it being understood) that:
(A)
THE ISSUER WILL NOT BE OBLIGATED TO ISSUE
(OR USE COMMERCIALLY REASONABLE EFFORTS TO ISSUE) ANY SUCH APM QUALIFYING
SECURITIES FOR SO LONG AS A MARKET DISRUPTION EVENT HAS OCCURRED AND IS
CONTINUING;
(B)
IF, DUE TO A MARKET DISRUPTION EVENT OR
OTHERWISE, THE ISSUER IS ABLE TO RAISE AND APPLY SOME, BUT NOT ALL, OF THE
ELIGIBLE PROCEEDS NECESSARY TO PAY ALL DEFERRED DISTRIBUTIONS ON ANY
DISTRIBUTION DATE, THE ISSUER WILL APPLY ANY AVAILABLE ELIGIBLE PROCEEDS TO PAY
ACCRUED AND UNPAID DISTRIBUTIONS ON THE APPLICABLE DISTRIBUTION DATE IN
CHRONOLOGICAL ORDER SUBJECT TO THE COMMON CAP AND PREFERRED CAP, AS APPLICABLE;
AND
(C)
IF THE ISSUER HAS OUTSTANDING MORE THAN ONE
CLASS OR SERIES OF SECURITIES UNDER WHICH IT IS OBLIGATED TO SELL A TYPE OF ANY
SUCH APM QUALIFYING SECURITIES AND APPLIES SOME PART OF THE PROCEEDS TO THE
PAYMENT OF DEFERRED DISTRIBUTIONS, THEN ON ANY DATE AND FOR ANY PERIOD THE
AMOUNT OF NET PROCEEDS RECEIVED BY THE ISSUER FROM THOSE SALES AND AVAILABLE FOR
PAYMENT OF DEFERRED DISTRIBUTIONS ON SUCH SECURITIES SHALL BE APPLIED TO SUCH
SECURITIES ON A PRO RATA BASIS UP TO THE COMMON CAP AND THE PREFERRED CAP, AS
APPLICABLE, IN PROPORTION TO THE TOTAL AMOUNTS THAT ARE DUE ON SUCH SECURITIES.
No remedy other than Permitted Remedies will arise by the terms of such
securities or related transaction agreements in favor of the holders of such
securities as a result of the issuer's failure to pay Distributions because of
the Mandatory Trigger Provision or as a result of the issuer's exercise of its
rights under an Optional Deferral Provision until Distributions have been
deferred for one or more Distribution Periods that total together at least ten
years.
"Market Disruption Event" means the occurrence or existence of any of the
following events or sets of circumstances:
(A)
THE PARTNERSHIP WOULD BE REQUIRED TO OBTAIN
THE CONSENT OR APPROVAL OF ITS UNITHOLDERS OR A REGULATORY BODY (INCLUDING,
WITHOUT LIMITATION, ANY SECURITIES EXCHANGE) OR GOVERNMENTAL AUTHORITY TO ISSUE
OR SELL APM QUALIFYING SECURITIES AND SUCH CONSENT OR APPROVAL HAS NOT YET BEEN
OBTAINED NOTWITHSTANDING THE PARTNERSHIP'S COMMERCIALLY REASONABLE EFFORTS TO
OBTAIN SUCH CONSENT OR APPROVAL, OR A REGULATORY AUTHORITY INSTRUCTS THE
PARTNERSHIP NOT TO SELL OR OFFER FOR SALE APM QUALIFYING SECURITIES AT SUCH
TIME;
(B)
TRADING IN SECURITIES GENERALLY (OR IN THE
PARTNERSHIP'S COMMON UNITS OR ANY PREFERRED UNITS OF THE PARTNERSHIP) ON THE NEW
YORK STOCK EXCHANGE OR ANY OTHER NATIONAL SECURITIES EXCHANGE OR
OVER-THE-COUNTER MARKET ON WHICH THE COMMON UNITS AND/OR THE PARTNERSHIP'S
PREFERRED UNITS ARE THEN LISTED OR TRADED SHALL HAVE BEEN SUSPENDED OR THE
SETTLEMENT OF SUCH TRADING GENERALLY SHALL HAVE BEEN MATERIALLY DISRUPTED OR
MINIMUM PRICES SHALL HAVE BEEN ESTABLISHED ON ANY SUCH EXCHANGE OR MARKET BY THE
COMMISSION, BY THE RELEVANT EXCHANGE OR BY ANY OTHER REGULATORY BODY OR
GOVERNMENTAL BODY HAVING JURISDICTION, AND THE ESTABLISHMENT OF SUCH MINIMUM
PRICES MATERIALLY DISRUPTS OR OTHERWISE HAS A MATERIAL ADVERSE EFFECT ON TRADING
IN, OR THE