as to payment of distributions or amounts upon liquidation, dissolution or winding-up of the Partnership, shall be redeemed, purchased or otherwise acquired for any consideration (or any monies also be paid to or made available for a sinking fund for the redemption of any such Units) by the Partnership (except by conversion into or exchange for other Units ranking junior to the Series B Preferred Units as to payment of distributions and amounts upon liquidation, dissolution or winding-up of the Partnership or by redemptions pursuant to Rights Agreements) unless, in the case of either clause (i) or (ii), full cumulative distributions have been or contemporaneously are declared and paid or declared and a sum sufficient for the payment thereof set apart for such payment on the Series B Preferred Units for all Distribution Periods ending on or prior to the distribution payment date for the Common Units or such other class or series of Unit or the date of such redemption, purchase or other acquisitionthat alternate basis. (d) When distributions are not paid in full (or a sum sufficient for such full payment is not set apart for such payment) upon the Series B Preferred Units and any other partnership interests in the Partnership or Units ranking on a parity as to payment of distributions with the Series B Preferred Units, all distributions declared upon the Series B Preferred Units and any other partnership interests in the Partnership or Units ranking on a parity as to payment of distributions with the Series B Preferred Units shall be declared pro rata so that the amount of distributions declared per Unit of Series B Preferred Units and such other partnership interests in the Partnership or Units shall in all cases bear to each other the same ratio that accrued distributions per Unit on the Series B Preferred Units and such other partnership interests in the Partnership or Units (which shall not include any accumulation in respect of unpaid distributions for prior distribution periods if such Units do not have cumulative distributions) bear to each other. (e) Holders of Series B Preferred Units shall not be entitled to any distributions, whether payable in cash, property or Units, in excess of the cumulative distributions described in Section 5(a) above. (f) Distributions with respect to the Series B Preferred Units are intended to qualify as permitted distributions of cash that are not treated as a disguised sale within the meaning of Treasury Regulation §1.707-4 and the provisions of this Schedule A shall be construed and applied consistently with such Treasury Regulations. (g) Notwithstanding anything to the contrary contained herein (but subject to the last sentence of Section 5(a) hereof), if the distributions with respect to the Series B Preferred Units made on or prior to the second anniversary of the issuance of the Series B Preferred Units would result in any holder of Series B Preferred Units receiving, an annual return on such holder’s “unreturned capital” (as defined for purposes of Treasury Regulation Section 1.707-4(a)) for a fiscal year (treating the fiscal year in which such second anniversary occurs as ending on such date) in excess of the Safe Harbor Rate (as defined below), then the distributions to such holder in excess of such Safe Harbor Rate will be deferred, will cumulate and will be paid, if and to the extent declared or authorized by the General Partner on behalf of the Partnership and subject, to the provisions of Section 5(b) hereof, on the earlier to occur of (i) the disposition of the Series B Preferred Units to which such deferred distributions relate in a transaction in which the disposing holder recognizes taxable gain thereon or (ii) the first distribution payment date with respect to the Series B Preferred Units following the second anniversary of the issuance of the Series B Preferred Units. For purposes of the foregoing, the “Safe Harbor Rate” shall equal 150% of the highest applicable federal rate, based on annual compounding, in effect for purposes of Section 1274(d) of the Code at any time between the date of the issuance of the Series B Preferred Units and the date on which the relevant distribution payment is made. Notwithstanding anything to the contrary contained herein, any distributions that are deferred under this Section 5(g) shall be deemed to have been paid in full for purposes of Sections 5(c) and (d) of this Schedule A until the end of the Distribution Period during which they are to be paid as provided above. (h) For any quarterly period, any amounts paid with respect to the Series B Preferred Units in excess of the amount that would have been paid with respect to such Units for such period had they been converted into Common Units in accordance with the terms of Section 7 of this Schedule A are intended to constitute guaranteed payments within the meaning of Section 707(c) of the Code and shall not be treated as distributions for purposes of allocating Net Income and Net Loss or otherwise maintaining Capital Accounts.

Distributions. (a) With respect to Distributions on each Series B Preferred Unit shall be cumulative and shall accrue at the Series B Distribution Period Rate from the Series B Original Issue Date (or, (a) for any PIK Units, from the Series B Distribution Payment Date immediately preceding the issuance date of such Units and subject to the rights of the holders of (b) for any Series B Preferred Units ranking senior to issued after the Series B Original Issue Date (other than PIK Units), from the date of issuance of such Series B Preferred Units) until such time as the Partnership pays the Series B Distributions or on parity with the Series B Preferred UnitsUnits are converted to Common Units in full in accordance with Section 17.3(c), 17.4 or Section 17.6, whether or not such Series B Distributions shall have been declared, and distributions shall accrue on the holders amount of Series B Preferred Units Distributions in Arrears at the Series B Distribution Rate. Subject to the Delaware Act, Series B Holders shall be entitled to receivereceive Series B Distributions from time to time at the Series B Distribution Rate per Series B Preferred Unit, when, as, and if declared by the General Partner. Distributions, when, as and if declared by the General Partner, out of assets of Partner to be paid by the Partnership legally available for the payment of distributions, quarterly cumulative cash distributions in an amount per Series B Preferred Unit equal to the greater of (i) $1.0625 and (ii) the amount of the regular quarterly cash distribution for such Distribution Period upon the number of Common Units (or portion thereof) into which such Series B Preferred Unit is then convertible in accordance with this Section 7 of this Schedule A (but17.3, with respect to any Distribution Period ending after the Fifteenth Anniversary Date, no amount shall be paid monthly (except in respect of clause (ii) of this paragraph in respect the case of the portion of such initial payment) on each Series B Distribution Period occurring after the Fifteenth Anniversary Payment Date). Notwithstanding anything to the contrary contained herein, the amount of distributions described under each of clause (i) and (ii) of this paragraph for the initial Distribution Period, or any other period shorter than a full Distribution Period, Series B Distributions shall be prorated and computed payable based on the basis a 360-day year consisting of twelve 30-day months and a 360-day yearmonths. The distributions upon the All Series B Preferred Units for each Distribution Period shall, if and to the extent declared or authorized Distributions payable by the General Partner on behalf Partnership pursuant to this Section 17.3 shall be payable without regard to income of the Partnership, Partnership and shall be paid in arrears (without interest or other amount) on the Distribution Payment Date with respect thereto, and, if not paid on such date, shall accumulate, whether or not there are funds legally available treated for federal income tax purposes as guaranteed payments for the payment thereof and whether or not such distributions are declared or authorized. The record date for distributions upon use of capital under Section 707(c) of the Code. (b) Not later than 5:00 p.m., New York City time, on each Series B Preferred Units for any Distribution Period shall be the same as the record date for the distributions upon the Common Units for such Distribution Period (or, if no such record is set for the Common Units, the fifteenth day of the calendar month in which the applicable Distribution Payment Date falls). Accumulated and unpaid distributions for any past Distribution Periods to be declared and paid at any time, without reference to any Distribution Payment Date, to holders of record on such date, not exceeding 45 days preceding the payment date thereof, as may be fixed by the General Partner. Any distribution payment made upon the Partnership shall pay those Series B Preferred Units Distributions, if any, that shall first be credited against the earliest accumulated but unpaid distributions due with respect to such Units which remains payable. No interest, or sum of money in lieu of interest, shall be owing or payable in respect of any distribution payment or payments on the Series B Preferred Units, whether or not in arrears, including, without limitation, any distribution payment that is deferred pursuant to Section 5(g) of this Schedule A. (b) No distribution on the Series B Preferred Units shall be have been declared by the General Partner or paid or set apart to Series B Holders on the Record Date for payment by the Partnership at such time as applicable Series B Distribution. The Record Date (the terms and provisions of “Series B Distribution Record Date”) for any agreement of the Partnership, including any agreement relating to its indebtedness, prohibits such declaration, payment or setting apart for payment or provides that such declaration, payment or setting apart for payment would constitute a breach thereof, or a default thereunder, or if such declaration or Series B Distribution payment shall be restricted as of the closing of the National Securities Exchange on which the Common Units are listed or prohibited by law. Notwithstanding admitted to trading on the foregoinglast Business Day of each month immediately preceding the applicable Series B Distribution Payment Date, distributions on except that in the case of payments of Series B Distributions in Arrears, the Series B Preferred Units shall accumulate whether or not any of the foregoing restrictions exist. (c) Except as provided in Section 5(d) of this Schedule A, so long as any Distribution Record Date with respect to a Series B Preferred Units are outstanding, (i) no distributions (other than Distribution Payment Date shall be such date as may be designated by the General Partner in Common Units or other Units ranking junior to the Series B Preferred Units as to payment of distributions and amounts upon liquidation, dissolution or winding-up of the Partnership) accordance with this Article XVII. No distribution shall be declared or paid or set apart for payment upon the Common Units on any Junior Securities (other than a distribution payable solely in Junior Securities or any other class or series cash in lieu of partnership interests in the Partnership or Units ranking, as to payment of distributions or amounts distributable upon liquidation, dissolution or winding-up of the Partnership, on a parity with or junior to the Series B Preferred Units, for any period and (iifractional Junior Securities) no Common Units or other Units ranking junior to or on a parity with the Series B Preferred Units as to payment of distributions or amounts upon liquidation, dissolution or winding-up of the Partnership, shall be redeemed, purchased or otherwise acquired for any consideration (or any monies be paid to or made available for a sinking fund for the redemption of any such Units) by the Partnership (except by conversion into or exchange for other Units ranking junior to the Series B Preferred Units as to payment of distributions and amounts upon liquidation, dissolution or winding-up of the Partnership or by redemptions pursuant to Rights Agreements) unless, in the case of either clause (i) or (ii), unless full cumulative distributions have been or contemporaneously are being paid or provided for on all Outstanding Series B Preferred Units and any Parity Securities (including any Outstanding Series A Preferred Units) through the most recent respective distribution payment dates. Accumulated Series B Distributions in Arrears for any past Series B Distribution Period may be declared by the General Partner and paid on any date fixed by the General Partner, whether or not a Series B Distribution Payment Date, to Series B Holders on the Record Date for such payment, which may not be less than 10 days before such payment date. Subject to the next succeeding sentence, if all accumulated distributions in Arrears on all Outstanding Series B Preferred Units and any Parity Securities (including any Outstanding Series A Preferred Units) shall not have been declared and paid paid, or declared and a sum if sufficient funds for the payment thereof shall not have been set apart for such apart, payment of accumulated distributions in Arrears on the Series B Preferred Units for all Distribution Periods ending on or prior to the distribution payment date for the Common Units or such other class or series of Unit or the date of such redemption, purchase or other acquisition. (d) When distributions are not paid in full (or a sum sufficient for such full payment is not set apart for such payment) upon the Series B Preferred Units and any other partnership interests such Parity Securities (including any Outstanding Series A Preferred Units) shall be made in the Partnership or Units ranking on a parity as to order of their respective distribution payment of distributions dates, commencing with the earliest. If less than all distributions payable with respect to all Series B Preferred Units and any Parity Securities (including any Outstanding Series A Preferred Units) are paid, all distributions declared upon any partial payment shall be made Pro Rata with respect to the Series B Preferred Units and any other partnership interests Parity Securities (including any Outstanding Series A Preferred Units) entitled to a distribution payment at such time in proportion to the Partnership or Units ranking on a parity as to payment aggregate distribution amounts remaining due in respect of distributions with the Series B Preferred Units shall be declared pro rata so that the amount of distributions declared per Unit of such Series B Preferred Units and Parity Securities (including any Outstanding Series A Preferred Units) at such other partnership interests in the Partnership or Units shall in all cases bear time. Subject to each other the same ratio that accrued distributions per Unit on the Sections 12.4 and 17.6, Series B Preferred Units and such other partnership interests in the Partnership or Units (which shall not include any accumulation in respect of unpaid distributions for prior distribution periods if such Units do not have cumulative distributions) bear to each other. (e) Holders of Series B Preferred Units shall not be entitled to any distributionsdistribution, whether payable in cash, property or Unitsequity interests, in excess of full cumulative Series B Distributions. Except insofar as distributions accrue on the cumulative distributions amount of any Series B Distributions in Arrears as described in Section 5(a) above. (f) Distributions with 17.3(a), no interest or sum of money in lieu of interest shall be payable in respect to of any distribution payment which may be in Arrears on the Series B Preferred Units. If and for so long as the Series B Preferred Units are intended to qualify as permitted distributions held of cash that are not treated as a disguised sale within record by the meaning nominee of Treasury Regulation §1.707-4 and the provisions of this Schedule A Depositary, declared Series B Distributions shall be construed and applied consistently with such Treasury Regulationspaid to the Depositary in same-day funds on each Series B Distribution Payment Date or other interest payment date in the case of payments for Series B Distributions in Arrears. (gc) Notwithstanding anything If the Partnership elects to pay some or all of a Series B Distribution in PIK Units as permitted in this Agreement, it shall publicly announce that election on or before the Series B Distribution Record Date for which such election has been made and shall state in the announcement the amount of PIK Units or combination of cash and PIK Units to be paid per Series B Preferred Unit in connection with the Series B Distribution. Except as set forth in Section 17.3(c)(i) through (iii), when any PIK Units are payable to a Series B Holder pursuant to this Section 17.3, the Partnership shall issue the PIK Units to such holder as a distribution in accordance with Section 17.3(a) (the date of issuance of such PIK Units, the “PIK Payment Date”). On the PIK Payment Date, the Partnership shall issue to such Series B Holder a certificate or certificates for the number of PIK Units to which such Series B Holder shall be entitled, or, at the request of the holder, a notation in book entry form in the books of the Transfer Agent, and all such PIK Units shall, when so issued, be duly authorized, validly issued fully paid and non-assessable Limited Partner Interests in the Partnership, except as such non-assessability may be affected by Section 17-303,17-607 or 17-804 of the Delaware Act, and shall be free from preemptive rights and free of any lien, claim, rights or encumbrances, other than those arising under the Delaware Act or the Partnership Agreement. (i) In addition to the contrary contained herein conversion rights provided in Section 17.6, a Series B Eligible Holder shall have the right to elect to receive on the PIK Payment Date, instead of the PIK Units payable to the Series B Eligible Holder (but subject not instead of any cash payment that is declared), the number of Common Units into which all the PIK Units payable to that Series B Eligible Holder on that PIK Payment Date are then convertible. This right must be exercised by delivery of signed, written notice from the Series B Eligible Holder to the last sentence of Section 5(a) hereof)Partnership (or, if the distributions with respect to the Series B Preferred Units made on or prior to the second anniversary of the issuance of the Series B Preferred Units would result in any holder Eligible Holder are held of record by the nominee of the Depository, by complying with the applicable procedures of the Depositary for effecting the election), received no later than 10 days before the PIK Payment Date setting forth the number of Series B Preferred Units receivingthat the Series B Holder holds, an annual return certifying that the Series B Holder is a Series B Eligible Holder, and stating that it elects to receive Common Units instead of the PIK Units payable on that PIK Payment Date. Such a notice may also specify that it remains in effect for such holder’s “unreturned capital” (as defined Series B Eligible Holder with respect to all future PIK Payment Dates until it is revoked in writing by the Series B Eligible Holder no less than 10 days before the first PIK Payment Date for purposes of Treasury Regulation Section 1.707-4(a)) for a fiscal year (treating the fiscal year in which such second anniversary occurs as ending revocation is to be effective. (ii) If such an election is made pursuant to Section 17.3(c)(i), on the applicable PIK Payment Date, the Partnership shall issue to each validly electing Series B Holder a certificate or certificates for the number of Common Units to which such date) in excess Series B Holder shall be entitled instead of PIK Units, or, at the request of the Safe Harbor Rate (holder, a notation in book entry form in the books of the Transfer Agent, and all such Common Units shall, when so issued, be duly authorized, validly issued fully paid and non-assessable Limited Partner Interests in the Partnership, except as defined below)such non-assessability may be affected by Section 17-303,17-607 or 17-804 of the Delaware Act, then and shall be free from preemptive rights and free of any lien, claim, rights or encumbrances, other than those arising under the distributions Delaware Act or the Partnership Agreement. Instead of issuing any fractional Common Unit in lieu of a PIK Unit, all Common Units to such holder in excess of such Safe Harbor Rate will be deferred, will cumulate and will be paid, if and issued to the extent declared or authorized by Series B Holder shall be aggregated, and the General Partner resulting fractional Common Unit (if any) shall be rounded down to the nearest whole Common Unit and, subject to the Delaware Act, the Partnership shall pay cash in lieu of any fractional Common Unit not issued because of rounding based on behalf the value of a Common Unit as a portion of then-applicable Series B Issue Price, taking into account the Series B Conversion Ratio then in effect. (iii) The payment of the Partnership Common Units in lieu of the PIK units shall be treated as the simultaneous receipt and subject, conversion of the PIK Units into Common Units and subject to the provisions of Section 5(b17.6(d), (e) hereofand (f), but (for avoidance of doubt) not Section 17.6(c). Immediately upon any issuance of the Common Units in lieu of PIK Units, all rights of the electing Series B Holder in respect the PIK Units payable on that PIK Payment Date shall cease, and such electing Series B Holder shall be treated for all purposes as the earlier owner of Common Units. (d) For purposes of maintaining Capital Accounts, if the Partnership issues one or more PIK Units (or Common Units in lieu of PIK Units) with respect to occur of a Series B Preferred Unit, (i) the disposition of Partnership shall be treated as distributing cash with respect to such Series B Preferred Unit in an amount equal to the Series B Preferred Units to which such deferred distributions relate in a transaction in which the disposing holder recognizes taxable gain thereon or Distribution Rate and (ii) the first distribution payment date with respect holder of such Series B Preferred Unit shall be treated as having contributed to the Partnership in exchange for such newly issued PIK Units (or such newly issued Common Units) an amount of cash equal to the Series B Preferred Units following the second anniversary of the issuance of the Series B Preferred Units. For purposes of the foregoing, the “Safe Harbor Rate” shall equal 150% of the highest applicable federal rate, based on annual compounding, in effect for purposes of Section 1274(d) of the Code at any time between the date of the issuance of the Series B Preferred Units and the date on which the relevant distribution payment is made. Notwithstanding anything to the contrary contained herein, any distributions that are deferred under this Section 5(g) shall be deemed to have been paid in full for purposes of Sections 5(c) and (d) of this Schedule A until the end of the Distribution Period during which they are to be paid as provided above. (h) For any quarterly period, any amounts paid with respect to the Series B Preferred Units in excess of Rate less the amount that would have been of any cash paid with respect to such by the Partnership in lieu of fractional PIK Units for such period had they been converted into or fractional Common Units in accordance with the terms of Section 7 of this Schedule A are intended to constitute guaranteed payments within the meaning of Section 707(c) of the Code and shall not be treated as distributions for purposes of allocating Net Income and Net Loss or otherwise maintaining Capital AccountsUnits.

Distributions. (ai) With respect Pursuant to each Distribution Period and subject to the rights Section 6.1 of the holders of Preferred Units ranking senior to or on parity with the Series B Preferred UnitsPartnership Agreement, the holders of Series B Preferred Units shall be entitled to receive, when, as and if declared by the General Partner, out of assets of the Partnership funds legally available for the payment of distributionsthat purpose, quarterly cumulative distributions payable in cash distributions in an amount per Series B Preferred Unit equal to the greater of (ia) $1.0625 and 0.9063 per quarter (iiequivalent to $3.625 per annum) or (b) the amount of the regular quarterly cash distribution for such Distribution Period upon distributions paid or payable on the number of Common Units (Class A Units, or portion thereof) , into which such a Series B Preferred Unit is then convertible convertible, in accordance each case with Section 7 appropriate proration for partial quarters. The amount referred in clause (b) of this Schedule subsection C(i) with respect to each Distribution Period (as defined in subsection J below) shall be determined as of the applicable Distribution Payment Date (as defined in subsection J below) by multiplying the number of Class A Units, or portion thereof calculated to the fourth decimal point, into which a Series B Preferred Unit would be convertible at the opening of business on such Distribution Payment Date (butbased on the Conversion Price (as defined in subsection G below) then in effect) by the quarterly cash distribution payable or paid by the Partnership for such Distribution Period in respect of a Class A Unit outstanding as of the record date for the payment of distributions on the Class A Units with respect to such Distribution Period or, if different, with respect to the most recent quarterly period for which distributions with respect to the Class A Units have been declared by the Partnership. Such distributions shall be cumulative from the Issue Date (as defined in subsection J below), whether or not in any Distribution Period ending or Periods such distributions shall be authorized or there shall be funds of the Partnership legally available for the payment of such distributions, and shall be payable quarterly in arrears on the Distribution Payment Dates, commencing on the first Distribution Payment Date after the Fifteenth Anniversary Issue Date. Each such distribution shall be payable in arrears to the holders of record of the Series B Preferred Units, as they appear on the records of the Partnership at the close of business on a record date which shall be not less than 10 and not more than 60 days prior to the applicable Distribution Payment Date and shall be fixed by the Partnership, acting through the General Partner, to coincide with the record date for the regular quarterly distributions, if any, payable by the Partnership with respect to the Class A Units. Accumulated, accrued and unpaid distributions for any past Distribution Periods may be authorized and paid at any time, without reference to any regular Distribution Payment Date, no to holders of record on a given date, which date shall not precede by more than 45 days the payment date thereof, as may be fixed by the Partnership, acting through the General Partner. The amount of accumulated, accrued and unpaid distributions on any Series B Preferred Unit, or fraction thereof, at any date shall be paid in respect of clause (ii) of this paragraph in respect of the portion of such Distribution Period occurring after the Fifteenth Anniversary Date). Notwithstanding anything to the contrary contained herein, the amount of any distributions described under each thereon calculated at the applicable rate to and including such date, whether or not earned or authorized, which have not been paid in cash. The amount of clause (i) and (ii) of this paragraph distributions payable per Series B Preferred Unit for the initial Distribution Period, or any other period shorter or longer than a full Distribution Period, shall be prorated and computed ratably on the basis of twelve 30four 90-day months quarters and a 360364-day year. The distributions upon the Series B Preferred Units for each Distribution Period shall, if and to the extent declared or authorized by the General Partner on behalf of the Partnership, be paid in arrears (without interest or other amount) on the Distribution Payment Date with respect thereto, and, if not paid on such date, shall accumulate, whether or not there are funds legally available for the payment thereof and whether or not such distributions are declared or authorized. The record date for distributions upon the Series B Preferred Units for any Distribution Period shall be the same as the record date for the distributions upon the Common Units for such Distribution Period (or, if no such record is set for the Common Units, the fifteenth day of the calendar month in which the applicable Distribution Payment Date falls). Accumulated and unpaid distributions for any past Distribution Periods to be declared and paid at any time, without reference to any Distribution Payment Date, to holders of record on such date, not exceeding 45 days preceding the payment date thereof, as may be fixed by the General Partner. Any distribution payment made upon the Series B Preferred Units shall first be credited against the earliest accumulated but unpaid distributions due with respect to such Units which remains payable. No interest, or sum of money in lieu of interest, shall be owing or payable in respect of any distribution payment or payments on the Series B Preferred Units, whether or not in arrears, including, without limitation, any distribution payment that is deferred pursuant to Section 5(g) of this Schedule A.. (bii) No distribution on the Series B Preferred Units shall be declared by the General Partner authorized or paid or set apart for payment by the Partnership at such time as the terms and provisions of any agreement of the Partnership, including any agreement relating to its indebtedness, prohibits such declarationauthorization, payment or setting apart for payment or provides that such declarationauthorization, payment or setting apart for payment would constitute a breach thereof, or a default thereunder, or if such declaration authorization or payment shall be restricted or prohibited by law. No interest, or sum of money in lieu of interest, shall be payable in respect of any distribution payment or payments on the Series B Preferred Units which may be in arrears. Notwithstanding the foregoing, distributions on the Series B Preferred Units shall accumulate whether or not any of the foregoing restrictions exist, whether or not there are funds legally available for the payment thereof and whether or not such distributions are authorized. Accumulated but unpaid distributions on the Series B Preferred Units shall not bear interest and holders of the Series B Preferred Units shall not be entitled to any distributions in excess of full cumulative distributions. Any distribution payment made on the Series B Preferred Units shall first be credited against the earliest accumulated but unpaid distribution due with respect to such Series B Preferred Units which remains payable. (ciii) Except as provided in Section 5(dsubsection C(iv) of this Schedule Abelow, so long as any Series B Preferred Units are outstanding, (i) no distributions (other than in Common Class A Units or other Units Partnership Interests ranking junior to the Series B Preferred Units as to payment of distributions and amounts upon liquidation, dissolution or winding-winding up of the Partnership) shall be declared authorized or paid or set apart aside for payment nor shall any other distribution be authorized or made upon the Common Class A Units or any other class or series of partnership interests in the Partnership or Units Interests ranking, as to payment of distributions or amounts distributable upon liquidation, dissolution or winding-winding up of the Partnership, on a parity with or junior to the Series B Preferred Units, Units for any period unless full cumulative distributions have been or contemporaneously are authorized and (ii) no Common paid or authorized and a sum sufficient for the payment thereof set apart for such payment on the Series B Preferred Units for all past distribution periods and the then current distribution period, nor shall any Class A Units, or other Units any Partnership Interests ranking junior to or on a parity with the Series B Preferred Units as to payment of distributions or amounts upon liquidation, dissolution or winding-winding up of the Partnership, shall be redeemed, purchased or otherwise acquired for any consideration (or any monies be paid to or made available for a sinking fund for the redemption of any such UnitsPartnership Interests) by the Partnership or any other entity controlled directly or indirectly by the Partnership (except by conversion into or exchange for other Units Partnership Interests ranking junior to the Series B Preferred Units as to payment of distributions and amounts upon liquidation, dissolution or winding-winding up of the Partnership or by redemptions pursuant to Rights Agreements) unless, in the case of either clause (i) or (ii), full cumulative distributions have been or contemporaneously are declared and paid or declared and a sum sufficient for the payment thereof set apart for repurchase of Class A Units held by employees, officers or consultants of the Partnership (or their permitted transferees) that are subject to restrictive share purchase agreements under which the Partnership has the option or obligation to repurchase such payment on shares upon the Series B Preferred Units for all Distribution Periods ending on or prior to the distribution payment date for the Common Units or occurrence of certain events, such other class or series as termination of Unit or the date of such redemption, purchase or other acquisitionemployment). (div) When distributions are not paid in full (or a sum sufficient for such full payment is not so set apart for such paymentapart) upon the Series B Preferred Units and any other partnership interests in the Partnership or Units Interests ranking on a parity as to payment of distributions with the Series B Preferred Units, all distributions declared upon authorized with respect to the Series B Preferred Units and any other partnership interests in the Partnership or Units Interests ranking on a parity as to payment of distributions with the Series B Preferred Units shall be declared authorized pro rata so that the amount of distributions declared per Unit of authorized with respect to the Series B Preferred Units and such other partnership interests in the Partnership or Units Interests shall in all cases bear to each other the same ratio that accrued accumulated distributions per Unit on with respect to the Series B Preferred Units and such other partnership interests in the Partnership or Units Interests (which shall not include any accumulation in respect of unpaid distributions for prior distribution periods if such Units Partnership Interests do not have a cumulative distributionsdistribution) bear to each other. (ev) Holders of Series B Preferred Units shall not be entitled to any distributionsdistribution, whether payable in cash, property or Unitsshares, in excess of the full cumulative distributions described in Section 5(a) above. (f) Distributions with respect to on the Series B Preferred Units are intended to qualify as permitted described above. Accumulated but unpaid distributions of cash that are not treated as a disguised sale within the meaning of Treasury Regulation §1.707-4 and the provisions of this Schedule A shall be construed and applied consistently with such Treasury Regulations. (g) Notwithstanding anything to the contrary contained herein (but subject to the last sentence of Section 5(a) hereof), if the distributions with respect to on the Series B Preferred Units made on or prior to the second anniversary of the issuance of the Series B Preferred Units would result in any holder of Series B Preferred Units receiving, an annual return on such holder’s “unreturned capital” (will accumulate as defined for purposes of Treasury Regulation Section 1.707-4(a)) for a fiscal year (treating the fiscal year in which such second anniversary occurs as ending on such date) in excess of the Safe Harbor Rate (as defined below), then the distributions to such holder in excess of such Safe Harbor Rate will be deferred, will cumulate and will be paid, if and to the extent declared or authorized by the General Partner on behalf of the Partnership and subject, to the provisions of Section 5(b) hereof, on the earlier to occur of (i) the disposition of the Series B Preferred Units to which such deferred distributions relate in a transaction in which the disposing holder recognizes taxable gain thereon or (ii) the first distribution payment date with respect to the Series B Preferred Units following the second anniversary of the issuance of the Series B Preferred Units. For purposes of the foregoing, the “Safe Harbor Rate” shall equal 150% of the highest applicable federal rate, based on annual compounding, in effect for purposes of Section 1274(d) of the Code at any time between the date of the issuance of the Series B Preferred Units and the date on which the relevant distribution payment is made. Notwithstanding anything to the contrary contained herein, any distributions that are deferred under this Section 5(g) shall be deemed to have been paid in full for purposes of Sections 5(c) and (d) of this Schedule A until the end of the Distribution Period during Payment Date on which they are to be paid as provided abovefirst become payable. (h) For any quarterly period, any amounts paid with respect to the Series B Preferred Units in excess of the amount that would have been paid with respect to such Units for such period had they been converted into Common Units in accordance with the terms of Section 7 of this Schedule A are intended to constitute guaranteed payments within the meaning of Section 707(c) of the Code and shall not be treated as distributions for purposes of allocating Net Income and Net Loss or otherwise maintaining Capital Accounts.

Distributions. (a) With respect The Company shall distribute to each Distribution Period Member as promptly as practicable (and subject to in any event within forty-five (45) days) after the rights end of each of the holders first three (3) Fiscal Quarters of Preferred Units ranking senior each Fiscal Year of the Company an amount equal to or on parity with the Series B Preferred Unitssuch Member's Quarterly Tax Distribution for such Fiscal Quarter. In addition, the holders Company shall distribute to each Member as promptly as practicable (and in any event within forty-five (45) days) after the end of Series B Preferred Units shall be entitled to receive, when, as and if declared by the General Partner, out of assets of the Partnership legally available for the payment of distributions, quarterly cumulative cash distributions in each Fiscal Year an amount per Series B Preferred Unit equal to the greater excess, if any, of (i) $1.0625 and (ii) such Member's Proportionate Tax Share for such Fiscal Year over the aggregate amount of the regular quarterly cash distribution for Quarterly Tax Distributions made to such Distribution Period upon the number of Common Units (or portion thereof) into which such Series B Preferred Unit is then convertible in accordance with Section 7 of this Schedule A (but, with respect to any Distribution Period ending after the Fifteenth Anniversary Date, no amount shall be paid in respect of clause (ii) of this paragraph in respect of the portion of such Distribution Period occurring after the Fifteenth Anniversary Date). Notwithstanding anything to the contrary contained herein, the amount of distributions described under each of clause (i) and (ii) of this paragraph for the initial Distribution Period, or any other period shorter than a full Distribution Period, shall be prorated and computed on the basis of twelve 30-day months and a 360-day year. The distributions upon the Series B Preferred Units for each Distribution Period shall, if and to the extent declared or authorized by the General Partner on behalf of the Partnership, be paid in arrears (without interest or other amount) on the Distribution Payment Date with respect thereto, and, if not paid on such date, shall accumulate, whether or not there are funds legally available for the payment thereof and whether or not such distributions are declared or authorized. The record date for distributions upon the Series B Preferred Units for any Distribution Period shall be the same as the record date for the distributions upon the Common Units for such Distribution Period (or, if no such record is set for the Common Units, the fifteenth day of the calendar month in which the applicable Distribution Payment Date falls). Accumulated and unpaid distributions for any past Distribution Periods to be declared and paid at any time, without reference to any Distribution Payment Date, to holders of record on such date, not exceeding 45 days preceding the payment date thereof, as may be fixed by the General Partner. Any distribution payment made upon the Series B Preferred Units shall first be credited against the earliest accumulated but unpaid distributions due Member with respect to such Units which remains payable. No interest, or sum of money in lieu of interest, shall be owing or payable in respect of any distribution payment or payments on the Series B Preferred Units, whether or not in arrears, including, without limitation, any distribution payment that is deferred pursuant to Section 5(g) of this Schedule A.Fiscal Year. (b) No distribution on At the Series B Preferred Units end of each of the second Fiscal Quarter and the fourth Fiscal Quarter, the Board of Directors shall be declared by determine if a Leverage Ratio Deficit exists. If a Leverage Ratio Deficit exists, the General Partner or paid or set apart for payment by Board of Directors, as promptly as practicable after the Partnership at end of such time Fiscal Quarter, shall meet and take such action as the terms and provisions Directors deem necessary to reduce the Leverage Ratio Deficit to zero. If the Board of any agreement Directors fails to reduce the Leverage Ratio Deficit to zero within forty-five (45) days following the end of the Partnershipsecond or fourth Fiscal Quarter, including any agreement relating the Chief Executive Officer shall cause the Company to its indebtedness, prohibits such declaration, payment or setting apart distribute to the Members in proportion to their relative Percentage Interests an amount equal to the Minimum Leverage Distribution for payment or provides that such declaration, payment or setting apart for payment would constitute a breach thereof, or a default thereunder, or if such declaration or payment shall be restricted or prohibited by law. Notwithstanding the foregoing, distributions on the Series B Preferred Units shall accumulate whether or not any of the foregoing restrictions existapplicable six-month period. (c) Except as provided in Section 5(d) of this Schedule AAny distributions by the Company to the Members, so long as any Series B Preferred Units are outstanding, (i) no distributions (other than in Common Units or other Units ranking junior to the Series B Preferred Units as to payment of distributions Tax Distribution and amounts upon liquidation, dissolution or winding-up of the Partnership) shall be declared or paid or set apart for payment upon the Common Units or any other class or series of partnership interests in the Partnership or Units ranking, as to payment of distributions or amounts distributable upon liquidation, dissolution or winding-up of the Partnership, on a parity with or junior to the Series B Preferred Units, for any period and (ii) no Common Units or other Units ranking junior to or on a parity with the Series B Preferred Units as to payment of distributions or amounts upon liquidation, dissolution or winding-up of the PartnershipMinimum Leverage Distribution, shall be redeemed, purchased or otherwise acquired for any consideration (or any monies be paid to or made available for a sinking fund for payable at the redemption of any such Units) by the Partnership (except by conversion into or exchange for other Units ranking junior to the Series B Preferred Units as to payment of distributions and amounts upon liquidation, dissolution or winding-up discretion of the Partnership or by redemptions pursuant to Rights Agreements) unless, in the case Board of either clause (i) or (ii), full cumulative distributions have been or contemporaneously are declared and paid or declared and a sum sufficient for the payment thereof set apart for such payment on the Series B Preferred Units for all Distribution Periods ending on or prior to the distribution payment date for the Common Units or such other class or series of Unit or the date of such redemption, purchase or other acquisitionDirectors. (d) When distributions are not paid in full (To the extent the Company is required by law to withhold or a sum sufficient for to make tax payments on behalf of or with respect to any Member, the Company may withhold such full payment is not set apart for amounts and make such payment) upon the Series B Preferred Units and tax payments as so required. For purposes of this Agreement, any other partnership interests in the Partnership such payments or Units ranking on a parity as to payment of distributions with the Series B Preferred Units, all distributions declared upon the Series B Preferred Units and any other partnership interests in the Partnership or Units ranking on a parity as to payment of distributions with the Series B Preferred Units withholdings shall be declared pro rata so that treated as a distribution to the amount Member on behalf of distributions declared per Unit of Series B Preferred Units and such other partnership interests in whom the Partnership withholding or Units shall in all cases bear to each other the same ratio that accrued distributions per Unit on the Series B Preferred Units and such other partnership interests in the Partnership or Units (which shall not include any accumulation in respect of unpaid distributions for prior distribution periods if such Units do not have cumulative distributions) bear to each otherpayment was made. (e) Holders of Series B Preferred Units shall not be entitled to any distributions, whether payable in cash, property or Units, in excess of the cumulative distributions described in Section 5(a) above. (f) Distributions with respect to the Series B Preferred Units are intended to qualify as permitted distributions of cash that are not treated as a disguised sale within the meaning of Treasury Regulation §1.707-4 and the provisions of this Schedule A shall be construed and applied consistently with such Treasury Regulations. (g) Notwithstanding anything to the contrary contained herein (but subject in this Section 9.2, the Company shall not make any distribution to the last sentence of Section 5(aMembers which would render the Company insolvent or which is otherwise prohibited by applicable law. (f) hereof), if the distributions with respect to the Series B Preferred Units made on or prior to the second anniversary of the issuance of the Series B Preferred Units would result in any holder of Series B Preferred Units receiving, an annual return on such holder’s “unreturned capital” (as defined for purposes of Treasury Regulation Section 1.707-4(a)) for a fiscal year (treating the fiscal year in which such second anniversary occurs as ending on such date) in excess of the Safe Harbor Rate (as defined below), then the distributions to such holder in excess of such Safe Harbor Rate will be deferred, will cumulate and will be paid, if and to the extent declared or authorized by the General Partner on behalf of the Partnership and subject, to the provisions of Section 5(b) hereof, on the earlier to occur of (i) the disposition of the Series B Preferred Units to which such deferred distributions relate in a transaction in which the disposing holder recognizes taxable gain thereon or (ii) the first distribution payment date with respect to the Series B Preferred Units following the second anniversary of the issuance of the Series B Preferred Units. For purposes of the foregoing, the “Safe Harbor Rate” shall equal 150% of the highest applicable federal rate, based on annual compounding, in effect for purposes of Section 1274(d) of the Code at any time between the date of the issuance of the Series B Preferred Units and the date on which the relevant distribution payment is made. Notwithstanding anything to the contrary contained hereinin this Agreement, any distributions that are deferred under this Section 5(g) shall be deemed to have been paid in full for purposes of Sections 5(c) and (d) of this Schedule A until the end of the Distribution Period during which they are to be paid as provided above. (h) For any quarterly period, any amounts paid with respect to the Series B Preferred Units in excess of the amount that would have been paid with respect to such Units for such period had they been converted into Common Units in accordance with the terms of Section 7 of this Schedule A are intended to constitute guaranteed payments within the meaning of Section 707(c) 6.16 of the Code Contribution Agreement, (i) the Company shall secure, by the Closing Date or as soon as practicable thereafter, bank credit facilities or other credit of $1,670,000,000 (or such lesser amount as would allow the Company to maintain an investment-grade debt rating) on reasonably available commercial terms agreeable to the Members (the "Initial Financing"); and (ii) upon the funding of the Initial Financing, the Company shall distribute the net proceeds of the Initial Financing as follows: an aggregate of 50% of the net proceeds of the Initial Financing to the Class P Members (to each Class P Member in the ratio of its Percentage Interest to the sum of the Percentage Interests of all Class P Members as of the Closing Date) and an aggregate of 50% of the net proceeds of the Initial Financing to the Class C Members (to each Class C Member in the ratio of its Percentage Interest to the sum of the Percentage Interests of all Class C Members as of the Closing Date); provided, however, that if the Percentage Interests of the Class P Members and the Class C Members have not been determined as of the date of such distribution, then the Company shall distribute the net proceeds of the Initial Financing that are distributable to the Class P Members to the Initial Phil▇▇▇▇ ▇▇▇ber as agent for such Class P Members and shall not distribute the net proceeds of the Initial Financing that are distributable to the Class C Members to the Initial Chevron Member as agent for such Class C Members, and the Initial Phil▇▇▇▇ ▇▇▇ber will transfer such proceeds to each such Class P Member in the ratio of its Percentage Interest to the sum of the Percentage Interests of all Class P Members and the Initial Chevron Member will transfer such proceeds to each such Class C Member in the ratio of its Percentage Interest to the sum of the Percentage Interests of all Class C Members when such Percentage Interests are fixed; provided further, however, that the aggregate amount distributed to the Class P Members shall be treated reduced by (A) the sum of any indebtedness of P Chem (as distributions for purposes defined in the Contribution Agreement) as of allocating Net Income the Closing Date other than indebtedness of the entities set forth on Schedule 6.16 of the Phil▇▇▇▇ ▇▇▇closure Schedule to the Contribution Agreement and Net Loss other than debt incurred in the ordinary course of business (pursuant to financial arrangements or otherwise maintaining Capital Accounts.plans previously disclosed to Chevron) by such entities and (B) the SOLP adjustment amount set forth on Schedule 6.16 of the Phil▇▇▇▇ ▇▇▇closure

Distributions. (ai) With respect to each Distribution Period and subject to the rights The holders of the holders of Preferred Units ranking senior to or on parity with the then outstanding Series B Preferred Units, the holders of Series B D-1 Preferred Units shall be entitled to receive, when, as and if declared by the General Partner, out distributions payable in cash at the rate per annum of assets of the Partnership legally available for the payment of distributions, quarterly cumulative cash distributions in an amount $2.125 per Series B D-1 Preferred Unit equal (the "Annual Distribution Rate"). Such distributions with respect to the greater of (i) $1.0625 and each (ii) the The amount of the regular quarterly cash distribution dividends payable for such each full Distribution Period upon for the number of Common Series D-1 Preferred Units (or portion thereofother than the initial Distribution Period) into which such Series B Preferred Unit is then convertible in accordance with Section 7 of this Schedule A (but, with respect to any Distribution Period ending after the Fifteenth Anniversary Date, no amount shall be paid in respect of clause (ii) of this paragraph in respect of computed by dividing the portion of such Annual Distribution Period occurring after the Fifteenth Anniversary Date)Rate by four. Notwithstanding anything to the contrary contained herein, the The amount of distributions described under each of clause (i) and (ii) of this paragraph payable for the initial Distribution Period, or any other period shorter or longer than a full Distribution Period, on the Series D-1 Preferred Units shall be prorated and computed on the basis of twelve 30-day months and a 360-day year. The distributions upon the Series B Preferred Units for each Distribution Period shall, if and to the extent declared or authorized by the General Partner on behalf holders of the Partnership, be paid in arrears (without interest or other amount) on the Distribution Payment Date with respect thereto, and, if not paid on such date, shall accumulate, whether or not there are funds legally available for the payment thereof and whether or not such distributions are declared or authorized. The record date for distributions upon the then outstanding Series B Preferred Units for any Distribution Period shall be the same as the record date for the distributions upon the Common Units for such Distribution Period (or, if no such record is set for the Common Units, the fifteenth day of the calendar month in which the applicable Distribution Payment Date falls). Accumulated and unpaid distributions for any past Distribution Periods to be declared and paid at any time, without reference to any Distribution Payment Date, to holders of record on such date, not exceeding 45 days preceding the payment date thereof, as may be fixed by the General Partner. Any distribution payment made upon the Series B D-1 Preferred Units shall first not be credited against entitled to any distributions, whether payable in cash, property or securities, in excess of cumulative distributions, as herein provided, on the earliest accumulated but unpaid distributions due with respect to such Units which remains payableSeries D-1 Preferred Units. No interest, or sum of money in lieu of interest, shall be owing or payable in respect of any distribution payment or payments on the Series B D-1 Preferred Units, whether or not Units that may be in arrears, including, without limitation, any distribution payment that is deferred pursuant to Section 5(g) of this Schedule A. (b) No distribution on the Series B Preferred Units shall be declared by the General Partner or paid or set apart for payment by the Partnership at such time as the terms and provisions of any agreement of the Partnership, including any agreement relating to its indebtedness, prohibits such declaration, payment or setting apart for payment or provides that such declaration, payment or setting apart for payment would constitute a breach thereof, or a default thereunder, or if such declaration or payment shall be restricted or prohibited by law. Notwithstanding the foregoing, distributions on the Series B Preferred Units shall accumulate whether or not any of the foregoing restrictions exist. (ciii) Except as provided in Section 5(d) of this Schedule A, so So long as any Series B D-1 Preferred Units are outstanding, (i) no distributions (other than distributions, except as described in Common Units or other Units ranking junior to the Series B Preferred Units as to payment of distributions and amounts upon liquidationimmediately following sentence, dissolution or winding-up of the Partnership) shall be declared or paid or set apart for payment upon the Common Units on any series or any other class or series classes of partnership interests in the Partnership or Parity Units ranking, (as to payment of distributions or amounts distributable upon liquidation, dissolution or winding-up of the Partnership, on a parity with or junior to the Series B Preferred Units, defined below) for any period and (ii) no Common Units or other Units ranking junior to or on a parity with the Series B Preferred Units as to payment of distributions or amounts upon liquidation, dissolution or winding-up of the Partnership, shall be redeemed, purchased or otherwise acquired for any consideration (or any monies be paid to or made available for a sinking fund for the redemption of any such Units) by the Partnership (except by conversion into or exchange for other Units ranking junior to the Series B Preferred Units as to payment of distributions and amounts upon liquidation, dissolution or winding-up of the Partnership or by redemptions pursuant to Rights Agreements) unless, in the case of either clause (i) or (ii), unless full cumulative distributions have been or contemporaneously are declared and paid or declared and a sum sufficient for the payment thereof set apart for such payment on the Series B D-1 Preferred Units for all Distribution Periods ending terminating on or prior to the distribution payment date for the Common Units or on such other class or series of Unit or the date of such redemption, purchase or other acquisition. (d) Parity Units. When distributions are not paid in full (or a sum sufficient for such full payment is not set apart, as aforesaid, all distributions declared upon Series D-1 Preferred Units and all distributions declared upon any other series or class or classes of Parity Units shall be declared ratably in proportion to the respective amounts of distributions accumulated and unpaid on the Series D-1 Preferred Units and such Parity Units. (iv) So long as any Series D-1 Preferred Units are outstanding, no distributions (other than distributions paid solely in Junior Units or options, warrants or rights to subscribe for or purchase Junior Units) shall be declared or paid or set apart for payment or other distribution declared or made upon Junior Units, nor shall any Junior Units be redeemed, purchased or otherwise acquired (other than a redemption, purchase or other acquisition of Junior Units made in respect of a redemption, purchase or other acquisition of Common Shares made for purposes of and in compliance with requirements of an employee incentive or benefit plan of the General Partner or any -4- 9 subsidiary, or as permitted under Article VI of the Declaration of Trust of the General Partner), for any consideration (or any moneys to be paid to or made available for a sinking fund for the redemption of any such paymentJunior Units) upon by the General Partner, directly or indirectly (except by conversion into or exchange for Junior Units), unless in each case (a) the full cumulative distributions on all outstanding Series B D-1 Preferred Units and any other partnership interests in Parity Units of the Partnership shall have been paid or Units ranking on a parity as to set apart for payment of distributions with the Series B Preferred Units, for all distributions declared upon the Series B Preferred Units and any other partnership interests in the Partnership or Units ranking on a parity as to payment of distributions with the Series B Preferred Units shall be declared pro rata so that the amount of distributions declared per Unit of Series B Preferred Units and such other partnership interests in the Partnership or Units shall in all cases bear to each other the same ratio that accrued distributions per Unit on the Series B Preferred Units and such other partnership interests in the Partnership or Units (which shall not include any accumulation in respect of unpaid distributions for prior distribution periods if such Units do not have cumulative distributions) bear to each other. (e) Holders of Series B Preferred Units shall not be entitled to any distributions, whether payable in cash, property or Units, in excess of the cumulative distributions described in Section 5(a) above. (f) Distributions past Distribution Periods with respect to the Series B D-1 Preferred Units are intended and all past distribution periods with respect to qualify as permitted distributions such Parity Units and (b) sufficient funds shall have been paid or set apart for the payment of cash that are not treated as a disguised sale within the meaning of Treasury Regulation §1.707-4 and distribution for the provisions of this Schedule A shall be construed and applied consistently with such Treasury Regulations. (g) Notwithstanding anything to the contrary contained herein (but subject to the last sentence of Section 5(a) hereof), if the distributions current Distribution Period with respect to the Series B Preferred Units made on or prior to the second anniversary of the issuance of the Series B Preferred Units would result in any holder of Series B Preferred Units receiving, an annual return on such holder’s “unreturned capital” (as defined for purposes of Treasury Regulation Section 1.707-4(a)) for a fiscal year (treating the fiscal year in which such second anniversary occurs as ending on such date) in excess of the Safe Harbor Rate (as defined below), then the distributions to such holder in excess of such Safe Harbor Rate will be deferred, will cumulate and will be paid, if and to the extent declared or authorized by the General Partner on behalf of the Partnership and subject, to the provisions of Section 5(b) hereof, on the earlier to occur of (i) the disposition of the Series B Preferred Units to which such deferred distributions relate in a transaction in which the disposing holder recognizes taxable gain thereon or (ii) the first distribution payment date with respect to the Series B Preferred Units following the second anniversary of the issuance of the Series B Preferred Units. For purposes of the foregoing, the “Safe Harbor Rate” shall equal 150% of the highest applicable federal rate, based on annual compounding, in effect for purposes of Section 1274(d) of the Code at any time between the date of the issuance of the Series B D-1 Preferred Units and the date on which the relevant distribution payment is made. Notwithstanding anything to the contrary contained herein, any distributions that are deferred under this Section 5(g) shall be deemed to have been paid in full for purposes of Sections 5(c) and (d) of this Schedule A until the end of the Distribution Period during which they are to be paid as provided aboveParity Units. (h) For any quarterly period, any amounts paid with respect to the Series B Preferred Units in excess of the amount that would have been paid with respect to such Units for such period had they been converted into Common Units in accordance with the terms of Section 7 of this Schedule A are intended to constitute guaranteed payments within the meaning of Section 707(c) of the Code and shall not be treated as distributions for purposes of allocating Net Income and Net Loss or otherwise maintaining Capital Accounts.

Distributions. (a) With respect to each Distribution Period and subject to the rights of the holders of Preferred Units ranking senior to or on parity with the Series B C Preferred Units, the holders of Series B C Preferred Units shall be entitled to receive, when, as and if declared by the General Partner, out of assets of the Partnership legally available for the payment of distributions, quarterly cumulative cash distributions in an amount per Series B C Preferred Unit equal to the greater of (i) $1.0625 0.8750 (the "Base Quarterly Distribution") and (ii) the amount of the regular quarterly cash distribution for such Distribution Period upon the number of Common Units (or portion thereof) into which such Series B C Preferred Unit is then convertible in accordance with Section 7 of this Schedule A (but, with respect to any Distribution Period ending after the Fifteenth Anniversary Date, no amount shall be paid in respect of clause (ii) of this paragraph in respect of the portion of such Distribution Period occurring after the Fifteenth Anniversary Date). A. Notwithstanding anything to the contrary contained herein, the amount of distributions described under each of clause (i) and (ii) of this paragraph for the initial Distribution Period, or any other period shorter than a full Distribution Period, shall be prorated and computed on the basis of twelve 30-day months and a 360-day year. Such distributions shall, with respect to each Series C Preferred Unit, accrue from its issue date, whether or not in, or with respect to, any Distribution Period or Periods (A) the distributions described above are declared, (B) the Partnership is contractually prohibited from paying such distributions or (C) there shall be assets of the Partnership legally available for the payment of such distributions. The distributions upon the Series B C Preferred Units for each Distribution Period shall, if and to the extent declared or authorized by the General Partner on behalf of the Partnership, be paid in arrears (without interest or other amount) on the Distribution Payment Date with respect thereto, and, if not paid on such date, shall accumulate, whether or not in, or with respect to, any Distribution Period or Periods (X) the distributions are declared, (Y) the Partnership is contractually prohibited from paying such distributions or (Z) there are funds shall be assets of the Partnership legally available for the payment thereof and whether or not of such distributions are declared or authorizeddistributions. The record date for distributions upon the Series B C Preferred Units for any Distribution Period shall be the same as the record date for the distributions upon the Common Units for such Distribution Period (or, if no such record date is set for the Common Units, the fifteenth day of the calendar month in which the applicable Distribution Payment Date fallsfalls if prior to such Distribution Payment Date; otherwise, the fifteenth day of the immediately preceding calendar month). Accumulated and unpaid distributions for any past Distribution Periods to may be declared and paid at any time, without reference to any Distribution Payment Date, to holders of record on such date, not exceeding 45 days preceding the payment date thereof, as may be fixed by the General Partner. Any distribution payment made upon the Series B C Preferred Units shall first be credited against the earliest accumulated accrued but unpaid distributions due with respect to such Units which remains payable. No interest, or sum of money in lieu of interest, shall be owing or payable in respect of any distribution payment or payments on the Series B C Preferred Units, whether or not in arrears, including, without limitation, any distribution payment that is deferred pursuant to Section 5(g) of this Schedule A.. (b) No distribution on the Series B C Preferred Units shall be declared by the General Partner or paid or set apart for payment by the Partnership at such time as the terms and provisions of any bona fide agreement of the Partnership, including any agreement relating to its bona fide indebtedness, prohibits such declaration, payment or setting apart for payment or provides that such declaration, payment or setting apart for payment would constitute a breach thereof, or a default thereunder, or if such declaration or payment shall be restricted or prohibited by lawlaw (and such failure to pay distributions on the Series C Preferred Units shall prohibit other distributions by the Partnership as described in Sections 5(c) or (d) of this Schedule A). Notwithstanding the foregoing, distributions on the Series B C Preferred Units shall accumulate whether or not any of the foregoing restrictions exist. (c) Except as provided in Section 5(d) of this Schedule A, so long as any Series B C Preferred Units are outstanding, (i) no distributions (other than in Common Units or other Units ranking junior to the Series B C Preferred Units as to payment of distributions and amounts upon liquidation, dissolution or winding-up of the Partnership) shall be declared or paid or set apart for payment upon the Common Units or any other class or series of partnership interests in the Partnership or Units ranking, as to payment of distributions or amounts distributable upon liquidation, dissolution or winding-up of the Partnership, on a parity with or junior to the Series B C Preferred Units, for any period and (ii) no Common Units or other Units ranking junior to or on a parity with the Series B C Preferred Units as to payment of distributions or amounts upon liquidation, dissolution or winding-up of the Partnership, Partnership shall be redeemed, purchased or otherwise acquired for any consideration (or any monies be paid to or made available for a sinking fund for the redemption of any such Units) by the Partnership (except by conversion into or exchange for other Units ranking junior to the Series B C Preferred Units as to payment of distributions and amounts upon liquidation, dissolution or winding-up of the Partnership or by redemptions pursuant to Rights Agreements) unless, in the case of either clause (i) or (ii), full cumulative distributions have been or contemporaneously are declared and paid or declared and a sum sufficient for the payment thereof set apart for such payment on the Series B C Preferred Units for all Distribution Periods ending on or prior to the distribution payment date for the Common Units or such other class or series of Unit or the date of such redemption, purchase or other acquisition. (d) When distributions are not paid in full (or a sum sufficient for such full payment is not set apart for such payment) upon the Series B C Preferred Units and any other partnership interests in the Partnership or Units ranking on a parity as to payment of distributions with the Series B C Preferred Units, all distributions declared upon the Series B C Preferred Units and any other partnership interests in the Partnership or Units ranking on a parity as to payment of distributions with the Series B C Preferred Units shall be declared pro rata so that the amount of distributions declared per Unit of Series B C Preferred Units and such other partnership interests in the Partnership or Units shall in all cases bear to each other the same ratio that accrued and unpaid distributions per Unit on the Series B C Preferred Units and such other partnership interests in the Partnership or Units (which shall not include any accumulation in respect of unpaid distributions for prior distribution periods if such Units do not have cumulative distributions) bear to each other. (e) Holders of Series B C Preferred Units shall not be entitled to any distributions, whether payable in cash, property or Units, in excess of the cumulative distributions described in Section 5(a) above. (f) Distributions with respect to the Series B C Preferred Units are intended to qualify as permitted distributions of cash that are not treated as a disguised sale within the meaning of Treasury Regulation §Section 1.707-4 and the provisions of this Schedule A shall be construed and applied consistently with such Treasury Regulations. (g) Notwithstanding anything to the contrary contained herein (but subject to the last sentence of Section 5(a) hereof), if the distributions with respect to the Series B Preferred Units made on or prior to the second anniversary of the issuance of the Series B Preferred Units would result in any holder of Series B Preferred Units receiving, an annual return on such holder’s “unreturned capital” (as defined for purposes of Treasury Regulation Section 1.707-4(a)) for a fiscal year (treating the fiscal year in which such second anniversary occurs as ending on such date) in excess of the Safe Harbor Rate (as defined below), then the distributions to such holder in excess of such Safe Harbor Rate will be deferred, will cumulate and will be paid, if and to the extent declared or authorized by the General Partner on behalf of the Partnership and subject, to the provisions of Section 5(b) hereof, on the earlier to occur of (i) the disposition of the Series B Preferred Units to which such deferred distributions relate in a transaction in which the disposing holder recognizes taxable gain thereon or (ii) the first distribution payment date with respect to the Series B Preferred Units following the second anniversary of the issuance of the Series B Preferred Units. For purposes of the foregoing, the “Safe Harbor Rate” shall equal 150% of the highest applicable federal rate, based on annual compounding, in effect for purposes of Section 1274(d) of the Code at any time between the date of the issuance of the Series B Preferred Units and the date on which the relevant distribution payment is made. Notwithstanding anything to the contrary contained herein, any distributions that are deferred under this Section 5(g) shall be deemed to have been paid in full for purposes of Sections 5(c) and (d) of this Schedule A until the end of the Distribution Period during which they are to be paid as provided above. (h) For any quarterly period, any amounts paid with respect to the Series B Preferred Units in excess of the amount that would have been paid with respect to such Units for such period had they been converted into Common Units in accordance with the terms of Section 7 of this Schedule A are intended to constitute guaranteed payments within the meaning of Section 707(c) of the Code and shall not be treated as distributions for purposes of allocating Net Income and Net Loss or otherwise maintaining Capital Accounts.

Distributions. (ai) With respect to each Distribution Period and subject Subject to the rights of the holders of Preferred the Parity Units ranking senior as to or on parity with the Series B Preferred Unitspayments of distributions, the holders of Series B D Preferred Units shall will be entitled to receive, when, as and if declared by the General PartnerPartnership, out of assets acting through the Company as the sole general partner of the Partnership legally available for the payment of distributionsPartnership, quarterly cumulative preferential cash distributions in an amount at the rate per annum of 9.30% of the original Capital Contribution per Series B D Preferred Unit equal to Unit. Distributions shall be cumulative, shall accrue from the greater original date of issuance (the "Issue Date") and shall be payable (A) quarterly in arrears (such quarterly periods, for purposes of payment and accrual shall be the quarterly periods ending on the dates specified in this sentence and not calendar quarters), on the 15th day of February, May, August and November of each year and (B) in the event of (i) $1.0625 and an exchange of Series D Preferred Units into shares of Series D Preferred Stock, or (ii) upon a redemption of Series D Preferred Units, on the amount of the regular quarterly cash distribution for such exchange date or redemption date (each a "Distribution Period upon the number of Common Units (or portion thereof) into which such Series B Preferred Unit is then convertible in accordance with Section 7 of this Schedule A (butPayment Date"), with respect to any Distribution Period ending after the Fifteenth Anniversary Datecommencing on August 15, no amount shall be paid in respect of clause (ii) of this paragraph in respect of the portion of such Distribution Period occurring after the Fifteenth Anniversary Date)1999. Notwithstanding anything to the contrary contained herein, the The amount of distributions described under each of clause (i) and (ii) of this paragraph payable for the initial Distribution Period, or any other period shorter than a full Distribution Period, shall will be prorated and computed on the basis of a 360- day year of twelve 30-day months and for any period shorter than a 360-day yearfull quarterly period for which distributions are computed, the amount of the distribution payable will be computed based on the ratio of the actual number of days elapsed in such quarterly period to ninety (90) days. The If any date on which distributions upon are to be made on the Series B D Preferred Units for each Distribution Period shallis not a Business Day, if and to the extent declared or authorized by the General Partner on behalf then payment of the Partnership, distribution to be paid in arrears made on such date will be made on the next succeeding day that is a Business Day (and without any interest or other amount) on the Distribution Payment Date with respect thereto, and, if not paid on such date, shall accumulate, whether or not there are funds legally available for the payment thereof and whether or not such distributions are declared or authorized. The record date for distributions upon the Series B Preferred Units for any Distribution Period shall be the same as the record date for the distributions upon the Common Units for such Distribution Period (or, if no such record is set for the Common Units, the fifteenth day of the calendar month in which the applicable Distribution Payment Date falls). Accumulated and unpaid distributions for any past Distribution Periods to be declared and paid at any time, without reference to any Distribution Payment Date, to holders of record on such date, not exceeding 45 days preceding the payment date thereof, as may be fixed by the General Partner. Any distribution payment made upon the Series B Preferred Units shall first be credited against the earliest accumulated but unpaid distributions due with respect to such Units which remains payable. No interest, or sum of money in lieu of interest, shall be owing or payable in respect of any distribution such delay) except that, if such Business Day is in the next succeeding calendar year, such payment or payments shall be made on the immediately preceding Business Day, in each case with the same force and effect as if made on such date. Distributions on the Series B D Preferred UnitsUnits will be made to the holders of record of the Series D Preferred Units on the relevant record dates, whether or not in arrearswhich, includingunless otherwise provided by the Company with respect to any distribution, without limitation, any distribution payment that is deferred pursuant will be 15 Business Days prior to Section 5(g) of this Schedule A.the relevant Distribution Payment Date. (bii) No distribution distributions on the Series B D Preferred Units shall be declared by the General Partner or paid or set apart for payment by the Partnership at such time as the terms and provisions of any agreement of the Partnership, including any agreement relating to its indebtedness, prohibits such declaration, payment or setting apart for payment or provides that such declaration, payment or setting apart for payment would constitute a breach thereof, thereof or a default thereunder, or of if such declaration declaration, payment or setting apart for payment shall be restricted or prohibited by law. . (iii) Notwithstanding the foregoing, distributions on the Series B D Preferred Units shall accumulate will accrue whether or not the terms and provisions set forth in Section 2.C(ii) hereof at any time prohibit the current payment of distributions, whether or not the Company has earnings, whether or not there are funds legally available for the payment of such distributions and whether or not such distributions are authorized. Accrued but unpaid distributions on the Series D Preferred Units will accumulate as of the foregoing restrictions existDistribution Payment Date on which they first become payable. Accumulated and unpaid distributions will not bear interest. (civ) Except as provided in Section 5(d) of this Schedule A, so So long as any Series B D Preferred Units are Unit is outstanding, (i) no distributions (other than in Common Units distribution of cash or other Units property shall be authorized, declared, paid or set apart for payment on or with respect to any class or series of Partnership Interests ranking junior to the Series B D Preferred Units as provided in this Section 2 (such Partnership Interests, collectively, "Junior Units"), nor shall any cash or other property be set aside for or applied to the purchase, redemption or other acquisition for consideration of any Series D Preferred Units, any Parity Units with respect to distributions or any Junior Units, unless, in each case, all distributions accumulated on all Series D Preferred Units and all classes and series of outstanding Parity Units as to payment of distributions and amounts upon liquidation, dissolution or winding-up of the Partnershiphave been paid in full. The foregoing sentence will not prohibit (i) shall be declared or paid or set apart for payment upon the Common Units or any other class or series of partnership interests distributions payable solely in the Partnership or Units ranking, as to payment of distributions or amounts distributable upon liquidation, dissolution or winding-up of the Partnership, on a parity with or junior to the Series B Preferred Junior Units, for any period and (ii) no Common the conversion of Junior Units or other Parity Units ranking junior to into Common Stock or on a parity Preferred Stock of the Company in accordance with the Series B Preferred exchange rights of such Junior Units as to payment of distributions or amounts upon liquidationParity Units, dissolution or winding-up of the Partnership, shall be redeemed, purchased or otherwise acquired for any consideration (or any monies be paid to or made available for a sinking fund for the redemption of any such Units) by the Partnership (except by conversion into or exchange for other Units ranking junior to the Series B Preferred Units as to payment of distributions and amounts upon liquidation, dissolution or winding-up of the Partnership or by redemptions pursuant to Rights Agreements) unless, in the case of either clause (i) or (ii), full cumulative distributions have been or contemporaneously are declared and paid or declared and a sum sufficient for iii) the payment thereof set apart for such payment on the Series B Preferred Units for all Distribution Periods ending on or prior to the distribution payment date for the Common Units or such other class or series of Unit or the date of such redemption, purchase or other acquisitionacquisition of Junior Units made for purposes of and in compliance with requirements of an employee incentive or benefit plan of the Company or any subsidiary of the Partnership or the Company. (dv) When So long as distributions are have not been paid in full (or a sum sufficient for such full payment is not so set apart for such paymentapart) upon the Series B Preferred Units and any other partnership interests in the Partnership or Units ranking on a parity as to payment of distributions with the Series B D Preferred Units, all distributions authorized and declared upon on the Series B D Preferred Units and any other partnership interests in the Partnership all classes or Units ranking on a parity as to payment series of distributions with the Series B Preferred outstanding Parity Units shall be authorized and declared pro rata so that the amount of distributions authorized and declared per Unit share of Series B D Preferred Units and such other partnership interests in the Partnership classes or series of Parity Units shall in all cases bear to each other the same ratio that accrued distributions per Unit share on the Series B D Preferred Units and such other partnership interests in the Partnership classes or series of Parity Units (which shall not include any accumulation in respect of unpaid distributions for prior distribution periods if such class or series of Parity Units do not have cumulative distributionsdistribution rights) bear to each other. (evi) Holders of Series B D Preferred Units shall not be entitled to any distributions, whether payable in cash, other property or Unitsotherwise, in excess of the full cumulative distributions described in Section 5(a) aboveherein. (f) Distributions with respect to the Series B Preferred Units are intended to qualify as permitted distributions of cash that are not treated as a disguised sale within the meaning of Treasury Regulation §1.707-4 and the provisions of this Schedule A shall be construed and applied consistently with such Treasury Regulations. (g) Notwithstanding anything to the contrary contained herein (but subject to the last sentence of Section 5(a) hereof), if the distributions with respect to the Series B Preferred Units made on or prior to the second anniversary of the issuance of the Series B Preferred Units would result in any holder of Series B Preferred Units receiving, an annual return on such holder’s “unreturned capital” (as defined for purposes of Treasury Regulation Section 1.707-4(a)) for a fiscal year (treating the fiscal year in which such second anniversary occurs as ending on such date) in excess of the Safe Harbor Rate (as defined below), then the distributions to such holder in excess of such Safe Harbor Rate will be deferred, will cumulate and will be paid, if and to the extent declared or authorized by the General Partner on behalf of the Partnership and subject, to the provisions of Section 5(b) hereof, on the earlier to occur of (i) the disposition of the Series B Preferred Units to which such deferred distributions relate in a transaction in which the disposing holder recognizes taxable gain thereon or (ii) the first distribution payment date with respect to the Series B Preferred Units following the second anniversary of the issuance of the Series B Preferred Units. For purposes of the foregoing, the “Safe Harbor Rate” shall equal 150% of the highest applicable federal rate, based on annual compounding, in effect for purposes of Section 1274(d) of the Code at any time between the date of the issuance of the Series B Preferred Units and the date on which the relevant distribution payment is made. Notwithstanding anything to the contrary contained herein, any distributions that are deferred under this Section 5(g) shall be deemed to have been paid in full for purposes of Sections 5(c) and (d) of this Schedule A until the end of the Distribution Period during which they are to be paid as provided above. (h) For any quarterly period, any amounts paid with respect to the Series B Preferred Units in excess of the amount that would have been paid with respect to such Units for such period had they been converted into Common Units in accordance with the terms of Section 7 of this Schedule A are intended to constitute guaranteed payments within the meaning of Section 707(c) of the Code and shall not be treated as distributions for purposes of allocating Net Income and Net Loss or otherwise maintaining Capital Accounts.

Distributions. (aA) With respect Distributable Cash for each Fiscal Year shall be distributed in the following order of priority: (1) First, the General Partner shall cause the Partnership to each Distribution Period and subject distribute to the rights holder of the holders of each Preferred Units ranking senior to or on parity with the Series B Preferred Units, the holders of Series B Preferred Units shall be entitled to receive, when, as and if declared by the General Partner, out of assets of the Partnership legally available for the payment of distributions, quarterly cumulative cash distributions in Unit an amount per Series B Preferred Unit in cash equal to the greater cumulative undistributed Priority Return Amount on December 31, March 31, June 30 and September 30 of each year, commencing on December 31, 1997 (i) $1.0625 and or in the case of a Preferred Unit with an issuance date after December 31, 1997, on the first such distribution date following the applicable issuance date); provided that, if any such distribution date shall be a Saturday, Sunday or day on which banking institutions in the State of New York are authorized or obligated by law to close, or a day which is declared a national or New York State holiday (ii) the amount any of the regular quarterly cash foregoing, a "Non-business Day"), then such distribution for such Distribution Period upon shall be made on the number of Common Units (or portion thereof) into next succeeding day which such Series B is not a Non-business Day. In any case in which a Preferred Unit is then convertible in accordance with Section 7 outstanding for less than all of this Schedule A (butone or more Distribution Periods, with respect the amount distributable to any Distribution Period ending after the Fifteenth Anniversary Date, no amount shall be paid Preferred Limited Partner in respect of clause (ii) of this paragraph in respect of the portion of such Distribution Period occurring after the Fifteenth Anniversary Date). Notwithstanding anything to the contrary contained herein, the amount of distributions described under each of clause (i) and (ii) of this paragraph for the initial Distribution Period, or any other period shorter than a full Distribution Period, Unit shall be prorated and computed appropriately adjusted on the basis of a 360 day year consisting of twelve 30-30 day months and months. (2) Second, there shall be distributed with respect to each Limited Partner Unit (other than a 360-day year. The distributions upon the Series B Preferred Units for each Distribution Period shall, if and Unit) an amount equal on a per Unit basis to the extent declared or authorized amount (other than in General Partner common shares) distributed by the General Partner on behalf its common shares during the Fiscal Year (other than a liquidating distribution), except that the first distribution paid on Units issued on October 15, 1997 shall be pro rated to reflect the actual portion of the Partnershipperiod for which the distribution is being paid during which such Units were outstanding. To the extent practicable, be paid in arrears (without interest or other amount) on the Distribution Payment Date with respect thereto, and, if not paid on such date, shall accumulate, whether or not there are funds legally available for the payment thereof and whether or not such distributions are declared or authorized. The record date for distributions upon the Series B Preferred Units for any Distribution Period under this paragraph shall be made at the same time as the record date for the dividend distributions upon the Common Units for such Distribution Period (or, if no such record is set for the Common Units, the fifteenth day of the calendar month in which the applicable Distribution Payment Date falls). Accumulated and unpaid distributions for any past Distribution Periods to be declared and paid at any time, without reference to any Distribution Payment Date, to holders of record on such date, not exceeding 45 days preceding the payment date thereof, as may be fixed by the General Partner. Any distribution payment made upon the Series B Preferred Units shall first be credited against the earliest accumulated but unpaid distributions due with respect to such Units which remains payable. No interest, or sum of money in lieu of interest, shall be owing or payable in respect of any distribution payment or payments on the Series B Preferred Units, whether or not in arrears, including, without limitation, any distribution payment that is deferred pursuant to Section 5(g) of this Schedule A. (b) No distribution on the Series B Preferred Units shall be declared by the General Partner or paid or set apart for payment by the Partnership at such time as the terms and provisions of any agreement of the Partnership, including any agreement relating to its indebtedness, prohibits such declaration, payment or setting apart for payment or provides that such declaration, payment or setting apart for payment would constitute a breach thereof, or a default thereunder, or if such declaration or payment shall be restricted or prohibited by law. Notwithstanding the foregoing, distributions on the Series B Preferred Units shall accumulate whether or not any of the foregoing restrictions exist's common shares. (c3) Except as provided in Section 5(d) Third, there shall be distributed to each holder of this Schedule A, so long as any Series B Preferred Units are outstanding, (i) no distributions a Limited Partner Interest (other than in Common Units or other Units ranking junior the Preferred Limited Partners) an amount equal to (x) the Series B Preferred Units as to payment of distributions and amounts upon liquidation, dissolution or winding-up product of the Partnership) shall be declared or paid or set apart for payment upon the Common Units or any other class or series of partnership interests in the Partnership or Units ranking, as to payment of distributions or amounts distributable upon liquidation, dissolution or winding-up of the Partnership, on a parity with or junior to the Series B Preferred Units, for any period taxable income and (ii) no Common Units or other Units ranking junior to or on a parity with the Series B Preferred Units as to payment of distributions or amounts upon liquidation, dissolution or winding-up of the Partnership, shall be redeemed, purchased or otherwise acquired for any consideration (or any monies be paid to or made available for a sinking fund for the redemption of any such Units) by the Partnership (except by conversion into or exchange for other Units ranking junior to the Series B Preferred Units as to payment of distributions and amounts upon liquidation, dissolution or winding-up of the Partnership or by redemptions pursuant to Rights Agreements) unless, in the case of either clause (i) or (ii), full cumulative distributions have been or contemporaneously are declared and paid or declared and a sum sufficient for the payment thereof set apart for such payment on the Series B Preferred Units for all Distribution Periods ending on or prior to the distribution payment date for the Common Units or such other class or series of Unit or the date of such redemption, purchase or other acquisition. (d) When distributions are not paid in full (or a sum sufficient for such full payment is not set apart for such payment) upon the Series B Preferred Units and any other partnership interests in the Partnership or Units ranking on a parity as to payment of distributions with the Series B Preferred Units, all distributions declared upon the Series B Preferred Units and any other partnership interests in the Partnership or Units ranking on a parity as to payment of distributions with the Series B Preferred Units shall be declared pro rata so that the amount of distributions declared per Unit of Series B Preferred Units and such other partnership interests in the Partnership or Units shall in all cases bear to each other the same ratio that accrued distributions per Unit on the Series B Preferred Units and such other partnership interests in the Partnership or Units (which shall not include any accumulation in respect of unpaid distributions for prior distribution periods if such Units do not have cumulative distributions) bear to each other. (e) Holders of Series B Preferred Units shall not be entitled to any distributions, whether payable in cash, property or Units, in excess of the cumulative distributions described in Section 5(a) above. (f) Distributions with respect to the Series B Preferred Units are intended to qualify as permitted distributions of cash that are not treated as a disguised sale within the meaning of Treasury Regulation §1.707-4 and the provisions of this Schedule A shall be construed and applied consistently with such Treasury Regulations. (g) Notwithstanding anything to the contrary contained herein (but subject to the last sentence of Section 5(a) hereof), if the distributions with respect to the Series B Preferred Units made on or prior to the second anniversary of the issuance of the Series B Preferred Units would result in any holder of Series B Preferred Units receiving, an annual return on such holder’s “unreturned capital” (as defined for purposes of Treasury Regulation Section 1.707-4(a)) for a fiscal year (treating the fiscal year in which such second anniversary occurs as ending on such date) in excess of the Safe Harbor Rate (as defined below), then the distributions gain allocated to such holder in excess of such Safe Harbor Rate will be deferred, will cumulate for the Fiscal Year under Section 5.2(E) and will be paid, if and to the extent declared or authorized maximum federal income tax rate plus 7% reduced by the General Partner on behalf of the Partnership and subject, to the provisions of Section 5(b) hereof, on the earlier to occur of (iy) the disposition of the Series B Preferred Units to which distributions received by such deferred distributions relate in a transaction in which the disposing holder recognizes taxable gain thereon or (ii) the first distribution payment date with respect to the Series B Preferred Units following the second anniversary of the issuance of the Series B Preferred Units. For purposes of the foregoing, the “Safe Harbor Rate” shall equal 150% of the highest applicable federal rate, based on annual compounding, in effect for purposes of under Section 1274(d) of the Code at any time between the date of the issuance of the Series B Preferred Units and the date on which the relevant distribution payment is made. Notwithstanding anything to the contrary contained herein, any distributions that are deferred under this Section 5(g) shall be deemed to have been paid in full for purposes of Sections 5(c) and (d) of this Schedule A until the end of the Distribution Period during which they are to be paid as provided above. (h) For any quarterly period, any amounts paid with respect to the Series B Preferred Units in excess of the amount that would have been paid with respect to such Units for such period had they been converted into Common Units in accordance with the terms of Section 7 of this Schedule A are intended to constitute guaranteed payments within the meaning of Section 707(c) of the Code and shall not be treated as distributions for purposes of allocating Net Income and Net Loss or otherwise maintaining Capital Accounts.5.3(A)

Distributions. (a) With respect to each Distribution Period and subject to the rights of the holders of Preferred Units ranking senior to or on parity with the The Series B Preferred Units, the holders of Series B Preferred Units Holders shall be entitled to receive, when, as as, and if declared by the General Partner, out of assets of the Partnership funds legally available for therefor, non-cumulative distributions payable in cash at the payment of distributionsSeries B Distribution Rate. Such distributions with respect to each Series B Preferred Unit shall be payable quarterly, quarterly cumulative cash distributions when, as, and if declared by the General Partner, in an arrears on the Series B Distribution Payment Dates, commencing on the first Series B Distribution Payment Date; provided that, the amount per Series B Preferred Unit equal to the greater of (i) $1.0625 and (ii) the amount of the regular quarterly cash distribution for such Distribution Period upon the number of Common Units (or portion thereof) into which such Series B Preferred Unit is then convertible in accordance with Section 7 of this Schedule A (but, with respect to any Distribution Period ending after the Fifteenth Anniversary Date, no amount shall be paid in respect of clause (ii) of this paragraph in respect of the portion of such Distribution Period occurring after the Fifteenth Anniversary Date). Notwithstanding anything to the contrary contained herein, the amount of distributions described under each of clause (i) and (ii) of this paragraph for the initial Series B Distribution Period, or any other period shorter or longer than a full Series B Distribution Period, shall be prorated and determined in accordance with Section 4(b) below. If any Series B Distribution Payment Date otherwise would occur on a date that is not a Business Day, declared Series B Distributions shall be paid on the immediately succeeding Business Day. In making distributions pursuant to any applicable provision of the Agreement, the General Partner shall take into account the provisions of this Section 4. (b) The amount of distributions per Series B Preferred Unit declared for each full Series B Distribution Period shall be computed by dividing the Series B Distribution Rate by four. The amount of distributions payable for the initial Series B Distribution Period, or any other period shorter or longer than a full Series B Distribution Period, on the Series B Preferred Units shall be computed on the basis of the number of days elapsed in such other period and the convention of twelve 30-day months and a 360-day year. The distributions upon For example, by way of clarification only, if a shorter Distribution Period of 60 days is followed by a longer Distribution Period of 120 days, the amount of Series B Distributions payable for the first 60-day Distribution Period would be computed by prorating the Series B Distribution Rate by multiplying such rate by the quotient of 60 days divided by 360 days, whereas the amount of Series B Distributions payable for the second 120-day Distribution Period would be computed by prorating the Series B Distribution Rate by multiplying such rate by the quotient of 120 days divided by 360 days. Notwithstanding the foregoing, no provision herein shall be construed to result in the Series B Distributions being considered as cumulative distributions. Subject to Sections 5 and 7 of this Exhibit BP, the Series B Holders shall not be entitled to any distributions, whether payable in cash, property, or securities, in excess of the Series B Distributions, as herein provided, on the Series B Preferred Units for each Distribution Period shall, if and to the extent declared or authorized by the General Partner on behalf of the Partnership, be paid in arrears (without interest or other amount) on the Distribution Payment Date with respect thereto, and, if not paid on such date, shall accumulate, whether or not there are funds legally available for the payment thereof and whether or not such distributions are declared or authorized. The record date for distributions upon the Series B Preferred Units for any Distribution Period shall be the same as the record date for the distributions upon the Common Units for such Distribution Period (or, if no such record is set for the Common Units, the fifteenth day of the calendar month in which the applicable Distribution Payment Date falls). Accumulated and unpaid distributions for any past Distribution Periods to be declared and paid at any time, without reference to any Distribution Payment Date, to holders of record on such date, not exceeding 45 days preceding the payment date thereof, as may be fixed by the General Partner. Any distribution payment made upon the Series B Preferred Units shall first be credited against the earliest accumulated but unpaid distributions due with respect to such Units which remains payable. No interest, or sum of money in lieu of interest, shall be owing or payable in respect of any distribution payment or payments on the Series B Preferred Units, whether or not Units that may be in arrears, including, without limitation, any distribution payment that is deferred pursuant to Section 5(g) of this Schedule A.. (bc) No distribution Not later than 5:00 p.m., New York City time, on each Series B Distribution Payment Date, the Partnership shall pay those Series B Distributions, if any, that shall have been declared by the General Partner to Series B Holders on the Series B Distribution Record Date for the applicable Series B Distribution. So long as the Series B Preferred Units are held in book-entry form with the Series B Transfer Agent, declared Series B Distributions shall be paid to the Series B Transfer Agent in same-day funds on each Series B Distribution Payment Date. (d) The Series B Distributions are non-cumulative. Without limiting any other provisions herein, if the General Partner does not declare a Series B Distribution on the Series B Preferred Units shall be declared by the General Partner or paid or set apart for payment by the Partnership at such time as the terms and provisions in respect of any agreement of the PartnershipSeries B Distribution Period, including any agreement relating to its indebtedness, prohibits such declaration, payment or setting apart for payment or provides that such declaration, payment or setting apart for payment would constitute a breach thereof, or a default thereunder, or if such declaration or payment shall be restricted or prohibited by law. Notwithstanding the foregoing, distributions on the Series B Preferred Units shall accumulate Holders will have no right to receive any Series B Distribution for such Series B Distribution Period, and the Partnership will have no obligation to pay a Series B Distribution for such Series B Distribution Period, whether or not any of the foregoing restrictions exist. (c) Except as provided in Section 5(d) of this Schedule A, so long as any Series B Preferred Units Distributions or any other distributions are outstanding, (i) no distributions (other than in Common Units or other Units ranking junior declared and paid for any future period with respect to the Series B Preferred Units as to payment of distributions and amounts upon liquidationUnits, dissolution or winding-up of the Partnership) shall be declared or paid or set apart for payment upon the Common Units BUCs, or any other class or series of partnership interests in the Partnership or Units ranking, as to payment of distributions or amounts distributable upon liquidation, dissolution or winding-up of the Partnership, on a parity with or junior to the Series B Preferred Units, for any period and (ii) no Common Units or other Units ranking junior to or on a parity with the Series B Preferred Units as to payment of distributions or amounts upon liquidation, dissolution or winding-up of the Partnership, shall be redeemed, purchased or otherwise acquired for any consideration (or any monies be paid to or made available for a sinking fund for the redemption of any such Units) by the Partnership (except by conversion into or exchange for other Units ranking junior to the Series B Preferred Units as to payment of distributions and amounts upon liquidation, dissolution or winding-up of the Partnership or by redemptions pursuant to Rights Agreements) unless, in the case of either clause (i) or (ii), full cumulative distributions have been or contemporaneously are declared and paid or declared and a sum sufficient for the payment thereof set apart for such payment on the Series B Preferred Units for all Distribution Periods ending on or prior to the distribution payment date for the Common Units or such other class or series of Unit or the date of such redemption, purchase or other acquisitionSecurities. (d) When distributions are not paid in full (or a sum sufficient for such full payment is not set apart for such payment) upon the Series B Preferred Units and any other partnership interests in the Partnership or Units ranking on a parity as to payment of distributions with the Series B Preferred Units, all distributions declared upon the Series B Preferred Units and any other partnership interests in the Partnership or Units ranking on a parity as to payment of distributions with the Series B Preferred Units shall be declared pro rata so that the amount of distributions declared per Unit of Series B Preferred Units and such other partnership interests in the Partnership or Units shall in all cases bear to each other the same ratio that accrued distributions per Unit on the Series B Preferred Units and such other partnership interests in the Partnership or Units (which shall not include any accumulation in respect of unpaid distributions for prior distribution periods if such Units do not have cumulative distributions) bear to each other. (e) Holders of Series B Preferred Units shall not be entitled to any distributions, whether payable in cash, property or Units, in excess of the cumulative distributions described in Section 5(a) above. (f) Distributions with respect to the Series B Preferred Units are intended to qualify as permitted distributions of cash that are not treated as a disguised sale within the meaning of Treasury Regulation §1.707-4 and the provisions of this Schedule A shall be construed and applied consistently with such Treasury Regulations. (g) Notwithstanding anything to the contrary contained herein (but subject to the last sentence of Section 5(a) hereof), if the distributions with respect to the Series B Preferred Units made on or prior to the second anniversary of the issuance of the Series B Preferred Units would result in any holder of Series B Preferred Units receiving, an annual return on such holder’s “unreturned capital” (as defined for purposes of Treasury Regulation Section 1.707-4(a)) for a fiscal year (treating the fiscal year in which such second anniversary occurs as ending on such date) in excess of the Safe Harbor Rate (as defined below), then the distributions to such holder in excess of such Safe Harbor Rate will be deferred, will cumulate and will be paid, if and to the extent declared or authorized by the General Partner on behalf of the Partnership and subject, to the provisions of Section 5(b) hereof, on the earlier to occur of (i) the disposition of the Series B Preferred Units to which such deferred distributions relate in a transaction in which the disposing holder recognizes taxable gain thereon or (ii) the first distribution payment date with respect to the Series B Preferred Units following the second anniversary of the issuance of the Series B Preferred Units. For purposes of the foregoing, the “Safe Harbor Rate” shall equal 150% of the highest applicable federal rate, based on annual compounding, in effect for purposes of Section 1274(d) of the Code at any time between the date of the issuance of the Series B Preferred Units and the date on which the relevant distribution payment is made. Notwithstanding anything to the contrary contained herein, any distributions that are deferred under this Section 5(g) shall be deemed to have been paid in full for purposes of Sections 5(c) and (d) of this Schedule A until the end of the Distribution Period during which they are to be paid as provided above. (h) For any quarterly period, any amounts paid with respect to the Series B Preferred Units in excess of the amount that would have been paid with respect to such Units for such period had they been converted into Common Units in accordance with the terms of Section 7 of this Schedule A are intended to constitute guaranteed payments within the meaning of Section 707(c) of the Code and shall not be treated as distributions for purposes of allocating Net Income and Net Loss or otherwise maintaining Capital Accounts.

Distributions. (a) With respect to each Distribution Period and subject Subject to the preferential rights of the holders of any class or series of Senior Preferred Units ranking senior to or on parity with of the Series B Preferred UnitsPartnership, the holders of Series B A Preferred Units shall be entitled to receive, when, as and if authorized by the General Partner and declared by the General PartnerPartnership, out of assets of the Partnership legally available for the payment of distributions, quarterly cumulative cash distributions in an amount per Series B Preferred Unit equal to the greater of (i) $1.0625 and (ii) the amount of $1.84375 per unit per year, which is equivalent to the regular rate of 7.375% of the Base Liquidation Preference (as defined below) per unit per year (the “Series A Preferred Return”). The Series A Preferred Return shall accrue and be cumulative from and including the date of original issue of any Series A Preferred Units and shall be payable quarterly cash distribution in arrears, on or about the 15th day of each January, April, July and October of each year (or, if not a Business Day, the next succeeding business day, each a “Series A Preferred Unit Distribution Payment Date”) for such Distribution Period upon the number of Common Units (or portion thereof) into which period ending on such Series B A Preferred Unit is then convertible in accordance with Section 7 of this Schedule A (but, with respect to any Distribution Period ending after the Fifteenth Anniversary Payment Date, no amount shall be paid in respect of clause (ii) of this paragraph in respect of the portion of such Distribution Period occurring after the Fifteenth Anniversary Date)commencing on January 15, 2022. Notwithstanding anything to the contrary contained herein, the The amount of distributions described under each of clause (i) and (ii) of this paragraph any distribution payable on the Series A Preferred Units for the initial Distribution Period, or any other partial distribution period shorter than a full Distribution Period, shall will be prorated and computed computed, and for any full distribution period will be computed, on the basis of twelve 30-day months and a 360-day year. The distributions upon Distributions will be payable in arrears to holders of record of the Series B A Preferred Units for each Distribution Period shallas they appear on the records of the Partnership at the close of business on the applicable record date, if and to which shall be the extent declared or authorized Series A Record Date (as defined in the Articles Supplementary), which is the close of business on the date set by the Board of Directors of the General Partner on behalf of the Partnership, be paid in arrears (without interest or other amount) on the Distribution Payment Date with respect thereto, and, if not paid on such date, shall accumulate, whether or not there are funds legally available for the payment thereof and whether or not such distributions are declared or authorized. The record date for distributions upon the Series B Preferred Units for any Distribution Period shall be the same as the record date for the distributions upon the Common Units for such payment of dividends on Series A Preferred Stock (each, a “Distribution Period (or, if no such record is set for the Common Units, the fifteenth day of the calendar month in which the applicable Distribution Payment Date fallsRecord Date”). Accumulated and unpaid distributions for any past Distribution Periods to be declared and paid at any time, without reference to any Distribution Payment Date, to holders of record on such date, not exceeding 45 days preceding the payment date thereof, as may be fixed by the General Partner. Any distribution payment made upon the Series B Preferred Units shall first be credited against the earliest accumulated but unpaid distributions due with respect to such Units which remains payable. No interest, or sum of money in lieu of interest, shall be owing or payable in respect of any distribution payment or payments on the Series B Preferred Units, whether or not in arrears, including, without limitation, any distribution payment that is deferred pursuant to Section 5(g) of this Schedule A.. (b) No distribution distributions on the Series B A Preferred Units shall be declared authorized by the General Partner or paid or declared and set apart for payment by the Partnership at such time as the terms and provisions conditions of any agreement of the General Partner or the Partnership, including any agreement relating to its indebtednessthe indebtedness of any of them, prohibits such declarationauthorization, payment or setting apart for payment or provides that such declarationauthorization, payment or setting apart for payment would constitute a breach thereof, or a default thereunder, or if such declaration authorization, payment or setting apart for payment shall be restricted or prohibited by law. Notwithstanding the foregoing, distributions on the Series B Preferred Units shall accumulate whether or not any of the foregoing restrictions exist. (c) Notwithstanding anything to the contrary contained herein, the Series A Preferred Return will accrue whether or not distributions are authorized by the General Partner or declared by the Partnership. No interest or additional distributions shall be payable in respect of any accrued and unpaid Series A Preferred Return. (d) Except as provided in Section 5(d5(e) of this Schedule Abelow, so long as any Series B Preferred Units are outstanding, (i) no distributions (other than in Common Units or other Units ranking junior to the Series B Preferred Units as to payment of distributions and amounts upon liquidation, dissolution or winding-up of the Partnership) shall be declared or and paid or set apart for payment upon the payment, and no other distribution of cash or other property may be declared and made, directly or indirectly, on or with respect to any Common Units, Class P Units, Class R Units, Parity Preferred Units or Junior Preferred Units of the Partnership (other than a distribution paid in units of, or options, warrants or rights to subscribe for or purchase units of, Common Units, Class P Units, Class R Units or Junior Preferred Units) for any other period, nor shall units of any class or series of partnership interests in the Partnership or Units ranking, as to payment of distributions or amounts distributable upon liquidation, dissolution or winding-up of the Partnership, on a parity with or junior to the Series B Preferred Common Units, for any period and (ii) no Common Class P Units, Class R Units, Parity Preferred Units or other Units ranking junior to or on a parity with the Series B Junior Preferred Units as to payment of distributions or amounts upon liquidation, dissolution or winding-up of the Partnership, shall be redeemed, purchased or otherwise acquired for any consideration redeemed (or any monies be paid to or made available for a sinking fund for the redemption of any such Units) by units of the Partnership Partnership), purchased or otherwise acquired (except (i) by conversion into or exchange for other Common Units, Class P Units, Class R Units ranking junior to the Series B or Junior Preferred Units, (ii) for a redemption, purchase or acquisition of Common Units as to payment made for purposes of distributions and amounts upon liquidationin compliance with requirements of any incentive, dissolution benefit or winding-up stock purchase plan of the Partnership or by redemptions any subsidiary thereto, (iii) for the acquisition of units corresponding with the acquisition of shares pursuant to Rights Agreementsthe provisions of Section 6.5 of Article 6 of the Articles of Incorporation, and (iv) unless, in for purchases or acquisitions pursuant to a purchase or exchange offer made on the case same terms to all holders of either clause (i) or (iiSeries A Preferred Units and all holders of Parity Preferred Units), unless full cumulative distributions on the Series A Preferred Units for all past distribution periods shall have been or contemporaneously are declared and paid or declared and a sum sufficient for the payment thereof is set apart for such payment on the Series B Preferred Units for all Distribution Periods ending on or prior to the distribution payment date for the Common Units or such other class or series of Unit or the date of such redemption, purchase or other acquisitionpayment. (de) When cumulative distributions are not paid in full (or declared and a sum sufficient for such full payment is not set apart for such paymentapart) upon on the Series B A Preferred Units and any other partnership interests in the Partnership or Units ranking on a parity as to payment of distributions with the Series B Parity Preferred Units, all distributions (other than (i) any acquisition of units corresponding with the acquisition of shares pursuant to the provisions of Section 6.5 of Article 6 of the Articles of Incorporation or (ii) a purchase or exchange pursuant to a purchase or exchange offer made on the same terms to all holders of Series A Preferred Units and all holders of Parity Preferred Units) declared upon on the Series B A Preferred Units and any other partnership interests in the Partnership or Units ranking on a parity as to payment of distributions with the Series B Parity Preferred Units shall be declared pro rata so that the amount of distributions declared per Series A Preferred Unit of Series B Preferred Units and such other partnership interests in the Partnership or Parity Preferred Units shall in all cases bear to each other the same ratio that accrued distributions per Series A Preferred Unit on the Series B Preferred Units and such other partnership interests in the Partnership or Parity Preferred Units (which shall not include any accumulation accrual in respect of unpaid distributions on any Parity Preferred Units for prior distribution periods if such Parity Preferred Units do not have a cumulative distributionsdistribution) bear to each other. No interest, or sum of money in lieu of interest, shall be payable in respect of any distribution payment or payments on Series A Preferred Units which may be in arrears. (ef) Holders of Series B A Preferred Units shall not be entitled to any distributionsdistribution, whether payable in cash, property or Unitsunits of the Partnership, in excess of the cumulative distributions described in Section 5(a) above. (f) Distributions with respect to Series A Preferred Return on the Series B A Preferred Units are intended to qualify as permitted distributions of cash that are not treated as a disguised sale within provided above. Any distribution made on the meaning of Treasury Regulation §1.707-4 and Series A Preferred Units shall first be credited against the provisions of this Schedule earliest accrued but unpaid Series A shall be construed and applied consistently with such Treasury RegulationsPreferred Return which remains payable. (g) Notwithstanding anything If, for any taxable year, the General Partner elects to the contrary contained herein (but subject to the last sentence of Section 5(a) hereof), if the distributions with respect to the Series B Preferred Units made on or prior to the second anniversary of the issuance of the Series B Preferred Units would result in any holder of Series B Preferred Units receiving, an annual return on such holder’s designate as “unreturned capitalcapital gain dividends” (as defined for purposes in Section 857 of Treasury Regulation Section 1.707-4(a)the Code) for a fiscal year any portion (treating the fiscal year in which such second anniversary occurs as ending on such date“Capital Gains Amount”) of the total distributions not in excess of the Safe Harbor Rate General Partner’s earnings and profits (as defined belowdetermined for U.S. federal income tax purposes) paid or made available for such taxable year to holders of all classes and series of the General Partner’s stock (the “Total Distributions”), then the distributions portion of the Capital Gains Amount that shall be allocable to such holder holders of Series A Preferred Units shall be in excess of such Safe Harbor Rate will be deferred, will cumulate and will be paid, if and the same proportion that the Total Distributions paid or made available to the extent declared or authorized by the General Partner on behalf holders of the Partnership and subject, Series A Preferred Units for such taxable year bears to the provisions of Section 5(b) hereof, on the earlier to occur of (i) the disposition of the Series B Preferred Units to which Total Distributions for such deferred distributions relate in a transaction in which the disposing holder recognizes taxable gain thereon or (ii) the first distribution payment date year made with respect to the Series B Preferred all classes or series of Partnership Units following the second anniversary of the issuance of the Series B Preferred Units. For purposes of the foregoing, the “Safe Harbor Rate” shall equal 150% of the highest applicable federal rate, based on annual compounding, in effect for purposes of Section 1274(d) of the Code at any time between the date of the issuance of the Series B Preferred Units and the date on which the relevant distribution payment is made. Notwithstanding anything to the contrary contained herein, any distributions that are deferred under this Section 5(g) shall be deemed to have been paid in full for purposes of Sections 5(c) and (d) of this Schedule A until the end of the Distribution Period during which they are to be paid as provided aboveoutstanding. (h) For any quarterly period, any amounts paid with respect to the Series B Preferred Units in excess of the amount that would have been paid with respect to such Units for such period had they been converted into Common Units in accordance with the terms of Section 7 of this Schedule A are intended to constitute guaranteed payments within the meaning of Section 707(c) of the Code and shall not be treated as distributions for purposes of allocating Net Income and Net Loss or otherwise maintaining Capital Accounts.

Distributions. (a) With respect to each Distribution Period and subject to the rights Each Holder of the holders of Class A Preferred Units ranking senior to or on parity with the Series B Preferred Units, the holders of Series B Preferred Units shall will be entitled to receive, when, when and as and if declared by the General Partner, out of assets of the Partnership legally available for the payment of distributions, quarterly cumulative cash distributions in an amount per Series B Preferred Unit annual distribution equal to the greater of (i) $1.0625 and (ii) the amount of the regular quarterly cash distribution for positive balance, if any, in such Holder's Distribution Period upon the number of Common Units (or portion thereof) into which such Series B Preferred Unit is then convertible in accordance with Section 7 of this Schedule A (but, with respect to any Distribution Period ending after the Fifteenth Anniversary Date, no amount shall Account. Distributions may be paid in respect of clause (ii) of this paragraph in respect cash, RSUs, Class A Shares of the portion of such Distribution Period occurring after the Fifteenth Anniversary Date). Notwithstanding anything to the contrary contained hereinCompany or other equity securities, the amount of distributions described under each of clause (i) and (ii) of this paragraph for the initial Distribution Period, or any other period shorter than a full Distribution Period, shall be prorated and computed on the basis of twelve 30-day months and a 360-day year. The distributions upon the Series B Preferred Units for each Distribution Period shall, if and to the extent declared or authorized as determined by the General Partner and in accordance with the Plan and the relevant Award Agreement. Such distributions shall be payable annually on behalf a date (each a "Distribution Payment Date") determined by the General Partner that is no earlier than January 31 and no later than March 15 of each year. Distributions will be payable in arrears to holders as they appear on the records of the Partnership, be paid in arrears (without interest or other amount) Partnership at the close of business on the Distribution Payment Date with respect thereto, and, if not paid on such date, shall accumulate, whether or not there are funds legally available for the payment thereof and whether or not such distributions are declared or authorized. The record date for distributions upon the Series B Preferred Units for any Distribution Period shall be the same as the record date for the distributions upon the Common Units for such Distribution Period (or, if no such record is set for the Common Units, the fifteenth last day of the calendar month in which Fiscal Year immediately preceding the applicable Distribution Payment Date falls). Accumulated and unpaid distributions for any past Distribution Periods to be declared and paid at any time, without reference to any relevant Distribution Payment Date, to holders of record on such date, not exceeding 45 days preceding the payment date thereof, as may be fixed by the General Partner. Any distribution payment made upon the Series B Class A Preferred Units shall first be credited against will not entitle the earliest accumulated but unpaid Holders thereof to receive any distributions due with respect to such Units which remains payablein excess of the annual distributions specified herein. No interest, or sum of money in lieu of interest, shall be owing or payable in respect of any distribution payment or payments on the Series B Class A Preferred Units, whether or not Units that may be in arrears, including, without limitation, any distribution payment that is deferred pursuant to Section 5(g) of this Schedule A.. (b) No distribution The amount of accumulated and unpaid distributions on any Class A Preferred Unit at any time shall be equal to the Series B balance, if positive, in the Distribution Account related to such Class A Preferred Unit at such time. (c) When distributions are not paid in full upon the Class A Preferred Units or any Parity Partnership Units, or a sum sufficient for such payment is not set apart, all distributions declared upon the Class A Preferred Units and any Parity Partnership Units shall be declared by ratably in proportion to the General Partner respective amounts of distributions accumulated and unpaid on the Class A Preferred Units and accumulated and unpaid on such Parity Partnership Units. Except as set forth in the preceding sentence, unless all accumulated and unpaid distributions on the Class A Preferred Units have been or contemporaneously are declared and paid, or declared and a sum sufficient for the payment thereof has been or contemporaneously is set apart for such payment, no distributions shall be declared or paid or set apart for payment by the Partnership at such time as the terms with respect to any Parity Partnership Units. (d) Unless all accumulated and provisions of any agreement of the Partnership, including any agreement relating to its indebtedness, prohibits such declaration, payment or setting apart for payment or provides that such declaration, payment or setting apart for payment would constitute a breach thereof, or a default thereunder, or if such declaration or payment shall be restricted or prohibited by law. Notwithstanding the foregoing, unpaid distributions on the Series B Class A Preferred Units shall accumulate whether have been declared and paid, or not any declared and set apart for payment, or all Holders of the foregoing restrictions exist. (c) Except as provided in Section 5(d) of this Schedule A, so long as any Series B Class A Preferred Units are outstandingconsent in writing, (i) no distributions (other than distributions paid in Common Junior Partnership Units or other Units ranking junior options, warrants or rights to the Series B Preferred Units as to payment of distributions and amounts upon liquidation, dissolution subscribe for or winding-up of the Partnershippurchase Junior Partnership Units) shall may be declared or paid or set apart for payment upon the Common Units or any other class or series of partnership interests in the Partnership or Units ranking, as to payment of distributions or amounts distributable upon liquidation, dissolution or winding-up of by the Partnership, on a parity and no other distribution of cash or other property may be declared or made, directly or indirectly, by the Partnership with or junior respect to the Series B Preferred any Junior Partnership Units, for nor shall any period and (ii) no Common Junior Partnership Units or other Units ranking junior to or on a parity with the Series B Preferred Units as to payment of distributions or amounts upon liquidation, dissolution or winding-up of the Partnership, shall be redeemed, purchased or otherwise acquired for any consideration (or any monies be paid to or made available for a sinking fund for the redemption or repurchase of any such Junior Partnership Units) ), directly or indirectly, by the Partnership (except by conversion into or exchange for other Units ranking junior Junior Partnership Units, or options, warrants or rights to the Series B Preferred Units as to payment of distributions and amounts upon liquidation, dissolution subscribe for or winding-up of the purchase Junior Partnership or by redemptions pursuant to Rights Agreements) unless, in the case of either clause (i) or (iiUnits), full cumulative distributions have been nor shall any other cash or contemporaneously are declared and other property be paid or declared and a sum sufficient distributed to or for the payment thereof set apart for such payment on the Series B Preferred Units for all Distribution Periods ending on or prior to the distribution payment date for the Common Units or such other class or series benefit of Unit or the date holders of such redemption, purchase or other acquisitionJunior Partnership Units. (d) When distributions are not paid in full (or a sum sufficient for such full payment is not set apart for such payment) upon the Series B Preferred Units and any other partnership interests in the Partnership or Units ranking on a parity as to payment of distributions with the Series B Preferred Units, all distributions declared upon the Series B Preferred Units and any other partnership interests in the Partnership or Units ranking on a parity as to payment of distributions with the Series B Preferred Units shall be declared pro rata so that the amount of distributions declared per Unit of Series B Preferred Units and such other partnership interests in the Partnership or Units shall in all cases bear to each other the same ratio that accrued distributions per Unit on the Series B Preferred Units and such other partnership interests in the Partnership or Units (which shall not include any accumulation in respect of unpaid distributions for prior distribution periods if such Units do not have cumulative distributions) bear to each other. (e) Holders of Series B Preferred Units shall not be entitled to any distributions, whether payable in cash, property or Units, in excess of the cumulative distributions described in Section 5(a) above. (f) Distributions with respect to the Series B Preferred Units are intended to qualify as permitted distributions of cash that are not treated as a disguised sale within the meaning of Treasury Regulation §1.707-4 and the provisions of this Schedule A shall be construed and applied consistently with such Treasury Regulations. (g) Notwithstanding anything to the contrary contained herein (but subject to the last sentence of Section 5(a) hereof), if the distributions with respect to the Series B Preferred Units made on or prior to the second anniversary of the issuance of the Series B Preferred Units would result in any holder of Series B Preferred Units receiving, an annual return on such holder’s “unreturned capital” (as defined for purposes of Treasury Regulation Section 1.707-4(a)) for a fiscal year (treating the fiscal year in which such second anniversary occurs as ending on such date) in excess of the Safe Harbor Rate (as defined below), then the distributions to such holder in excess of such Safe Harbor Rate will be deferred, will cumulate and will be paid, if and to the extent declared or authorized by the General Partner on behalf of the Partnership and subject, to the provisions of Section 5(b) hereof, on the earlier to occur of (i) the disposition of the Series B Preferred Units to which such deferred distributions relate in a transaction in which the disposing holder recognizes taxable gain thereon or (ii) the first distribution payment date with respect to the Series B Preferred Units following the second anniversary of the issuance of the Series B Preferred Units. For purposes of the foregoing, the “Safe Harbor Rate” shall equal 150% of the highest applicable federal rate, based on annual compounding, in effect for purposes of Section 1274(d) of the Code at any time between the date of the issuance of the Series B Preferred Units and the date on which the relevant distribution payment is made. Notwithstanding anything to the contrary contained herein, any distributions that are deferred under this Section 5(g) shall be deemed to have been paid in full for purposes of Sections 5(c) and (d) of this Schedule A until the end of the Distribution Period during which they are to be paid as provided above. (h) For any quarterly period, any amounts paid with respect to the Series B Preferred Units in excess of the amount that would have been paid with respect to such Units for such period had they been converted into Common Units in accordance with the terms of Section 7 of this Schedule A are intended to constitute guaranteed payments within the meaning of Section 707(c) of the Code and shall not be treated as distributions for purposes of allocating Net Income and Net Loss or otherwise maintaining Capital Accounts.

Distributions. (a) With respect to each Distribution Period and subject to the rights of the holders of Preferred Units ranking senior to or on parity with the Series B Preferred Units, the holders of Series B Preferred Units shall be entitled to receive, when, as and if declared by the General Partner, out of assets of the Partnership legally available for the payment of distributions, quarterly cumulative cash distributions in an amount per Series B Preferred Unit equal to the greater of (i) $1.0625 and (ii) the amount of the regular quarterly cash distribution for such Distribution Period upon the number of Common Units (or portion thereof) into which such Series B Preferred Unit is then convertible in accordance with Section 7 of this Schedule A (but, with respect to any Distribution Period ending after the Fifteenth Anniversary Date, no amount shall be paid in respect of clause (ii) of this paragraph in respect of the portion of such Distribution Period occurring after the Fifteenth Anniversary Date). Notwithstanding anything to the contrary contained herein, the amount of distributions described under each of either clause (i) and or (ii) of this paragraph for the initial Distribution Period, or any other period shorter than a full Distribution Period, shall be prorated and computed on the basis of twelve 30-day months and a 360-day year. The distributions upon the Series B Preferred Units for each Distribution Period shall, if and to the extent declared or authorized by the General Partner on behalf of the Partnership, be paid in arrears (without interest or other amount) on the Distribution Payment Date with respect thereto, and, if not paid on such date, shall accumulate, whether or not there are funds legally available for the payment thereof and whether or not such distributions are declared or authorized. The record date for distributions upon the Series B Preferred Units for any Distribution Period shall be the same as the record date for the distributions upon the Common Units for such Distribution Period (or, if no such record is set for the Common Units, the fifteenth day of the calendar month in which the applicable Distribution Payment Date falls). Accumulated and unpaid distributions for any past Distribution Periods to may be declared and paid at any time, without reference to any Distribution Payment Date, to holders of record on such date, not exceeding 45 days preceding the payment date thereof, as may be fixed by the General Partner. Any distribution payment made upon the Series B Preferred Units shall first be credited against the earliest accumulated but unpaid distributions due with respect to such Units which remains payable. No interest, or sum of money in lieu of interest, shall be owing or payable in respect of any distribution payment or payments on the Series B Preferred Units, whether or not in arrears, including, without limitation, any distribution payment that is deferred pursuant to Section 5(g) of this Schedule A.. (b) No distribution on the Series B Preferred Units shall be declared by the General Partner or paid or set apart for payment by the Partnership at such time as the terms and provisions of any agreement of the Partnership, including any agreement relating to its indebtedness, prohibits such declaration, payment or setting apart for payment or provides that such declaration, payment or setting apart for payment would constitute a breach thereof, or a default thereunder, or if such declaration or payment shall be restricted or prohibited by law. Notwithstanding the foregoing, distributions on the Series B Preferred Units shall accumulate whether or not any of the foregoing restrictions exist. (c) Except as provided in Section 5(d) of this Schedule A, so long as any Series B Preferred Units are outstanding, (i) no distributions (other than in Common Units or other Units ranking junior to the Series B Preferred Units as to payment of distributions and amounts upon liquidation, dissolution or winding-up of the Partnership) shall be declared or paid or set apart for payment upon the Common Units or any other class or series of partnership interests in the Partnership or Units ranking, as to payment of distributions or amounts distributable upon liquidation, dissolution or winding-up of the Partnership, on a parity with or junior to the Series B Preferred Units, for any period and (ii) no Common Units or other Units ranking junior to or on a parity with the Series B Preferred Units as to payment of distributions or amounts upon liquidation, dissolution or winding-up of the Partnership, shall be redeemed, purchased or otherwise acquired for any consideration (or any monies be paid to or made available for a sinking fund for the redemption of any such Units) by the Partnership (except by conversion into or exchange for other Units ranking junior to the Series B Preferred Units as to payment of distributions and amounts upon liquidation, dissolution or winding-up of the Partnership or by redemptions pursuant to Rights Agreements) unless, in the case of either clause (i) or (ii), full cumulative distributions have been or contemporaneously are declared and paid or declared and a sum sufficient for the payment thereof set apart for such payment on the Series B Preferred Units for all Distribution Periods ending on or prior to the distribution payment date for the Common Units or such other class or series of Unit or the date of such redemption, purchase or other acquisition. (d) When distributions are not paid in full (or a sum sufficient for such full payment is not set apart for such payment) upon the Series B Preferred Units and any other partnership interests in the Partnership or Units ranking on a parity as to payment of distributions with the Series B Preferred Units, all distributions declared upon the Series B Preferred Units and any other partnership interests in the Partnership or Units ranking on a parity as to payment of distributions with the Series B Preferred Units shall be declared pro rata so that the amount of distributions declared per Unit of Series B Preferred Units and such other partnership interests in the Partnership or Units shall in all cases bear to each other the same ratio that accrued distributions per Unit on the Series B Preferred Units and such other partnership interests in the Partnership or Units (which shall not include any accumulation in respect of unpaid distributions for prior distribution periods if such Units do not have cumulative distributions) bear to each other. (e) Holders of Series B Preferred Units shall not be entitled to any distributions, whether payable in cash, property or Units, in excess of the cumulative distributions described in Section 5(a) above. (f) Distributions with respect to the Series B Preferred Units are intended to qualify as permitted distributions of cash that are not treated as a disguised sale within the meaning of Treasury Regulation §1.707ss.1.707-4 and the provisions of this Schedule A shall be construed and applied consistently with such Treasury Regulations. (g) Notwithstanding anything to the contrary contained herein (but subject to the last sentence of Section 5(a) hereof), if the distributions with respect to the Series B Preferred Units made on or prior to the second anniversary of the issuance of the Series B Preferred Units would result in any holder of Series B Preferred Units receiving, receiving an annual return on such holder’s “'s "unreturned capital” " (as defined for purposes of Treasury Regulation Section 1.707-4(a)) for a fiscal year (treating the fiscal year in which such second anniversary occurs as ending on such date) in excess of the Safe Harbor Rate (as defined below), then the distributions to such holder in excess of such Safe Harbor Rate will be deferred, will cumulate and will be paid, if and to the extent declared or authorized by the General Partner on behalf of the Partnership and subject, subject to the provisions of Section 5(b) hereof, on the earlier to occur of (i) the disposition of the Series B Preferred Units to which such deferred distributions relate in a transaction in which the disposing holder recognizes taxable gain thereon or (ii) the first distribution payment date with respect to the Series B Preferred Units following the second anniversary of the issuance of the Series B Preferred Units. For purposes of the foregoing, the “"Safe Harbor Rate” " shall equal 150% of the highest applicable federal rate, based on annual quarterly compounding, in effect for purposes of Section 1274(d) of the Code at any time between the date of the issuance of the Series B Preferred Units and the date on which the relevant distribution payment is made. Notwithstanding anything to the contrary contained herein, any distributions that are deferred under this Section 5(g) section shall be deemed to have been paid in full for purposes of Sections 5(c) and (d) of this Schedule A until the end of the Distribution Dividend Period during which they are to be paid as provided above. (h) For any quarterly period, any amounts paid with respect to the Series B Preferred Units in excess of the amount that would have been paid with respect to such Units for such period had they been converted into Common Units in accordance with the terms of Section 7 of this Schedule A are intended to constitute guaranteed payments within the meaning of Section 707(c) of the Code and shall not be treated as distributions for purposes of allocating Net Income and Net Loss or otherwise maintaining Capital Accounts.

Distributions. (a1) With respect to each Distribution Period and subject to the rights The General Partner, as holder of the holders of Preferred Units ranking senior to or on parity with the then outstanding Series B N Preferred Units, the holders of Series B Preferred Units shall be entitled to receive, when, when and as and if declared by the General Partner out of any funds legally available therefor, cumulative Distributions at the rate of 7.25% of the liquidation preference per unit per year, payable quarterly in equal amounts of $4.53125 per unit in cash on the last calendar day of each March, June, September and December, or, if not a Business Day (as hereinafter defined), the next succeeding Business Day (each such day being hereinafter called a “Quarterly Distribution Date” and each period ending on a Quarterly Distribution Date being hereinafter called a “Distribution Period”), provided, however, that the first Distribution on the Series N Preferred Units will be paid on September 30, 2006. Distributions shall be payable to the General Partner, out of assets as holder of the Series N Preferred Units, at the close of business on the applicable record date (the “Record Date”), which shall be on such date designated by the Partnership legally available for the payment of distributions, quarterly cumulative cash distributions in an amount per Series B Preferred Unit equal Distributions that is not more than 30 nor less than 10 days prior to the greater of (i) $1.0625 and (ii) the such Quarterly Distribution Date. The amount of the regular quarterly cash distribution any Distribution payable for such any partial Distribution Period upon the number of Common Units (or portion thereof) into which such Series B Preferred Unit is then convertible in accordance with Section 7 of this Schedule A (but, with respect to any Distribution Period ending after the Fifteenth Anniversary Date, no amount shall be paid in respect of clause (ii) of this paragraph in respect of the portion of such Distribution Period occurring after the Fifteenth Anniversary Date). Notwithstanding anything to the contrary contained herein, the amount of distributions described under each of clause (i) and (ii) of this paragraph for the initial Distribution Period, or any other period shorter than a full Distribution Period, shall be prorated and computed on the basis of a 360-day year consisting of twelve 30-day months months. Distributions on each Series N Preferred Unit shall accrue and a 360-day year. The distributions upon be cumulative from and including the Series B Preferred Units for each Distribution Period shall, if and to the extent declared or authorized by the General Partner on behalf date of the Partnership, be paid in arrears (without interest or other amount) on the Distribution Payment Date with respect thereto, and, if not paid on such date, shall accumulate, original issue thereof whether or not (i) there are funds legally available for the payment thereof and whether of such Distributions or not (ii) such distributions Distributions are declared or authorized. The record date for distributions upon the Series B Preferred Units for any Distribution Period shall be the same as the record date for the distributions upon the Common Units for such Distribution Period (or, if no such record is set for the Common Units, the fifteenth day of the calendar month in which the applicable Distribution Payment Date falls). Accumulated and unpaid distributions for any past Distribution Periods to be declared and Distributions paid at any time, without reference to any Distribution Payment Date, to holders of record on such date, not exceeding 45 days preceding the payment date thereof, as may be fixed by the General Partner. Any distribution payment made upon the Series B Preferred Units shall first be credited against the earliest accumulated but unpaid distributions due with respect to such Units which remains payable. No interest, or sum of money in lieu of interest, shall be owing or payable in respect of any distribution payment or payments on the Series B N Preferred Units, whether or not Units in arrears, including, without limitation, any distribution payment that is deferred pursuant to Section 5(g) an amount less than the total amount of this Schedule A. (b) No distribution such Distributions at the time accrued and payable on the such Series B N Preferred Units shall be declared by the General Partner or paid or set apart for payment by the Partnership at allocated pro rata on a per-unit basis among all such time as the terms and provisions of any agreement of the Partnership, including any agreement relating to its indebtedness, prohibits such declaration, payment or setting apart for payment or provides that such declaration, payment or setting apart for payment would constitute a breach thereof, or a default thereunder, or if such declaration or payment shall be restricted or prohibited by law. Notwithstanding the foregoing, distributions on the Series B N Preferred Units shall accumulate whether or not any of at the foregoing restrictions exist. (c) time outstanding. Except as provided in Section 5(d) the last sentence of this Schedule Aparagraph, so long as any unless the full cumulative Distributions on the Series B N Preferred Units are outstanding, (i) no distributions (other than in Common Units or other Units ranking junior to the Series B Preferred Units as to payment of distributions and amounts upon liquidation, dissolution or winding-up of the Partnership) shall be declared or paid or set apart for payment upon the Common Units or any other class or series of partnership interests in the Partnership or Units ranking, as to payment of distributions or amounts distributable upon liquidation, dissolution or winding-up of the Partnership, on a parity with or junior to the Series B Preferred Units, for any period and (ii) no Common Units or other Units ranking junior to or on a parity with the Series B Preferred Units as to payment of distributions or amounts upon liquidation, dissolution or winding-up of the Partnership, shall be redeemed, purchased or otherwise acquired for any consideration (or any monies be paid to or made available for a sinking fund for the redemption of any such Units) by the Partnership (except by conversion into or exchange for other Units ranking junior to the Series B Preferred Units as to payment of distributions and amounts upon liquidation, dissolution or winding-up of the Partnership or by redemptions pursuant to Rights Agreements) unless, in the case of either clause (i) or (ii), full cumulative distributions have been or contemporaneously are declared and paid or declared and a sum sufficient for the payment thereof set apart for payment for all past Distribution Periods and the then current Distribution Period, no Distributions (other than Distributions payable solely in Common Units or other Fully Junior Units) shall be declared or paid or set aside for payment or other Distribution made upon the Common Units or any other Units ranking junior to or on a parity with the Series N Preferred Units as to Distributions or upon liquidation, nor shall any Common Units or any other Units ranking junior to or on a parity with the Series N Preferred Units as to Distributions or upon liquidation be redeemed, purchased or otherwise acquired for any consideration (or any moneys be paid to or made available for a sinking fund for the redemption of such payment Units) by the Partnership or any subsidiary of the Partnership (except for conversion into or exchange for such Units of the Partnership ranking junior to the Series N Preferred Units as to Distributions and upon liquidation). If accrued Distributions on the Series B N Preferred Units for all prior Distribution Periods ending have not been paid in full, then any Distribution declared on or prior to the distribution payment date Series N Preferred Units for the Common Units or such other class or any Distribution Period and on any series of Unit or the date of such redemption, purchase or other acquisition. (d) When distributions are not paid in full (or a sum sufficient for such full payment is not set apart for such payment) upon the Series B Preferred Units and any other partnership interests in at the Partnership or Units time outstanding ranking on a parity as to payment of distributions the Distributions with the Series B N Preferred Units, all distributions Units will be declared upon ratably in proportion to accrued and unpaid Distributions on the Series B N Preferred Units and any other partnership interests in such series of Preferred Units at the Partnership or Units time outstanding ranking on a parity as to payment of distributions Distributions with the Series B Preferred Units shall be declared pro rata so that the amount of distributions declared per Unit of Series B Preferred Units and such other partnership interests in the Partnership or Units shall in all cases bear to each other the same ratio that accrued distributions per Unit on the Series B Preferred Units and such other partnership interests in the Partnership or Units (which shall not include any accumulation in respect of unpaid distributions for prior distribution periods if such Units do not have cumulative distributions) bear to each other. (e) Holders of Series B Preferred Units shall not be entitled to any distributions, whether payable in cash, property or Units, in excess of the cumulative distributions described in Section 5(a) above. (f) Distributions with respect to the Series B Preferred Units are intended to qualify as permitted distributions of cash that are not treated as a disguised sale within the meaning of Treasury Regulation §1.707-4 and the provisions of this Schedule A shall be construed and applied consistently with such Treasury Regulations. (g) Notwithstanding anything to the contrary contained herein (but subject to the last sentence of Section 5(a) hereof), if the distributions with respect to the Series B Preferred Units made on or prior to the second anniversary of the issuance of the Series B Preferred Units would result in any holder of Series B Preferred Units receiving, an annual return on such holder’s “unreturned capital” (as defined for purposes of Treasury Regulation Section 1.707-4(a)) for a fiscal year (treating the fiscal year in which such second anniversary occurs as ending on such date) in excess of the Safe Harbor Rate (as defined below), then the distributions to such holder in excess of such Safe Harbor Rate will be deferred, will cumulate and will be paid, if and to the extent declared or authorized by the General Partner on behalf of the Partnership and subject, to the provisions of Section 5(b) hereof, on the earlier to occur of (i) the disposition of the Series B Preferred Units to which such deferred distributions relate in a transaction in which the disposing holder recognizes taxable gain thereon or (ii) the first distribution payment date with respect to the Series B Preferred Units following the second anniversary of the issuance of the Series B N Preferred Units. For purposes of the foregoing, the “Safe Harbor Rate” shall equal 150% of the highest applicable federal rate, based on annual compounding, in effect for purposes of Section 1274(d) of the Code at any time between the date of the issuance of the Series B Preferred Units and the date on which the relevant distribution payment is made. Notwithstanding anything to the contrary contained herein, any distributions that are deferred under this Section 5(g) shall be deemed to have been paid in full for purposes of Sections 5(c) and (d) of this Schedule A until the end of the Distribution Period during which they are to be paid as provided above. (h) For any quarterly period, any amounts paid with respect to the Series B Preferred Units in excess of the amount that would have been paid with respect to such Units for such period had they been converted into Common Units in accordance with the terms of Section 7 of this Schedule A are intended to constitute guaranteed payments within the meaning of Section 707(c) of the Code and shall not be treated as distributions for purposes of allocating Net Income and Net Loss or otherwise maintaining Capital Accounts.

Distributions. (a) With respect to each Distribution Period and subject to the rights of the holders of Preferred Units ranking senior to or on parity with the Series B Preferred Units, the holders of Series B Preferred Units shall be entitled to receive, when, as and if declared by the General Partner, out of assets of the Partnership legally available for the payment of distributions, quarterly cumulative cash distributions in an amount per Series B Preferred Unit equal to the greater of (i) $1.0625 and (ii) the amount of the regular quarterly cash distribution for such Distribution Period upon the number of Common Units (or portion thereof) into which such Series B Preferred Unit is then convertible in accordance with Section 7 of this Schedule A (but, with respect to any Distribution Period ending after the Fifteenth Anniversary Date, no amount shall be paid in respect of clause (ii) of this paragraph in respect of the portion of such Distribution Period occurring after the Fifteenth Anniversary Date). Notwithstanding anything to the contrary contained herein, the amount of distributions described under each of clause (i) and (ii) of this paragraph for the initial Distribution Period, or any other period shorter than a full Distribution Period, shall be prorated and computed on the basis of twelve 30-day months and a 360-day year. The distributions upon the Series B Preferred Units for each Distribution Period shall, if and to the extent declared or authorized by the General Partner on behalf of the Partnership, be paid in arrears (without interest or other amount) on the Distribution Payment Date with respect thereto, and, if not paid on such date, shall accumulate, whether or not there are funds legally available for the payment thereof and whether or not such distributions are declared or authorized. The record date for distributions upon the Series B Preferred Units for any Distribution Period shall be the same as the record date for the distributions upon the Common Units for such Distribution Period (or, if no such record is set for the Common Units, the fifteenth day of the calendar month in which the applicable Distribution Payment Date falls). Accumulated and unpaid distributions for any past Distribution Periods to may be declared and paid at any time, without reference to any Distribution Payment Date, to holders of record on such date, not exceeding 45 days preceding the payment date thereof, as may be fixed by the General Partner. Any distribution payment made upon the Series B Preferred Units shall first be credited against the earliest accumulated but unpaid distributions due with respect to such Units which remains payable. No interest, or sum of money in lieu of interest, shall be owing or payable in respect of any distribution payment or payments on the Series B Preferred Units, whether or not in arrears, including, without limitation, any distribution payment that is deferred pursuant to Section 5(g) of this Schedule A. (b) No distribution on the Series B Preferred Units shall be declared by the General Partner or paid or set apart for payment by the Partnership at such time as the terms and provisions of any agreement of the Partnership, including any agreement relating to its indebtedness, prohibits such declaration, payment or setting apart for payment or provides that such declaration, payment or setting apart for payment would constitute a breach thereof, or a default thereunder, or if such declaration or payment shall be restricted or prohibited by law. Notwithstanding the foregoing, distributions on the Series B Preferred Units shall accumulate whether or not any of the foregoing restrictions exist. (c) Except as provided in Section 5(d) of this Schedule A, so long as any Series B Preferred Units are outstanding, (i) no distributions (other than in Common Units or other Units ranking junior to the Series B Preferred Units as to payment of distributions and amounts upon liquidation, dissolution or winding-up of the Partnership) shall be declared or paid or set apart for payment upon the Common Units or any other class or series of partnership interests in the Partnership or Units ranking, as to payment of distributions or amounts distributable upon liquidation, dissolution or winding-up of the Partnership, on a parity with or junior to the Series B Preferred Units, for any period and (ii) no Common Units or other Units ranking junior to or on a parity with the Series B Preferred Units as to payment of distributions or amounts upon liquidation, dissolution or winding-up of the Partnership, shall be redeemed, purchased or otherwise acquired for any consideration (or any monies be paid to or made available for a sinking fund for the redemption of any such Units) by the Partnership (except by conversion into or exchange for other Units ranking junior to the Series B Preferred Units as to payment of distributions and amounts upon liquidation, dissolution or winding-up of the Partnership or by redemptions pursuant to Rights Agreements) unless, in the case of either clause (i) or (ii), full cumulative distributions have been or contemporaneously are declared and paid or declared and a sum sufficient for the payment thereof set apart for such payment on the Series B Preferred Units for all Distribution Periods ending on or prior to the distribution payment date for the Common Units or such other class or series of Unit or the date of such redemption, purchase or other acquisition. (d) When distributions are not paid in full (or a sum sufficient for such full payment is not set apart for such payment) upon the Series B Preferred Units and any other partnership interests in the Partnership or Units ranking on a parity as to payment of distributions with the Series B Preferred Units, all distributions declared upon the Series B Preferred Units and any other partnership interests in the Partnership or Units ranking on a parity as to payment of distributions with the Series B Preferred Units shall be declared pro rata so that the amount of distributions declared per Unit of Series B Preferred Units and such other partnership interests in the Partnership or Units shall in all cases bear to each other the same ratio that accrued distributions per Unit on the Series B Preferred Units and such other partnership interests in the Partnership or Units (which shall not include any accumulation in respect of unpaid distributions for prior distribution periods if such Units do not have cumulative distributions) bear to each other. (e) Holders of Series B Preferred Units shall not be entitled to any distributions, whether payable in cash, property or Units, in excess of the cumulative distributions described in Section 5(a) above. (f) Distributions with respect to the Series B Preferred Units are intended to qualify as permitted distributions of cash that are not treated as a disguised sale within the meaning of Treasury Regulation §1.707ss.1.707-4 and the provisions of this Schedule A shall be construed and applied consistently with such Treasury Regulations. (g) Notwithstanding anything to the contrary contained herein (but subject to the last sentence of Section 5(a) hereof), if the distributions with respect to the Series B Preferred Units made on or prior to the second anniversary of the issuance of the Series B Preferred Units would result in any holder of Series B Preferred Units receiving, receiving an annual return on such holder’s “'s "unreturned capital” " (as defined for purposes of Treasury Regulation Section 1.707-4(a)) for a fiscal year (treating the fiscal year in which such second anniversary occurs as ending on such date) in excess of the Safe Harbor Rate (as defined below), then the distributions to such holder in excess of such Safe Harbor Rate will be deferred, will cumulate and will be paid, if and to the extent declared or authorized by the General Partner on behalf of the Partnership and subject, subject to the provisions of Section 5(b) hereof, on the earlier to occur of (i) the disposition of the Series B Preferred Units to which such deferred distributions relate in a transaction in which the disposing holder recognizes taxable gain thereon or (ii) the first distribution payment date with respect to the Series B Preferred Units following the second anniversary of the issuance of the Series B Preferred Units. For purposes of the foregoing, the “"Safe Harbor Rate” " shall equal 150% of the highest applicable federal rate, based on annual compounding, in effect for purposes of Section 1274(d) of the Code at any time between the date of the issuance of the Series B Preferred Units and the date on which the relevant distribution payment is made. Notwithstanding anything to the contrary contained herein, any distributions that are deferred under this Section 5(g) shall be deemed to have been paid in full for purposes of Sections 5(c) and (d) of this Schedule A until the end of the Distribution Period during which they are to be paid as provided above. (h) For any quarterly period, any amounts paid with respect to the Series B Preferred Units in excess of the amount that would have been paid with respect to such Units for such period had they been converted into Common Units in accordance with the terms of Section 7 of this Schedule A are intended to constitute guaranteed payments within the meaning of Section 707(c) of the Code and shall not be treated as distributions for purposes of allocating Net Income and Net Loss or otherwise maintaining Capital Accounts.

Distributions. (ai) With respect Pursuant to each Distribution Period and subject to the rights Section 5.1 of the holders of Preferred Units ranking senior to or on parity with the Series B Preferred UnitsPartnership Agreement, the holders of Series B A Preferred Units shall be entitled to receive, when, as and if declared by the General Partner, out of assets Available Cash, cumulative preferential distributions of Available Cash at the rate of 8.98% of the Partnership legally available for the payment of distributions, quarterly cumulative cash distributions in an amount $25.00 liquidation preference per Series B Preferred Unit equal annum (equivalent to the greater of (i) $1.0625 and (ii) the a fixed annual amount of $2.245 per unit). Such distributions shall be cumulative from the regular quarterly cash distribution for such Distribution Period upon the number of Common Units (or portion thereof) into last date on which such Series B Preferred Unit is then convertible in accordance with Section 7 of this Schedule A (but, any distributions were paid with respect to any Distribution Period ending after the Fifteenth Anniversary Date, no amount Series A Preferred Units of Beacon Partnership for which the Series A Preferred Units were exchanged in connection with the Partnership Merger and shall be paid payable quarterly in respect arrears on or before March 15, June 15, September 15 and December 15 of clause each year or, if not a business day, the next succeeding business day (ii) of this paragraph in respect of the portion of such each a "Series A Preferred Unit Distribution Period occurring after the Fifteenth Anniversary Payment Date"). Notwithstanding anything to Any distribution payable on the contrary contained herein, the amount of distributions described under each of clause (i) and (ii) of this paragraph Series A Preferred Units for the initial Distribution Period, or any other partial distribution period shorter than a full Distribution Period, shall will be prorated and computed on the basis of a 360-day year consisting of twelve 30-day months and a 360-day year. The distributions upon the Series B Preferred Units for each Distribution Period shall, if and to the extent declared or authorized by the General Partner on behalf of the Partnership, be paid in arrears (without interest or other amount) on the Distribution Payment Date with respect thereto, and, if not paid on such date, shall accumulate, whether or not there are funds legally available for the payment thereof and whether or not such distributions are declared or authorized. The record date for distributions upon the Series B Preferred Units for any Distribution Period shall be the same as the record date for the distributions upon the Common Units for such Distribution Period (or, if no such record is set for the Common Units, the fifteenth day of the calendar month in which the applicable Distribution Payment Date falls). Accumulated and unpaid distributions for any past Distribution Periods to be declared and paid at any time, without reference to any Distribution Payment Date, to holders of record on such date, not exceeding 45 days preceding the payment date thereof, as may be fixed by the General Partner. Any distribution payment made upon the Series B Preferred Units shall first be credited against the earliest accumulated but unpaid distributions due with respect to such Units which remains payable. No interest, or sum of money in lieu of interest, shall be owing or payable in respect of any distribution payment or payments on the Series B Preferred Units, whether or not in arrears, including, without limitation, any distribution payment that is deferred pursuant to Section 5(g) of this Schedule A.months. (bii) No distribution distributions on the Series B A Preferred Units shall be declared by the General Partner authorized or paid or set apart for payment by the Partnership at such time as the terms and provisions of any agreement of the Partnership, including any agreement relating to its indebtedness, prohibits such declarationauthorization, payment or setting apart for payment or provides that such declarationauthorization, payment or setting apart for payment would constitute a breach 110 thereof, or a default thereunder, or if such declaration authorization or payment shall be restricted or prohibited by law. . (iii) Notwithstanding the foregoing, distributions with respect to the Series A Preferred Units will accrue whether or not the terms and provisions set forth in Section 2.C.(ii) at any time prohibit the current payment of distributions, whether or not there is sufficient Available Cash for such distributions and whether or not such distributions are authorized. Accrued but unpaid distributions on the Series B A Preferred Units shall will accumulate whether or not any as of the foregoing restrictions existSeries A Preferred Unit Distribution Payment Date on which they first become payable. (c) Except as provided in Section 5(d) of this Schedule A, so long as any Series B Preferred Units are outstanding, (i) no distributions (other than in Common Units or other Units ranking junior to the Series B Preferred Units as to payment of distributions and amounts upon liquidation, dissolution or winding-up of the Partnership) shall be declared or paid or set apart for payment upon the Common Units or any other class or series of partnership interests in the Partnership or Units ranking, as to payment of distributions or amounts distributable upon liquidation, dissolution or winding-up of the Partnership, on a parity with or junior to the Series B Preferred Units, for any period and (ii) no Common Units or other Units ranking junior to or on a parity with the Series B Preferred Units as to payment of distributions or amounts upon liquidation, dissolution or winding-up of the Partnership, shall be redeemed, purchased or otherwise acquired for any consideration (or any monies be paid to or made available for a sinking fund for the redemption of any such Units) by the Partnership (except by conversion into or exchange for other Units ranking junior to the Series B Preferred Units as to payment of distributions and amounts upon liquidation, dissolution or winding-up of the Partnership or by redemptions pursuant to Rights Agreements) unless, in the case of either clause (i) or (ii), full cumulative distributions have been or contemporaneously are declared and paid or declared and a sum sufficient for the payment thereof set apart for such payment on the Series B Preferred Units for all Distribution Periods ending on or prior to the distribution payment date for the Common Units or such other class or series of Unit or the date of such redemption, purchase or other acquisition. (div) When distributions are not paid in full (or a sum sufficient for such full payment is not so set apart for such paymentapart) upon the Series B A Preferred Units and any other partnership interests in the Partnership or Units Interests ranking on a parity as to payment of distributions with the Series B A Preferred Units, all distributions declared authorized upon the Series B A Preferred Units and any other partnership interests in the Partnership or Units Interests ranking on a parity as to payment of distributions with the Series B A Preferred Units shall be declared authorized pro rata so that the amount of distributions declared authorized per Partnership Unit of Series B A Preferred Units and such other partnership interests in the Partnership or Units Interests shall in all cases bear to each other the same ratio that accrued distributions per Partnership Unit on the Series B A Preferred Units and such other partnership interests in the Partnership or Units Interests (which shall not include any accumulation accrual in respect of unpaid distributions for prior distribution periods if such Units other Partnership Interests do not have a cumulative distributionsdistribution) bear to each other. No interest, or sum of money in lieu of interest, shall be payable in respect of any distribution payment or payments on Series A Preferred Units which may be in arrears. (ev) Except as provided in Section 2.B.(iv), unless full cumulative distributions on the Series A Preferred Units have been or contemporaneously are authorized and paid or authorized and a sum sufficient for the payment thereof is set apart for payment for all past distribution periods and the then current distribution period, no distributions (other than in Partnership Interests ranking junior to the Series A Preferred Units as to distributions and upon liquidation) shall be authorized or paid or set aside for payment nor shall any other distribution be authorized or made upon the Class A Units, the Class B Units, or any other Partnership Interests ranking junior to or on a parity with the Series A Preferred Units as to distributions or upon liquidation, nor shall any Class A Units, Class B Units, or any other Partnership Interests ranking junior to or on a parity with the Series A Preferred Shares as to distributions or upon liquidation be redeemed, purchased or otherwise acquired for any consideration (or any moneys be paid to or made available for a sinking fund for the redemption of any such units or other Partnership Interests) by the Partnership (except by conversion into or exchange for Partnership Interests ranking junior to the Series A Preferred Units as to distributions and upon liquidation). (vi) Holders of the Series B A Preferred Units shall not be entitled to any distributionsdistribution, whether payable in cash, property or Units, in excess of the cumulative distributions described in Section 5(a) above. (f) Distributions with respect to the Series B Preferred Units are intended to qualify as permitted distributions of cash that are not treated as a disguised sale within the meaning of Treasury Regulation §1.707-4 and the provisions of this Schedule A shall be construed and applied consistently with such Treasury Regulations. (g) Notwithstanding anything to the contrary contained herein (but subject to the last sentence of Section 5(a) hereof), if the distributions with respect to the Series B Preferred Units made on or prior to the second anniversary of the issuance of the Series B Preferred Units would result in any holder of Series B Preferred Units receiving, an annual return on such holder’s “unreturned capital” (as defined for purposes of Treasury Regulation Section 1.707-4(a)) for a fiscal year (treating the fiscal year in which such second anniversary occurs as ending on such date) in excess of the Safe Harbor Rate (as defined below), then the distributions to such holder in excess of such Safe Harbor Rate will be deferred, will cumulate and will be paid, if and to the extent declared or authorized by the General Partner on behalf of the Partnership and subject, to the provisions of Section 5(b) hereof, on the earlier to occur of (i) the disposition of the Series B Preferred Units to which such deferred distributions relate in a transaction in which the disposing holder recognizes taxable gain thereon or (ii) the first distribution payment date with respect to the Series B Preferred Units following the second anniversary of the issuance of the Series B Preferred Units. For purposes of the foregoing, the “Safe Harbor Rate” shall equal 150% of the highest applicable federal rate, based on annual compounding, in effect for purposes of Section 1274(d) of the Code at any time between the date of the issuance of the Series B Preferred Units and the date on which the relevant distribution payment is made. Notwithstanding anything to the contrary contained herein, any distributions that are deferred under this Section 5(g) shall be deemed to have been paid in full for purposes of Sections 5(c) and (d) of this Schedule A until the end of the Distribution Period during which they are to be paid as provided above. (h) For any quarterly period, any amounts paid with respect to the Series B Preferred Units in excess of full cumulative distributions on the amount that would have been paid Series A Preferred Units as described above. Any distribution payment made on the Series A Preferred Units shall first be credited against the earliest accrued but unpaid distribution due with respect to such Series A Preferred Units for such period had they been converted into Common Units in accordance with the terms of Section 7 of this Schedule A are intended to constitute guaranteed payments within the meaning of Section 707(c) of the Code and shall not be treated as distributions for purposes of allocating Net Income and Net Loss or otherwise maintaining Capital Accountswhich remains payable.

Distributions. (a) With respect to each Distribution Period and subject Subject to the preferential rights of the holders of any class or series of Preferred Units of the Partnership expressly designated as ranking senior to or on parity with the Series B Preferred UnitsUnits as to distributions, the holders of Series B Preferred Units shall be entitled to receive, when, as and if authorized by the General Partner and declared by the General PartnerPartnership, out of assets funds of the Partnership legally available for the payment of distributions, quarterly as determined by the General Partner, preferential cumulative cash distributions in an at the initial rate of 9.50% per annum of the Base Liquidation Preference (as defined below) per unit plus the amount per of previously accrued and unpaid distributions on the Series B Preferred Unit equal to Units (the greater “Series B Preferred Return”) from the date of (i) $1.0625 and (ii) the amount original issue of the regular quarterly cash distribution for such Distribution Period upon the number of Common Series B Preferred Units (or portion thereof) into which such the date of issue of any Series B Preferred Unit is then convertible Units issued after such original issue date) (the “Original Issuance Date”). The dividend rate will increase as set forth in accordance with Section 7 5(e) hereto. Distributions on the Series B Preferred Units shall accrue and be cumulative from (and including) the Original Issuance Date of this Schedule A (butany Series B Preferred Units or, with respect to any accrued distributions that have been paid in cash, the end of the most recent Distribution Period ending after the Fifteenth Anniversary Datefor which distributions have been paid, no amount and shall be paid payable quarterly, in respect equal amounts, in arrears, on or about the 10th day of clause each January, April, July and October of each year (iior, if not a Business Day, the next succeeding Business Day) (each a “Series B Preferred Distribution Payment Date”), commencing on October 10, 2023. A “Distribution Period” is the respective period commencing on and including January 1, April 1, July 1 and October 1 of this paragraph in respect each year and ending on and including the day preceding the first day of the portion of such next succeeding Distribution Period occurring after the Fifteenth Anniversary Date). Notwithstanding anything to the contrary contained herein, the amount of distributions described under each of clause (i) and (ii) of this paragraph for other than the initial Distribution PeriodPeriod and the Distribution Period during which any Series B Preferred Units shall be redeemed or otherwise acquired by the Partnership). The term “Business Day” shall mean each day, or any other period shorter than a full Distribution PeriodSaturday or Sunday, shall which is not a day on which banks in the State of New York are required to close. Dividends will be prorated and for partial quarters. The amount of any distribution payable on the Series B Preferred Units for any Distribution Period will be computed on the basis of twelve 30-day months and a 360-day year. The distributions upon the Series B Preferred Units for each Distribution Period shall, if and to the extent declared or authorized by the General Partner on behalf of the Partnership, Distributions will be paid in arrears (without interest or other amount) on the Distribution Payment Date with respect thereto, and, if not paid on such date, shall accumulate, whether or not there are funds legally available for the payment thereof and whether or not such distributions are declared or authorized. The record date for distributions upon the Series B Preferred Units for any Distribution Period shall be the same as the record date for the distributions upon the Common Units for such Distribution Period (or, if no such record is set for the Common Units, the fifteenth day of the calendar month in which the applicable Distribution Payment Date falls). Accumulated and unpaid distributions for any past Distribution Periods to be declared and paid at any time, without reference to any Distribution Payment Date, payable to holders of record on such date, not exceeding 45 days preceding the payment date thereof, as may be fixed by the General Partner. Any distribution payment made upon the Series B Preferred Units shall first be credited against the earliest accumulated but unpaid distributions due with respect to such Units which remains payable. No interest, or sum of money in lieu of interest, shall be owing or payable in respect of any distribution payment or payments on the Series B Preferred Units, whether or not in arrears, including, without limitation, any distribution payment that is deferred pursuant to Section 5(g) of this Schedule A. (b) No distribution on the Series B Preferred Units shall be declared by the General Partner or paid or set apart for payment by the Partnership at such time as the terms and provisions of any agreement of the Partnership, including any agreement relating to its indebtedness, prohibits such declaration, payment or setting apart for payment or provides that such declaration, payment or setting apart for payment would constitute a breach thereof, or a default thereunder, or if such declaration or payment shall be restricted or prohibited by law. Notwithstanding the foregoing, distributions on the Series B Preferred Units shall accumulate whether or not any of the foregoing restrictions exist. (c) Except as provided in Section 5(d) of this Schedule A, so long as any Series B Preferred Units are outstanding, (i) no distributions (other than in Common Units or other Units ranking junior to the Series B Preferred Units as to payment of distributions and amounts upon liquidation, dissolution or winding-up they appear on the records of the Partnership) shall be declared or paid or set apart for payment upon Partnership at the Common Units or any other class or series close of partnership interests in business on the Partnership or Units ranking, as to payment of distributions or amounts distributable upon liquidation, dissolution or winding-up 25th day of the Partnership, on a parity with or junior to month preceding the applicable Series B Preferred UnitsDistribution Payment Date, for any period i.e., December 25, March 25, June 25 and (ii) no Common Units or other Units ranking junior to or on a parity with the Series B Preferred Units as to payment of distributions or amounts upon liquidationSeptember 25, dissolution or winding-up of the Partnershipor, shall be redeemed, purchased or otherwise acquired for any consideration (or any monies be paid to or made available for a sinking fund for the redemption of any if such Units) by the Partnership (except by conversion into or exchange for other Units ranking junior to the Series B Preferred Units as to payment of distributions and amounts upon liquidation, dissolution or winding-up of the Partnership or by redemptions pursuant to Rights Agreements) unless, in the case of either clause (i) or (ii), full cumulative distributions have been or contemporaneously are declared and paid or declared and a sum sufficient for the payment thereof set apart for such payment on the Series B Preferred Units for all Distribution Periods ending on or prior to the distribution payment date for the Common Units or such other class or series of Unit or the date of such redemption, purchase or other acquisition. (d) When distributions are not paid in full (or a sum sufficient for such full payment is not set apart for such payment) upon the Series B Preferred Units and any other partnership interests in the Partnership or Units ranking on a parity as to payment of distributions with the Series B Preferred Units, all distributions declared upon the Series B Preferred Units and any other partnership interests in the Partnership or Units ranking on a parity as to payment of distributions with the Series B Preferred Units shall be declared pro rata so that the amount of distributions declared per Unit of Series B Preferred Units and such other partnership interests in the Partnership or Units shall in all cases bear to each other the same ratio that accrued distributions per Unit on the Series B Preferred Units and such other partnership interests in the Partnership or Units (which shall not include any accumulation in respect of unpaid distributions for prior distribution periods if such Units do not have cumulative distributions) bear to each other. (e) Holders of Series B Preferred Units shall not be entitled to any distributions, whether payable in cash, property or Units, in excess of the cumulative distributions described in Section 5(a) above. (f) Distributions with respect to the Series B Preferred Units are intended to qualify as permitted distributions of cash that are not treated as a disguised sale within the meaning of Treasury Regulation §1.707-4 and the provisions of this Schedule A shall be construed and applied consistently with such Treasury Regulations. (g) Notwithstanding anything to the contrary contained herein (but subject to the last sentence of Section 5(a) hereof), if the distributions with respect to the Series B Preferred Units made on or prior to the second anniversary of the issuance of the Series B Preferred Units would result in any holder of Series B Preferred Units receiving, an annual return on such holder’s “unreturned capital” (as defined for purposes of Treasury Regulation Section 1.707-4(a)) for a fiscal year (treating the fiscal year in which such second anniversary occurs as ending on such date) in excess of the Safe Harbor Rate (as defined below), then the distributions to such holder in excess of such Safe Harbor Rate will be deferred, will cumulate and will be paid, if and to the extent declared or authorized by the General Partner on behalf of the Partnership and subject, to the provisions of Section 5(b) hereofBusiness Day, on the earlier to occur of next succeeding Business Day (i) the disposition of the Series B Preferred Units to which such deferred distributions relate in each, a transaction in which the disposing holder recognizes taxable gain thereon or (ii) the first distribution payment date with respect to the Series B Preferred Units following the second anniversary of the issuance of the Series B Preferred Units. For purposes of the foregoing, the “Safe Harbor Rate” shall equal 150% of the highest applicable federal rate, based on annual compounding, in effect for purposes of Section 1274(d) of the Code at any time between the date of the issuance of the Series B Preferred Units and the date on which the relevant distribution payment is made. Notwithstanding anything to the contrary contained herein, any distributions that are deferred under this Section 5(g) shall be deemed to have been paid in full for purposes of Sections 5(c) and (d) of this Schedule A until the end of the Distribution Period during which they are to be paid as provided aboveRecord Date”). (h) For any quarterly period, any amounts paid with respect to the Series B Preferred Units in excess of the amount that would have been paid with respect to such Units for such period had they been converted into Common Units in accordance with the terms of Section 7 of this Schedule A are intended to constitute guaranteed payments within the meaning of Section 707(c) of the Code and shall not be treated as distributions for purposes of allocating Net Income and Net Loss or otherwise maintaining Capital Accounts.

Distributions. (aA) With respect to each Distribution Period and subject to The General Partner, in its capacity as the rights holder of the holders of Preferred Units ranking senior to or on parity with the then outstanding Series B E Preferred Units, the holders of Series B Preferred Units shall be entitled to receivereceive out of funds legally available therefor, when, as and if declared by the General Partner, out distributions payable in cash at the rate per Series E Preferred Unit equal to the greater of assets (a)(i) $2.82875 per annum from the Issue Date up to and including the first anniversary of the Issue Date, (ii) $3.01125 per annum from the day after the period described in (i) up to and including the second anniversary of the Issue Date and (iii) $3.1025 per annum thereafter, or (b) the ordinary cash distributions (determined on each Distribution Date) paid on the number of Class A Units, or portion thereof, into which a Series E Preferred Unit is convertible. The distributions referred to in clause (b) of the preceding sentence shall equal the number of Class A Units, or portion thereof, into which a Series E Preferred Unit is convertible, multiplied by the most recent quarterly distribution on a Class A Unit on or before the applicable Distribution Date. If the Partnership pays an ordinary cash distribution on the Class A Units with respect to a Distribution Period after the date on which the Distribution Date is declared pursuant to clause (ii) of the definition of Distribution Date and the distribution calculated with respect to clause (b) of the first sentence of this Section 2(A) is greater than the distribution previously declared on the Series E Preferred Units with respect to such Distribution Period, the Partnership shall pay an additional distribution in respect of the Series E Preferred Units on the date on which the distribution on the Class A Units is paid, in an amount equal to the difference between (y) the distribution calculated pursuant to clause (b) of the first sentence of this Section 2(A) and (z) the amount of distributions previously declared on the Series E Preferred Units with respect to such Distribution Period. Distributions shall begin to accrue and shall be fully cumulative from the first day of the applicable Distribution Period, whether or not in any Distribution Period or Periods there shall be funds of the Partnership legally available for the payment of such distributions, quarterly cumulative cash and shall be payable quarterly, when, as and if declared by the General Partner, in arrears on Distribution Dates. Accrued and unpaid distributions for any past Distribution Periods may be declared and paid at any time and for such interim periods, without reference to any regular Distribution Date, to the General Partner on such date as may be fixed by the General Partner for payment of the corresponding dividend on the Series E Preferred Stock. Any distribution made on the Series E Preferred Units shall first be credited against the earliest accrued but unpaid distribution due with respect to Series E Preferred Units which remains payable. (B) The amount of distributions referred to in an amount per Series B Preferred Unit clause (a) of the first sentence of Section 2(A) shall be equal to the greater of (i) $1.0625 and (ii) annual distribution rate payable for each full Distribution Period for the amount Series E Preferred Units shall be computed by dividing by four. The distribution for the initial Distribution Period will include a partial distribution for the period from the Issue Date until the last calendar day of the regular quarterly cash distribution for such Distribution Period upon calendar quarter containing the number of Common Units (or portion thereof) into which such Series B Preferred Unit is then convertible in accordance with Section 7 of this Schedule A (but, with respect to any Distribution Period ending after the Fifteenth Anniversary Issue Date, no amount shall be paid in respect of clause (ii) of this paragraph in respect of the portion of such Distribution Period occurring after the Fifteenth Anniversary Date). Notwithstanding anything to the contrary contained herein, the The amount of distributions described under each of clause (i) and (ii) of this paragraph payable for the such initial Distribution Period, or any other period shorter than a full Distribution Period, on the Series E Preferred Units shall be prorated and computed on the basis of a 360-day year of twelve 30-day months and a 360-day year. The distributions upon the Series B Preferred Units for each Distribution Period shall, if and to the extent declared or authorized by the General Partner on behalf of the Partnership, be paid in arrears (without interest or other amount) on the Distribution Payment Date with respect thereto, and, if not paid on such date, shall accumulate, whether or not there are funds legally available for the payment thereof and whether or not such distributions are declared or authorized. The record date for distributions upon the Series B Preferred Units for any Distribution Period shall be the same as the record date for the distributions upon the Common Units for such Distribution Period (or, if no such record is set for the Common Units, the fifteenth day of the calendar month in which the applicable Distribution Payment Date falls). Accumulated and unpaid distributions for any past Distribution Periods to be declared and paid at any time, without reference to any Distribution Payment Date, to holders of record on such date, not exceeding 45 days preceding the payment date thereof, as may be fixed by the General Partner. Any distribution payment made upon the Series B Preferred Units shall first be credited against the earliest accumulated but unpaid distributions due with respect to such Units which remains payablemonths. No interest, or sum of money in lieu of interest, shall be owing or payable in respect of any distribution payment or payments on the Series B E Preferred Units, whether or not Units that may be in arrears, including, without limitation, any distribution payment that is deferred pursuant to Section 5(g) of this Schedule A.. (bC) No distribution So long as any Series E Preferred Units are outstanding, no distributions, except as described in the immediately following sentence, shall be declared or paid or set apart for payment on any class or series of Parity Units for any period unless full cumulative distributions have been or contemporaneously are declared and paid or declared and a sum sufficient for the payment thereof set apart for such payment on the Series B E Preferred Units for all Distribution Periods terminating on or prior to the distribution payment date for such class or series of Parity Units. When distributions are not paid in full or a sum sufficient for such payment is not set apart, as aforesaid, all distributions declared upon Series E Preferred Units and all distributions declared upon any other class or series of Parity Units shall be declared ratably in proportion to the respective amounts of distributions accumulated and unpaid on the Series E Preferred Units and accumulated and unpaid on such Parity Units. (D) So long as any Series E Preferred Units are outstanding, no distributions (other than distributions paid solely in Fully Junior Units or options, warrants or rights to subscribe for or purchase Fully Junior Units) shall be declared or paid or set apart for payment or other distribution shall be declared or made or set apart for payment upon Junior Units, nor shall any Junior Units be redeemed, purchased or otherwise acquired (other than a redemption, purchase or other acquisition of Class A Units made for purposes of an employee incentive or benefit plan of the General Partner or any subsidiary) for any consideration (or any moneys be paid to or made available for a sinking fund for the redemption of any such Junior Units) by the Partnership, directly or indirectly (except by conversion into or exchange for Fully Junior Units), unless in each case (i) the full cumulative distributions on all outstanding Series E Preferred Units and any other Parity Units of the Partnership shall have been paid or declared and set apart for payment for all past Distribution Periods with respect to the Series E Preferred Units and all past distribution periods with respect to such Parity Units and (ii) sufficient funds shall have been paid or set apart for the payment of the distribution for the current Distribution Period with respect to the Series E Preferred Units and the current distribution period with respect to such Parity Units. (E) No distributions on the Series E Preferred Units shall be declared by the General Partner or paid or set apart for payment by the Partnership at such time as the terms and provisions of any agreement of the General Partner or the Partnership, including any agreement relating to its indebtednessindebtedness of either of them, prohibits such declaration, payment payment, or setting apart for payment or provides that such declaration, payment or setting apart for payment would constitute a breach thereof, thereof or a default thereunder, or if such declaration or payment shall be restricted or prohibited by law. Notwithstanding the foregoing, distributions on the Series B Preferred Units shall accumulate whether or not any of the foregoing restrictions exist. (c) Except as provided in Section 5(d) of this Schedule A, so long as any Series B Preferred Units are outstanding, (i) no distributions (other than in Common Units or other Units ranking junior to the Series B Preferred Units as to payment of distributions and amounts upon liquidation, dissolution or winding-up of the Partnership) shall be declared or paid or set apart for payment upon the Common Units or any other class or series of partnership interests in the Partnership or Units ranking, as to payment of distributions or amounts distributable upon liquidation, dissolution or winding-up of the Partnership, on a parity with or junior to the Series B Preferred Units, for any period and (ii) no Common Units or other Units ranking junior to or on a parity with the Series B Preferred Units as to payment of distributions or amounts upon liquidation, dissolution or winding-up of the Partnership, shall be redeemed, purchased or otherwise acquired for any consideration (or any monies be paid to or made available for a sinking fund for the redemption of any such Units) by the Partnership (except by conversion into or exchange for other Units ranking junior to the Series B Preferred Units as to payment of distributions and amounts upon liquidation, dissolution or winding-up of the Partnership or by redemptions pursuant to Rights Agreements) unless, in the case of either clause (i) or (ii), full cumulative distributions have been or contemporaneously are declared and paid or declared and a sum sufficient for the payment thereof set apart for such payment on the Series B Preferred Units for all Distribution Periods ending on or prior to the distribution payment date for the Common Units or such other class or series of Unit or the date of such redemption, purchase or other acquisition. (d) When distributions are not paid in full (or a sum sufficient for such full payment is not set apart for such payment) upon the Series B Preferred Units and any other partnership interests in the Partnership or Units ranking on a parity as to payment of distributions with the Series B Preferred Units, all distributions declared upon the Series B Preferred Units and any other partnership interests in the Partnership or Units ranking on a parity as to payment of distributions with the Series B Preferred Units shall be declared pro rata so that the amount of distributions declared per Unit of Series B Preferred Units and such other partnership interests in the Partnership or Units shall in all cases bear to each other the same ratio that accrued distributions per Unit on the Series B Preferred Units and such other partnership interests in the Partnership or Units (which shall not include any accumulation in respect of unpaid distributions for prior distribution periods if such Units do not have cumulative distributions) bear to each other. (e) Holders of Series B Preferred Units shall not be entitled to any distributions, whether payable in cash, property or Units, in excess of the cumulative distributions described in Section 5(a) above. (f) Distributions with respect to the Series B Preferred Units are intended to qualify as permitted distributions of cash that are not treated as a disguised sale within the meaning of Treasury Regulation §1.707-4 and the provisions of this Schedule A shall be construed and applied consistently with such Treasury Regulations. (g) Notwithstanding anything to the contrary contained herein (but subject to the last sentence of Section 5(a) hereof), if the distributions with respect to the Series B Preferred Units made on or prior to the second anniversary of the issuance of the Series B Preferred Units would result in any holder of Series B Preferred Units receiving, an annual return on such holder’s “unreturned capital” (as defined for purposes of Treasury Regulation Section 1.707-4(a)) for a fiscal year (treating the fiscal year in which such second anniversary occurs as ending on such date) in excess of the Safe Harbor Rate (as defined below), then the distributions to such holder in excess of such Safe Harbor Rate will be deferred, will cumulate and will be paid, if and to the extent declared or authorized by the General Partner on behalf of the Partnership and subject, to the provisions of Section 5(b) hereof, on the earlier to occur of (i) the disposition of the Series B Preferred Units to which such deferred distributions relate in a transaction in which the disposing holder recognizes taxable gain thereon or (ii) the first distribution payment date with respect to the Series B Preferred Units following the second anniversary of the issuance of the Series B Preferred Units. For purposes of the foregoing, the “Safe Harbor Rate” shall equal 150% of the highest applicable federal rate, based on annual compounding, in effect for purposes of Section 1274(d) of the Code at any time between the date of the issuance of the Series B Preferred Units and the date on which the relevant distribution payment is made. Notwithstanding anything to the contrary contained herein, any distributions that are deferred under this Section 5(g) shall be deemed to have been paid in full for purposes of Sections 5(c) and (d) of this Schedule A until the end of the Distribution Period during which they are to be paid as provided above. (h) For any quarterly period, any amounts paid with respect to the Series B Preferred Units in excess of the amount that would have been paid with respect to such Units for such period had they been converted into Common Units in accordance with the terms of Section 7 of this Schedule A are intended to constitute guaranteed payments within the meaning of Section 707(c) of the Code and shall not be treated as distributions for purposes of allocating Net Income and Net Loss or otherwise maintaining Capital Accounts.

Distributions. (ai) With respect to each Distribution Period and subject to The General Partner, in its capacity as the rights holder of the holders of Preferred Units ranking senior to or on parity with the then outstanding Series B C Preferred Units, the holders of Series B Preferred Units shall be entitled to receive, when, as and if declared by the General Partner, out distributions payable in cash at the rate per annum of assets 8.875% of the Liquidation Preference (as defined below) (the “Annual Distribution Rate”). Such distributions with respect to each Series C Preferred Unit issued prior to February 15, 2013 shall be cumulative from, and including, the date of original issue by the Partnership legally available for of any Series C Preferred Units and with respect to Series C Preferred Units issued on or after February 15, 2013 shall be cumulative from, and including, the payment Distribution Payment Date with respect to distributions that were actually paid on Series C Preferred Units that were outstanding immediately preceding the issuance of distributionssuch Series C Preferred Units, quarterly cumulative cash distributions and shall be payable quarterly, when, as and if authorized and declared by the General Partner, in an arrears on each Distribution Payment Date commencing with respect to each Series C Preferred Unit on the first Distribution Payment Date following the issuance of such Series C Preferred Unit; provided that the amount per Series B C Preferred Unit equal to the greater of (i) $1.0625 and (ii) the amount of the regular quarterly cash distribution for such Distribution Period upon the number of Common Units (or portion thereof) into which such Series B Preferred Unit is then convertible in accordance with Section 7 of this Schedule A (but, with respect to any Distribution Period ending after the Fifteenth Anniversary Date, no amount shall be paid in respect of clause the initial Distribution Period shall be determined in accordance with paragraph (ii) below. Accrued and unpaid distributions for any past Distribution Periods may be declared and paid at any time, without reference to any regular Distribution Payment Date. (ii) The amount of this paragraph distribution per Series C Preferred Unit accruing in respect of the portion of such each full Distribution Period occurring after shall be computed by dividing the Fifteenth Anniversary Date)Annual Distribution Rate by four. Notwithstanding anything to the contrary contained herein, the The amount of distributions described under each of clause (i) and (ii) of this paragraph payable for the initial Distribution Period, or any other period shorter or longer than a full Distribution Period, on the Series C Preferred Units shall be prorated and computed on the basis of twelve 30-day months and a 360-day year. The distributions upon General Partner, in its capacity as the holder of the then outstanding Series C Preferred Units, shall not be entitled to any distributions, whether payable in cash, property or securities, in excess of cumulative distributions, as herein provided, on the Series B C Preferred Units for each Distribution Period shall, if and to the extent declared or authorized by the General Partner on behalf of the Partnership, be paid in arrears (without interest or other amount) on the Distribution Payment Date with respect thereto, and, if not paid on such date, shall accumulate, whether or not there are funds legally available for the payment thereof and whether or not such distributions are declared or authorized. The record date for distributions upon the Series B Preferred Units for any Distribution Period shall be the same as the record date for the distributions upon the Common Units for such Distribution Period (or, if no such record is set for the Common Units, the fifteenth day of the calendar month in which the applicable Distribution Payment Date falls). Accumulated and unpaid distributions for any past Distribution Periods to be declared and paid at any time, without reference to any Distribution Payment Date, to holders of record on such date, not exceeding 45 days preceding the payment date thereof, as may be fixed by the General Partner. Any distribution payment made upon the Series B Preferred Units shall first be credited against the earliest accumulated but unpaid distributions due with respect to such Units which remains payable. No interest, or sum of money in lieu of interest, shall be owing or payable in respect of any distribution payment or payments on the Series B C Preferred Units, whether or not Units that may be in arrears, including, without limitation, any distribution payment that is deferred pursuant to Section 5(g) of this Schedule A. (b) No distribution on the Series B Preferred Units shall be declared by the General Partner or paid or set apart for payment by the Partnership at such time as the terms and provisions of any agreement of the Partnership, including any agreement relating to its indebtedness, prohibits such declaration, payment or setting apart for payment or provides that such declaration, payment or setting apart for payment would constitute a breach thereof, or a default thereunder, or if such declaration or payment shall be restricted or prohibited by law. Notwithstanding the foregoing, distributions on the Series B Preferred Units shall accumulate whether or not any of the foregoing restrictions exist. (ciii) Except as provided in Section 5(d) of this Schedule A, so So long as any Series B C Preferred Units are outstanding, (i) no distributions (other than distributions, except as described in Common Units or other Units ranking junior to the Series B Preferred Units as to payment of distributions and amounts upon liquidationimmediately following sentence, dissolution or winding-up of the Partnership) shall be declared or paid or set apart for payment upon the Common Units on any series or any other class or series classes of partnership interests in units of the Partnership or Units ranking, as to payment of distributions or amounts distributable upon liquidation, dissolution or winding-up of the Partnership, on a parity with or junior to the Series B Preferred Units, for any period and (ii) no Common Units or other Units ranking junior to or on a parity with the Series B C Preferred Units as to payment of distributions or amounts upon liquidation, dissolution or winding-up of the Partnership, shall be redeemed, purchased or otherwise acquired (“Distribution Parity Units”) for any consideration (or any monies be paid to or made available for a sinking fund for the redemption of any such Units) by the Partnership (except by conversion into or exchange for other Units ranking junior to the Series B Preferred Units as to payment of distributions and amounts upon liquidation, dissolution or winding-up of the Partnership or by redemptions pursuant to Rights Agreements) unless, in the case of either clause (i) or (ii), period unless full cumulative distributions have been or contemporaneously are declared and paid or declared and a sum sufficient for the payment thereof set apart for such payment on the Series B C Preferred Units for all Distribution Periods ending terminating on or prior to the distribution payment date for the Common Units or on such other class or series of Unit or the date of such redemption, purchase or other acquisition. (d) Distribution Parity Units. When distributions are not paid in full (or a sum sufficient for such full payment is not set apart for such payment) upon the Series B Preferred Units and any other partnership interests in the Partnership or Units ranking on a parity apart, as to payment of distributions with the Series B Preferred Unitsaforesaid, all distributions declared upon Series C Preferred Units and all distributions declared upon any other series or class or classes of Distribution Parity Units shall be declared ratably in proportion to the respective amounts of distributions accumulated and unpaid on the Series B C Preferred Units and such Distribution Parity Units. (iv) So long as any Series C Preferred Units are outstanding, no distributions (other than distributions paid solely in Junior Units or options, warrants or rights to subscribe for or purchase Junior Units) shall be declared or paid or set apart for payment or other distribution declared or made upon Junior Units, nor shall any Junior Units be redeemed, purchased or otherwise acquired (other than a redemption, purchase or other acquisition of Junior Units made in respect of a redemption, purchase or other acquisition of Common Stock made for purposes of and in compliance with (i) requirements of an employee incentive or benefit plan of the General Partner or any subsidiary, (ii) pursuant to Article VII of the Charter of the General Partner, (iii) as a result of a reclassification of such Common Stock or any other class or series or class of stock of the Company that is junior to the Series C Preferred Stock, as to the payment of dividends or as to the distribution of assets upon liquidation (“Junior Shares) for or into other Junior Shares, or (iv) the purchase of fractional interests in Junior Shares pursuant to the conversion or exchange provisions of any securities convertible into or exchangeable for such Junior Shares), for any consideration (or any monies to be paid to or made available for a sinking fund for the redemption of any such Junior Units) by the General Partner, directly or indirectly (except by conversion into or exchange for Junior Units), unless in each case (a) the full cumulative distributions on all outstanding Series C Preferred Units and any other partnership interests in Distribution Parity Units of the Partnership shall have been paid or Units ranking on a parity as to set apart for payment of distributions with the Series B Preferred Units shall be declared pro rata so that the amount of distributions declared per Unit of Series B Preferred Units and such other partnership interests in the Partnership or Units shall in for all cases bear to each other the same ratio that accrued distributions per Unit on the Series B Preferred Units and such other partnership interests in the Partnership or Units (which shall not include any accumulation in respect of unpaid distributions for prior distribution periods if such Units do not have cumulative distributions) bear to each other. (e) Holders of Series B Preferred Units shall not be entitled to any distributions, whether payable in cash, property or Units, in excess of the cumulative distributions described in Section 5(a) above. (f) Distributions past Distribution Periods with respect to the Series B C Preferred Units are intended and all past distribution periods with respect to qualify as permitted distributions such Distribution Parity Units, and (b) sufficient funds shall have been paid or set apart for the payment of cash that are not treated as a disguised sale within the meaning of Treasury Regulation §1.707-4 and distribution for the provisions of this Schedule A shall be construed and applied consistently with such Treasury Regulations. (g) Notwithstanding anything to the contrary contained herein (but subject to the last sentence of Section 5(a) hereof), if the distributions current Distribution Period with respect to the Series B Preferred Units made on or prior to the second anniversary of the issuance of the Series B Preferred Units would result in any holder of Series B Preferred Units receiving, an annual return on such holder’s “unreturned capital” (as defined for purposes of Treasury Regulation Section 1.707-4(a)) for a fiscal year (treating the fiscal year in which such second anniversary occurs as ending on such date) in excess of the Safe Harbor Rate (as defined below), then the distributions to such holder in excess of such Safe Harbor Rate will be deferred, will cumulate and will be paid, if and to the extent declared or authorized by the General Partner on behalf of the Partnership and subject, to the provisions of Section 5(b) hereof, on the earlier to occur of (i) the disposition of the Series B Preferred Units to which such deferred distributions relate in a transaction in which the disposing holder recognizes taxable gain thereon or (ii) the first distribution payment date with respect to the Series B Preferred Units following the second anniversary of the issuance of the Series B Preferred Units. For purposes of the foregoing, the “Safe Harbor Rate” shall equal 150% of the highest applicable federal rate, based on annual compounding, in effect for purposes of Section 1274(d) of the Code at any time between the date of the issuance of the Series B C Preferred Units and the date on which the relevant distribution payment is made. Notwithstanding anything to the contrary contained herein, any distributions that are deferred under this Section 5(g) shall be deemed to have been paid in full for purposes of Sections 5(c) and (d) of this Schedule A until the end of the Distribution Period during which they are to be paid as provided aboveParity Units. (h) For any quarterly period, any amounts paid with respect to the Series B Preferred Units in excess of the amount that would have been paid with respect to such Units for such period had they been converted into Common Units in accordance with the terms of Section 7 of this Schedule A are intended to constitute guaranteed payments within the meaning of Section 707(c) of the Code and shall not be treated as distributions for purposes of allocating Net Income and Net Loss or otherwise maintaining Capital Accounts.

Distributions. (a) With No distribution with respect to a Tax Distribution Amount shall be made under this Section 5.01 with respect to a Distribution Period, and the Tax Distribution Amount with respect to such Distribution Period shall be $0.00, unless the Board of Managers, pursuant to a vote in accordance with Section 8.07(b), determines that there shall be such a distribution. If the Board of Managers, pursuant to a vote in accordance with Section 8.07(b), determines that there shall be a distribution under this Section 5.01 with respect to any Distribution Period during a Taxable Year, then, within 45 days after the end such Distribution Period, the Company shall distribute to the Members (the date of such distribution being a "Distribution Date") an amount in cash (the "Tax Distribution Amount") determined as follows: (i) The maximum Tax Liability of each Member with respect to its allocable portion (as provided in Section 6.03) of the Company's estimated taxable income for such Distribution Period shall be determined, based upon the highest aggregate marginal statutory Federal, state and local income tax rate (determined taking into account the deductibility, to the extent allowed, of income-based taxes paid to governmental entities) to which any Member may be subject for the related Fiscal Year (and excluding any deferred taxes) (the "Aggregate Tax Rate"). (ii) If the Tax Liability determined in clause (i) is positive with respect to either Member, there shall be a cash distribution to each of the Members, in accordance with their Percentage Interests, of an aggregate amount such that neither Member shall have received distributions under this clause and subsection (b) below for such portion of such Fiscal Year in an amount less than its Tax Liability for such portion of such Fiscal Year. (b) No distribution of Distributable Cash shall be made under this Section 5.01(b) with respect to a Distribution Period unless the Board of Managers, pursuant to a vote in accordance with Section 8.07(b), determines that there shall be such a distribution. If the Board of Managers, pursuant to a vote in accordance with Section 8.07(b), determines that there shall be a distribution under this Section 5.01(b) with respect to any Distribution Period, the Company shall distribute to the Members such amount of Distributable Cash as is determined to be distributed by such vote of the Board of Managers. Subject to Section 5.02(b), each such distribution shall be allocated between the Members pro rata based upon their respective Percentage Interests. (c) The Company shall prepare and distribute to each Member within 45 days after the end of each Distribution Period and subject to a statement (a "Distributions Calculation Statement") setting forth the rights of the holders of Preferred Units ranking senior to or on parity with the Series B Preferred Units, the holders of Series B Preferred Units shall be entitled to receive, when, as and if declared by the General Partner, out of assets of the Partnership legally available for the payment of distributions, quarterly cumulative cash distributions calculations (in an amount per Series B Preferred Unit equal to the greater reasonable detail) of (i) $1.0625 and the Tax Distribution Amount for each Member with respect to such Distribution Period (as if the Board of Managers had determined that there shall be a distribution under Section 5.01(a) for such Distribution Period, regardless of whether such a determination was actually made), (ii) the amount of the regular quarterly cash distribution for such Distribution Period upon the number of Common Units (or portion thereof) into which such Series B Preferred Unit is then convertible in accordance with Section 7 of this Schedule A (but, Distributable Cash with respect to any Distribution Period ending after the Fifteenth Anniversary Date, no amount shall be paid in respect of clause (ii) of this paragraph in respect of the portion of such Distribution Period occurring after the Fifteenth Anniversary Date). Notwithstanding anything to the contrary contained herein, the amount of distributions described under each of clause (i) and (ii) of this paragraph for the initial Distribution Period, or any other period shorter than a full Distribution Period, shall be prorated and computed on the basis of twelve 30-day months and a 360-day year. The distributions upon the Series B Preferred Units for each Distribution Period shall, if and to the extent declared or authorized by the General Partner on behalf of the Partnership, be paid in arrears (without interest or other amount) on the Distribution Payment Date with respect thereto, and, if not paid on such date, shall accumulate, whether or not there are funds legally available for the payment thereof and whether or not such distributions are declared or authorized. The record date for distributions upon the Series B Preferred Units for any Distribution Period shall be the same as the record date for the distributions upon the Common Units for such Distribution Period (oras if the Board of Managers had determined that there shall be a distribution under Section 5.01(b) for such Distribution Period, regardless of whether such a distribution was actually made) and (iii) the allocation between the members of distributions, if no such record is set for the Common Unitsany, the fifteenth day of the calendar month in which the applicable Distribution Payment Date falls). Accumulated under Sections 5.01(a) and unpaid distributions for any past Distribution Periods to be declared and paid at any time, without reference to any Distribution Payment Date, to holders of record on such date, not exceeding 45 days preceding the payment date thereof, as may be fixed by the General Partner. Any distribution payment made upon the Series B Preferred Units shall first be credited against the earliest accumulated but unpaid distributions due with respect to such Units which remains payable. No interest, or sum of money in lieu of interest, shall be owing or payable in respect of any distribution payment or payments on the Series B Preferred Units, whether or not in arrears, including, without limitation, any distribution payment that is deferred pursuant to Section 5(g) of this Schedule A. (b) No distribution on the Series B Preferred Units for such Distribution Period. Such Distributions Calculations Statements shall be declared by the General Partner or paid or set apart for payment by the Partnership at distributed to such time as the terms and provisions of any agreement Members regardless of the Partnershipamount, including any agreement relating if any, that is actually distributed to its indebtedness, prohibits such declaration, payment or setting apart for payment or provides that Members during such declaration, payment or setting apart for payment would constitute a breach thereof, or a default thereunder, or if such declaration or payment shall be restricted or prohibited by law. Notwithstanding the foregoing, distributions on the Series B Preferred Units shall accumulate whether or not any of the foregoing restrictions exist. (c) Except as provided in Section 5(d) of this Schedule A, so long as any Series B Preferred Units are outstanding, (i) no distributions (other than in Common Units or other Units ranking junior to the Series B Preferred Units as to payment of distributions and amounts upon liquidation, dissolution or winding-up of the Partnership) shall be declared or paid or set apart for payment upon the Common Units or any other class or series of partnership interests in the Partnership or Units ranking, as to payment of distributions or amounts distributable upon liquidation, dissolution or winding-up of the Partnership, on a parity with or junior to the Series B Preferred Units, for any period and (ii) no Common Units or other Units ranking junior to or on a parity with the Series B Preferred Units as to payment of distributions or amounts upon liquidation, dissolution or winding-up of the Partnership, shall be redeemed, purchased or otherwise acquired for any consideration (or any monies be paid to or made available for a sinking fund for the redemption of any such Units) by the Partnership (except by conversion into or exchange for other Units ranking junior to the Series B Preferred Units as to payment of distributions and amounts upon liquidation, dissolution or winding-up of the Partnership or by redemptions pursuant to Rights Agreements) unless, in the case of either clause (i) or (ii), full cumulative distributions have been or contemporaneously are declared and paid or declared and a sum sufficient for the payment thereof set apart for such payment on the Series B Preferred Units for all Distribution Periods ending on or prior to the distribution payment date for the Common Units or such other class or series of Unit or the date of such redemption, purchase or other acquisitionPeriod. (d) When distributions are not paid in full (or a sum sufficient for such full payment is not set apart for such payment) upon the Series B Preferred Units and any other partnership interests in the Partnership or Units ranking on a parity as to payment of distributions with the Series B Preferred Units, all distributions declared upon the Series B Preferred Units and any other partnership interests in the Partnership or Units ranking on a parity as to payment of distributions with the Series B Preferred Units shall be declared pro rata so that the amount of distributions declared per Unit of Series B Preferred Units and such other partnership interests in the Partnership or Units shall in all cases bear to each other the same ratio that accrued distributions per Unit on the Series B Preferred Units and such other partnership interests in the Partnership or Units (which shall not include any accumulation in respect of unpaid distributions for prior distribution periods if such Units do not have cumulative distributions) bear to each other. (e) Holders of Series B Preferred Units shall not be entitled to any distributions, whether payable in cash, property or Units, in excess of the cumulative distributions described in Section 5(a) above. (f) Distributions with respect to the Series B Preferred Units are intended to qualify as permitted distributions of cash that are not treated as a disguised sale within the meaning of Treasury Regulation §1.707-4 and the provisions of this Schedule A shall be construed and applied consistently with such Treasury Regulations. (g) Notwithstanding anything to the contrary contained herein (but subject to the last sentence of Section 5(a) hereof)in this Agreement, if the distributions with respect to the Series B Preferred Units made on or prior to the second anniversary of the issuance of the Series B Preferred Units would result in any holder of Series B Preferred Units receiving, an annual return on such holder’s “unreturned capital” (as defined for purposes of Treasury Regulation Section 1.707-4(a)) for a fiscal year (treating the fiscal year in which such second anniversary occurs as ending on such date) in excess of the Safe Harbor Rate (as defined below), then the distributions to such holder in excess of such Safe Harbor Rate will be deferred, will cumulate and will be paid, if and to the extent declared or authorized by the General Partner on behalf of the Partnership and subject, to the provisions of Section 5(b) hereof, on the earlier to occur of (i) the disposition of the Series B Preferred Units to which such deferred distributions relate in a transaction in which the disposing holder recognizes taxable gain thereon or (ii) the first distribution payment date with respect to the Series B Preferred Units following the second anniversary of the issuance of the Series B Preferred Units. For purposes of the foregoing, the “Safe Harbor Rate” shall equal 150% of the highest applicable federal rate, based on annual compounding, in effect for purposes of Section 1274(d) of the Code at any time agreement reached between the date Members to distribute any amount of cash different from the issuance of the Series B Preferred Units and the date on amounts which the relevant distribution payment is made. Notwithstanding anything to the contrary contained herein, any distributions that are deferred under this Section 5(g) shall would be deemed to have been paid in full for purposes of Sections 5(c) and (d) of this Schedule A until the end of the Distribution Period during which they are to be paid as provided above. (h) For any quarterly period, any amounts paid with respect to the Series B Preferred Units in excess of the amount that would have been paid with respect to such Units for such period had they been converted into Common Units calculated in accordance with the terms of methodology set forth in Section 7 of this Schedule A are intended to constitute guaranteed payments within 5.01(a) and Section 5.01(b) above shall not alter or waive in any manner the meaning of Section 707(c) obligations of the Code Company to prepare and deliver the Distributions Calculation Statement as set forth in Section 5.01(c) above, and after any such agreement has been reached the Company shall not be treated continue to prepare and deliver such Distributions Calculation Statement with respect to each Distribution Period as distributions for purposes of allocating Net Income and Net Loss or otherwise maintaining Capital Accountsif no such agreement had been reached.

Distributions. (a) With respect to each Distribution Period and subject to Commencing from the rights date on which the Class C Common Units are first issued (the "Class C Issue Date"), for any quarterly period holders of the holders of Preferred Units ranking senior to or on parity with the Series B Preferred Units, the holders of Series B Preferred Class C Common Units shall be entitled to receive, whenif, when and as and if declared authorized by the General Partner, Partner out of assets of the Partnership funds legally available for the payment of distributions, quarterly cumulative cash distributions in an amount per Series B Preferred Unit unit equal to the greater of (i) $1.0625 and (ii) the amount product of the regular quarterly cash distribution for such Distribution Period upon payable on the number of Common Units for the corresponding quarterly period times 1.0984 (or portion thereof) into which such Series B Preferred Unit is then convertible in accordance with Section 7 of this Schedule A (but, with respect to any the "Class C Distribution Period ending after the Fifteenth Anniversary Date, no amount shall be paid in respect of clause (ii) of this paragraph in respect of the portion of such Distribution Period occurring after the Fifteenth Anniversary DateAmount"). Notwithstanding anything to Distributions on the contrary contained hereinClass C Common Units, the amount of distributions described under each of clause (i) and (ii) of this paragraph for the initial Distribution Period, or any other period shorter than a full Distribution Periodif authorized, shall be prorated and computed payable quarterly in arrears on the basis of twelve 30-day months and a 360-day year. The distributions upon the Series B Preferred Units for each Distribution Period shall, if and to the extent declared or such dates as may be authorized by the General Partner (any such date, a "Distribution Payment Date"). In addition, Class C Common Units shall be entitled to receive, if, when and as authorized by the General Partner out of funds or other property legally available for the payment of distributions, any special, extraordinary or other distributions payable on behalf the Common Units which may be made from time to time in an amount per unit equal to the amount of any special, extraordinary or other distributions payable on the Common Units. Distributions will be payable to the holder of the PartnershipClass C Common Units with respect to the Class C Common Units held at the close of business on the applicable record date, which shall be such date designated by the General Partner for the payment of distributions that is not more than 30 nor less than 10 days prior to such Distribution Payment Date (each, a "Distribution Payment Record Date"). With regard to any distribution to the Class C Common Units, the Distribution Payment Date shall be the same date as the date fixed for the payment of distributions to holders of Common Units and the Distribution Payment Record Date shall be the same date set for the record date for holders of Common Units. In the event that distributions to holders of Common Units for any period are paid on other than a quarterly basis, for example, on a monthly basis, then distributions to holders of the Class C Common Units shall also be paid on a monthly basis. Notwithstanding anything appearing to the contrary in arrears (without interest or other amount) this Section 2(a), the distribution to be paid on Class C Common Units to any holder thereof on the Distribution Payment Date with respect theretoimmediately following the Class C Issue Date shall equal the product of the Class C Distribution Amount times a fraction, and, if not paid on such date, the numerator of which shall accumulate, whether or not there are funds legally available for equal the payment thereof and whether or not such distributions are declared or authorized. The record date for distributions upon number of days during the Series B Preferred Units for any quarterly period preceding the initial Distribution Period shall be Payment Record Date that the same as the record date for the distributions upon the Class C Common Units for such Distribution Period (or, if no such record is set for were outstanding and the Common Units, denominator of which shall equal the fifteenth day number of days in the calendar month in which the applicable Distribution Payment Date falls). Accumulated and unpaid distributions for any past Distribution Periods to be declared and paid at any time, without reference to any Distribution Payment Date, to holders of record on such date, not exceeding 45 days preceding the payment date thereof, as may be fixed by the General Partner. Any distribution payment made upon the Series B Preferred Units shall first be credited against the earliest accumulated but unpaid distributions due quarterly period with respect to the quarter in which such Class C Common Units which remains payable. No interest, or sum of money in lieu of interest, shall be owing or payable in respect of any distribution payment or payments on the Series B Preferred Units, whether or not in arrears, including, without limitation, any distribution payment that is deferred pursuant to Section 5(g) of this Schedule A.are issued. (b) No distribution distributions on the Series B Preferred Class C Common Units shall be declared authorized by the General Partner or be paid or set apart for payment by the Partnership at such time as the terms and provisions of any agreement of the Partnership, including any agreement relating to its indebtedness, prohibits such declarationauthorization, payment or setting apart for payment or provides that such declarationauthorization, payment or setting apart for payment would constitute a breach thereof, thereof or a default thereunder, or if such declaration authorization or payment shall be restricted or prohibited by law. Notwithstanding the foregoing, distributions on the Series B Preferred Units shall accumulate whether or not any of the foregoing restrictions exist. (c) Except as provided in Section 5(d) of this Schedule A, so long as Distributions on the Class C Common Units will be noncumulative. If the General Partner does not authorize a distribution on the Class C Common Units payable on any Series B Preferred Units are Distribution Payment Date while any Class C Common Unit is outstanding, (i) no distributions (other than in then the holder of the Class C Common Units or other Units ranking junior will have no right to receive a distribution for that Distribution Payment Date, and the Partnership will have no obligation to pay a distribution for that Distribution Payment Date with respect to the Series B Preferred Units as to payment of distributions and amounts upon liquidationClass C Common Units. (d) No distributions, dissolution whether in cash, securities or winding-up of the Partnership) shall property, will be declared authorized or paid or set apart for payment upon the to holders of Common Units or any other class or series of partnership interests in the Partnership or Units ranking, as to payment of distributions or amounts distributable upon liquidation, dissolution or winding-up of the Partnership, on a parity with or junior to the Series B Preferred Units, for any period and (ii) no unless for each Class C Common Units or other Units ranking junior to or on Unit outstanding, a parity with the Series B Preferred Units as to payment of distributions or amounts upon liquidation, dissolution or winding-up of the Partnership, shall be redeemed, purchased or otherwise acquired for any consideration (or any monies be paid to or made available for a sinking fund for the redemption of any such Units) by the Partnership (except by conversion into or exchange for other Units ranking junior distribution equal to the Series B Preferred Units as Class C Distribution Amount with respect to payment of distributions and amounts upon liquidation, dissolution or winding-up of the Partnership or by redemptions pursuant to Rights Agreements) unless, in the case of either clause (i) or (ii), full cumulative distributions have such period has been or contemporaneously are declared is authorized and paid or declared authorized and a sum sufficient for the payment thereof is set apart for such payment on to the Series B Preferred holder of the Class C Common Units for all Distribution Periods ending on or prior to the then current distribution payment date for the Common Units or such other class or series of Unit or the date of such redemption, purchase or other acquisition. (d) When distributions are not paid in full (or a sum sufficient for such full payment is not set apart for such payment) upon the Series B Preferred Units and any other partnership interests in the Partnership or Units ranking on a parity as to payment of distributions with the Series B Preferred Units, all distributions declared upon the Series B Preferred Units and any other partnership interests in the Partnership or Units ranking on a parity as to payment of distributions with the Series B Preferred Units shall be declared pro rata so that the amount of distributions declared per Unit of Series B Preferred Units and such other partnership interests in the Partnership or Units shall in all cases bear to each other the same ratio that accrued distributions per Unit on the Series B Preferred Units and such other partnership interests in the Partnership or Units (which shall not include any accumulation in respect of unpaid distributions for prior distribution periods if such Units do not have cumulative distributions) bear to each otherperiod. (e) Holders of Series B Preferred Except as provided herein, Class C Common Units shall not be entitled entitle the holder thereof to receive any distributions, whether payable distribution made in cash, property or respect of Common Units, in excess of the cumulative distributions described in Section 5(a) above. (f) Distributions with respect If the Partnership shall after the Class C Issue Date subdivide its outstanding Common Units into a greater number of units, then Class C Common Units outstanding on the record date for the determination of common unitholders entitled to receive such distribution, shall be subdivided at a ratio equal to the Series B Preferred ratio for the subdivision of the Common Units. In addition, if the Partnership shall after the Class C Issue Date combine its Common Units are intended to qualify as permitted distributions into a smaller number of cash that are not treated as a disguised sale within units, then on the meaning of Treasury Regulation §1.707-4 and the provisions of this Schedule A day on which such combination becomes effective, any outstanding Class C Common Units shall be construed and applied consistently with such Treasury Regulationscombined into a smaller number of Class C Common Units at a ratio equal to the ratio for the combination of the Common Units. (g) Notwithstanding anything to the contrary contained herein (but subject to the last sentence of Section 5(a) hereof), if the distributions with respect to the Series B Preferred Units made on or prior to the second anniversary of the issuance of the Series B Preferred Units would result As used in any holder of Series B Preferred Units receiving, an annual return on such holder’s “unreturned capital” (as defined for purposes of Treasury Regulation Section 1.707-4(a)) for a fiscal year (treating the fiscal year in which such second anniversary occurs as ending on such date) in excess of the Safe Harbor Rate (as defined below), then the distributions to such holder in excess of such Safe Harbor Rate will be deferred, will cumulate and will be paid, if and to the extent declared or authorized by the General Partner on behalf of the Partnership and subject, to the provisions of Section 5(b) hereof, on the earlier to occur of (i) the disposition of the Series B Preferred Units to which such deferred distributions relate in a transaction in which the disposing holder recognizes taxable gain thereon or (ii) the first distribution payment date with respect to the Series B Preferred Units following the second anniversary of the issuance of the Series B Preferred Units. For purposes of the foregoing, the “Safe Harbor Rate” shall equal 150% of the highest applicable federal rate, based on annual compounding, in effect for purposes of Section 1274(d) of the Code at any time between the date of the issuance of the Series B Preferred Units and the date on which the relevant distribution payment is made. Notwithstanding anything to the contrary contained herein, any distributions that are deferred under this Section 5(g) 2, "set apart for payment" shall be deemed to have been include, without any further action, the following: the recording by the Partnership in its accounting ledgers of any accounting or bookkeeping entry which indicates, pursuant to an authorization of a distribution by the General Partner, the allocation of funds to be so paid in full for purposes on any series or class of Sections 5(c) and (d) of this Schedule A until the end units of the Distribution Period during which they are to be paid as provided abovePartnership. (h) For any quarterly period, any amounts paid with respect to the Series B Preferred Units in excess of the amount that would have been paid with respect to such Units for such period had they been converted into Common Units in accordance with the terms of Section 7 of this Schedule A are intended to constitute guaranteed payments within the meaning of Section 707(c) of the Code and shall not be treated as distributions for purposes of allocating Net Income and Net Loss or otherwise maintaining Capital Accounts.

Distributions. (aA) With respect The General Partner shall cause the Partnership to each Distribution Period and subject distribute to the rights holder of the holders of Preferred Units ranking senior to or on parity with the Series each Class B Preferred Units, the holders of Series B Preferred Units shall be entitled to receive, when, as and if declared by the General Partner, out of assets of the Partnership legally available for the payment of distributions, quarterly cumulative cash distributions in Unit an amount per Series B Preferred Unit in cash equal to the greater of cumulative undistributed Priority Return Amount (i) $1.0625 and (ii) the amount but not in excess of the regular quarterly cash distribution for such Distribution Period upon the number Distributable Cash) on March 31, June 30, September 30 and December 31 of Common Units each year, commencing on June 30, 1997 (or portion thereof) into in the case of a Class B Unit with a Deemed Original Issue Date after June 30, 1997, on the first such distribution date following the applicable Deemed Original Issue Date); provided that, if any such distribution date shall be a Saturday, Sunday or day on which banking institutions in the State of New York are authorized or obligated by law to close, or a day which is declared a national or New York State holiday (any of the foregoing, a "Non-business Day"), then such Series B Preferred Unit distribution shall be made on the next succeeding day which is then convertible in accordance with Section 7 of this Schedule A (but, not a Non-business Day. Priority Return Amounts that are distributable with respect to any Distribution Period ending after the Fifteenth Anniversary Date, no amount shall be paid in respect of clause (ii) of this paragraph in respect of the portion of such Distribution Period occurring after the Fifteenth Anniversary Date). Notwithstanding anything to the contrary contained herein, the amount of distributions described under each of clause (i) and (ii) of this paragraph for the initial Distribution Period, a period greater or any other period shorter less than a full Distribution Period, Period shall be prorated and computed on the basis of twelve 30-day months and a 360-day year. The distributions upon the Series B Preferred Units for each Distribution Period shallyear consisting of 12 30-day months. (B) After giving effect to Section 5.3(A), if applicable, the General Partner shall have the authority to cause the Partnership to make distributions from time to time as it determines, including without limitation, distributions which are sufficient to enable the General Partner to (i) maintain its status as a REIT, (ii) avoid the imposition of any tax under Code Section 857 and (iii) avoid the imposition of any excise tax under Code Section 4981; except that the first distribution paid on Units issued after June 1, 1996 shall be pro rated to reflect the extent declared actual portion of the period for which the distribution is being paid during which such Units were outstanding, or authorized shall be in such other amount or computed on such other basis as may be agreed by the General Partner on behalf and the holders of such Units, provided that such other amount or the Partnershipamount so computed, be paid in arrears as applicable, may not exceed the aforementioned pro rated amount. (without interest or other amountC) on the Distribution Payment Date with respect thereto, and, if not paid on such date, shall accumulate, whether or not there are funds legally available for the payment thereof and whether or not such distributions are declared or authorized. The record date for distributions upon the Series B Preferred Units for any Distribution Period Distributions pursuant to Section 5.3(B) shall be made pro rata among the same as the record date for the distributions upon the Common Units for such Distribution Period (or, if no such record is set for the Common Units, the fifteenth day of the calendar month in which the applicable Distribution Payment Date falls). Accumulated and unpaid distributions for any past Distribution Periods to be declared and paid at any time, without reference to any Distribution Payment Date, to holders Partners of record on such date, not exceeding 45 days preceding the payment date thereof, as may be fixed by the General Partner. Any distribution payment made upon the Series B Preferred Units shall first be credited against the earliest accumulated but unpaid distributions due with respect to such Units which remains payable. No interest, or sum of money in lieu of interest, shall be owing or payable in respect of any distribution payment or payments on the Series B Preferred Units, whether or not in arrears, including, without limitation, any distribution payment that is deferred pursuant to Section 5(g) of this Schedule A. (b) No distribution on the Series B Preferred Units shall be declared Record Date established by the General Partner or paid or set apart for payment by the Partnership at such distribution, in accordance with their respective Percentage Interests, without regard to the length of time as the terms and provisions of any agreement of the Partnership, including any agreement relating to its indebtedness, prohibits such declaration, payment or setting apart for payment or provides that such declaration, payment or setting apart for payment would constitute a breach thereof, or a default thereunder, or if such declaration or payment shall be restricted or prohibited by law. Notwithstanding the foregoing, distributions on the Series B Preferred Units shall accumulate whether or not any of the foregoing restrictions existrecord holder has been such. (cD) Except as provided in Section 5(d) of this Schedule A, so long as any Series B Preferred Units are outstanding, (i) no The General Partner shall use its reasonable efforts to make distributions (other than in Common Units or other Units ranking junior to the Series B Preferred Units Partners so as to payment preclude any distribution or portion thereof from being treated as part of distributions and amounts upon liquidation, dissolution or winding-up a sale of property to the Partnership by a Partner under Section 707 of the Partnership) shall be declared or paid or set apart for payment upon the Common Units or any other class or series of partnership interests in the Partnership or Units ranking, as to payment of distributions or amounts distributable upon liquidation, dissolution or winding-up of the Partnership, on a parity with or junior to the Series B Preferred Units, for any period and (ii) no Common Units or other Units ranking junior to or on a parity with the Series B Preferred Units as to payment of distributions or amounts upon liquidation, dissolution or winding-up of the Partnership, shall be redeemed, purchased or otherwise acquired for any consideration (or any monies be paid to or made available for a sinking fund for the redemption of any such Units) by the Partnership (except by conversion into or exchange for other Units ranking junior to the Series B Preferred Units as to payment of distributions and amounts upon liquidation, dissolution or winding-up of the Partnership or by redemptions pursuant to Rights Agreements) unless, in the case of either clause (i) or (ii), full cumulative distributions have been or contemporaneously are declared and paid or declared and a sum sufficient for the payment thereof set apart for such payment on the Series B Preferred Units for all Distribution Periods ending on or prior to the distribution payment date for the Common Units or such other class or series of Unit Code or the date of such redemption, purchase or other acquisition. (d) When distributions are not paid in full (or a sum sufficient for such full payment is not set apart for such payment) upon the Series B Preferred Units and any other partnership interests in the Partnership or Units ranking on a parity as to payment of distributions with the Series B Preferred Units, all distributions declared upon the Series B Preferred Units and any other partnership interests in the Partnership or Units ranking on a parity as to payment of distributions with the Series B Preferred Units shall be declared pro rata so Treasury Regulations thereunder; provided that the amount of distributions declared per Unit of Series B Preferred Units and such other partnership interests in the Partnership or Units shall in all cases bear to each other the same ratio that accrued distributions per Unit on the Series B Preferred Units and such other partnership interests in the Partnership or Units (which shall not include any accumulation in respect of unpaid distributions for prior distribution periods if such Units do not have cumulative distributions) bear to each other. (e) Holders of Series B Preferred Units shall not be entitled to any distributions, whether payable in cash, property or Units, in excess of the cumulative distributions described in Section 5(a) above. (f) Distributions with respect to the Series B Preferred Units are intended to qualify as permitted distributions of cash that are not treated as a disguised sale within the meaning of Treasury Regulation §1.707-4 and the provisions of this Schedule A shall be construed and applied consistently with such Treasury Regulations. (g) Notwithstanding anything to the contrary contained herein (but subject to the last sentence of Section 5(a) hereof), if the distributions with respect to the Series B Preferred Units made on or prior to the second anniversary of the issuance of the Series B Preferred Units would result in any holder of Series B Preferred Units receiving, an annual return on such holder’s “unreturned capital” (as defined for purposes of Treasury Regulation Section 1.707-4(a)) for a fiscal year (treating the fiscal year in which such second anniversary occurs as ending on such date) in excess of the Safe Harbor Rate (as defined below), then the distributions to such holder in excess of such Safe Harbor Rate will be deferred, will cumulate and will be paid, if and to the extent declared or authorized by the General Partner on behalf of and the Partnership and subject, to the provisions of Section 5(b) hereof, on the earlier to occur of (i) the disposition of the Series B Preferred Units to which such deferred distributions relate in a transaction in which the disposing holder recognizes taxable gain thereon or (ii) the first distribution payment date with respect to the Series B Preferred Units following the second anniversary of the issuance of the Series B Preferred Units. For purposes of the foregoing, the “Safe Harbor Rate” shall equal 150% of the highest applicable federal rate, based on annual compounding, in effect for purposes of Section 1274(d) of the Code at any time between the date of the issuance of the Series B Preferred Units and the date on which the relevant distribution payment is made. Notwithstanding anything to the contrary contained herein, any distributions that are deferred under this Section 5(g) shall be deemed to have been paid in full for purposes of Sections 5(c) and (d) of this Schedule A until the end of the Distribution Period during which they are to be paid as provided above. (h) For any quarterly period, any amounts paid with respect to the Series B Preferred Units in excess of the amount that would have been paid with respect to such Units for such period had they been converted into Common Units in accordance with the terms of Section 7 of this Schedule A are intended to constitute guaranteed payments within the meaning of Section 707(c) of the Code and shall not be treated have liability to a Limited Partner under any circumstances as distributions for purposes a result of allocating Net Income and Net Loss or otherwise maintaining Capital Accountsany distribution to a Partner being so treated.

Distributions. (a) With On each Tax Distribution Date with respect to each Distribution Period and subject a calendar quarter for a Fiscal Year, to the rights extent permitted by the financing agreements of the holders of Preferred Units ranking senior to or on parity with the Series B Preferred UnitsCompany and its Subsidiaries, the holders Company shall, to the extent of Series B Preferred Units shall be entitled Distributable Cash, make a distribution in cash (each, a “Tax Distribution”), to receive, when, as and if declared by the General Partner, out of assets of the Partnership legally available for the payment of distributions, quarterly cumulative cash distributions Members in proportion to their respective Percentage Interests in an aggregate amount per Series B Preferred Unit equal to the greater excess of (i) $1.0625 and the Hypothetical Total Tax Liability with respect to such calendar quarter over (ii) the amount of the regular quarterly cash distribution for such Distribution Period upon the number of Common Units (or portion thereof) into which such Series B Preferred Unit is then convertible in accordance with Section 7 of this Schedule A (but, with respect to any Distribution Period ending after the Fifteenth Anniversary Date, no amount shall be paid in respect of clause (ii) of this paragraph in respect of the portion of such Distribution Period occurring after the Fifteenth Anniversary Date). Notwithstanding anything to the contrary contained herein, the aggregate amount of distributions described under each of clause (i) and (ii) of this paragraph for the initial Distribution Period, or any other period shorter than a full Distribution Period, shall be prorated and computed on the basis of twelve 30-day months and a 360-day year. The distributions upon the Series B Preferred Units for each Distribution Period shall, if and to the extent declared or authorized made by the General Partner on behalf of the Partnership, be paid in arrears (without interest or other amount) on the Distribution Payment Date with respect thereto, and, if not paid on such date, shall accumulate, whether or not there are funds legally available for the payment thereof and whether or not such distributions are declared or authorized. The record date for distributions upon the Series B Preferred Units for any Distribution Period shall be the same as the record date for the distributions upon the Common Units for such Distribution Period (or, if no such record is set for the Common Units, the fifteenth day of the calendar month in which the applicable Distribution Payment Date falls). Accumulated and unpaid distributions for any past Distribution Periods to be declared and paid at any time, without reference to any Distribution Payment Date, to holders of record on such date, not exceeding 45 days preceding the payment date thereof, as may be fixed by the General Partner. Any distribution payment made upon the Series B Preferred Units shall first be credited against the earliest accumulated but unpaid distributions due Company with respect to such Fiscal Year (treating any Tax Distribution made with respect to income for such Fiscal Year, regardless of when made, and any distribution other than a Tax Distribution made during such Fiscal Year, as being made with respect to such Fiscal Year). If, at any time after the end of a Fiscal Year, the Company has a True-Up Amount, then to the extent permitted by the financing agreements of the Company and its Subsidiaries, the Company shall, to the extent of Distributable Cash, make a Tax Distribution to the Members in proportion to their respective Percentage Interests in an aggregate amount equal to the True-Up Amount. In the event that there is insufficient Distributable Cash to make the distribution described in the preceding provisions of this Section 8.4(a), the amount distributable to each such Member holding Class A Units which remains payable. No interest, or sum of money in lieu of interest, and/or Class B Units shall be owing or payable reduced pro rata in accordance with the amount that would be distributable to such Member, and such deficiency shall be paid to such Members when there is next Distributable Cash, and in any event, prior to any distribution pursuant to Section 8.4(b). If the aggregate amount of Tax Distributions made in respect of any distribution payment or payments such Fiscal Year exceeds the amount of the Hypothetical Total Tax Liability with respect to such Fiscal Year (based on the Series B Preferred Unitsinformation returns filed by the Company), whether or not in arrears, including, without limitation, any distribution payment that is deferred pursuant to Section 5(g) then Tax Distributions for subsequent Fiscal Years shall be reduced by the amount of this Schedule A.such excess. (b) No Other than as provided for in Section 8.4(a) and Article IX, the Company shall make distributions of Distributable Cash to the Members at such times and in such amounts as the Board may determine from time to time. All amounts so determined by the Board to be available for distribution on by the Series B Preferred Units Company shall be declared by distributed to the General Partner or paid or set apart for payment by the Partnership at such time as the terms and provisions of any agreement of the Partnership, including any agreement relating Members in proportion to its indebtedness, prohibits such declaration, payment or setting apart for payment or provides that such declaration, payment or setting apart for payment would constitute a breach thereof, or a default thereunder, or if such declaration or payment shall be restricted or prohibited by law. Notwithstanding the foregoing, distributions on the Series B Preferred Units shall accumulate whether or not any of the foregoing restrictions existtheir respective Percentage Interests. (c) Except as provided in All distributions made pursuant to Section 5(d) of this Schedule A, so long as any Series B Preferred Units are outstanding, (i) no distributions (other than in Common Units or other Units ranking junior to the Series B Preferred Units as to payment of distributions and amounts upon liquidation, dissolution or winding-up of the Partnership) 8.4 shall be declared or paid or set apart for payment upon the Common Units or any other class or series of partnership interests at such times and in the Partnership or Units ranking, such aggregate amounts as to payment of distributions or amounts distributable upon liquidation, dissolution or winding-up of the Partnership, on a parity with or junior to the Series B Preferred Units, for any period and (ii) no Common Units or other Units ranking junior to or on a parity with the Series B Preferred Units as to payment of distributions or amounts upon liquidation, dissolution or winding-up of the Partnership, shall be redeemed, purchased or otherwise acquired for any consideration (or any monies be paid to or made available for a sinking fund for the redemption of any such Units) determined by the Partnership (except by conversion into or exchange for other Units ranking junior to the Series B Preferred Units as to payment of distributions and amounts upon liquidation, dissolution or winding-up of the Partnership or by redemptions pursuant to Rights Agreements) unlessBoard, in the case of either clause (i) or (ii), full cumulative distributions have been or contemporaneously are declared and paid or declared and a sum sufficient for the payment thereof set apart for such payment on the Series B Preferred Units for all Distribution Periods ending on or prior to the distribution payment date for the Common Units or such other class or series of Unit or the date of such redemption, purchase or other acquisitionits sole discretion. (d) When distributions are If the Company or any of its Subsidiaries enters into (or otherwise becomes bound by) any financing arrangement or agreement after the date hereof, the Company shall (and shall cause its Subsidiaries to) use commercially reasonable efforts to ensure that such financing arrangement or agreement permits, at any time in which the Company or such Subsidiary is not paid in default thereunder: (i) in the case of the Company, Tax Distributions to be made in full when due pursuant to Section 8.4(a) (or a sum sufficient for such full payment is not set apart for such paymentwithout regard to the limitation regarding financing agreements), and (ii) upon the Series B Preferred Units and any other partnership interests in the Partnership case of any such Subsidiary, payments to be made directly or Units ranking on a parity as indirectly to payment of distributions with the Series B Preferred UnitsCompany to enable the Company to make Tax Distributions in full when due pursuant to Section 8.4(a) (without regard to the limitation regarding financing agreements); provided, all distributions declared upon however, that any such financing arrangement or agreement entered into after the Series B Preferred Units and any other partnership interests in the Partnership or Units ranking on a parity as to payment of distributions with the Series B Preferred Units shall be declared pro rata so date hereof that the amount of distributions declared per Unit of Series B Preferred Units and such other partnership interests in the Partnership or Units shall in all cases bear to each other the same ratio that accrued distributions per Unit on the Series B Preferred Units and such other partnership interests in the Partnership or Units (which shall not include any accumulation in respect of unpaid distributions for prior distribution periods if such Units do not have cumulative distributions) bear to each other. (e) Holders of Series B Preferred Units shall not be entitled to any distributions, whether payable in cash, property or Units, in excess of the cumulative distributions described in Section 5(a) above. (f) Distributions is no more restrictive with respect to Tax Distributions than any financing arrangement or agreement existing on the Series B Preferred Units are intended to qualify as permitted distributions of cash that are not treated as a disguised sale within the meaning of Treasury Regulation §1.707-4 and the provisions of this Schedule A shall be construed and applied consistently with such Treasury Regulations. (g) Notwithstanding anything to the contrary contained herein (but subject to the last sentence of Section 5(a) hereof), if the distributions with respect to the Series B Preferred Units made on or prior to the second anniversary of the issuance of the Series B Preferred Units would result in any holder of Series B Preferred Units receiving, an annual return on such holder’s “unreturned capital” (as defined for purposes of Treasury Regulation Section 1.707-4(a)) for a fiscal year (treating the fiscal year in which such second anniversary occurs as ending on such date) in excess of the Safe Harbor Rate (as defined below), then the distributions to such holder in excess of such Safe Harbor Rate date hereof will be deferred, will cumulate and will be paid, if and deemed to satisfy the extent declared or authorized by the General Partner on behalf of the Partnership and subject, to the provisions of Section 5(b) hereof, on the earlier to occur of (i) the disposition of the Series B Preferred Units to which such deferred distributions relate in a transaction in which the disposing holder recognizes taxable gain thereon or (ii) the first distribution payment date with respect to the Series B Preferred Units following the second anniversary of the issuance of the Series B Preferred Units. For purposes of the foregoing, the “Safe Harbor Rate” shall equal 150% of the highest applicable federal rate, based on annual compounding, in effect for purposes of Section 1274(d) of the Code at any time between the date of the issuance of the Series B Preferred Units and the date on which the relevant distribution payment is made. Notwithstanding anything to the contrary contained herein, any distributions that are deferred requirements under this Section 5(g) shall be deemed to have been paid in full for purposes of Sections 5(c) and (d) of this Schedule A until the end of the Distribution Period during which they are to be paid as provided above8.4(d). (h) For any quarterly period, any amounts paid with respect to the Series B Preferred Units in excess of the amount that would have been paid with respect to such Units for such period had they been converted into Common Units in accordance with the terms of Section 7 of this Schedule A are intended to constitute guaranteed payments within the meaning of Section 707(c) of the Code and shall not be treated as distributions for purposes of allocating Net Income and Net Loss or otherwise maintaining Capital Accounts.

Distributions. (aA) With respect to each Distribution Period and subject to the rights Each holder of the holders of Preferred Units ranking senior to or on parity with the outstanding Series B Preferred Units, the holders of Series B AM Preferred Units shall be entitled to receivereceive out of Available Cash, when, as and if declared by the General Partner, out of assets of distributions payable in cash at the Partnership legally available for the payment of distributions, quarterly cumulative cash distributions in an amount rate per Series B AM Preferred Unit equal to the greater of $0.84 per annum, prorated as described in Section 2(B). Distributions (i) $1.0625 shall begin to accrue and shall be fully cumulative from the Original Issue Date, whether or not in any Distribution Period or Periods there shall be Available Cash, and (ii) the amount of the regular quarterly cash distribution for such Distribution Period upon the number of Common Units (or portion thereof) into which such Series B Preferred Unit is then convertible in accordance with Section 7 of this Schedule A (but, with respect to any Distribution Period ending after the Fifteenth Anniversary Date, no amount shall be paid in respect of clause (ii) of this paragraph in respect of the portion of such Distribution Period occurring after the Fifteenth Anniversary Date). Notwithstanding anything to the contrary contained hereinpayable quarterly, the amount of distributions described under each of clause (i) when, as and (ii) of this paragraph for the initial Distribution Period, or any other period shorter than a full Distribution Period, shall be prorated and computed on the basis of twelve 30-day months and a 360-day year. The distributions upon the Series B Preferred Units for each Distribution Period shall, if and to the extent declared or authorized by the General Partner Partner, in arrears on behalf each Distribution Date to holders of record of the Partnership, be paid in arrears (without interest or other amount) Series AM Preferred Units on the Distribution Payment Date with respect thereto, and, if not paid on such date, shall accumulate, whether or not there are funds legally available for the payment thereof and whether or not such distributions are declared or authorizedapplicable Series AM Record Date. The record date for distributions upon the Series B Preferred Units for any Distribution Period shall be the same as the record date for the distributions upon the Common Units for such Distribution Period (or, if no such record is set for the Common Units, the fifteenth day of the calendar month in which the applicable Distribution Payment Date falls). Accumulated Accrued and unpaid distributions for any past Distribution Periods to may be declared and paid at any timetime and for such interim periods, without reference to any regular Distribution Payment Date, to the holders of record outstanding Series AM Preferred Units, on such date, not exceeding 45 days preceding the payment date thereof, as may be fixed by the General Partner. Any distribution payment made upon on the Series B AM Preferred Units shall first be credited against the earliest accumulated accrued but unpaid distributions distribution due with respect to such Series AM Preferred Units which remains payable. (B) The amount of distributions referred to in the first sentence of Section 2(A) shall be equal to $0.21 per full quarterly Distribution Period. The amount of distributions on the Series AM Preferred Units for any period that represents less than a full quarter of a year shall be computed on the basis of a 360-day year of twelve 30-day months and the actual number of days in such Distribution Period. No interest, or sum of money in lieu of interest, shall be owing or payable in respect of any distribution payment or payments on the Series B AM Preferred Units, whether or not Units that may be in arrears. (C) So long as any Series AM Preferred Units are outstanding, includingno distributions, without limitationexcept as described in the immediately following sentence, shall be declared or paid or set apart for payment on any Class or Series of Parity Units for any period unless full cumulative distributions have been or contemporaneously are declared and paid or declared and a sum sufficient for the payment thereof set apart for such payment on the Series AM Preferred Units for all Distribution Periods ending on or prior to the distribution payment that date for such Class or Series of Parity Units. When distributions are not paid in full or a sum sufficient for such payment is deferred pursuant not set apart, as aforesaid, all distributions declared upon Series AM Preferred Units and all distributions declared upon any other Class or Series of Parity Units shall be declared ratably in proportion to Section 5(g) the respective amounts of this Schedule A. (b) No distributions accumulated and unpaid on the Series AM Preferred Units and such Parity Units. Nothing herein shall be deemed to require the declaration or payment of a distribution on the Series AM Preferred Units prior to the end of the initial Distribution Period as a condition for the declaration or payment of a distribution on any Junior Units or Parity Units prior to the end of the initial Distribution Period. (D) So long as any Series AM Preferred Units are outstanding, no distributions (other than distributions paid solely in Fully Junior Units or options, warrants or rights to subscribe for or purchase Fully Junior Units) shall be declared or paid or set apart for payment on any Junior Units, nor shall any Junior Units be redeemed, purchased or otherwise acquired (other than a redemption, purchase or other acquisition of Class A Units, Class B Units (or other Junior Units convertible into Class A Units or Class B Units) made pursuant to (i) the Unit Redemption Right, (ii) any provision comparable to the Unit Redemption Right in any agreement entered into at the time such Class A Units, Class B Units or such other Junior Units are issued, or (iii) for purposes of an employee incentive or benefit plan of the General Partner, the Partnership or any subsidiary of either of them) for any consideration (or any moneys be paid to or made available for a sinking fund for the redemption of any such Junior Units) by the Partnership, directly or indirectly (except by conversion into or exchange for Fully Junior Units), unless in each case the full cumulative distributions on all outstanding Series AM Preferred Units shall have been or contemporaneously are declared and paid or declared and set apart for payment for all Distribution Periods ending on or prior to the distribution payment date for such Class or Series of Junior Units. Nothing herein shall be deemed to require the declaration or payment of a distribution on the Series AM Preferred Units prior to the end of the initial Distribution Period as a condition for the declaration or payment of a distribution on any Junior Units or Parity Units prior to the end of the initial Distribution Period. (E) No distributions on the Series AM Preferred Units shall be declared by the General Partner or paid or set apart for payment by the Partnership at such time as the terms and provisions of any agreement of the General Partner or the Partnership, including any organizational document or agreement relating to its indebtednessindebtedness of either of them, prohibits such declaration, payment or setting apart for payment or provides that such declaration, payment or setting apart for payment would constitute a breach thereof, thereof or a default thereunder, or if such declaration or payment shall be restricted or prohibited by law. Notwithstanding the foregoing, distributions on the Series B Preferred Units shall accumulate whether or not any of the foregoing restrictions exist. (c) Except as provided in Section 5(d) of this Schedule A, so long as any Series B Preferred Units are outstanding, (i) no distributions (other than in Common Units or other Units ranking junior to the Series B Preferred Units as to payment of distributions and amounts upon liquidation, dissolution or winding-up of the Partnership) shall be declared or paid or set apart for payment upon the Common Units or any other class or series of partnership interests in the Partnership or Units ranking, as to payment of distributions or amounts distributable upon liquidation, dissolution or winding-up of the Partnership, on a parity with or junior to the Series B Preferred Units, for any period and (ii) no Common Units or other Units ranking junior to or on a parity with the Series B Preferred Units as to payment of distributions or amounts upon liquidation, dissolution or winding-up of the Partnership, shall be redeemed, purchased or otherwise acquired for any consideration (or any monies be paid to or made available for a sinking fund for the redemption of any such Units) by the Partnership (except by conversion into or exchange for other Units ranking junior to the Series B Preferred Units as to payment of distributions and amounts upon liquidation, dissolution or winding-up of the Partnership or by redemptions pursuant to Rights Agreements) unless, in the case of either clause (i) or (ii), full cumulative distributions have been or contemporaneously are declared and paid or declared and a sum sufficient for the payment thereof set apart for such payment on the Series B Preferred Units for all Distribution Periods ending on or prior to the distribution payment date for the Common Units or such other class or series of Unit or the date of such redemption, purchase or other acquisition. (d) When distributions are not paid in full (or a sum sufficient for such full payment is not set apart for such payment) upon the Series B Preferred Units and any other partnership interests in the Partnership or Units ranking on a parity as to payment of distributions with the Series B Preferred Units, all distributions declared upon the Series B Preferred Units and any other partnership interests in the Partnership or Units ranking on a parity as to payment of distributions with the Series B Preferred Units shall be declared pro rata so that the amount of distributions declared per Unit of Series B Preferred Units and such other partnership interests in the Partnership or Units shall in all cases bear to each other the same ratio that accrued distributions per Unit on the Series B Preferred Units and such other partnership interests in the Partnership or Units (which shall not include any accumulation in respect of unpaid distributions for prior distribution periods if such Units do not have cumulative distributions) bear to each other. (e) Holders of Series B Preferred Units shall not be entitled to any distributions, whether payable in cash, property or Units, in excess of the cumulative distributions described in Section 5(a) above. (f) Distributions with respect to the Series B Preferred Units are intended to qualify as permitted distributions of cash that are not treated as a disguised sale within the meaning of Treasury Regulation §1.707-4 and the provisions of this Schedule A shall be construed and applied consistently with such Treasury Regulations. (g) Notwithstanding anything to the contrary contained herein (but subject to the last sentence of Section 5(a) hereof), if the distributions with respect to the Series B Preferred Units made on or prior to the second anniversary of the issuance of the Series B Preferred Units would result in any holder of Series B Preferred Units receiving, an annual return on such holder’s “unreturned capital” (as defined for purposes of Treasury Regulation Section 1.707-4(a)) for a fiscal year (treating the fiscal year in which such second anniversary occurs as ending on such date) in excess of the Safe Harbor Rate (as defined below), then the distributions to such holder in excess of such Safe Harbor Rate will be deferred, will cumulate and will be paid, if and to the extent declared or authorized by the General Partner on behalf of the Partnership and subject, to the provisions of Section 5(b) hereof, on the earlier to occur of (i) the disposition of the Series B Preferred Units to which such deferred distributions relate in a transaction in which the disposing holder recognizes taxable gain thereon or (ii) the first distribution payment date with respect to the Series B Preferred Units following the second anniversary of the issuance of the Series B Preferred Units. For purposes of the foregoing, the “Safe Harbor Rate” shall equal 150% of the highest applicable federal rate, based on annual compounding, in effect for purposes of Section 1274(d) of the Code at any time between the date of the issuance of the Series B Preferred Units and the date on which the relevant distribution payment is made. Notwithstanding anything to the contrary contained herein, any distributions that are deferred under this Section 5(g) shall be deemed to have been paid in full for purposes of Sections 5(c) and (d) of this Schedule A until the end of the Distribution Period during which they are to be paid as provided above. (h) For any quarterly period, any amounts paid with respect to the Series B Preferred Units in excess of the amount that would have been paid with respect to such Units for such period had they been converted into Common Units in accordance with the terms of Section 7 of this Schedule A are intended to constitute guaranteed payments within the meaning of Section 707(c) of the Code and shall not be treated as distributions for purposes of allocating Net Income and Net Loss or otherwise maintaining Capital Accounts.

Distributions. (aA) With respect Pursuant to each Distribution Period and Article VI of this Agreement but subject to the rights of the holders of Preferred any Partnership Units ranking senior to or on parity with the Series Class B Convertible Preferred UnitsUnits as to the payment of distributions, the holders of Series the outstanding Class B Convertible Preferred Units as of an applicable Record Date, which shall be the date that is one week prior to the applicable Class B Convertible Preferred Unit Distribution Payment Date, shall be entitled to receive, when, as and if declared authorized by the General PartnerBoard of Directors or any duly authorized committee, out of assets of the Partnership legally available funds for such purpose, (x) first, the Minimum Quarterly Class B Convertible Preferred Unit Distribution Rate on each Class B Convertible Preferred Unit and (y) second, any Cumulative Class B Convertible Preferred Unit Arrearage then outstanding, prior to any other distributions made in respect of any other Partnership Interests pursuant to Sections 6.2 or 6.3, in cash. The Minimum Quarterly Class B Convertible Preferred Unit Distribution Rate shall be payable quarterly when, as and if authorized by the Board of Directors, in equal amounts immediately prior to the payment of distributionsany distributions on the Common Units, quarterly cumulative cash distributions in an amount per Series which is generally expected to be February 10, May 10, August 10 and November 10, or, if any such date is not a Business Day, the next succeeding Business Day (each, a “Class B Convertible Preferred Unit equal to the greater of Distribution Payment Date”). (iB) $1.0625 and (ii) the amount of the regular quarterly cash Any distribution for such Distribution Period upon the number of Common Units (or portion thereof) into which such Series B Preferred Unit is then convertible in accordance with Section 7 of this Schedule A (but, with respect to any Distribution Period ending after the Fifteenth Anniversary Date, no amount shall be paid in respect of clause (ii) of this paragraph in respect of the portion of such Distribution Period occurring after the Fifteenth Anniversary Date). Notwithstanding anything to the contrary contained herein, the amount of distributions described under each of clause (i) and (ii) of this paragraph for the initial Distribution Period, or any other period shorter than a full Distribution Period, shall be prorated and computed payable on the basis of twelve 30-day months and a 360-day year. The distributions upon the Series Class B Preferred Units for each Distribution Period shall, if and to the extent declared or authorized by the General Partner on behalf of the Partnership, be paid in arrears (without interest or other amount) on the Distribution Payment Date with respect thereto, and, if not paid on such date, shall accumulate, whether or not there are funds legally available for the payment thereof and whether or not such distributions are declared or authorized. The record date for distributions upon the Series B Convertible Preferred Units for any Distribution Period shall be partial Quarter (other than the same as initial distribution payable on the record date Class B Convertible Preferred Units for the distributions upon period from May 22, 2012 through June 30, 2012) shall equal the Common Units for such product of the Minimum Quarterly Class B Convertible Preferred Unit Distribution Period (or, if no such record is set for the Common UnitsRate multiplied by a fraction, the fifteenth day numerator of which is the calendar month number of days in such period and the denominator of which is the total number of days in the Quarter for which the applicable Distribution Payment Date falls). Accumulated and unpaid distributions for any past Distribution Periods to be declared and paid at any time, without reference to any Distribution Payment Date, to holders of record on such date, not exceeding 45 days preceding the payment date thereof, as may be fixed by the General Partner. Any distribution payment made upon the Series Class B Convertible Preferred Units shall first be credited against the earliest accumulated but unpaid distributions due with respect are entitled to such Units which remains payable. No interest, or sum of money in lieu of interest, shall be owing or payable in respect of any distribution payment or payments on the Series B Preferred Units, whether or not in arrears, including, without limitation, any distribution payment that is deferred pursuant to Section 5(g) of this Schedule A.a partial distribution). (bC) No distribution on the Series Class B Convertible Preferred Units shall be declared authorized by the General Partner Board of Directors or declared or paid or set apart for payment by the Partnership at such time as the terms and provisions of any agreement of the Partnership, including any agreement relating to its indebtedness, prohibits such authorization, declaration, payment or setting apart for payment or provides that such authorization, declaration, payment or setting apart for payment would constitute a breach thereof, or a default thereunder, or if such declaration authorization, declaration, payment or setting apart for payment shall be restricted or prohibited by law. . (D) Notwithstanding the foregoing, distributions on with respect to the Series Class B Convertible Preferred Units shall accumulate as of the Class B Convertible Preferred Unit Distribution Payment Date on which they first become payable whether or not any of the foregoing restrictions in (C) above exist. (c) Except as provided in Section 5(d) of this Schedule A, so long as any Series B Preferred Units are outstanding, (i) no distributions (other than in Common Units whether or other Units ranking junior to the Series B Preferred Units as to payment of distributions and amounts upon liquidation, dissolution or winding-up of the Partnership) shall be declared or paid or set apart for payment upon the Common Units or any other class or series of partnership interests in the Partnership or Units ranking, as to payment of distributions or amounts distributable upon liquidation, dissolution or winding-up of the Partnership, on a parity with or junior to the Series B Preferred Units, for any period and (ii) no Common Units or other Units ranking junior to or on a parity with the Series B Preferred Units as to payment of distributions or amounts upon liquidation, dissolution or winding-up of the Partnership, shall be redeemed, purchased or otherwise acquired for any consideration (or any monies be paid to or made available for a sinking fund for the redemption of any such Units) by the Partnership (except by conversion into or exchange for other Units ranking junior to the Series B Preferred Units as to payment of distributions and amounts upon liquidation, dissolution or winding-up of the Partnership or by redemptions pursuant to Rights Agreements) unless, in the case of either clause (i) or (ii), full cumulative distributions have been or contemporaneously are declared and paid or declared and a sum not there is sufficient Available Cash for the payment thereof set apart for and whether or not such payment on the Series B Preferred Units for all Distribution Periods ending on or prior to the distribution payment date for the Common Units or such other class or series of Unit or the date of such redemption, purchase or other acquisition. (d) When distributions are not paid in full (or a sum sufficient for such full payment is not set apart for such payment) upon the Series authorized. A Cumulative Class B Convertible Preferred Units and any other partnership interests in the Partnership or Units ranking on a parity as to payment of distributions with the Series B Preferred Units, all distributions declared upon the Series B Preferred Units and any other partnership interests in the Partnership or Units ranking on a parity as to payment of distributions with the Series B Preferred Units shall be declared pro rata so that the amount of distributions declared per Unit of Series B Preferred Units and such other partnership interests in the Partnership or Units shall in all cases bear to each other the same ratio that accrued distributions per Unit on the Series B Preferred Units and such other partnership interests in the Partnership or Units (which Arrearage shall not include any accumulation in respect bear interest and holders of unpaid distributions for prior distribution periods if such Units do not have cumulative distributions) bear to each other. (e) Holders of Series the Class B Convertible Preferred Units shall not be entitled to any distributions, whether payable in cash, property or UnitsPartnership Interests, in excess of the cumulative distributions described in Section 5(a) abovethen Cumulative Class B Convertible Preferred Unit Arrearage plus the Minimum Quarterly Class B Convertible Preferred Unit Distribution Rate for such Quarter. (fE) Distributions Notwithstanding anything in this Section 5.10(b)(ii) to the contrary, with respect to Class B Convertible Preferred Units that are converted into Common Units, the holder thereof shall not be entitled to a Class B Convertible Preferred Unit distribution and a Common Unit distribution with respect to the Series same period, but shall be entitled only to the distribution to be paid based upon the class of Units held as of the close of business on the Record Date for the distribution in respect of such period; provided, however, that the holder of a converted Class B Convertible Preferred Unit shall remain entitled to receive any accrued but unpaid distributions due with respect to such Unit on or as of the prior Class B Convertible Preferred Unit Distribution Payment Date; and provided, further, that if the Partnership exercises the Partnership Mandatory Conversion Right to convert the Class B Convertible Preferred Units are intended pursuant to qualify as permitted distributions of cash that are not treated as a disguised sale within the meaning of Treasury Regulation §1.707-4 and the provisions of this Schedule A shall be construed and applied consistently with such Treasury Regulations. (g) Notwithstanding anything to the contrary contained herein (but subject to the last sentence of Section 5(a) hereof5.10(b)(ix)(C), if then the distributions holders’ rights with respect to the Series B Preferred Units made on or prior to distribution for the second anniversary of the issuance of the Series B Preferred Units would result in any holder of Series B Preferred Units receiving, an annual return on such holder’s “unreturned capital” (as defined for purposes of Treasury Regulation Section 1.707-4(a)) for a fiscal year (treating the fiscal year in which such second anniversary occurs as ending on such date) in excess of the Safe Harbor Rate (as defined below), then the distributions to such holder in excess of such Safe Harbor Rate will be deferred, will cumulate and will be paid, if and to the extent declared or authorized by the General Partner on behalf of the Partnership and subject, to the provisions of Section 5(b) hereof, on the earlier to occur of (i) the disposition of the Series B Preferred Units to which such deferred distributions relate in a transaction Quarter in which the disposing holder recognizes taxable gain thereon or (ii) the first distribution payment date with respect to the Series B Preferred Units following the second anniversary of the issuance of the Series B Preferred Units. For purposes of the foregoing, the “Safe Harbor Rate” shall equal 150% of the highest applicable federal rate, based on annual compounding, Partnership Mandatory Conversion Notice is received is as set forth in effect for purposes of Section 1274(d) of the Code at any time between the date of the issuance of the Series B Preferred Units and the date on which the relevant distribution payment is made. Notwithstanding anything to the contrary contained herein, any distributions that are deferred under this Section 5(g) shall be deemed to have been paid in full for purposes of Sections 5(c) and (d) of this Schedule A until the end of the Distribution Period during which they are to be paid as provided above5.10(b)(ix)(F). (h) For any quarterly period, any amounts paid with respect to the Series B Preferred Units in excess of the amount that would have been paid with respect to such Units for such period had they been converted into Common Units in accordance with the terms of Section 7 of this Schedule A are intended to constitute guaranteed payments within the meaning of Section 707(c) of the Code and shall not be treated as distributions for purposes of allocating Net Income and Net Loss or otherwise maintaining Capital Accounts.

Distributions. (a) With respect to each Distribution Period and subject to the rights of the holders of Preferred Units ranking senior to or on parity with the Series B E Preferred Units, the holders of Series B E Preferred Units shall be entitled to receive, when, as and if declared by the General Partner, out of assets of the Partnership legally available for the payment of the distributions, quarterly cumulative cash distributions in an amount per Series B E Preferred Unit equal to the greater of (i) $1.0625 0.875 (the “Base Quarterly Distribution”) and (ii) the amount of the regular quarterly cash distribution paid for such Distribution Period upon the number of Series K Preferred Units and Common Units (or portion thereof) into which such Series B E Preferred Unit is then convertible in accordance with Section 7 of this Schedule A (but, with respect to any Distribution Period ending after the Fifteenth Anniversary Date, no amount shall be paid in respect of clause (ii) of this paragraph in respect of the portion of such Distribution Period occurring after the Fifteenth Anniversary Date). C. Notwithstanding anything to the contrary contained herein, the amount of distributions described under each of clause (i) and (ii) of this paragraph for the initial Distribution Period, or any other period shorter than a full Distribution Period, shall be prorated and computed based on the basis actual number of twelve 30-day months and days in such Distribution Period relative to the actual number of days in the calendar quarter of which the Distribution Period is a 360-day yearpart. Such distributions shall, with respect to each Series E Preferred Unit, accrue from its issue date, whether or not in, or with respect to, any Distribution Period or Periods (A) the distributions described above are declared, (B) the Partnership is contractually prohibited from paying such distributions or (C) there shall be assets of the Partnership legally available for the payment of such distributions. The distributions upon the Series B E Preferred Units for each Distribution Period shall, if and to the extent declared or authorized by the General Partner on behalf of the Partnership, be paid in arrears (without interest or other amount) on the Distribution Payment Date with respect thereto, and, if not paid on such date, shall accumulate, whether or not in, or with respect to, any Distribution Period or Periods (X) the distributions are declared, (Y) the Partnership is contractually prohibited from paying such distributions or (Z) there are funds shall be assets of the Partnership legally available for the payment thereof and whether or not of such distributions are declared or authorized(and shall not constitute accumulated distributions prior to such date). The record date for distributions upon the Series B E Preferred Units for any Distribution Period shall be the same as the record date for the distributions upon the Common Series K Preferred Units for such Distribution Period (or, if no such record date is set for the Common such Units, the fifteenth day of the calendar month in which the applicable Distribution Payment Date fallsfalls if prior to such Distribution Payment Date; otherwise, the fifteenth day of the immediately preceding calendar month). Accumulated and unpaid distributions for any past Distribution Periods to may be declared and paid at any time, without reference to any Distribution Payment Date, to holders of record on such date, not exceeding 45 days preceding the payment date thereof, as may be fixed by the General Partner. Any distribution payment made upon the Series B E Preferred Units shall first be credited against the earliest accumulated accrued but unpaid distributions due with respect to such Units which remains payable. No interest, or sum of money in lieu of interest, shall be owing or payable in respect of any distribution payment or payments on the Series B E Preferred Units, whether or not in arrears, including, without limitation, any distribution payment that is deferred pursuant to Section 5(g) of this Schedule A.. (b) No distribution on the Series B E Preferred Units shall be declared by the General Partner or paid or set apart for payment by the Partnership at such time as and to the extent that the terms and provisions of any bona fide agreement of the Partnership, including any agreement relating to its bona fide indebtedness, prohibits such declaration, payment or setting apart for payment or provides that such declaration, payment or setting apart for payment would constitute a breach thereof, or a default thereunder, or if to the extent that such declaration or of payment shall be restricted or prohibited by lawlaw (and such failure to pay distributions on the Series E Preferred Units shall prohibit other distributions by the Partnership as described in Sections 5(c) or (d) of this Schedule C). Notwithstanding the foregoing, distributions on the Series B E Preferred Units shall accumulate as provided herein whether or not any of the foregoing restrictions exist. (c) Except as provided in Section 5(d) of this Schedule AC, so long as any Series B E Preferred Units are outstanding, (i) no cash or non-cash distributions (other than in Common Units or other Units ranking junior to the Series B E Preferred Units as to payment of distributions and amounts upon liquidation, dissolution or winding-up of the Partnership) shall be declared or paid or set apart for payment upon the Common Units or any other class or series of partnership interests in the Partnership or Units ranking, as to payment of distributions or amounts distributable upon liquidation, dissolution or winding-up of the Partnership, on a parity with or junior to the Series B E Preferred Units, for any period and (ii) no Common Units or other Units ranking junior to or on a parity with the Series B E Preferred Units as to payment of distributions or amounts upon liquidation, dissolution or winding-up of the Partnership, Partnership shall be redeemed, purchased or otherwise acquired for any consideration (or any monies be paid to or made available for a sinking fund for the redemption of any such Units) by the Partnership (except by conversion into or exchange for other Units ranking junior to the Series B E Preferred Units as to payment of distributions and amounts upon liquidation, dissolution or winding-up of the Partnership or by redemptions pursuant to Rights Agreements) unless, in the case of either clause (i) or (ii), full cumulative distributions have been or contemporaneously are declared and paid or declared and a sum sufficient for the payment thereof set apart for such payment in the next 30 days on the Series B E Preferred Units for all Distribution Periods ending on or prior to the distribution payment date for the Common Units or such other class or series of Unit or the date of such redemption, purchase or other acquisition. (d) When distributions are not paid in full (or a sum sufficient for such full payment is not set apart for such paymentpayment in the next 30 days) upon the Series B E Preferred Units and any other partnership interests in the Partnership or Units ranking on a parity as to payment of distributions with the Series B E Preferred Units, all distributions declared upon the Series B E Preferred Units and any other partnership interests in the Partnership or Units ranking on a parity as to payment of distributions with the Series B E Preferred Units shall be declared or paid pro rata so that the amount of distributions declared per Unit of Series B E Preferred Units and such other partnership interests in the Partnership or Units shall in all cases bear to each other the same ratio that accrued and unpaid distributions per Unit on the Series B E Preferred Units and such other partnership interests in the Partnership or Units (which shall not include any accumulation in respect of unpaid distributions for prior distribution periods if such Units do not have cumulative distributions) bear to each other. (e) Holders Except as set forth in Section 6 of this Schedule C, holders of Series B E Preferred Units shall not be entitled to any distributions, whether payable in cash, property or Units, in excess of the cumulative distributions described in Section 5(a) above.of this Schedule C. (f) Distributions with respect to the Series B E Preferred Units are intended to qualify as permitted distributions of cash that are not treated as a disguised sale within the meaning of Treasury Regulation §1.707-4 and the provisions of this Schedule A C shall be construed and applied consistently with such Treasury Regulations. (g) Notwithstanding anything to the contrary contained herein (but subject to the last sentence of Section 5(a) hereof), if the distributions with respect to the Series B Preferred Units made on or prior to the second anniversary of the issuance of the Series B Preferred Units would result in any holder of Series B Preferred Units receiving, an annual return on such holder’s “unreturned capital” (as defined for purposes of Treasury Regulation Section 1.707-4(a)) for a fiscal year (treating the fiscal year in which such second anniversary occurs as ending on such date) in excess of the Safe Harbor Rate (as defined below), then the distributions to such holder in excess of such Safe Harbor Rate will be deferred, will cumulate and will be paid, if and to the extent declared or authorized by the General Partner on behalf of the Partnership and subject, to the provisions of Section 5(b) hereof, on the earlier to occur of (i) the disposition of the Series B Preferred Units to which such deferred distributions relate in a transaction in which the disposing holder recognizes taxable gain thereon or (ii) the first distribution payment date with respect to the Series B Preferred Units following the second anniversary of the issuance of the Series B Preferred Units. For purposes of the foregoing, the “Safe Harbor Rate” shall equal 150% of the highest applicable federal rate, based on annual compounding, in effect for purposes of Section 1274(d) of the Code at any time between the date of the issuance of the Series B Preferred Units and the date on which the relevant distribution payment is made. Notwithstanding anything to the contrary contained herein, any distributions that are deferred under this Section 5(g) shall be deemed to have been paid in full for purposes of Sections 5(c) and (d) of this Schedule A until the end of the Distribution Period during which they are to be paid as provided above. (h) For any quarterly period, any amounts paid with respect to the Series B Preferred Units in excess of the amount that would have been paid with respect to such Units for such period had they been converted into Common Units in accordance with the terms of Section 7 of this Schedule A are intended to constitute guaranteed payments within the meaning of Section 707(c) of the Code and shall not be treated as distributions for purposes of allocating Net Income and Net Loss or otherwise maintaining Capital Accounts.

Distributions. (a) With No distribution with respect to a Tax Distribution Amount shall be made under this Section 5.01 with respect to a Distribution Period, and the Tax Distribution Amount with respect to such Distribution Period shall be $0.00, unless the Board of Managers, pursuant to a vote in accordance with Section 8.07(b), determines that there shall be such a distribution. If the Board of Managers, pursuant to a vote in accordance with Section 8.07(b), determines that there shall be a distribution under this Section 5.01 with respect to any Distribution Period during a Taxable Year, then, within 45 days after the end such Distribution Period, the Company shall distribute to the Members (the date of such distribution being a “Distribution Date”) an amount in cash (the “Tax Distribution Amount”) determined as follows: (i) The maximum Tax Liability of each Member with respect to its allocable portion (as provided in Section 6.03) of the Company’s estimated taxable income for such Distribution Period shall be determined, based upon the highest aggregate marginal statutory Federal, state and local income tax rate (determined taking into account the deductibility, to the extent allowed, of income-based taxes paid to governmental entities) to which any Member may be subject for the related Fiscal Year (and excluding any deferred taxes) (the “Aggregate Tax Rate”). (ii) If the Tax Liability determined in clause (i) is positive with respect to either Member, there shall be a cash distribution to each of the Members, in accordance with their Percentage Interests, of an aggregate amount such that neither Member shall have received distributions under this clause and subsection (b) below for such portion of such Fiscal Year in an amount less than its Tax Liability for such portion of such Fiscal Year. (b) No distribution of Distributable Cash shall be made under this Section 5.01(b) with respect to a Distribution Period unless the Board of Managers, pursuant to a vote in accordance with Section 8.07(b), determines that there shall be such a distribution. If the Board of Managers, pursuant to a vote in accordance with Section 8.07(b), determines that there shall be a distribution under this Section 5.01(b) with respect to any Distribution Period, the Company shall distribute to the Members such amount of Distributable Cash as is determined to be distributed by such vote of the Board of Managers. Subject to Section 5.02(b), each such distribution shall be allocated between the Members pro rata based upon their respective Percentage Interests. (c) The Company shall prepare and distribute to each Member within 45 days after the end of each Distribution Period and subject to a statement (a “Distributions Calculation Statement”) setting forth the rights of the holders of Preferred Units ranking senior to or on parity with the Series B Preferred Units, the holders of Series B Preferred Units shall be entitled to receive, when, as and if declared by the General Partner, out of assets of the Partnership legally available for the payment of distributions, quarterly cumulative cash distributions calculations (in an amount per Series B Preferred Unit equal to the greater reasonable detail) of (i) $1.0625 and the Tax Distribution Amount for each Member with respect to such Distribution Period (as if the Board of Managers had determined that there shall be a distribution under Section 5.01(a) for such Distribution Period, regardless of whether such a determination was actually made), (ii) the amount of the regular quarterly cash distribution for such Distribution Period upon the number of Common Units (or portion thereof) into which such Series B Preferred Unit is then convertible in accordance with Section 7 of this Schedule A (but, Distributable Cash with respect to any Distribution Period ending after the Fifteenth Anniversary Date, no amount shall be paid in respect of clause (ii) of this paragraph in respect of the portion of such Distribution Period occurring after the Fifteenth Anniversary Date). Notwithstanding anything to the contrary contained herein, the amount of distributions described under each of clause (i) and (ii) of this paragraph for the initial Distribution Period, or any other period shorter than a full Distribution Period, shall be prorated and computed on the basis of twelve 30-day months and a 360-day year. The distributions upon the Series B Preferred Units for each Distribution Period shall, if and to the extent declared or authorized by the General Partner on behalf of the Partnership, be paid in arrears (without interest or other amount) on the Distribution Payment Date with respect thereto, and, if not paid on such date, shall accumulate, whether or not there are funds legally available for the payment thereof and whether or not such distributions are declared or authorized. The record date for distributions upon the Series B Preferred Units for any Distribution Period shall be the same as the record date for the distributions upon the Common Units for such Distribution Period (oras if the Board of Managers had determined that there shall be a distribution under Section 5.01(b) for such Distribution Period, regardless of whether such a distribution was actually made) and (iii) the allocation between the members of distributions, if no such record is set for the Common Unitsany, the fifteenth day of the calendar month in which the applicable Distribution Payment Date falls). Accumulated under Sections 5.01(a) and unpaid distributions for any past Distribution Periods to be declared and paid at any time, without reference to any Distribution Payment Date, to holders of record on such date, not exceeding 45 days preceding the payment date thereof, as may be fixed by the General Partner. Any distribution payment made upon the Series B Preferred Units shall first be credited against the earliest accumulated but unpaid distributions due with respect to such Units which remains payable. No interest, or sum of money in lieu of interest, shall be owing or payable in respect of any distribution payment or payments on the Series B Preferred Units, whether or not in arrears, including, without limitation, any distribution payment that is deferred pursuant to Section 5(g) of this Schedule A. (b) No distribution on the Series B Preferred Units for such Distribution Period. Such Distributions Calculations Statements shall be declared by the General Partner or paid or set apart for payment by the Partnership at distributed to such time as the terms and provisions of any agreement Members regardless of the Partnershipamount, including any agreement relating if any, that is actually distributed to its indebtedness, prohibits such declaration, payment or setting apart for payment or provides that Members during such declaration, payment or setting apart for payment would constitute a breach thereof, or a default thereunder, or if such declaration or payment shall be restricted or prohibited by law. Notwithstanding the foregoing, distributions on the Series B Preferred Units shall accumulate whether or not any of the foregoing restrictions exist. (c) Except as provided in Section 5(d) of this Schedule A, so long as any Series B Preferred Units are outstanding, (i) no distributions (other than in Common Units or other Units ranking junior to the Series B Preferred Units as to payment of distributions and amounts upon liquidation, dissolution or winding-up of the Partnership) shall be declared or paid or set apart for payment upon the Common Units or any other class or series of partnership interests in the Partnership or Units ranking, as to payment of distributions or amounts distributable upon liquidation, dissolution or winding-up of the Partnership, on a parity with or junior to the Series B Preferred Units, for any period and (ii) no Common Units or other Units ranking junior to or on a parity with the Series B Preferred Units as to payment of distributions or amounts upon liquidation, dissolution or winding-up of the Partnership, shall be redeemed, purchased or otherwise acquired for any consideration (or any monies be paid to or made available for a sinking fund for the redemption of any such Units) by the Partnership (except by conversion into or exchange for other Units ranking junior to the Series B Preferred Units as to payment of distributions and amounts upon liquidation, dissolution or winding-up of the Partnership or by redemptions pursuant to Rights Agreements) unless, in the case of either clause (i) or (ii), full cumulative distributions have been or contemporaneously are declared and paid or declared and a sum sufficient for the payment thereof set apart for such payment on the Series B Preferred Units for all Distribution Periods ending on or prior to the distribution payment date for the Common Units or such other class or series of Unit or the date of such redemption, purchase or other acquisitionPeriod. (d) When distributions are not paid in full (or a sum sufficient for such full payment is not set apart for such payment) upon the Series B Preferred Units and any other partnership interests in the Partnership or Units ranking on a parity as to payment of distributions with the Series B Preferred Units, all distributions declared upon the Series B Preferred Units and any other partnership interests in the Partnership or Units ranking on a parity as to payment of distributions with the Series B Preferred Units shall be declared pro rata so that the amount of distributions declared per Unit of Series B Preferred Units and such other partnership interests in the Partnership or Units shall in all cases bear to each other the same ratio that accrued distributions per Unit on the Series B Preferred Units and such other partnership interests in the Partnership or Units (which shall not include any accumulation in respect of unpaid distributions for prior distribution periods if such Units do not have cumulative distributions) bear to each other. (e) Holders of Series B Preferred Units shall not be entitled to any distributions, whether payable in cash, property or Units, in excess of the cumulative distributions described in Section 5(a) above. (f) Distributions with respect to the Series B Preferred Units are intended to qualify as permitted distributions of cash that are not treated as a disguised sale within the meaning of Treasury Regulation §1.707-4 and the provisions of this Schedule A shall be construed and applied consistently with such Treasury Regulations. (g) Notwithstanding anything to the contrary contained herein (but subject to the last sentence of Section 5(a) hereof)in this Agreement, if the distributions with respect to the Series B Preferred Units made on or prior to the second anniversary of the issuance of the Series B Preferred Units would result in any holder of Series B Preferred Units receiving, an annual return on such holder’s “unreturned capital” (as defined for purposes of Treasury Regulation Section 1.707-4(a)) for a fiscal year (treating the fiscal year in which such second anniversary occurs as ending on such date) in excess of the Safe Harbor Rate (as defined below), then the distributions to such holder in excess of such Safe Harbor Rate will be deferred, will cumulate and will be paid, if and to the extent declared or authorized by the General Partner on behalf of the Partnership and subject, to the provisions of Section 5(b) hereof, on the earlier to occur of (i) the disposition of the Series B Preferred Units to which such deferred distributions relate in a transaction in which the disposing holder recognizes taxable gain thereon or (ii) the first distribution payment date with respect to the Series B Preferred Units following the second anniversary of the issuance of the Series B Preferred Units. For purposes of the foregoing, the “Safe Harbor Rate” shall equal 150% of the highest applicable federal rate, based on annual compounding, in effect for purposes of Section 1274(d) of the Code at any time agreement reached between the date Members to distribute any amount of cash different from the issuance of the Series B Preferred Units and the date on amounts which the relevant distribution payment is made. Notwithstanding anything to the contrary contained herein, any distributions that are deferred under this Section 5(g) shall would be deemed to have been paid in full for purposes of Sections 5(c) and (d) of this Schedule A until the end of the Distribution Period during which they are to be paid as provided above. (h) For any quarterly period, any amounts paid with respect to the Series B Preferred Units in excess of the amount that would have been paid with respect to such Units for such period had they been converted into Common Units calculated in accordance with the terms of methodology set forth in Section 7 of this Schedule A are intended to constitute guaranteed payments within 5.01(a) and Section 5.01(b) above shall not alter or waive in any manner the meaning of Section 707(c) obligations of the Code Company to prepare and deliver the Distributions Calculation Statement as set forth in Section 5.01(c) above, and after any such agreement has been reached the Company shall not be treated continue to prepare and deliver such Distributions Calculation Statement with respect to each Distribution Period as distributions for purposes of allocating Net Income and Net Loss or otherwise maintaining Capital Accountsif no such agreement had been reached.

Distributions. (a) With respect to each Distribution Period and subject to the rights of the holders of Preferred Units ranking senior to or on parity with the Series B Preferred Units, the The holders of Series B 1 Preferred Units shall be entitled to receive, when, as and if declared authorized by the General Partner, Partner out of assets funds legally available for that purpose, cumulative, preferential distributions payable in cash at the rate of 5.417% of the Liquidation Price per year (an amount of $1.35425 per annum per unit). Such distributions shall accrue and shall be fully cumulative, whether or not the Partnership has earnings, and whether or not in any Distribution Period or Periods there shall be funds of the General Partner legally available for the payment of such distributions, quarterly cumulative cash distributions in an amount per Series B Preferred Unit equal to the greater of (i) $1.0625 and (ii) the amount of the regular quarterly cash distribution for such Distribution Period upon the number of Common Units (or portion thereof) into which such Series B Preferred Unit is then convertible in accordance with Section 7 of this Schedule A (but, with respect to any Distribution Period ending after the Fifteenth Anniversary Date, no amount shall be paid in respect of clause (ii) of this paragraph in respect of the portion of such Distribution Period occurring after the Fifteenth Anniversary Date). Notwithstanding anything to the contrary contained hereinpayable quarterly, the amount of distributions described under each of clause (i) when, as and (ii) of this paragraph for the initial Distribution Period, or any other period shorter than a full Distribution Period, shall be prorated and computed on the basis of twelve 30-day months and a 360-day year. The distributions upon the Series B Preferred Units for each Distribution Period shall, if and to the extent declared or authorized by the General Partner Partner, in arrears, on behalf Distribution Payment Dates. Such distributions shall be payable in arrears to the holders of record of Series 1 Preferred Units, as they appear on the records of the Partnership, be paid in arrears (without interest or other amount) Partnership at the close of business on the Distribution Payment Date with respect theretorecord date as shall be fixed by the General Partner. Unless specifically designated otherwise by the General Partner, and, if not paid on such date, shall accumulate, whether or not there are funds legally available each record date for the payment thereof and whether or not such of distributions are declared or authorized. The record date for distributions upon on the Series B 1 Preferred Units for any Distribution Period shall be the same as the applicable record date for with respect to the distributions upon payment of dividends on the Common Units for such Distribution Period (or, if no such record is set for the Common Units, the fifteenth day of the calendar month in which the applicable Distribution Payment Date falls)Series 1 Preferred Shares. Accumulated Accrued and unpaid distributions for any past Distribution Periods to may be declared and paid at on any timedate and for such interim periods, without reference to any regular Distribution Payment Date, to holders of record on such date, not exceeding 45 days preceding the payment date thereof, as may be fixed by the General Partner. Any distribution payment made upon on the Series B 1 Preferred Units shall first be credited against the earliest accumulated accrued but unpaid distributions distribution due with respect to such the Series 1 Preferred Units which remains payable. (b) The amount of distributions referred to in Section 4(a) payable for each full Distribution Period for the Series 1 Preferred Units shall be computed by dividing any annual distribution rate by four, except that the amount of distributions payable for any Distribution Period shorter than a full Distribution Period, shall be computed for the Series 1 Preferred Units on the basis of the actual number of days in such Distribution Period. Holders of Series 1 Preferred Units shall not be entitled to any distributions, whether payable in cash, property or otherwise, in excess of cumulative distributions, as herein provided, on the Series 1 Preferred Units. No interest, or sum of money in lieu of interest, shall be owing or payable in respect of any distribution payment or payments on the Series B 1 Preferred Units, whether or not Units that may be in arrears, including, without limitation, any distribution payment that is deferred pursuant to Section 5(g) of this Schedule A.. (bc) No distribution So long as any Series 1 Preferred Units are outstanding, no distributions, except as described in the immediately following sentence, shall be declared or paid or set apart for payment on any class or series of Parity Units for any period unless full cumulative distributions have been or contemporaneously are declared and paid or declared and a sum sufficient for the payment thereof set apart for such payment on the Series B 1 Preferred Units for all Distribution Periods terminating on or prior to the distribution payment date for such class or series of Parity Units. When distributions are not paid in full or a sum sufficient for such payment is not set apart, as aforesaid, all distributions declared upon Series 1 Preferred Units and all distributions declared upon any other class or series of Parity Units shall be declared ratably in proportion to the respective amounts of distributions accumulated and unpaid on the Series 1 Preferred Units and accumulated and unpaid on such Parity Units. (d) So long as any Series 1 Preferred Units are outstanding, no distributions (other than distributions paid solely in units of, or options, warrants or rights to subscribe for or purchase shares of, Junior Units) shall be declared or paid or set apart for payment or other distribution declared or made upon Junior Units, nor shall any Junior Units be redeemed, purchased or otherwise acquired (other than a redemption, purchase or other acquisition of Common Units made for purposes of any employee incentive or benefit plan of the Partnership, the General Partner, Federal Realty or any subsidiary) for any consideration (or any moneys be paid to or made available for a sinking fund for the redemption of any such units) by the Partnership, directly or indirectly (except by conversion into or exchange for shares of Junior Units), unless in each case: (i) the full cumulative distributions on all outstanding Series 1 Preferred Units and any other Parity Units of the Partnership shall have been or contemporaneously are declared and paid or declared and set apart for payment for all past Distribution Periods with respect to the Series 1 Preferred Units and all past distribution periods with respect to such Parity Units; and (ii) sufficient funds shall have been or contemporaneously are declared and paid or declared and set apart for payment of the distribution for the current Distribution Period with respect to the Series 1 Preferred Units and the current distribution period with respect to such Parity Units. (e) No distributions on Series 1 Preferred Units shall be declared authorized by the General Partner or paid or set apart for payment by the Partnership at such time as the terms and provisions of any agreement of the Partnership, including any agreement relating to its indebtedness, prohibits such declarationauthorization, payment or setting apart for payment or provides that such declarationauthorization, payment or setting apart for payment would constitute a breach thereof, thereof or a default thereunder, or if such declaration authorization or payment shall be restricted or prohibited by law. Notwithstanding the foregoing, distributions on the Series B Preferred Units shall accumulate whether or not any of the foregoing restrictions exist. (c) Except as provided in Section 5(d) of this Schedule A, so long as any Series B Preferred Units are outstanding, (i) no distributions (other than in Common Units or other Units ranking junior to the Series B Preferred Units as to payment of distributions and amounts upon liquidation, dissolution or winding-up of the Partnership) shall be declared or paid or set apart for payment upon the Common Units or any other class or series of partnership interests in the Partnership or Units ranking, as to payment of distributions or amounts distributable upon liquidation, dissolution or winding-up of the Partnership, on a parity with or junior to the Series B Preferred Units, for any period and (ii) no Common Units or other Units ranking junior to or on a parity with the Series B Preferred Units as to payment of distributions or amounts upon liquidation, dissolution or winding-up of the Partnership, shall be redeemed, purchased or otherwise acquired for any consideration (or any monies be paid to or made available for a sinking fund for the redemption of any such Units) by the Partnership (except by conversion into or exchange for other Units ranking junior to the Series B Preferred Units as to payment of distributions and amounts upon liquidation, dissolution or winding-up of the Partnership or by redemptions pursuant to Rights Agreements) unless, in the case of either clause (i) or (ii), full cumulative distributions have been or contemporaneously are declared and paid or declared and a sum sufficient for the payment thereof set apart for such payment on the Series B Preferred Units for all Distribution Periods ending on or prior to the distribution payment date for the Common Units or such other class or series of Unit or the date of such redemption, purchase or other acquisition. (d) When distributions are not paid in full (or a sum sufficient for such full payment is not set apart for such payment) upon the Series B Preferred Units and any other partnership interests in the Partnership or Units ranking on a parity as to payment of distributions with the Series B Preferred Units, all distributions declared upon the Series B Preferred Units and any other partnership interests in the Partnership or Units ranking on a parity as to payment of distributions with the Series B Preferred Units shall be declared pro rata so that the amount of distributions declared per Unit of Series B Preferred Units and such other partnership interests in the Partnership or Units shall in all cases bear to each other the same ratio that accrued distributions per Unit on the Series B Preferred Units and such other partnership interests in the Partnership or Units (which shall not include any accumulation in respect of unpaid distributions for prior distribution periods if such Units do not have cumulative distributions) bear to each other. (e) Holders of Series B Preferred Units shall not be entitled to any distributions, whether payable in cash, property or Units, in excess of the cumulative distributions described in Section 5(a) above. (f) Distributions with respect to the Series B Preferred Units are intended to qualify as permitted distributions of cash that are not treated as a disguised sale within the meaning of Treasury Regulation §1.707-4 and the provisions of this Schedule A shall be construed and applied consistently with such Treasury Regulations. (g) Notwithstanding anything to the contrary contained herein (but subject to the last sentence of Section 5(a) hereof), if the distributions with respect to the Series B Preferred Units made on or prior to the second anniversary of the issuance of the Series B Preferred Units would result in any holder of Series B Preferred Units receiving, an annual return on such holder’s “unreturned capital” (as defined for purposes of Treasury Regulation Section 1.707-4(a)) for a fiscal year (treating the fiscal year in which such second anniversary occurs as ending on such date) in excess of the Safe Harbor Rate (as defined below), then the distributions to such holder in excess of such Safe Harbor Rate will be deferred, will cumulate and will be paid, if and to the extent declared or authorized by the General Partner on behalf of the Partnership and subject, to the provisions of Section 5(b) hereof, on the earlier to occur of (i) the disposition of the Series B Preferred Units to which such deferred distributions relate in a transaction in which the disposing holder recognizes taxable gain thereon or (ii) the first distribution payment date with respect to the Series B Preferred Units following the second anniversary of the issuance of the Series B Preferred Units. For purposes of the foregoing, the “Safe Harbor Rate” shall equal 150% of the highest applicable federal rate, based on annual compounding, in effect for purposes of Section 1274(d) of the Code at any time between the date of the issuance of the Series B Preferred Units and the date on which the relevant distribution payment is made. Notwithstanding anything to the contrary contained herein, any distributions that are deferred under this Section 5(g) shall be deemed to have been paid in full for purposes of Sections 5(c) and (d) of this Schedule A until the end of the Distribution Period during which they are to be paid as provided above. (h) For any quarterly period, any amounts paid with respect to the Series B Preferred Units in excess of the amount that would have been paid with respect to such Units for such period had they been converted into Common Units in accordance with the terms of Section 7 of this Schedule A are intended to constitute guaranteed payments within the meaning of Section 707(c) of the Code and shall not be treated as distributions for purposes of allocating Net Income and Net Loss or otherwise maintaining Capital Accounts.

Distributions. (a1) With respect to each Distribution Period and subject to the rights The General Partner, as holder of the holders of Preferred Units ranking senior to or on parity with the then outstanding Series B O Preferred Units, the holders of Series B Preferred Units shall be entitled to receive, when, when and as and if declared by the General Partner out of any funds legally available therefor, cumulative Distributions at the rate of 8.375% of the liquidation preference per unit per year, payable quarterly in equal amounts of $5.23437 per unit in cash on the last calendar day of each March, June, September and December, or, if not a Business Day (as hereinafter defined), the next succeeding Business Day (each such day being hereinafter called a “Quarterly Distribution Date” and each period ending on a Quarterly Distribution Date being hereinafter called a “Distribution Period”), provided, however, that the first Distribution on the Series O Preferred Units will be paid on March 31, 2008. Distributions shall be payable to the General Partner, out of assets as holder of the Series O Preferred Units, at the close of business on the applicable record date (the “Record Date”), which shall be on such date designated by the Partnership legally available for the payment of distributions, quarterly cumulative cash distributions in an amount per Series B Preferred Unit equal Distributions that is not more than 30 nor less than 10 days prior to the greater of (i) $1.0625 and (ii) the such Quarterly Distribution Date. The amount of the regular quarterly cash distribution any Distribution payable for such any partial Distribution Period upon the number of Common Units (or portion thereof) into which such Series B Preferred Unit is then convertible in accordance with Section 7 of this Schedule A (but, with respect to any Distribution Period ending after the Fifteenth Anniversary Date, no amount shall be paid in respect of clause (ii) of this paragraph in respect of the portion of such Distribution Period occurring after the Fifteenth Anniversary Date). Notwithstanding anything to the contrary contained herein, the amount of distributions described under each of clause (i) and (ii) of this paragraph for the initial Distribution Period, or any other period shorter than a full Distribution Period, shall be prorated and computed on the basis of a 360-day year consisting of twelve 30-day months months. Distributions on each Series O Preferred Unit shall accrue and a 360-day year. The distributions upon be cumulative from and including the Series B Preferred Units for each Distribution Period shall, if and to the extent declared or authorized by the General Partner on behalf date of the Partnership, be paid in arrears (without interest or other amount) on the Distribution Payment Date with respect thereto, and, if not paid on such date, shall accumulate, original issue thereof whether or not (i) there are funds legally available for the payment thereof and whether of such Distributions or not (ii) such distributions Distributions are declared or authorized. The record date for distributions upon the Series B Preferred Units for any Distribution Period shall be the same as the record date for the distributions upon the Common Units for such Distribution Period (or, if no such record is set for the Common Units, the fifteenth day of the calendar month in which the applicable Distribution Payment Date falls). Accumulated and unpaid distributions for any past Distribution Periods to be declared and Distributions paid at any time, without reference to any Distribution Payment Date, to holders of record on such date, not exceeding 45 days preceding the payment date thereof, as may be fixed by the General Partner. Any distribution payment made upon the Series B Preferred Units shall first be credited against the earliest accumulated but unpaid distributions due with respect to such Units which remains payable. No interest, or sum of money in lieu of interest, shall be owing or payable in respect of any distribution payment or payments on the Series B O Preferred Units, whether or not Units in arrears, including, without limitation, any distribution payment that is deferred pursuant to Section 5(g) an amount less than the total amount of this Schedule A. (b) No distribution such Distributions at the time accrued and payable on the such Series B O Preferred Units shall be declared by the General Partner or paid or set apart for payment by the Partnership at allocated pro rata on a per-unit basis among all such time as the terms and provisions of any agreement of the Partnership, including any agreement relating to its indebtedness, prohibits such declaration, payment or setting apart for payment or provides that such declaration, payment or setting apart for payment would constitute a breach thereof, or a default thereunder, or if such declaration or payment shall be restricted or prohibited by law. Notwithstanding the foregoing, distributions on the Series B O Preferred Units shall accumulate whether or not any of at the foregoing restrictions exist. (c) time outstanding. Except as provided in Section 5(d) the last sentence of this Schedule Aparagraph, so long as any unless the full cumulative Distributions on the Series B O Preferred Units are outstanding, (i) no distributions (other than in Common Units or other Units ranking junior to the Series B Preferred Units as to payment of distributions and amounts upon liquidation, dissolution or winding-up of the Partnership) shall be declared or paid or set apart for payment upon the Common Units or any other class or series of partnership interests in the Partnership or Units ranking, as to payment of distributions or amounts distributable upon liquidation, dissolution or winding-up of the Partnership, on a parity with or junior to the Series B Preferred Units, for any period and (ii) no Common Units or other Units ranking junior to or on a parity with the Series B Preferred Units as to payment of distributions or amounts upon liquidation, dissolution or winding-up of the Partnership, shall be redeemed, purchased or otherwise acquired for any consideration (or any monies be paid to or made available for a sinking fund for the redemption of any such Units) by the Partnership (except by conversion into or exchange for other Units ranking junior to the Series B Preferred Units as to payment of distributions and amounts upon liquidation, dissolution or winding-up of the Partnership or by redemptions pursuant to Rights Agreements) unless, in the case of either clause (i) or (ii), full cumulative distributions have been or contemporaneously are declared and paid or declared and a sum sufficient for the payment thereof set apart for payment for all past Distribution Periods and the then current Distribution Period, no Distributions (other than Distributions payable solely in Common Units or other Fully Junior Units) shall be declared or paid or set aside for payment or other Distribution made upon the Common Units or any other Units ranking junior to or on a parity with the Series O Preferred Units as to Distributions or upon liquidation, nor shall any Common Units or any other Units ranking junior to or on a parity with the Series O Preferred Units as to Distributions or upon liquidation be redeemed, purchased or otherwise acquired for any consideration (or any moneys be paid to or made available for a sinking fund for the redemption of such payment Units) by the Partnership or any subsidiary of the Partnership (except for conversion into or exchange for such Units of the Partnership ranking junior to the Series O Preferred Units as to Distributions and upon liquidation). If accrued Distributions on the Series B O Preferred Units for all prior Distribution Periods ending have not been paid in full, then any Distribution declared on or prior to the distribution payment date Series O Preferred Units for the Common Units or such other class or any Distribution Period and on any series of Unit or the date of such redemption, purchase or other acquisition. (d) When distributions are not paid in full (or a sum sufficient for such full payment is not set apart for such payment) upon the Series B Preferred Units and any other partnership interests in at the Partnership or Units time outstanding ranking on a parity as to payment of distributions the Distributions with the Series B O Preferred Units, all distributions Units will be declared upon ratably in proportion to accrued and unpaid Distributions on the Series B O Preferred Units and any other partnership interests in such series of Preferred Units at the Partnership or Units time outstanding ranking on a parity as to payment of distributions Distributions with the Series B Preferred Units shall be declared pro rata so that the amount of distributions declared per Unit of Series B Preferred Units and such other partnership interests in the Partnership or Units shall in all cases bear to each other the same ratio that accrued distributions per Unit on the Series B Preferred Units and such other partnership interests in the Partnership or Units (which shall not include any accumulation in respect of unpaid distributions for prior distribution periods if such Units do not have cumulative distributions) bear to each other. (e) Holders of Series B Preferred Units shall not be entitled to any distributions, whether payable in cash, property or Units, in excess of the cumulative distributions described in Section 5(a) above. (f) Distributions with respect to the Series B Preferred Units are intended to qualify as permitted distributions of cash that are not treated as a disguised sale within the meaning of Treasury Regulation §1.707-4 and the provisions of this Schedule A shall be construed and applied consistently with such Treasury Regulations. (g) Notwithstanding anything to the contrary contained herein (but subject to the last sentence of Section 5(a) hereof), if the distributions with respect to the Series B Preferred Units made on or prior to the second anniversary of the issuance of the Series B Preferred Units would result in any holder of Series B Preferred Units receiving, an annual return on such holder’s “unreturned capital” (as defined for purposes of Treasury Regulation Section 1.707-4(a)) for a fiscal year (treating the fiscal year in which such second anniversary occurs as ending on such date) in excess of the Safe Harbor Rate (as defined below), then the distributions to such holder in excess of such Safe Harbor Rate will be deferred, will cumulate and will be paid, if and to the extent declared or authorized by the General Partner on behalf of the Partnership and subject, to the provisions of Section 5(b) hereof, on the earlier to occur of (i) the disposition of the Series B Preferred Units to which such deferred distributions relate in a transaction in which the disposing holder recognizes taxable gain thereon or (ii) the first distribution payment date with respect to the Series B Preferred Units following the second anniversary of the issuance of the Series B O Preferred Units. For purposes of the foregoing, the “Safe Harbor Rate” shall equal 150% of the highest applicable federal rate, based on annual compounding, in effect for purposes of Section 1274(d) of the Code at any time between the date of the issuance of the Series B Preferred Units and the date on which the relevant distribution payment is made. Notwithstanding anything to the contrary contained herein, any distributions that are deferred under this Section 5(g) shall be deemed to have been paid in full for purposes of Sections 5(c) and (d) of this Schedule A until the end of the Distribution Period during which they are to be paid as provided above. (h) For any quarterly period, any amounts paid with respect to the Series B Preferred Units in excess of the amount that would have been paid with respect to such Units for such period had they been converted into Common Units in accordance with the terms of Section 7 of this Schedule A are intended to constitute guaranteed payments within the meaning of Section 707(c) of the Code and shall not be treated as distributions for purposes of allocating Net Income and Net Loss or otherwise maintaining Capital Accounts.

Distributions. (ai) With respect to each Distribution Period and subject Subject to the rights of the holders of Preferred the Parity Units ranking senior as to or on parity with the Series B Preferred Unitspayments of distributions, the holders of Series B E Preferred Units shall will be entitled to receive, when, as and if declared by the General PartnerPartnership, out of assets acting through the Company as the sole general partner of the Partnership legally available for the payment of distributionsPartnership, quarterly cumulative preferential cash distributions in an amount at the rate per annum of 9.25% of the original Capital Contribution per Series B E Preferred Unit equal to Unit. Distributions shall be cumulative, shall accrue from the greater original date of issuance (the "Issue Date") and shall be payable (A) quarterly in arrears (such quarterly periods, for purposes of payment and accrual shall be the quarterly periods ending on the dates specified in this sentence and not calendar quarters), on the 1st day of March, June, September and December of each year, commencing on December 1, 1999 and (B) in the event of (i) $1.0625 and an exchange of Series E Preferred Units into shares of Series E Preferred Stock, or (ii) upon a redemption of Series E Preferred Units, on the amount of the regular quarterly cash distribution for such exchange date or redemption date (each a "Distribution Period upon the number of Common Units (or portion thereof) into which such Series B Preferred Unit is then convertible in accordance with Section 7 of this Schedule A (but, with respect to any Distribution Period ending after the Fifteenth Anniversary Payment Date, no amount shall be paid in respect of clause (ii) of this paragraph in respect of the portion of such Distribution Period occurring after the Fifteenth Anniversary Date"). Notwithstanding anything to the contrary contained herein, the The amount of distributions described under each of clause (i) and (ii) of this paragraph payable for the initial Distribution Period, or any other period shorter than a full Distribution Period, shall will be prorated and computed on the basis of a 360-day year of twelve 30-day months and for any period shorter than a 360-day yearfull quarterly period for which distributions are computed, the amount of the distribution payable will be computed based on the ratio of the actual number of days elapsed in such quarterly period to ninety (90) days. The If any date on which distributions upon are to be made on the Series B E Preferred Units for each Distribution Period shallis not a Business Day, if and to the extent declared or authorized by the General Partner on behalf then payment of the Partnership, distribution to be paid in arrears made on such date will be made on the next succeeding day that is a Business Day (and without any interest or other amount) on the Distribution Payment Date with respect thereto, and, if not paid on such date, shall accumulate, whether or not there are funds legally available for the payment thereof and whether or not such distributions are declared or authorized. The record date for distributions upon the Series B Preferred Units for any Distribution Period shall be the same as the record date for the distributions upon the Common Units for such Distribution Period (or, if no such record is set for the Common Units, the fifteenth day of the calendar month in which the applicable Distribution Payment Date falls). Accumulated and unpaid distributions for any past Distribution Periods to be declared and paid at any time, without reference to any Distribution Payment Date, to holders of record on such date, not exceeding 45 days preceding the payment date thereof, as may be fixed by the General Partner. Any distribution payment made upon the Series B Preferred Units shall first be credited against the earliest accumulated but unpaid distributions due with respect to such Units which remains payable. No interest, or sum of money in lieu of interest, shall be owing or payable in respect of any distribution such delay) except that, if such Business Day is in the next succeeding calendar year, such payment or payments shall be made on the immediately preceding Business Day, in each case with the same force and effect as if made on such date. Distributions on the Series B E Preferred UnitsUnits will be made to the holders of record of the Series E Preferred Units on the relevant record dates, whether or not in arrearswhich, includingunless otherwise provided by the Company with respect to any distribution, without limitation, any distribution payment that is deferred pursuant will be 15 Business Days prior to Section 5(g) of this Schedule A.the relevant Distribution Payment Date. (bii) No distribution distributions on the Series B E Preferred Units shall be declared by the General Partner or paid or set apart for payment by the Partnership at such time as the terms and provisions of any agreement of the Partnership, including any agreement relating to its indebtedness, prohibits such declaration, payment or setting apart for payment or provides that such declaration, payment or setting apart for payment would constitute a breach thereof, thereof or a default thereunder, or of if such declaration declaration, payment or setting apart for payment shall be restricted or prohibited by law. . (iii) Notwithstanding the foregoing, distributions on the Series B E Preferred Units shall accumulate will accrue whether or not the terms and provisions set forth in Section 2.C(ii) hereof at any time prohibit the current payment of distributions, whether or not the Company or Partnership has earnings, whether or not there are funds legally available for the payment of such distributions and whether or not such distributions are authorized. Accrued but unpaid distributions on the Series E Preferred Units will accumulate as of the foregoing restrictions existDistribution Payment Date on which they first become payable. Accumulated and unpaid distributions will not bear interest. (civ) Except as provided in Section 5(d) of this Schedule A, so So long as any Series B E Preferred Units are Unit is outstanding, (i) no distributions (other than in Common Units distribution of cash or other Units property shall be authorized, declared, paid or set apart for payment on or with respect to any class or series of Partnership Interests ranking junior to the Series B E Preferred Units as provided in this Section 2 (such Partnership Interests, collectively, "Junior Units"), nor shall any cash or other property be set aside for or applied to the purchase, redemption or other acquisition for consideration of any Series E Preferred Units, any Parity Units with respect to distributions or any Junior Units, unless, in each case, all distributions accumulated on all Series E Preferred Units and all classes and series of outstanding Parity Units as to payment of distributions and amounts upon liquidation, dissolution or winding-up of the Partnershiphave been paid in full. The foregoing sentence will not prohibit (i) shall be declared or paid or set apart for payment upon the Common Units or any other class or series of partnership interests distributions payable solely in the Partnership or Units ranking, as to payment of distributions or amounts distributable upon liquidation, dissolution or winding-up of the Partnership, on a parity with or junior to the Series B Preferred Junior Units, for any period and (ii) no Common the exchange of Junior Units or other Parity Units ranking junior to into Common Stock or on a parity Preferred Stock of the Company in accordance with the Series B Preferred exchange rights of such Junior Units as to payment of distributions or amounts upon liquidationParity Units, dissolution or winding-up of the Partnership, shall be redeemed, purchased or otherwise acquired for any consideration (or any monies be paid to or made available for a sinking fund for the redemption of any such Units) by the Partnership (except by conversion into or exchange for other Units ranking junior to the Series B Preferred Units as to payment of distributions and amounts upon liquidation, dissolution or winding-up of the Partnership or by redemptions pursuant to Rights Agreements) unless, in the case of either clause (i) or (ii), full cumulative distributions have been or contemporaneously are declared and paid or declared and a sum sufficient for iii) the payment thereof set apart for such payment on the Series B Preferred Units for all Distribution Periods ending on or prior to the distribution payment date for the Common Units or such other class or series of Unit or the date of such redemption, purchase or other acquisitionacquisition of Junior Units made for purposes of and in compliance with requirements of an employee incentive or benefit plan of the Company or any subsidiary of the Partnership or the Company. (dv) When So long as distributions are have not been paid in full (or a sum sufficient for such full payment is not so set apart for such payment) upon the Series B Preferred Units and any other partnership interests in the Partnership or Units ranking on a parity as to payment of distributions with the Series B E Preferred Units, all distributions authorized and declared upon on the Series B E Preferred Units and any other partnership interests in the Partnership all classes or Units ranking on a parity as to payment series of distributions with the Series B Preferred outstanding Parity Units shall be authorized and declared pro rata so that the amount of distributions authorized and declared per Unit share of Series B E Preferred Units and such other partnership interests in the Partnership classes or series of Parity Units shall in all cases bear to each other the same ratio that accrued distributions per Unit share on the Series B E Preferred Units and such other partnership interests in the Partnership classes or series of Parity Units (which shall not include any accumulation in respect of unpaid distributions for prior distribution periods if such class or series of Parity Units do not have cumulative distributionsdistribution rights) bear to each other. (evi) Holders of Series B E Preferred Units shall not be entitled to any distributions, whether payable in cash, other property or Unitsotherwise, in excess of the full cumulative distributions described in Section 5(a) aboveherein. (f) Distributions with respect to the Series B Preferred Units are intended to qualify as permitted distributions of cash that are not treated as a disguised sale within the meaning of Treasury Regulation §1.707-4 and the provisions of this Schedule A shall be construed and applied consistently with such Treasury Regulations. (g) Notwithstanding anything to the contrary contained herein (but subject to the last sentence of Section 5(a) hereof), if the distributions with respect to the Series B Preferred Units made on or prior to the second anniversary of the issuance of the Series B Preferred Units would result in any holder of Series B Preferred Units receiving, an annual return on such holder’s “unreturned capital” (as defined for purposes of Treasury Regulation Section 1.707-4(a)) for a fiscal year (treating the fiscal year in which such second anniversary occurs as ending on such date) in excess of the Safe Harbor Rate (as defined below), then the distributions to such holder in excess of such Safe Harbor Rate will be deferred, will cumulate and will be paid, if and to the extent declared or authorized by the General Partner on behalf of the Partnership and subject, to the provisions of Section 5(b) hereof, on the earlier to occur of (i) the disposition of the Series B Preferred Units to which such deferred distributions relate in a transaction in which the disposing holder recognizes taxable gain thereon or (ii) the first distribution payment date with respect to the Series B Preferred Units following the second anniversary of the issuance of the Series B Preferred Units. For purposes of the foregoing, the “Safe Harbor Rate” shall equal 150% of the highest applicable federal rate, based on annual compounding, in effect for purposes of Section 1274(d) of the Code at any time between the date of the issuance of the Series B Preferred Units and the date on which the relevant distribution payment is made. Notwithstanding anything to the contrary contained herein, any distributions that are deferred under this Section 5(g) shall be deemed to have been paid in full for purposes of Sections 5(c) and (d) of this Schedule A until the end of the Distribution Period during which they are to be paid as provided above. (h) For any quarterly period, any amounts paid with respect to the Series B Preferred Units in excess of the amount that would have been paid with respect to such Units for such period had they been converted into Common Units in accordance with the terms of Section 7 of this Schedule A are intended to constitute guaranteed payments within the meaning of Section 707(c) of the Code and shall not be treated as distributions for purposes of allocating Net Income and Net Loss or otherwise maintaining Capital Accounts.

Distributions. (a) With respect to each Distribution Period and subject to the rights of the holders of Preferred Units ranking senior to or on parity with the Series B F Preferred Units, the holders of Series B F Preferred Units shall be entitled to receive, when, as and if declared by the General Partner, out of assets of the Partnership legally available for the payment of the distributions, quarterly cumulative cash distributions in an amount per Series B F Preferred Unit equal to the greater of (i) $1.0625 and (ii) the amount of the regular quarterly cash distribution for such Distribution Period upon the number of Common Units (or portion thereof) into which such Series B Preferred Unit is then convertible in accordance with Section 7 of this Schedule A (but, with respect to any Distribution Period ending after the Fifteenth Anniversary Date, no amount shall be paid in respect of clause (ii) of this paragraph in respect of the portion of such Distribution Period occurring after the Fifteenth Anniversary Date)25. Notwithstanding anything to the contrary contained herein, the amount of distributions described under each of clause (i) and (ii) of this paragraph for the initial Distribution Period, or any other period shorter than a full Distribution Period, shall be prorated and computed based on the basis actual number of twelve 30-day months and days in such Distribution Period relative to the actual number of days in the calendar quarter of which the Distribution Period is a 360-day yearpart. Such distributions shall, with respect to each Series F Preferred Unit, accrue from its issue date, whether or not in, or with respect to, any Distribution Period or Periods (A) the distributions described above are declared, (B) the Partnership is contractually prohibited from paying such distributions or (C) there shall be assets of the Partnership legally available for the payment of such distributions. The distributions upon the Series B F Preferred Units for each Distribution Period shall, if and to the extent declared or authorized by the General Partner on behalf of the Partnership, be paid in arrears (without interest or other amount) on the Distribution Payment Date with respect thereto, and, if not paid on such date, shall accumulate, whether or not in, or with respect to, any Distribution Period or Periods (X) the distributions are declared, (Y) the Partnership is contractually prohibited from paying such distributions or (Z) there are funds shall be assets of the Partnership legally available for the payment thereof and whether or not of such distributions are declared or authorized(and shall not constitute accumulated distributions prior to such date). The record date for distributions upon the Series B F Preferred Units for any Distribution Period shall be the same as the record date for the distributions upon the Common Units for such Distribution Period (or, if no such record date is set for the Common Units, the fifteenth day of the calendar month in which the applicable Distribution Payment Date fallsfalls if prior to such Distribution Payment Date; otherwise, the fifteenth day of the immediately preceding calendar month). Accumulated and unpaid distributions for any past Distribution Periods to may be declared and paid at any time, without reference to any Distribution Payment Date, to holders of record on such date, not exceeding 45 days preceding the payment date thereof, as may be fixed by the General Partner. Any distribution payment made upon the Series B F Preferred Units shall first be credited against the earliest accumulated accrued but unpaid distributions due with respect to such Units which remains payable. No interest, or sum of money in lieu of interest, shall be owing or payable in respect of any distribution payment or payments on the Series B F Preferred Units, whether or not in arrears, including, without limitation, any distribution payment that is deferred pursuant to Section 5(g) of this Schedule A. (b) No distribution on the Series B Preferred Units shall be declared by the General Partner or paid or set apart for payment by the Partnership at such time as the terms and provisions of any agreement of the Partnership, including any agreement relating to its indebtedness, prohibits such declaration, payment or setting apart for payment or provides that such declaration, payment or setting apart for payment would constitute a breach thereof, or a default thereunder, or if such declaration or payment shall be restricted or prohibited by law. Notwithstanding the foregoing, distributions on the Series B Preferred Units shall accumulate whether or not any of the foregoing restrictions exist. (c) Except as provided in Section 5(d) of this Schedule A, so long as any Series B Preferred Units are outstanding, (i) no distributions (other than in Common Units or other Units ranking junior to the Series B Preferred Units as to payment of distributions and amounts upon liquidation, dissolution or winding-up of the Partnership) shall be declared or paid or set apart for payment upon the Common Units or any other class or series of partnership interests in the Partnership or Units ranking, as to payment of distributions or amounts distributable upon liquidation, dissolution or winding-up of the Partnership, on a parity with or junior to the Series B Preferred Units, for any period and (ii) no Common Units or other Units ranking junior to or on a parity with the Series B Preferred Units as to payment of distributions or amounts upon liquidation, dissolution or winding-up of the Partnership, shall be redeemed, purchased or otherwise acquired for any consideration (or any monies be paid to or made available for a sinking fund for the redemption of any such Units) by the Partnership (except by conversion into or exchange for other Units ranking junior to the Series B Preferred Units as to payment of distributions and amounts upon liquidation, dissolution or winding-up of the Partnership or by redemptions pursuant to Rights Agreements) unless, in the case of either clause (i) or (ii), full cumulative distributions have been or contemporaneously are declared and paid or declared and a sum sufficient for the payment thereof set apart for such payment on the Series B Preferred Units for all Distribution Periods ending on or prior to the distribution payment date for the Common Units or such other class or series of Unit or the date of such redemption, purchase or other acquisition. (d) When distributions are not paid in full (or a sum sufficient for such full payment is not set apart for such payment) upon the Series B Preferred Units and any other partnership interests in the Partnership or Units ranking on a parity as to payment of distributions with the Series B Preferred Units, all distributions declared upon the Series B Preferred Units and any other partnership interests in the Partnership or Units ranking on a parity as to payment of distributions with the Series B Preferred Units shall be declared pro rata so that the amount of distributions declared per Unit of Series B Preferred Units and such other partnership interests in the Partnership or Units shall in all cases bear to each other the same ratio that accrued distributions per Unit on the Series B Preferred Units and such other partnership interests in the Partnership or Units (which shall not include any accumulation in respect of unpaid distributions for prior distribution periods if such Units do not have cumulative distributions) bear to each other. (e) Holders of Series B Preferred Units shall not be entitled to any distributions, whether payable in cash, property or Units, in excess of the cumulative distributions described in Section 5(a) above. (f) Distributions with respect to the Series B Preferred Units are intended to qualify as permitted distributions of cash that are not treated as a disguised sale within the meaning of Treasury Regulation §1.707-4 and the provisions of this Schedule A shall be construed and applied consistently with such Treasury Regulations. (g) Notwithstanding anything to the contrary contained herein (but subject to the last sentence of Section 5(a) hereof), if the distributions with respect to the Series B Preferred Units made on or prior to the second anniversary of the issuance of the Series B Preferred Units would result in any holder of Series B Preferred Units receiving, an annual return on such holder’s “unreturned capital” (as defined for purposes of Treasury Regulation Section 1.707-4(a)) for a fiscal year (treating the fiscal year in which such second anniversary occurs as ending on such date) in excess of the Safe Harbor Rate (as defined below), then the distributions to such holder in excess of such Safe Harbor Rate will be deferred, will cumulate and will be paid, if and to the extent declared or authorized by the General Partner on behalf of the Partnership and subject, to the provisions of Section 5(b) hereof, on the earlier to occur of (i) the disposition of the Series B Preferred Units to which such deferred distributions relate in a transaction in which the disposing holder recognizes taxable gain thereon or (ii) the first distribution payment date with respect to the Series B Preferred Units following the second anniversary of the issuance of the Series B Preferred Units. For purposes of the foregoing, the “Safe Harbor Rate” shall equal 150% of the highest applicable federal rate, based on annual compounding, in effect for purposes of Section 1274(d) of the Code at any time between the date of the issuance of the Series B Preferred Units and the date on which the relevant distribution payment is made. Notwithstanding anything to the contrary contained herein, any distributions that are deferred under this Section 5(g) shall be deemed to have been paid in full for purposes of Sections 5(c) and (d) of this Schedule A until the end of the Distribution Period during which they are to be paid as provided above. (h) For any quarterly period, any amounts paid with respect to the Series B Preferred Units in excess of the amount that would have been paid with respect to such Units for such period had they been converted into Common Units in accordance with the terms of Section 7 of this Schedule A are intended to constitute guaranteed payments within the meaning of Section 707(c) of the Code and shall not be treated as distributions for purposes of allocating Net Income and Net Loss or otherwise maintaining Capital Accounts.

Distributions. ‌ (ai) With respect to each Distribution Period and subject to the rights of the holders of Series A Preferred Units ranking senior to or on parity with the Series B Preferred Units, the holders of Series B Preferred Units Unitholders shall be entitled to receivereceive distributions on each Series A Distribution Payment Date in an amount equal to the applicable Series A Distribution Amount (each such distribution, whena “Series A Distribution”), as and if declared by the General Partner, which Series A Distributions shall be payable out of any assets of the Partnership legally available for the payment of distributionsdistributions when, quarterly cumulative cash distributions in an amount per Series B Preferred Unit equal to the greater of (i) $1.0625 as, and (ii) the amount of the regular quarterly cash distribution for such Distribution Period upon the number of Common Units (or portion thereof) into which such Series B Preferred Unit is then convertible in accordance with Section 7 of this Schedule A (but, with respect to any Distribution Period ending after the Fifteenth Anniversary Date, no amount shall be paid in respect of clause (ii) of this paragraph in respect of the portion of such Distribution Period occurring after the Fifteenth Anniversary Date). Notwithstanding anything to the contrary contained herein, the amount of distributions described under each of clause (i) and (ii) of this paragraph for the initial Distribution Period, or any other period shorter than a full Distribution Period, shall be prorated and computed on the basis of twelve 30-day months and a 360-day year. The distributions upon the Series B Preferred Units for each Distribution Period shall, if and to the extent declared or authorized by the General Partner on behalf of the Partnership, be paid in arrears (without interest or other amount) on the Distribution Payment Date with respect thereto, and, if not paid on such date, shall accumulate, whether or not there are funds legally available for the payment thereof and whether or not such distributions are declared or authorized. The record date for distributions upon the Series B Preferred Units for any Distribution Period shall be the same as the record date for the distributions upon the Common Units for such Distribution Period (or, if no such record is set for the Common Units, the fifteenth day of the calendar month in which the applicable Distribution Payment Date falls). Accumulated and unpaid distributions for any past Distribution Periods to be declared and paid at any time, without reference to any Distribution Payment Date, to holders of record on such date, not exceeding 45 days preceding the payment date thereof, as may be fixed by the General Partner. Any distribution payment made upon Series A Distributions shall be cumulative from and including the Series B A Original Issue Date (or, for any Series A Preferred Units issued‌ subsequent to the initial Series A Distribution Payment Date, from and including the Series A Distribution Payment Date immediately preceding the issue date of such Series A Preferred Units) until such time as the Partnership pays the applicable Series A Distribution or the applicable Series A Preferred Units are redeemed or converted in accordance with this Section 5.12, whether or not such Series A Distributions shall have been declared. Subject to Section 5.12(d)(iii), at any time prior to (x) an Investment Grade Rating Event or (y) the Common Units are no longer listed for trading or quotation on a National Securities Exchange, in the sole discretion of the General Partner, all or any portion of the Series A Distribution Amount may be paid in Series A PIK Units, with the remainder of the Series A Distribution Amount to be paid in cash. Subject to Section 5.12(d)(iii), if the General Partner elects to pay all or any portion of the Series A Distribution Amount in Series A PIK Units (any amount of such Series A Distribution Amount so paid in Series A PIK Units, the “Series A PIK Distribution Amount”), the number of Series A PIK Units to be issued in connection with such Series A Distribution shall equal the quotient of (A) the Series A PIK Distribution Amount divided by (B) the Stated Series A Liquidation Preference; provided that instead of issuing any fractional Series A PIK Unit, the Partnership shall round the number of Series A PIK Units issued to each Series A Preferred Unitholder down to the nearest whole Series A PIK Unit and pay cash in lieu of any resulting fractional Series A PIK Unit (with such amount equal to the applicable portion of the Series A PIK Distribution Amount). Unless otherwise expressly provided, references in this Agreement to Series A Preferred Units shall first be credited against the earliest accumulated but unpaid distributions due with respect to include all Outstanding Series A PIK Units as of any date of such Units which remains payabledetermination. No interestIf any Series A Distribution Payment Date otherwise would occur on a date that is not a Business Day, or sum of money in lieu of interest, declared Series A Distributions shall be owing paid on the immediately succeeding Business Day without the accumulation of additional distributions. In no event shall payments to OTA of Series A Distributions or other amounts payable in respect of Series A Preferred Units include any distribution payment or payments on the Series B Preferred Units, whether or not in arrears, including, without limitation, any distribution payment that is deferred pursuant to Section 5(g) of this Schedule A.OTA Available Cash. (bii) No distribution Not later than 5:00 p.m., New York City time, on each Series A Distribution Payment Date, the Partnership shall pay those Series B Preferred Units A Distributions, if any, that shall be have been declared by the General Partner or paid or set apart to Series A Preferred Unitholders on the Record Date for payment the applicable Series A Distribution. With respect to any Series A Distribution that is paid, in any part, in Series A PIK Units, promptly upon the request of any Series A Preferred Unitholder on the Record Date for such Series A Distribution, the Partnership shall deliver to such Series A Preferred Unitholder evidence of issuance of such Series A PIK Units credited to book-entry accounts maintained by the Partnership at such time as Transfer Agent. The Record Date (the terms and provisions “Series A Distribution Record Date”) for the payment of any agreement Series A Distributions shall be as of the Partnershipclose of business on the last Business Day of the calendar month immediately prior to the applicable Series A Distribution Payment Date, including any agreement relating subject to its indebtednessSection 5.12(d)(iv); provided, prohibits that, in the case of distributions pursuant to Section 5.12(d)(vi) or payments of Series A Distributions in Arrears, the Series A Distribution Record Date with respect to such declaration, payment or setting apart for payment or provides that such declaration, payment or setting apart for payment would constitute a breach thereof, or a default thereunder, or if such declaration or payment Series A Distribution Payment Date shall be restricted or prohibited such date as may be designated by lawthe General Partner in accordance with this Section 5.12. Notwithstanding the foregoing, distributions on the Series B Preferred Units shall accumulate whether or not any of the foregoing restrictions exist. (c) Except as provided in Section 5(d) of this Schedule A, so So long as any Series B A Preferred Units are outstandingOutstanding, (i) no distributions (other than in Common Units or other Units ranking junior to the Series B Preferred Units as to payment of distributions and amounts upon liquidation, dissolution or winding-up of the Partnership) distribution shall be declared or paid or set apart aside for payment upon the Common Units or on any Junior Securities (other class or series of partnership interests than a distribution payable solely in the Partnership or Units ranking, as to payment of distributions or amounts distributable upon liquidation, dissolution or winding-up of the Partnership, on a parity with or junior to the Series B Preferred Units, for any period and (iiJunior Securities) no Common Units or other Units ranking junior to or on a parity with the Series B Preferred Units as to payment of distributions or amounts upon liquidation, dissolution or winding-up of the Partnership, shall be redeemed, purchased or otherwise acquired for any consideration (or any monies be paid to or made available for a sinking fund for the redemption of any such Units) by the Partnership (except by conversion into or exchange for other Units ranking junior to the Series B Preferred Units as to payment of distributions and amounts upon liquidation, dissolution or winding-up of the Partnership or by redemptions pursuant to Rights Agreements) unless, in the case of either clause (i) or (ii), unless full cumulative distributions Series A Distributions have been or contemporaneously are declared and being paid or declared and a sum sufficient set aside for the payment thereof set apart for such payment on the all Outstanding Series B A Preferred Units for all (and distributions on any other Parity Securities) through the most recent respective Series A Distribution Periods ending on or prior to the Payment Date (and distribution payment date for with respect to such Parity Securities, if any). Accumulated Series A Distributions in Arrears may be declared by the Common Units General Partner and paid on any date fixed by the General Partner, whether or such other class or series of Unit or not a Series A Distribution Payment Date, to Series A Preferred Unitholders on the date of such redemption, purchase or other acquisition. (d) When distributions are not paid in full (or a sum sufficient for such full payment is not set apart Record Date for such payment) upon , which may not be less than 10 days before such payment date. Subject to the next succeeding sentence, if all accumulated Series B A Distributions in Arrears on all Outstanding Series A Preferred Units and any other partnership interests in Parity Securities shall not have been declared and paid, or if sufficient funds for the Partnership or Units ranking on a parity as to payment thereof shall not have been set aside, payment of accumulated distributions in Arrears on the Series A Preferred Units and any such Parity Securities shall be made in order of their respective distribution payment dates, commencing with the Series B Preferred Units, earliest. If less than all distributions declared upon the payable with respect to all Series B A Preferred Units and any other partnership interests in the Partnership or Units ranking on a parity as Parity Securities are paid, any partial payment shall be made Pro‌ Rata with respect to payment of distributions with the Series B A Preferred Units shall be declared pro rata so that and any such other Parity Securities entitled to a distribution payment at such time in proportion to the amount aggregate distribution amounts remaining due in respect of distributions declared per Unit of such Series B A Preferred Units and such other partnership interests in the Partnership or Units shall in all cases bear Parity Securities at such time. Subject to each other the same ratio that accrued distributions per Unit on the Section 12.4, Section 5.12(l) and Section 5.12(f), Series B A Preferred Units and such other partnership interests in the Partnership or Units (which shall not include any accumulation in respect of unpaid distributions for prior distribution periods if such Units do not have cumulative distributions) bear to each other. (e) Holders of Series B Preferred Units Unitholders shall not be entitled to any distributionsdistribution, whether payable in cash, property or UnitsPartnership Securities, in excess of full cumulative Series A Distributions. Except insofar as distributions accrue on the cumulative distributions amount of any accumulated and unpaid Series A Distributions as described in Section 5(a5.12(d)(i) aboveand Section 5.12(d)(iii), no interest or sum of money in lieu of interest shall be payable in respect of any distribution payment which may be in Arrears on the Series A Preferred Units. (fiii) Distributions with respect A. If the Partnership fails to pay in full the Series A Distribution Amount for the Series A Preferred Units in cash or, to the Series B Preferred Units are intended extent permitted pursuant to qualify as permitted distributions of cash that are not treated as a disguised sale within the meaning of Treasury Regulation §1.707-4 and the provisions of this Schedule A shall be construed and applied consistently with such Treasury Regulations. (g) Notwithstanding anything to the contrary contained herein (but Section 5.12(d)(i), subject to the last sentence of Section 5(a) hereof)5.12(d)(iii)B, if the distributions with respect to the Series B Preferred A PIK Units made on or prior to the second anniversary of the issuance of the Series B Preferred Units would result in any holder of Series B Preferred Units receiving, an annual return on such holder’s “unreturned capital” (as defined for purposes of Treasury Regulation Section 1.707-4(a)) for a fiscal year period of three consecutive Series A Distribution Periods (treating the fiscal year in which such second anniversary occurs as ending on such date) in excess of the Safe Harbor Rate (as defined belowa “Series A Trigger Event”), then from and after such Series A Trigger Event and continuing until such failure is cured by payment in full of cash on all such arrearages:‌‌ I. the distributions Outstanding Series A Preferred Units shall be convertible by each Series A Preferred Unitholder at its option, in whole or in part, not more than once per Quarter, into Common Units at the Series A Conversion II. To convert Series A Preferred Units into Common Units pursuant to such holder in excess of such Safe Harbor Rate will be deferredSection 5.12(d)(iii)(A)(I), will cumulate and will be paidthe Series A Converting Unitholder shall deliver written notice (the “Series A Trigger Event Conversion Notice” and, if and the date any Series A Trigger Event Conversion Notice is received by the Partnership, the “Series A Trigger Event Conversion Notice Date”) to the extent declared Partnership stating that such Series A Converting Unitholder elects to so convert Series A Preferred Units and shall state or authorized by include therein the General Partner on behalf of the Partnership and subject, to the provisions of Section 5(b) hereof, on the earlier to occur of following: (ia) the disposition number of the Series B A Preferred Units to which such deferred distributions relate in be converted; and (b) if a transaction in which Certificate has been issued evidencing the disposing holder recognizes taxable gain thereon or (iiSeries A Preferred Units being converted, the duly endorsed Certificate(s) evidencing the first distribution payment date with respect Series A Preferred; III. If a Series A Trigger Event Conversion Notice is delivered by a Series A Preferred Unitholder to the Series B Preferred Units following the second anniversary of the issuance of the Series B Preferred Units. For purposes of the foregoing, the “Safe Harbor Rate” shall equal 150% of the highest applicable federal rate, based on annual compounding, Partnership in effect for purposes of Section 1274(d) of the Code at any time between the date of the issuance of the Series B Preferred Units and the date on which the relevant distribution payment is made. Notwithstanding anything to the contrary contained herein, any distributions that are deferred under this Section 5(g) shall be deemed to have been paid in full for purposes of Sections 5(c) and (d) of this Schedule A until the end of the Distribution Period during which they are to be paid as provided above. (h) For any quarterly period, any amounts paid with respect to the Series B Preferred Units in excess of the amount that would have been paid with respect to such Units for such period had they been converted into Common Units in accordance with the terms of Section 7 of this Schedule A are intended to constitute guaranteed payments within the meaning of Section 707(c) of the Code and shall not be treated as distributions for purposes of allocating Net Income and Net Loss or otherwise maintaining Capital Accounts.accordance