Common use of Relative Seniority Clause in Contracts

Relative Seniority. In respect of rights to receive distributions (as provided in Section 3 below), the Series D Preferred Partnership Units shall rank (a) senior to any class or series of Partnership Units of the Partnership ranking, as to the payment of distributions, junior to the Series D Preferred Partnership Units (collectively, "Junior Partnership Units"), and (b) on a parity with any class or series of Partnership Units of the Partnership if the holders of such class or series of Partnership Units and the Series D Preferred Partnership Units shall be entitled to the receipt of distributions and of amounts distributable upon liquidation, dissolution or winding up (taking into account the effects of allocations of Net Income, Net Losses and other items) in proportion to their respective amounts of accrued and unpaid distributions per unit or liquidation preferences, without preference or priority one over the other, whether or not the distribution rates, distribution payment dates, liquidation preferences or redemption prices per unit thereof are different from those of the Series D Preferred Partnership Units (collectively, "Parity Partnership Units"). The Series A Preferred Partnership Units, the Series C Preferred Partnership Units and the Series D Preferred Partnership Units are Parity Partnership Units with each other, and all Common Partnership Units shall rank junior to Preferred Partnership Units as to rights to receive distributions and rights upon liquidation, dissolution or winding up of the Partnership. Upon liquidation, dissolution or winding up of the Partnership, the holders of the Series A Preferred Partnership Units, Series C Preferred Partnership Units and Series D Preferred Partnership Units shall be entitled to such distributions as are provided in Section 8.2 of this Partnership Agreement, taking into account the required allocations of Net Income, Net Losses and other items to the Partners as provided in Exhibit F to this Partnership Agreement. Nothing --------- contained in Exhibit F or Exhibit T to this Partnership Agreement shall prohibit --------- --------- the Partnership from issuing additional Partnership Units which are Parity Partnership Units with the Series D Preferred Partnership Units.

Relative Seniority. In respect of rights to receive distributions (as provided in Section 3 below), the Series D C Preferred Partnership Units shall rank (a) senior to any class or series of Partnership Units of the Partnership ranking, as to the payment of distributions, junior to the Series D C Preferred Partnership Units (collectively, "Junior Partnership Units"), and (b) on a parity with any class or series of Partnership Units of the Partnership if the holders of such class or series of Partnership Units and the Series D C Preferred Partnership Units shall be entitled to the receipt of distributions and of amounts distributable upon liquidation, dissolution or winding up (taking into account the effects of allocations of Net IncomeProfits, Net Losses and other items) in proportion to their respective amounts of accrued and unpaid distributions per unit or liquidation preferences, without preference or priority one over the other, whether or not the distribution rates, distribution payment dates, liquidation preferences or redemption prices per unit thereof are different from those of the Series D C Preferred Partnership Units (collectively, "Parity Partnership Units"). The Series A Preferred Partnership Units, the Series C Preferred Partnership Units and the Series D Preferred Partnership Units are Parity Partnership Units with each otherthe Series C Preferred Partnership Units, and all Common Partnership Units shall rank junior to Preferred Partnership Units as to rights to receive distributions and rights upon liquidation, dissolution or winding up of the Partnership. Upon liquidation, dissolution or winding up of the Partnership, the holders of the Series A Preferred Partnership Units, Series C Preferred Partnership Units and Series D C Preferred Partnership Units shall be entitled to such distributions as are provided in Section 8.2 of this Partnership Agreement, taking into account the required allocations of Net IncomeProfits, Net Losses and other items to the Partners as provided in Exhibit F to this Partnership Agreement. Nothing --------- contained in Exhibit F or --------- --------- Exhibit T S to this Partnership Agreement shall prohibit --------- --------- the Partnership from issuing --------- additional Partnership Units which are Parity Partnership Units with the Series D C Preferred Partnership Units.

Relative Seniority. In respect of rights to receive dividends and to participate in distributions (as provided or payments in Section 3 below)the event of any liquidation, dissolution or winding up of the Partnership, the Series D I Preferred Partnership Units shall rank (a) senior to any class or series of Partnership Units of the Partnership ranking, as to the payment of distributions, junior to the Series D Preferred Partnership Units (collectively, "Junior Partnership Units"), and (bi) on a parity with any class or series of Partnership Units of the Partnership ("Parity Units") ranking, as to the payment of Distributions and as to the distribution of assets upon liquidation, dissolution or winding up (whether or not the Distribution rates, Distribution payment dates or redemption or liquidation prices per Unit thereof are different from those of the Series I Preferred Units) if the holders of such class or series of Partnership Units and the Series D I Preferred Partnership Units shall be entitled to the receipt of distributions Distributions and of amounts distributable upon liquidation, dissolution or winding up (taking into account the effects of allocations of Net IncomeProfits, Net Losses and other items) in proportion to their respective amounts of accrued and unpaid distributions Distributions per unit Unit or liquidation preferences, without preference or priority one over the other, whether (ii) senior to any class or not the distribution rates, distribution payment dates, liquidation preferences or redemption prices per unit thereof are different from those series of Units of the Partnership ranking, as to Distributions or upon liquidation, junior to the Series D I Preferred Partnership Units (collectively, "Parity Junior Units") and (iii) senior to the Common Units and any other class or series of Units of the Partnership ranking, as to Distributions and upon liquidation, junior to the Series I Preferred Units (collectively, "Fully Junior Units"). The Series A Preferred Partnership Units, In the Series C Preferred Partnership Units and the Series D Preferred Partnership Units are Parity Partnership Units with each other, and all Common Partnership Units shall rank junior to Preferred Partnership Units as to rights to receive distributions and rights upon liquidation, dissolution or winding up event of the Partnership. Upon a Terminating Capital Transaction and/or a liquidation, dissolution or winding up of the Partnership, the holders of the Series A I Preferred Partnership Units, Series C Preferred Partnership Units and Series D Preferred Partnership Units shall be entitled to such distributions Distributions as are provided in Section 8.2 4.04 of this the Partnership Agreement, taking into account the required allocations of Net IncomeProfits, Net Losses and other items to the Partners Partnership as provided in Exhibit F to this Section 4.06 of the Partnership Agreement. Distributions to the holder of Series I Preferred Units will be made prior to Distributions to holders of Junior Units or Fully Junior Units or to other Partners in accordance with Capital Account positive balances pursuant to Section 4.04(d). Nothing --------- contained in Exhibit F or Exhibit T to this Section 4.06 of the Partnership Agreement or this Exhibit O shall prohibit --------- --------- the Partnership from issuing additional Partnership Units which are Parity Partnership Units with the Series D I Preferred Partnership Units.