definiens: means any Units and other equity securities or Derivative Securities having rights, preferences or priority as to distributions senior to or on parity with the Units, other than ( a ) equity issuable uponconversion of ( i ) any securities that are exercisable or exchangeable for, or convertible into, equity securities of theCompany where such securities are issued or delivered to any lender to the Company or any of its subsidiaries or toany purchaser of any debt security issued by the Company or any of its subsidiaries, in each case in connection withthe incurrence of, or any amendment or waiver in connection with, the indebtedness to such lender or represented bysuch debt security, as the case may be, or ( ii ) any Derivative Securities, convertible or exchangeable notes and otherconvertible, exchangeable or derivative debt instrument that are issued in compliance with this Agreement;(b ) securities issued as a dividend or upon any split or other subdivision, recapitalization or combination of equity;(c ) any equity securities or Derivative Securities issued to the Company or any of its subsidiaries ; ( d ) any equitysecurities or Derivative Securities issued in connection with a Conveyance Triggering Event ; or ( e ) any equitysecurities or Derivative Securities issued in connection with any Company employee or management incentiveprogram