Common use of Liquidation Value Clause in Contracts

Liquidation Value. Notwithstanding anything to the contrary in this Agreement, in the event of any liquidation, dissolution or winding up of the Partnership, either voluntary or involuntary, (i) the holders of the Class D Units shall be entitled to receive, out of the assets of the Partnership available for distribution to Unitholders, prior and in preference to any distribution of any assets of the Partnership to the holders of any class or series of Units other than the Series 1 Preferred Units and the Class E Units, the positive value in each such holder’s Capital Account in respect of such Class D Units; provided, however, that, as of the Class D Unit Issuance Date, the holders of the Class D Units shall only be entitled to such preference with respect to 20% of the Class D Unit Notional Value, with such percentage being increased by an additional 20% of the Class D Unit Notional Value on each anniversary of the Class D Unit Issuance Date in 2015, 2016, 2017 and 2018, resulting in a preference in liquidation equal to 100% of the Class D Unit Notional Value on the fourth anniversary of the Class D Unit Issuance Date; and (ii) items of Partnership income, gain, loss and deduction shall be allocated to the Class D Units so as to cause, to the maximum extent possible, the Capital Account in respect of each Class D Unit to equal the Class D Unit Notional Value.

Liquidation Value. Notwithstanding anything to the contrary in this Agreement, in the event of any liquidation, dissolution or winding up of the Partnership, either voluntary or involuntary, (i) the holders of the Class D Units shall be entitled to receive, out of the assets of the Partnership available for distribution to Unitholders, prior and in preference to any distribution of any assets of the Partnership to the holders of any class or series of Units other than the Series 1 Preferred Units and the Class E Units, the positive value in each such holder’s Capital Account in respect of such Class D Units; provided, however, that, as of the Class D Unit Issuance Date, the holders of the Class D Units shall only be entitled to such preference with respect to 20% of the Class D Unit Notional Value, with such percentage being increased by an additional 20% of the Class D Unit Notional Value on each anniversary of the Class D Unit Issuance Date in 2015, 2016, 2017 and 2018, resulting in a preference in liquidation equal to 100% of the Class D Unit Notional Value on the fourth anniversary of the Class D Unit Issuance Date; and (ii) items of Partnership income, gain, loss and deduction shall be allocated to the Class D Units so as to cause, to the maximum extent possible, the Capital Account in respect of each Class D Unit to equal the Class D Unit Notional Value.