Common use of Priority as to Distributions Clause in Contracts

Priority as to Distributions. (i) So long as any Series C Preferred Units are outstanding, no distribution of cash or other property shall be authorized, declared, paid or set apart for payment on or with respect to any Junior Units, nor shall any cash or other property (other than capital stock of the General Partner which corresponds in ranking to the Partnership Interests being acquired) be set aside for or applied to the purchase, redemption or other acquisition for consideration of any Series C Preferred Units, any Parity Preferred Units (including the Series A Preferred Units, the Series D Preferred Units and the Series E Preferred Units) or any Junior Units, unless, in each case, all distributions accumulated on all Series C Preferred Units and all classes and series of outstanding Parity Preferred Units as to payment of distributions have been paid in full. The foregoing sentence will not prohibit (a) distributions payable solely in Junior Units, (b) the exchange of Junior Units or Parity Preferred Units (including the Series A Preferred Units, the Series D Preferred Units and the Series E Preferred Units) into Junior Units, or (c) the redemption of Partnership Interests corresponding to REIT Series C Preferred Shares, Parity Preferred Stock with respect to distributions or Junior Stock to be purchased by the General Partner pursuant to the Charter to preserve the General Partner’s status as a real estate investment trust, provided that such redemption shall be upon the same terms as the corresponding stock purchase pursuant to the Charter.

Priority as to Distributions. (i) So long as any Series C A-1 Preferred Units are outstanding, no distribution of cash or other property shall be authorized, declared, paid or set apart for payment on or with respect to any class or series of OP Units of the Partnership ranking junior as to the payment of distributions or rights upon a voluntary or involuntary liquidation, dissolution or winding-up of the Partnership to the Series A-1 Preferred Units (collectively, “Series A-1 Junior Units”), nor shall any cash or other property (other than capital stock of the General Partner which corresponds in ranking to the Partnership Interests being acquired) be set aside for or applied to the purchase, redemption or other acquisition for consideration of any Series C A-1 Preferred Units, any Series A-1 Parity Preferred Units (including the Series A Preferred Units, the Series D Preferred Units and the Series E Preferred Units) or any Series A-1 Junior Units, unless, in each case, all distributions accumulated on all Series C A-1 Preferred Units and all classes and series of outstanding Series A-1 Parity Preferred Units as to payment of distributions have been paid in full. The foregoing sentence will not prohibit (a) distributions payable solely in Junior UnitsOP Units ranking junior to the Series A-1 Preferred Units as to the payment of distributions and rights upon a voluntary or involuntary liquidation, dissolution or winding-up of the Partnership, (b) the exchange conversion of Series A-1 Junior Units or Series A-1 Parity Preferred Units (including into OP Units of the Partnership ranking junior to the Series A Preferred Units, the Series D A-1 Preferred Units as to distributions and rights upon a voluntary or involuntary liquidation, dissolution or winding-up of the Series E Preferred Units) into Junior UnitsPartnership, or (c) the redemption of Partnership Interests OP Units corresponding to REIT Series C Preferred Shares, Parity Preferred Stock with respect to distributions or any Junior Stock (as defined in the Series A Articles Supplementary) to be purchased by the General Partner pursuant to Article VII of the Charter to preserve the General Partner’s status as a real estate investment trust, provided that such redemption shall be upon the same terms as the corresponding stock purchase pursuant to Article VII of the Charter.

Priority as to Distributions. (i) So long as any Series C A Preferred Units are outstanding, no distribution of cash or other property shall be authorized, declared, paid or set apart for payment on or with respect to any Junior Units, nor shall any cash or other property (other than capital stock of the General Partner which corresponds in ranking to the Partnership Interests being acquired) be set aside for or applied to the purchase, redemption or other acquisition for consideration of any Series C A Preferred Units, any Parity Preferred Units (including the Series A D Preferred Units, the Series D E Preferred Units and the Series E F Preferred Units) or any Junior Units, unless, in each case, all distributions accumulated on all Series C A Preferred Units and all classes and series of outstanding Parity Preferred Units as to payment of distributions have been paid in full. The foregoing sentence will not prohibit (a) distributions payable solely in Junior Units, (b) the exchange of Junior Units or Parity Preferred Units (including the Series A D Preferred Units, the Series D E Preferred Units and the Series E F Preferred Units) into Junior Units, or (c) the redemption of Partnership Interests corresponding to REIT Series C A Preferred Shares, Parity Preferred Stock with respect to distributions or Junior Stock to be purchased by the General Partner pursuant to the Charter with respect to the General Partner’s common stock and comparable charter provisions with respect to other classes or series of capital stock of the General Partner to preserve the General Partner’s status as a real estate investment trust, provided that such redemption shall be upon the same terms as the corresponding stock purchase pursuant to Article IV.E. of the CharterCharter or such other comparable provisions.

Priority as to Distributions. (i) So long as any Unless all distributions accumulated on all Series C E Preferred Units are outstandingand all classes and series of outstanding Parity Preferred Units as to payment of distributions have been paid in full, (i) no distribution of cash or other property shall be authorized, declared, paid or set apart for payment on or with respect to any Junior UnitsUnit, nor shall any and (ii) no cash or other property (other than capital stock of the General Partner which corresponds in ranking to the Partnership Interests being acquired) shall be set aside for or applied to the purchase, redemption or other acquisition for consideration of any Series C E Preferred Units, any Parity Preferred Units (including the Series A Preferred Units, the Series C Preferred Units or Series D Preferred Units and the Series E Preferred Units) or any Junior Units. Without limiting Section 20.2.C hereof, unless, in each case, all distributions accumulated on all Series C Preferred Units and all classes and series of outstanding Parity Preferred Units as to payment of distributions have been paid in full. The the foregoing sentence will not prohibit (a) distributions payable solely in Junior Units, (b) the exchange of Junior Units or Parity Preferred Units (including the Series A Preferred Units, the Series C Preferred Units or Series D Preferred Units and the Series E Preferred Units) into Junior Units, or (c) the redemption of Partnership Interests corresponding to any REIT Series C E Preferred Shares, Parity Preferred Stock Shares (as defined in the Series E Articles Supplementary) with respect to distributions or Junior Stock (as defined in the Series E Articles Supplementary) to be purchased by the General Partner pursuant to the Charter to the extent necessary to preserve the General Partner’s status as a real estate investment trust, provided that such redemption shall be upon the same terms as the corresponding stock purchase pursuant to the Charter.

Priority as to Distributions. (i) So long as any Unless all distributions accumulated on all Series C F Preferred Units are outstandingand all classes and series of outstanding Parity Preferred Units as to payment of distributions have been paid in full, (i) no distribution of cash or other property shall be authorized, declared, paid or set apart for payment on or with respect to any Junior UnitsUnit, nor shall any and (ii) no cash or other property (other than capital stock of the General Partner which corresponds in ranking to the Partnership Interests being acquired) shall be set aside for or applied to the purchase, redemption or other acquisition for consideration of any Series C F Preferred Units, any Parity Preferred Units (including the Series A Preferred Units, the Series D Preferred Units and or the Series E Preferred Units) or any Junior Units. Without limiting Section 21.2.C hereof, unless, in each case, all distributions accumulated on all Series C Preferred Units and all classes and series of outstanding Parity Preferred Units as to payment of distributions have been paid in full. The the foregoing sentence will not prohibit (a) distributions payable solely in Junior Units, (b) the exchange of Junior Units or Parity Preferred Units (including the Series A Preferred Units, the Series D Preferred Units and or the Series E Preferred Units) into Junior Units, or (c) the redemption of Partnership Interests corresponding to any REIT Series C F Preferred Shares, Parity Preferred Stock Shares (as defined in the Series F Articles Supplementary) with respect to distributions or Junior Stock (as defined in the Series F Articles Supplementary) to be purchased by the General Partner pursuant to the Charter to the extent necessary to preserve the General Partner’s status as a real estate investment trust, provided that such redemption shall be upon the same terms as the corresponding stock purchase pursuant to the Charter.

Priority as to Distributions. (i) So long as any Series C A Preferred Units are outstanding, no distribution of cash or other property shall be authorized, declared, paid or set apart for payment on or with respect to any Junior Units, nor shall any cash or other property (other than capital stock of the General Partner which corresponds in ranking to the Partnership Interests being acquired) be set aside for or applied to the purchase, redemption or other acquisition for consideration of any Series C A Preferred Units, any Parity Preferred Units (including the Series A C Preferred Units, the Series D Preferred Units and the Series E Preferred Units) or any Junior Units, unless, in each case, all distributions accumulated on all Series C A Preferred Units and all classes and series of outstanding Parity Preferred Units as to payment of distributions have been paid in full. The foregoing sentence will not prohibit (a) distributions payable solely in Junior Units, (b) the exchange of Junior Units or Parity Preferred Units (including the Series A C Preferred Units, the Series D Preferred Units and the Series E Preferred Units) into Junior Units, or (c) the redemption of Partnership Interests corresponding to REIT Series C A Preferred Shares, Parity Preferred Stock with respect to distributions or Junior Stock to be purchased by the General Partner pursuant to the Charter with respect to the General Partner’s common stock and comparable charter provisions with respect to other classes or series of capital stock of the General Partner to preserve the General Partner’s status as a real estate investment trust, provided that such redemption shall be upon the same terms as the corresponding stock purchase pursuant to Article IV.E. of the CharterCharter or such other comparable provisions.

Priority as to Distributions. (i) So long as any Unless all distributions accumulated on all Series C E Preferred Units are outstandingand all classes and series of outstanding Parity Preferred Units as to payment of distributions have been paid in full, (i) no distribution of cash or other property shall be authorized, declared, paid or set apart for payment on or with respect to any Junior UnitsUnit, nor shall any and (ii) no cash or other property (other than capital stock of the General Partner which corresponds in ranking to the class or series of the Partnership Interests being acquired) shall be set aside for or applied to the purchase, redemption or other acquisition for consideration of any Series C E Preferred Units, any Parity Preferred Units (including the Series A Preferred Units, the Series D F Preferred Units and the Series E G Preferred Units) or any Junior Units. Without limiting Section 20.2.C hereof, unless, in each case, all distributions accumulated on all Series C Preferred Units and all classes and series of outstanding Parity Preferred Units as to payment of distributions have been paid in full. The the foregoing sentence will not prohibit (a) distributions payable solely in Junior Units, (b) the exchange or conversion of Junior Units or Parity Preferred Units (including the Series A Preferred Units, the Series D F Preferred Units and the Series E G Preferred Units) into Junior Units, or (c) the redemption of Partnership Interests corresponding to any REIT Series C E Preferred Shares, Parity Preferred Stock Shares (as defined in the Series E Articles Supplementary) with respect to distributions or Junior Stock (as defined in the Series E Articles Supplementary) to be purchased by the General Partner pursuant to the Charter to the extent necessary to preserve the General Partner’s status as a real estate investment trust, provided that such redemption shall be upon the same terms as the corresponding stock purchase pursuant to the Charter.

Priority as to Distributions. (i) So long as any Unless all distributions accumulated on all Series C F Preferred Units are outstandingand all classes and series of outstanding Parity Preferred Units as to payment of distributions have been paid in full, (i) no distribution of cash or other property shall be authorized, declared, paid or set apart for payment on or with respect to any Junior UnitsUnit, nor shall any and (ii) no cash or other property (other than capital stock of the General Partner which corresponds in ranking to the class or series of the Partnership Interests being acquired) shall be set aside for or applied to the purchase, redemption or other acquisition for consideration of any Series C F Preferred Units, any Parity Preferred Units (including the Series A Preferred Units, the Series D E Preferred Units and the Series E G Preferred Units) or any Junior Units. Without limiting Section 21.2.C hereof, unless, in each case, all distributions accumulated on all Series C Preferred Units and all classes and series of outstanding Parity Preferred Units as to payment of distributions have been paid in full. The the foregoing sentence will not prohibit (a) distributions payable solely in Junior Units, (b) the exchange or conversion of Junior Units or Parity Preferred Units (including the Series A Preferred Units, the Series D E Preferred Units and the Series E G Preferred Units) into Junior Units, or (c) the redemption of Partnership Interests corresponding to any REIT Series C F Preferred Shares, Parity Preferred Stock Shares (as defined in the Series F Articles Supplementary) with respect to distributions or Junior Stock (as defined in the Series F Articles Supplementary) to be purchased by the General Partner pursuant to the Charter to the extent necessary to preserve the General Partner’s status as a real estate investment trust, provided that such redemption shall be upon the same terms as the corresponding stock purchase pursuant to the Charter.