Common use of GENERAL PROVISIONS REGARDING PARTNERSHIP PREFERRED SECURITIES Clause in Contracts

GENERAL PROVISIONS REGARDING PARTNERSHIP PREFERRED SECURITIES. (a) There is hereby authorized for issuance and sale Partnership Preferred Securities having an aggregate liquidation preference not greater than $___________ and having the designation, annual distribution rate, liquidation preference, redemption terms, and other powers, preferences and special rights and limitations set forth in this Article VI. (b) The payment of Distributions (including payments of distributions by the Partnership in liquidation or on redemption in respect of Partnership Preferred Securities) shall be guaranteed by the Company pursuant to and to the extent set forth in the Partnership Guarantee. The Partnership Preferred Security Holders hereby authorize the General Partner to hold the Guarantee on behalf of the Partnership Preferred Security Holders. In the event of an appointment of a Special Representative pursuant to Section 6.2(i), among other things, to enforce the Partnership Guarantee, the Special Representative may take possession of the Partnership Guarantee for such purpose. If no Special Representative has been appointed to enforce the Partnership Guarantee, the General Partner has the right to enforce the Partnership Guarantee on behalf of the Partnership Preferred Security Holders. The Partnership Preferred Security Holders, by acceptance of such Partnership Preferred Securities, acknowledge and agree to the subordination provisions in, and other terms of, the Partnership Guarantee. (c) The Partnership may not issue any interests in the Partnership other than the Partnership Preferred Securities and the General Partner Interest, provided that the Partnership may accept consideration for additional capital contributions from the General Partner with respect to the General Partner Interest. All Partnership Preferred Securities shall rank senior to all other Interests in the Partnership in respect of the right to receive Distributions. All Partnership Preferred Securities redeemed, purchased or otherwise acquired by the Partnership shall be canceled. The Part- nership Preferred Securities will be issued in registered form only. (d) No Holder shall be entitled as a matter of right to subscribe for or purchase, or have any preemptive right with respect to, any part of any new or additional limited partnership interests, or of securities convertible into any Partnership Preferred Securities or other limited partnership interests, whether now or hereafter authorized and whether issued for cash or other consideration or by way of a distribution. (e) Any of the Partnership Preferred Securities that are owned by the Company or by any entity directly or indirectly controlled by, or under direct or indirect common control with, the Company, shall not be entitled to vote or consent with respect to any Partnership Preferred Security owned by it, and shall, for purposes of such vote or consent, be treated as if they were not outstanding except for Partnership Preferred Securities purchased or acquired by the Company or its affiliates in connection with transactions effected by or for the account of customers of the Company or any of its subsidiaries or in connection with the distribution or trading of such Partnership Preferred Securities; provided, however, that persons (other than affiliates of the Company) to whom the Company or any of its subsidiaries have pledged Partnership Preferred Securities may vote or consent with respect to such pledged Partnership Preferred Securities under any of the circumstances described in Section 6.2.

GENERAL PROVISIONS REGARDING PARTNERSHIP PREFERRED SECURITIES. (a) There is hereby authorized for issuance and sale Partnership Preferred Securities having an aggregate liquidation preference not greater than $___________ [ ] and having the designation, annual distribution rate, liquidation preference, redemption terms, conversion and exchange rights and other powers, preferences and special rights and limitations set forth in this Article VI. The aggregate liquidation preference of Partnership Preferred Securities authorized hereunder shall be reduced 30 days after the first Closing Date to the amount purchased by the Underwriters. (b) The payment of Distributions distributions (including payments of distributions by the Partnership Citizens Capital in liquidation or on redemption in respect of Partnership Preferred Securities) Securities shall be guaranteed by the Company pursuant to and to the extent set forth in the Partnership Guarantee. The Partnership Preferred Security Holders hereby authorize the General Partner to hold the Guarantee on behalf of the Partnership Preferred Security HoldersAgreement. In the event of an appointment of a Special Representative pursuant to Section 6.2(i6.2(h), among other things, to enforce the Partnership GuaranteeGuarantee Agreement, the Special Representative may take possession of the Partnership Guarantee Agreement for such purpose. If no Special Representative has been appointed to enforce the Partnership Guarantee, the General Partner has the right to enforce the Partnership Guarantee on behalf of the Partnership Preferred Security Holders. The Partnership Preferred Security Holders, by acceptance of such Partnership Preferred Securities, acknowledge and agree to the subordination provisions in, and other terms of, the Partnership GuaranteeGuarantee Agreement. (c) The proceeds received by Citizens Capital from the issuance of Partnership Preferred Securities, together with the proceeds of the capital contributed by the General Partner pursuant to Section 3.1(a) of this Agreement, but less any amounts deposited by the General Partner in the Eligible Investment Account pursuant to Section 3.6(a), shall be invested by Citizens Capital in Convertible Debentures with (i) an aggregate principal amount equal to such aggregate proceeds (less accrued interest, if any) and (ii) an interest rate at least equal to the distribution rate of the Partnership Preferred Securities. (d) Citizens Capital may not issue any other interests in Citizens Capital, without the Partnership other approval of the Holders of not less than 66-2/3% in Liquidation Preference of the Partnership Preferred Securities and the General Partner InterestSecurities; provided, provided however, that the Partnership Citizens Capital may accept consideration for additional capital contributions from the General Partner with respect issue a general partnership security to the General Partner InterestSpecial Representative. All Partnership Preferred Securities shall rank senior to all other Interests in the Partnership Citizens Capital in respect of the right to receive DistributionsDistributions or other distributions and the right to receive payments out of the assets of Citizens Capital upon voluntary or involuntary liquidation, dissolution, winding-up or termination of Citizens Capital. All Partnership Preferred Securities redeemed, purchased or otherwise acquired by the Citizens Capital (including Partnership Preferred Securities surrendered for conversion or exchange) shall be canceled. The Part- nership Partnership Preferred Securities will be issued in registered form only. Distributions on all Partnership Preferred Securities shall be cumulative. (de) No Holder shall be entitled as a matter of right to subscribe for or purchase, or have any preemptive right with respect to, any part of any new or additional limited partnership interests, or of securities convertible into any Partnership Preferred Securities or other limited partnership interests, whether now or hereafter authorized and whether issued for cash or other consideration or by way of a distribution. (ef) Any Neither the Company nor any Affiliate of the Partnership Preferred Securities that are owned by Company shall have the Company or by any entity directly or indirectly controlled by, or under direct or indirect common control with, the Company, shall not be entitled right to vote or give or withhold consent with respect to any Partnership Preferred Security owned by it, and shalldirectly or indirectly, and, for purposes of such any matter upon which the Limited Partners may vote or consentgive or withhold consent as provided in this Agreement, Partnership Preferred Securities owned by the Company or any Affiliate shall be treated as if they were not outstanding except for Partnership Preferred Securities purchased or acquired by the Company or its affiliates in connection with transactions effected by or for the account of customers of the Company or any of its subsidiaries or in connection with the distribution or trading of such Partnership Preferred Securities; provided, however, that persons (other than affiliates of the Company) to whom the Company or any of its subsidiaries have pledged Partnership Preferred Securities may vote or consent with respect to such pledged Partnership Preferred Securities under any of the circumstances described in Section 6.2outstanding.

GENERAL PROVISIONS REGARDING PARTNERSHIP PREFERRED SECURITIES. (a) There is hereby authorized for issuance and sale Partnership Preferred Securities having an aggregate liquidation preference not greater than $___________ 206,186,000 and having the designation, annual distribution rate, liquidation preference, redemption terms, and other powers, preferences and special rights and limitations set forth in this Article VI. (b) The payment of Distributions (including payments of distributions by the Partnership in liquidation or on redemption in respect of Partnership Preferred Securities) shall be guaranteed by the Company pursuant to and to the extent set forth in the Partnership Guarantee. The Partnership Preferred Security Holders hereby authorize the General Partner to hold the Guarantee on behalf of the Partnership Preferred Security Holders. In the event of an appointment of a Special Representative pursuant to Section 6.2(i), among other things, to enforce the Partnership Guarantee, the Special Representative may take possession of the Partnership Guarantee for such purpose. If no Special Representative has been appointed to enforce the Partnership Guarantee, the General Partner has the right to enforce the Partnership Guarantee on behalf of the Partnership Preferred Security Holders. The Partnership Preferred Security Holders, by acceptance of such Partnership Preferred Securities, acknowledge and agree to the subordination provisions in, and other terms of, the Partnership Guarantee. (c) The Partnership may not issue any interests in the Partnership other than the Partnership Preferred Securities and the General Partner Interest, provided that the Partnership may accept consideration for additional capital contributions from the General Partner with respect to the General Partner Interest. All Partnership Preferred Securities shall rank senior to all other Interests in the Partnership in respect of the right to receive Distributions. All Partnership Preferred Securities redeemed, purchased or otherwise acquired ac- quired by the Partnership shall be canceled. The Part- nership Partnership Preferred Securities will be issued in registered form only. (d) No Holder shall be entitled as a matter of right to subscribe for or purchase, or have any preemptive right with respect to, any part of any new or additional limited partnership interests, or of securities convertible into any Partnership Preferred Securities or other limited partnership interests, whether now or hereafter authorized and whether issued for cash or other consideration or by way of a distribution. (e) Any of the Partnership Preferred Securities that are owned by the Company or by any entity more than 50% of which is owned by the Company, either directly or indirectly controlled by, or under direct or indirect common control with, the Companyindirectly, shall not be entitled to vote or consent with respect to any Partnership Preferred Security owned by it, and shall, for purposes of such vote or consent, be treated as if they were not outstanding except for Partnership Preferred Securities purchased or acquired by the Company or its affiliates in connection with transactions effected by or for the account of customers of the Company or any of its subsidiaries or in connection with the distribution or trading of such Partnership Preferred Securitiesoutstanding; provided, however, that persons (other than affiliates of the Company) otherwise eligible to vote to whom the Company or any of its subsidiaries have pledged Partnership Preferred Securities may vote or consent with respect to such pledged Partnership Preferred Securities under any of the circumstances described in Section 6.2.

GENERAL PROVISIONS REGARDING PARTNERSHIP PREFERRED SECURITIES. (a) There is hereby authorized for issuance and sale Partnership Preferred Securities having an aggregate liquidation preference not greater than $___________ 309,278,400 and having the designation, annual distribution rate, liquidation preference, redemption terms, and other powers, preferences and special rights and limitations set forth in this Article VI. (b) The payment of Distributions (including payments of distributions by the Partnership in liquidation or on redemption in respect of Partnership Preferred Securities) shall be guaranteed by the Company pursuant to and to the extent set forth in the Partnership Guarantee. The Partnership Preferred Security Holders hereby authorize the General Partner to hold the Guarantee on behalf of the Partnership Preferred Security Holders. In the event of an appointment of a Special Representative pursuant to Section 6.2(i), among other things, to enforce the Partnership Guarantee, the Special Representative may take possession of the Partnership Guarantee for such purpose. If no Special Representative has been appointed to enforce the Partnership Guarantee, the General Partner has the right to enforce the Partnership Guarantee on behalf of the Partnership Preferred Security Holders. The Partnership Preferred Security Holders, by acceptance of such Partnership Preferred Securities, acknowledge and agree to the subordination provisions in, and other terms of, the Partnership Guarantee. (c) The Partnership may not issue any interests in the Partnership other than the Partnership Preferred Securities and the General Partner Interest, provided that the Partnership may accept consideration for additional capital contributions from the General Partner with respect to the General Partner Interest. All Partnership Preferred Securities shall rank senior to all other Interests in the Partnership in respect of the right to receive Distributions. All Partnership Preferred Securities redeemed, purchased or otherwise acquired by the Partnership shall be canceled. The Part- nership Preferred Securities will be issued in registered form only. (d) No Holder shall be entitled as a matter of right to subscribe for or purchase, or have any preemptive right with respect to, any part of any new or additional limited partnership interests, or of securities convertible into any Partnership Preferred Securities or other limited partnership interests, whether now or hereafter authorized and whether issued for cash or other consideration or by way of a distribution. (e) Any of the Partnership Preferred Securities that are owned by the Company or by any entity directly or indirectly controlled by, or under direct or indirect common control with, the Company, shall not be entitled to vote or consent with respect to any Partnership Preferred Security owned by it, and shall, for purposes of such vote or consent, be treated as if they were not outstanding except for Partnership Preferred Securities purchased or acquired by the Company or its affiliates in connection with transactions effected by or for the account of customers of the Company or any of its subsidiaries or in connection with the distribution or trading of such Partnership Preferred Securities; provided, however, that persons (other than affiliates of the Company) to whom the Company or any of its subsidiaries have pledged Partnership Preferred Securities may vote or consent with respect to such pledged Partnership Preferred Securities under any of the circumstances described in Section 6.2.

GENERAL PROVISIONS REGARDING PARTNERSHIP PREFERRED SECURITIES. (a) There is hereby authorized for issuance and sale Partnership Preferred Securities having an aggregate liquidation preference not greater than $_____________ and having the designation, annual distribution rate, liquidation preference, redemption terms, and other powers, preferences and special rights and limitations set forth in this Article VI. (b) The payment of Distributions (including payments of distributions by the Partnership in liquidation or on in redemption in respect of Partnership Preferred Securities) shall be guaranteed by the Company pursuant to and to the extent set forth in the Partnership Guarantee. The Partnership Preferred Security Holders hereby authorize the General Partner to hold the Guarantee on behalf of the Partnership Preferred Security Holders. In the event of an appointment of a Special Representative pursuant to Section 6.2(i), among other things, to enforce the Partnership Guarantee, the Special Representative may take possession of the Partnership Guarantee for such purpose. If no Special Representative has been appointed to enforce the Partnership Guarantee, the General Partner has the right to enforce the Partnership Guarantee on behalf of the Partnership Preferred Security Holders. The Partnership Preferred Security Holders, by acceptance of such Partnership Preferred Securities, acknowledge and agree to the subordination provisions in, and other terms of, the Partnership Guarantee. (c) The Partnership may not issue any interests in the Partnership other than the Partnership Preferred Securities and the General Partner Interest, provided that the Partnership may accept consideration for additional capital contributions from the General Partner with respect to the General Partner Interest. All Partnership Preferred Securities shall rank senior to all other Interests in the Partnership in respect of the right to receive Distributions. All Partnership Preferred Securities redeemed, purchased or otherwise acquired by the Partnership shall be canceled. The Part- nership Partnership Preferred Securities will be issued in registered form only. (d) No Holder shall be entitled as a matter of right to subscribe for or purchase, or have any preemptive right with respect to, any part of any new or additional limited partnership interests, or of securities convertible into any Partnership Preferred Securities or other limited partnership interests, whether now or hereafter authorized and whether issued for cash or other consideration or by way of a distribution. (e) Any of the Partnership Preferred Securities that are owned by the Company or by any entity more than 50% of which is owned by the Company, either directly or indirectly controlled by, or under direct or indirect common control with, the Companyindirectly, shall not be entitled to vote or consent with respect to any Partnership Preferred Security owned by it, and shall, for purposes of such vote or consent, be treated as if they were not outstanding except for Partnership Preferred Securities purchased or acquired by the Company or its affiliates in connection with transactions effected by or for the account of customers of the Company or any of its subsidiaries or in connection with the distribution or trading of such Partnership Preferred Securitiesoutstanding; provided, however, that persons (other than affiliates of the Company) otherwise eligible to vote to whom the Company or any of its subsidiaries have pledged Partnership Preferred Securities may vote or consent with respect to such pledged Partnership Preferred Securities under any of the circumstances described in Section 6.2.

GENERAL PROVISIONS REGARDING PARTNERSHIP PREFERRED SECURITIES. (a) There is hereby authorized for issuance and sale Partnership Preferred Securities having an aggregate liquidation preference not greater than $___________ and having the designation, annual distribution rate, liquidation preference, redemption terms, and other powers, preferences and special rights and limitations set forth in this Article VI. (b) The payment of Distributions (including payments of distributions by the Partnership in liquidation or on redemption in respect of Partnership Preferred Securities) shall be guaranteed by the Company pursuant to and to the extent set forth in the Partnership Guarantee. The Partnership Preferred Security Holders hereby authorize the General Partner to hold the Guarantee on behalf of the Partnership Preferred Security Holders. In the event of an appointment of a Special Representative pursuant to Section 6.2(i), among other things, to enforce the Partnership Guarantee, the Special Representative may take possession of the Partnership Guarantee for such purpose. If no Special Representative has been appointed to enforce the Partnership Guarantee, the General Partner has the right to enforce the Partnership Guarantee on behalf of the Partnership Preferred Security Holders. The Partnership Preferred Security Holders, by acceptance of such Partnership Preferred Securities, acknowledge and agree to the subordination provisions in, and other terms of, the Partnership Guarantee. (c) The Partnership may not issue any interests in the Partnership other than the Partnership Preferred Securities and the General Partner Interest, provided that the Partnership may accept consideration for additional capital contributions from the General Partner with respect to the General Partner Interest. All Partnership Preferred Securities shall rank senior to all other Interests in the Partnership in respect of the right to receive Distributions. All Partnership Preferred Securities redeemed, purchased or otherwise acquired by the Partnership shall be canceled. The Part- nership Partnership Preferred Securities will be issued in registered form only. (d) No Holder shall be entitled as a matter of right to subscribe for or purchase, or have any preemptive right with respect to, any part of any new or additional limited partnership interests, or of securities convertible into any Partnership Preferred Securities or other limited partnership interests, whether now or hereafter authorized and whether issued for cash or other consideration or by way of a distribution. (e) Any of the Partnership Preferred Securities that are owned by the Company or by any entity directly or indirectly controlled by, or under direct or indirect common control with, the Company, shall not be entitled to vote or consent with respect to any Partnership Preferred Security owned by it, and shall, for purposes of such vote or consent, be treated as if they were not outstanding except for Partnership Preferred Securities purchased or acquired by the Company or its affiliates in connection with transactions effected by or for the account of customers of the Company or any of its subsidiaries or in connection with the distribution or trading of such Partnership Preferred Securities; provided, however, that persons (other than affiliates of the Company) to whom the Company or any of its subsidiaries have pledged Partnership Preferred Securities may vote or consent with respect to such pledged Partnership Preferred Securities under any of the circumstances described in Section 6.2.

GENERAL PROVISIONS REGARDING PARTNERSHIP PREFERRED SECURITIES. (a) There is hereby authorized for issuance and sale Partnership Preferred Securities having an aggregate liquidation preference not greater than $___________ $ and having the designation, annual distribution rate, liquidation preference, redemption terms, and other powers, preferences and special rights and limitations set forth in this Article VI. (b) The payment of Distributions (including payments of distributions by the Partnership in liquidation or on redemption in respect of Partnership Preferred Securities) shall be guaranteed by the Company pursuant to and to the extent set forth in the Partnership Guarantee. The Partnership Preferred Security Holders hereby authorize the General Partner to hold the Guarantee on behalf of the Partnership Preferred Security Holders. In the event of an appointment of a Special Representative pursuant to Section 6.2(i), among other things, to enforce the Partnership Guarantee, the Special Representative may take possession of the Partnership Guarantee for such purpose. If no Special Representative has been appointed to enforce the Partnership Guarantee, the General Partner has the right to enforce the Partnership Guarantee on behalf of the Partnership Preferred Security Holders. The Partnership Preferred Security Holders, by acceptance of such Partnership Preferred Securities, acknowledge and agree to the subordination provisions in, and other terms of, the Partnership Guarantee. (c) The Partnership may not issue any interests in the Partnership other than the Partnership Preferred Securities and the General Partner Interest, provided that the Partnership may accept consideration for additional capital contributions from the General Partner with respect to the General Partner Interest. All Partnership Preferred Securities shall rank senior to all other Interests in the Partnership in respect of the right to receive Distributions. All Partnership Preferred Securities redeemed, purchased or otherwise acquired by the Partnership shall be canceled. The Part- nership Preferred Securities will be issued in registered form only. (d) No Holder shall be entitled as a matter of right to subscribe for or purchase, or have any preemptive right with respect to, any part of any new or additional limited partnership interests, or of securities convertible into any Partnership Preferred Securities or other limited partnership interests, whether now or hereafter authorized and whether issued for cash or other consideration or by way of a distribution. (e) Any of the Partnership Preferred Securities that are owned by the Company or by any entity directly or indirectly controlled by, or under direct or indirect common control with, the Company, shall not be entitled to vote or consent with respect to any Partnership Preferred Security owned by it, and shall, for purposes of such vote or consent, be treated as if they were not outstanding except for Partnership Preferred Securities purchased or acquired by the Company or its affiliates in connection with transactions effected by or for the account of customers of the Company or any of its subsidiaries or in connection with the distribution or trading of such Partnership Preferred Securities; provided, however, that persons (other than affiliates of the Company) to whom the Company or any of its subsidiaries have pledged Partnership Preferred Securities may vote or consent with respect to such pledged Partnership Preferred Securities under any of the circumstances described in Section 6.2.

GENERAL PROVISIONS REGARDING PARTNERSHIP PREFERRED SECURITIES. (a) There is hereby authorized for issuance and sale Partnership Preferred Securities having an aggregate liquidation preference not greater than $___________ 206,186,000 and having the designation, annual distribution rate, liquidation preference, redemption terms, and other powers, preferences and special rights and limitations set forth in this Article VI. (b) The payment of Distributions (including payments of distributions by the Partnership in liquidation or on in redemption in respect of Partnership Preferred Securities) shall be guaranteed by the Company pursuant to and to the extent set forth in the Partnership Guarantee. The Partnership Preferred Security Holders hereby authorize the General Partner to hold the Guarantee on behalf of the Partnership Preferred Security Holders. In the event of an appointment of a Special Representative pursuant to Section 6.2(i), among other things, to enforce the Partnership Guarantee, the Special Representative may take possession of the Partnership Guarantee for such purpose. If no Special Representative has been appointed to enforce the Partnership Guarantee, the General Partner has the right to enforce the Partnership Guarantee on behalf of the Partnership Preferred Security Holders. The Partnership Preferred Security Holders, by acceptance of such Partnership Preferred Securities, acknowledge and agree to the subordination provisions in, and other terms of, the Partnership Guarantee. (c) The Partnership may not issue any interests in the Partnership other than the Partnership Preferred Securities and the General Partner Interest, provided that the Partnership may accept consideration for additional capital contributions from the General Partner with respect to the General Partner Interest. All Partnership Preferred Securities shall rank senior to all other Interests in the Partnership in respect of the right to receive Distributions. All Partnership Preferred Securities redeemed, purchased or otherwise acquired by the Partnership shall be canceled. The Part- nership Partnership Preferred Securities will be issued in registered form only. (d) No Holder shall be entitled as a matter of right to subscribe for or purchase, or have any preemptive right with respect to, any part of any new or additional limited partnership interests, or of securities convertible into any Partnership Preferred Securities or other limited partnership interests, whether now or hereafter authorized and whether issued for cash or other consideration or by way of a distribution. (e) Any of the Partnership Preferred Securities that are owned by the Company or by any entity more than 50% of which is owned by the Company, either directly or indirectly controlled by, or under direct or indirect common control with, the Companyindirectly, shall not be entitled to vote or consent with respect to any Partnership Preferred Security owned by it, and shall, for purposes of such vote or consent, be treated as if they were not outstanding except for Partnership Preferred Securities purchased or acquired by the Company or its affiliates in connection with transactions effected by or for the account of customers of the Company or any of its subsidiaries or in connection with the distribution or trading of such Partnership Preferred Securitiesoutstanding; provided, however, that persons (other than affiliates of the Company) otherwise eligible to vote to whom the Company or any of its subsidiaries have pledged Partnership Preferred Securities may vote or consent with respect to such pledged Partnership Preferred Securities under any of the circumstances described in Section 6.2.

GENERAL PROVISIONS REGARDING PARTNERSHIP PREFERRED SECURITIES. (a) There is hereby authorized for issuance and sale Partnership Preferred Securities having an aggregate liquidation preference not greater than $___________ and having the designation, annual distribution rate, liquidation preference, redemption terms, and other powers, preferences and special rights and limitations set forth in this Article VI. (b) The payment of Distributions (including payments of distributions by the Partnership in liquidation or on redemption in respect of Partnership Preferred Securities) shall be guaranteed by the Company pursuant to and to the extent set forth in the Partnership Guarantee. The Partnership Preferred Security Holders hereby authorize the General Partner to hold the Guarantee on behalf of the Partnership Preferred Security Holders. In the event of an appointment of a Special Representative pursuant to Section 6.2(i), among other things, to enforce the Partnership Guarantee, the Special Representative may take possession of the Partnership Guarantee for such purpose. If no Special Representative has been appointed to enforce the Partnership Guarantee, the General Partner has the right to enforce the Partnership Guarantee on behalf of the Partnership Preferred Security Holders. The Partnership Preferred Security Holders, by acceptance of such Partnership Preferred Securities, acknowledge and agree to the subordination provisions in, and other terms of, the Partnership Guarantee. (c) The Partnership may not issue any interests in the Partnership other than the Partnership Preferred Securities and the General Partner Interest, provided that the Partnership may accept consideration for additional capital contributions from the General Partner with respect to the General Partner Interest. All Partnership Preferred Securities shall rank senior to all other Interests in the Partnership in respect of the right to receive Distributions. All Partnership Preferred Securities redeemed, purchased or otherwise acquired by the Partnership shall be canceled. The Part- nership Preferred Securities will be issued in registered form only. (d) No Holder shall be entitled as a matter of right to subscribe for or purchase, or have any preemptive right with respect to, any part of any new or additional limited partnership interests, or of securities convertible into any Partnership Preferred Securities or other limited partnership interests, whether now or hereafter authorized and whether issued for cash or other consideration or by way of a distribution. (e) Any of the Partnership Preferred Securities that are owned by the Company or by any entity directly or indirectly controlled by, or under direct or indirect common control with, the Company, shall not be entitled to vote or consent with respect to any Partnership Preferred Security owned by it, and shall, for purposes of such vote or consent, be treated as if they were not outstanding except for Partnership Preferred Securities purchased or acquired by the Company or its affiliates in connection with transactions effected by or for the account of customers of the Company or any of its subsidiaries or in connection with the distribution or trading of such Partnership Preferred Securities; provided, however, that persons (other than affiliates of the Company) to whom the Company or any of its subsidiaries have pledged Partnership Preferred Securities may vote or consent with respect to such pledged Partnership Preferred Securities under any of the circumstances described in Section 6.2.

GENERAL PROVISIONS REGARDING PARTNERSHIP PREFERRED SECURITIES. (a) There is hereby authorized for issuance and sale Partnership Preferred Securities having an aggregate liquidation preference not greater than $___________ 206,186,000 and having the designation, annual distribution rate, liquidation preference, redemption terms, and other powers, preferences and special rights and limitations set forth in this Article VI. (b) The payment of Distributions (including payments of distributions by the Partnership in liquidation or on in redemption in respect of Partnership Preferred Securities) shall be guaranteed by the Company pursuant to and to the extent set forth in the Partnership Guarantee. The Partnership Preferred Security Holders hereby authorize the General Partner to hold the Guarantee on behalf of the Partnership Preferred Security Holders. In the event of an appointment of a Special Representative pursuant to Section 6.2(i), among other things, to enforce the Partnership Guarantee, the Special Representative may take possession of the Partnership Guarantee for such purpose. If no Special Representative has been appointed to enforce the Partnership Guarantee, the General Partner has the right to enforce the Partnership Guarantee on behalf of the Partnership Preferred Security Holders. The Partnership Preferred Security Holders, by acceptance of such Partnership Preferred Securities, acknowledge and agree to the subordination provisions in, and other terms of, the Partnership Guarantee. (c) The Partnership may not issue any interests in the Partnership other than the Partnership Preferred Securities and the General Partner Interest, provided that the Partnership may accept consideration for additional capital contributions from the General Partner with respect to the General Partner Interest. All Partnership Preferred Securities shall rank senior to all other Interests in the Partnership in respect of the right to receive Distributions. All Partnership Preferred Securities redeemed, purchased or otherwise acquired by the Partnership shall be canceled. The Part- nership Partnership Preferred Securities will be issued in registered form only. (d) No Holder shall be entitled as a matter of right to subscribe for or purchase, or have any preemptive right with respect to, any part of any new or additional limited partnership interests, or of securities convertible into any Partnership Preferred Securities or other limited partnership interests, whether now or hereafter authorized and whether issued for cash or other consideration or by way of a distribution. (e) Any of the Partnership Preferred Securities that are owned by the Company or by any entity directly or indirectly controlled by, or under direct or indirect common control with, the Company, shall not be entitled to vote or consent with respect to any Partnership Preferred Security owned by it, and shall, for purposes of such vote or consent, be treated as if they were not outstanding except for Partnership Preferred Securities purchased or acquired by the Company or its affiliates in connection with transactions effected by or for the account of customers of the Company or any of its subsidiaries or in connection with the distribution or trading of such Partnership Preferred Securities; provided, however, that persons (other than affiliates of the Company) to whom the Company or any of its subsidiaries have pledged Partnership Preferred Securities may vote or consent with respect to such pledged Partnership Preferred Securities under any of the circumstances described in Section 6.2.

GENERAL PROVISIONS REGARDING PARTNERSHIP PREFERRED SECURITIES. (a) There is hereby authorized for issuance and sale Partnership Preferred Securities having an aggregate liquidation preference not greater than $___________ and having the designation, annual distribution rate, liquidation preference, redemption terms, and other powers, preferences and special rights and limitations set forth in this Article VI. (b) The payment of Distributions (including payments of distributions by the Partnership in liquidation or on redemption in respect of Partnership Preferred Securities) shall be guaranteed by the Company pursuant to and to the extent set forth in the Partnership Guarantee. The Partnership Preferred Security Holders hereby authorize the General Partner to hold the Guarantee on behalf of the Partnership Preferred Security Holders. In the event of an appointment of a Special Representative pursuant to Section 6.2(i), among other things, to enforce the Partnership Guarantee, the Special Representative may take possession of the Partnership Guarantee for such purpose. If no Special Representative has been appointed to enforce the Partnership Guarantee, the General Partner has the right to enforce the Partnership Guarantee on behalf of the Partnership Preferred Security Holders. The Partnership Preferred Security Holders, by acceptance of such Partnership Preferred Securities, acknowledge and agree to the subordination provisions in, and other terms of, the Partnership Guarantee. (c) The Partnership may not issue any interests in the Partnership other than the Partnership Preferred Securities and the General Partner Interest, provided that the Partnership may accept consideration for additional capital contributions from the General Partner with respect to the General Partner Interest. All Partnership Preferred Securities shall rank senior to all other Interests in the Partnership in respect of the right to receive DistributionsDistributions or other distributions. All Partnership Preferred Securities redeemed, purchased or otherwise acquired by the Partnership shall be canceled. The Part- nership Partnership Preferred Securities will be issued in registered form only. (d) No Holder shall be entitled as a matter of right to subscribe for or purchase, or have any preemptive right with respect to, any part of any new or additional limited partnership interests, or of securities convertible into any Partnership Preferred Securities or other limited partnership interests, whether now or hereafter authorized and whether issued for cash or other consideration or by way of a distribution. (e) Any of the Partnership Preferred Securities that are owned by the Company or by any entity more than 50% of which is owned by the Company, either directly or indirectly controlled by, or under direct or indirect common control with, the Companyindirectly, shall not be entitled to vote or consent with respect to any Partnership Preferred Security owned by it, and shall, for purposes of such vote or consent, be treated as if they were not outstanding except for Partnership Preferred Securities purchased or acquired by the Company or its affiliates in connection with transactions effected by or for the account of customers of the Company or any of its subsidiaries or in connection with the distribution or trading of such Partnership Preferred Securitiesoutstanding; provided, however, that persons (other than affiliates of the Company) otherwise eligible to vote to whom the Company or any of its subsidiaries have pledged Partnership Preferred Securities may vote or consent with respect to such pledged Partnership Preferred Securities under any of the circumstances described in Section 6.2.

GENERAL PROVISIONS REGARDING PARTNERSHIP PREFERRED SECURITIES. (a) There is hereby authorized for issuance and sale Partnership Preferred Securities having an aggregate liquidation preference not greater than $___________ 283,505,200 and having the designation, annual distribution rate, liquidation preference, redemption terms, and other powers, preferences and special rights and limitations set forth in this Article VI. (b) The payment of Distributions (including payments of distributions by the Partnership in liquidation or on redemption in respect of Partnership Preferred Securities) shall be guaranteed by the Company pursuant to and to the extent set forth in the Partnership Guarantee. The Partnership Preferred Security Holders hereby authorize the General Partner to hold the Guarantee on behalf of the Partnership Preferred Security Holders. In the event of an appointment of a Special Representative pursuant to Section 6.2(i), among other things, to enforce the Partnership Guarantee, the Special Representative may take possession of the Partnership Guarantee for such purpose. If no Special Representative has been appointed to enforce the Partnership Guarantee, the General Partner has the right to enforce the Partnership Guarantee on behalf of the Partnership Preferred Security Holders. The Partnership Preferred Security Holders, by acceptance of such Partnership Preferred Securities, acknowledge and agree to the subordination provisions in, and other terms of, the Partnership Guarantee. (c) The Partnership may not issue any interests in the Partnership other than the Partnership Preferred Securities and the General Partner Interest, provided that the Partnership may accept consideration for additional capital contributions from the General Partner with respect to the General Partner Interest. All Partnership Preferred Securities shall rank senior to all other Interests in the Partnership in respect of the right to receive Distributions. All Partnership Preferred Securities redeemed, purchased or otherwise acquired by the Partnership shall be canceled. The Part- nership Preferred Securities will be issued in registered form only. (d) No Holder shall be entitled as a matter of right to subscribe for or purchase, or have any preemptive right with respect to, any part of any new or additional limited partnership interests, or of securities convertible into any Partnership Preferred Securities or other limited partnership interests, whether now or hereafter authorized and whether issued for cash or other consideration or by way of a distribution. (e) Any of the Partnership Preferred Securities that are owned by the Company or by any entity directly or indirectly controlled by, or under direct or indirect common control with, the Company, shall not be entitled to vote or consent with respect to any Partnership Preferred Security owned by it, and shall, for purposes of such vote or consent, be treated as if they were not outstanding except for Partnership Preferred Securities purchased or acquired by the Company or its affiliates in connection with transactions effected by or for the account of customers of the Company or any of its subsidiaries or in connection with the distribution or trading of such Partnership Preferred Securities; provided, however, that persons (other than affiliates of the Company) to whom the Company or any of its subsidiaries have pledged Partnership Preferred Securities may vote or consent with respect to such pledged Partnership Preferred Securities under any of the circumstances described in Section 6.2.

GENERAL PROVISIONS REGARDING PARTNERSHIP PREFERRED SECURITIES. (a) There is hereby authorized for issuance and sale Partnership Preferred Securities having an aggregate liquidation preference not greater than $___________ 103,093,000 and having the designation, annual distribution rate, liquidation preference, redemption terms, and other powers, preferences and special rights and limitations set forth in this Article VI. (b) The payment of Distributions (including payments of distributions by the Partnership in liquidation or on in redemption in respect of Partnership Preferred Securities) shall be guaranteed by the Company HEI pursuant to and to the extent set forth in the Partnership Guarantee. The Partnership Preferred Security Holders hereby authorize the General Partner to hold the Guarantee on behalf of the Partnership Preferred Security Holders. In the event of an appointment of a Special Representative pursuant to Section 6.2(i6.2(h)(i), among other things, to enforce the Partnership Guarantee, the Special Representative may take possession of the Partnership Guarantee for such purpose. If no Special Representative has been appointed to enforce the Partnership Guarantee, the General Partner has the right to enforce the Partnership Guarantee on behalf of the Partnership Preferred Security Holders. The Partnership Preferred Security Holders, by acceptance of such Partnership Preferred Securities, acknowledge and agree to the subordination provisions in, and other terms of, the Partnership Guarantee. (c) The Partnership may not issue any interests in the Partnership other than the Partnership Preferred Securities and the General Partner Interest, provided that the Partnership may accept consideration for additional capital contributions from the General Partner with respect to the General Partner Interest. All Partnership Preferred Securities shall rank senior to all other Interests in the Partnership in respect of the right to receive Distributions. All Partnership Preferred Securities redeemed, purchased or otherwise acquired by the Partnership shall be canceled. The Part- nership Partnership Preferred Securities will be issued in registered form only. (d) No Holder shall be entitled as a matter of right to subscribe for or purchase, or have any preemptive or similar right with respect to, any part of any new or additional limited partnership partner interests, or of securities convertible into any Partnership Preferred Securities or other limited partnership partner interests, whether now or hereafter authorized and whether issued for cash or other consideration or by way of a distribution. (e) Any of the Partnership Preferred Securities that are owned by the Company or by any entity directly or indirectly controlled by, or under direct or indirect common control with, the Company, shall not be entitled to vote or consent with respect to any Partnership Preferred Security owned by it, and shall, for purposes of such vote or consent, be treated as if they were not outstanding except for Partnership Preferred Securities purchased or acquired by the Company or its affiliates in connection with transactions effected by or for the account of customers of the Company or any of its subsidiaries or in connection with the distribution or trading of such Partnership Preferred Securities; provided, however, that persons (other than affiliates of the Company) to whom the Company or any of its subsidiaries have pledged Partnership Preferred Securities may vote or consent with respect to such pledged Partnership Preferred Securities under any of the circumstances described in Section 6.2.