Common use of Liquidation Preference Clause in Contracts

Liquidation Preference. (a) In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Partnership, before any distribution or payment shall be made to the holders of shares of any Junior Units, the General Partner, as holder of the Series A Preferred Units, shall be entitled to be paid, or have the Partnership declare and set apart for payment, out of the assets of the Partnership legally available for distribution, after payment or provision for payment of all debts and other liabilities of the Partnership, a liquidation preference in cash or property at fair market value, as determined by the General Partner, of $25.00 per unit, plus an amount equal to any accrued and unpaid distributions (whether or not declared) to, but not including, the date of payment or the date the amount for payment is set apart (the “Liquidating Distributions”). (b) If, upon any such voluntary or involuntary liquidation, dissolution or winding up of the Partnership, the available assets of the Partnership are insufficient to pay the full amount of the Liquidating Distributions on all outstanding Series A Preferred Units and the corresponding amounts payable on all outstanding Parity Units, then the General Partner, as holder of the Series A Preferred Units, and the holders of such Parity Units shall share ratably in any such distribution of assets in proportion to the full Liquidating Distributions to which they would otherwise be respectively entitled. (c) After payment of the full amount of the Liquidating Distributions to which it is entitled, the General Partner, as holder of the Series A Preferred Units, will have no right or claim to any of the remaining assets of the Partnership. (d) For the avoidance of doubt, the consolidation, merger or conversion of the Partnership with or into another entity, the merger of another entity with or into the Partnership, a statutory unit exchange by the Partnership or the sale, lease, transfer or conveyance of all or substantially all of the assets or business of the Partnership shall not be considered a liquidation, dissolution or winding up of the Partnership.

Liquidation Preference. (a) In the event of Upon any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Partnership, after payment of or provision for the Partnership’s debts and liabilities and any other class or series of equity securities of the Partnership ranking, with respect to rights upon the Partnership’s voluntary or involuntary liquidation, dissolution or winding up, senior to the Series A Preferred Units and before any distribution or payment shall be made to the holders of shares of any Common Units, Class P Units, Class R Units or Junior Preferred Units, the General Partner, as holder holders of the Series A Preferred Units, Units then outstanding shall be entitled to be paid, or have the Partnership declare and set apart for payment, paid out of the assets of the Partnership legally available for distribution, after payment or provision for payment of all debts and other liabilities of the Partnership, distribution to its Partners a liquidation preference in cash or property at fair market value, as determined by the General Partner, of $25.00 per unitSeries A Preferred Unit (the “Base Liquidation Preference”), plus an amount equal to any accrued and unpaid distributions (whether or not declared) Series A Preferred Return to, but not including, the date of payment or (together with the date the amount for payment is set apart (Base Liquidation Preference, the “Liquidating DistributionsDistribution”). (b) If, If upon any such voluntary or involuntary liquidation, dissolution or winding up of the Partnership, the available assets of the Partnership are insufficient to pay the full amount of the Liquidating Distributions on all outstanding Series A Preferred Units and the corresponding amounts payable on all outstanding Parity Preferred Units, then the General Partner, as holder holders of the Series A Preferred Units, Units and the holders of such Parity Preferred Units shall share ratably in any such distribution of assets in proportion to the full Liquidating Distributions to which they would otherwise be respectively entitled. (c) After payment of the full amount of the Liquidating Distributions to which it is they are entitled, the General Partner, as holder holders of the Series A Preferred Units, Units will have no right or claim to any of the remaining assets of the Partnership. (d) For the avoidance of doubt, the consolidation, conversion or merger or conversion of the Partnership with or into another any other person, corporation, trust or entity, the merger of another entity with or into the Partnership, a statutory unit exchange by the Partnership or the sale, lease, transfer or conveyance of all or substantially all of the assets or business of the Partnership shall not be considered deemed to constitute a liquidation, dissolution or winding up of the affairs of the Partnership.

Liquidation Preference. (aA) In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Partnership, whether voluntary or involuntary, before any payment or distribution or payment shall be made to the holders of shares of any Junior Units, the General Partner, as holder of the Series A Preferred Units, shall be entitled to be paid, or have the Partnership declare and set apart for payment, out of the assets of the Partnership legally available shall be made to or set apart for distributionthe holders of any Junior Units, after payment or provision for payment of all debts and other liabilities each holder of the Partnership, a liquidation preference in cash or property at fair market value, as determined by Series AM Preferred Units shall be entitled to receive $9.26 (the General Partner, of $25.00 “Series AM Liquidation Preference”) per unitSeries AM Preferred Unit, plus an amount equal to any accrued and unpaid all distributions (whether or not earned or declared) toaccumulated, but not including, accrued and unpaid thereon to the date of final distribution to such holder. Until the holders of Series AM Preferred Units have been paid the Series AM Liquidation Preference in full, no payment will be made to any holder of any Junior Units upon the liquidation, dissolution or winding up of the date the amount for payment is set apart (the “Liquidating Distributions”). (b) Partnership. If, upon any such voluntary or involuntary liquidation, dissolution or winding up of the Partnership, the available assets of the Partnership are Partnership, or the proceeds thereof, distributable to the holders of Series AM Preferred Units shall be insufficient to pay in full the full preferential amount aforesaid and liquidating payments on any other Class or Series of Parity Units, then such assets, or the proceeds thereof, shall be distributed among the holders of the Liquidating Distributions on all outstanding Series A AM Preferred Units and the corresponding holders of Parity Units ratably in accordance with the respective amounts that would be payable on all outstanding Parity Units, then the General Partner, as holder of the such Series A AM Preferred Units, Units and the holders of such Parity Units if all amounts payable thereon were paid in full. For purposes of this Section 3, a Transaction (as defined below) shall share ratably in any such distribution of assets in proportion not be deemed to the full Liquidating Distributions to which they would otherwise be respectively entitled. (c) After payment of the full amount of the Liquidating Distributions to which it is entitleda liquidation, the General Partnerdissolution or winding up, as holder of the Series A Preferred Unitsvoluntary or involuntary, will have no right or claim to any of the remaining assets of the Partnership. (dB) For Subject to the avoidance of doubt, the consolidation, merger or conversion rights of the Partnership with or into another entity, the merger holders of another entity with or into the Partnership, a statutory unit exchange by the Partnership or the sale, lease, transfer or conveyance of all or substantially all of the assets or business of the Partnership shall not be considered a Parity Units upon any liquidation, dissolution or winding up up, voluntary or involuntary, of the Partnership, after payment shall have been made in full to the holders of the Series AM Preferred Units, as provided in this Section 3, any other Class or Series of Junior Units shall, subject to any respective terms and provisions applying thereto, be entitled to receive any and all assets, or the proceeds thereof, remaining to be paid or distributed, and the holders of the Series AM Preferred Units shall not be entitled to share therein.

Liquidation Preference. (a) In the event of Upon any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Partnership, before any distribution or payment shall be made to the holders of shares of any Common Units or Junior Preferred Units, the General Partner, as holder holders of the Series A Preferred Units, Units then outstanding shall be entitled to be paid, or have the Partnership declare and set apart for payment, out of the assets of the Partnership legally available for distribution, distribution to its Partners after payment or provision for payment of all debts and other liabilities of the Partnership, a liquidation preference in cash or property at fair market value, as determined by the General Partner, of $25.00 per unitSeries A Preferred Unit (the “Base Liquidation Preference”), plus an amount equal to any accrued and unpaid distributions (whether or not declared) to, but not including, the date of payment or the date the amount for payment liquidation preference is set apart for payment (the “Liquidating Distributions”). (b) If, If upon any such voluntary or involuntary liquidation, dissolution or winding up of the Partnership, the available assets of the Partnership are insufficient to pay the full amount of the Liquidating Distributions on all outstanding Series A Preferred Units and the corresponding amounts payable on all outstanding Parity Preferred Units, then the General Partner, as holder holders of the Series A Preferred Units, Units and the holders of such Parity Preferred Units shall share ratably in any such distribution of assets in proportion to the full Liquidating Distributions to which they would otherwise be respectively entitled. (c) Upon any voluntary or involuntary liquidation, dissolution or winding up of the Partnership, after payment shall have been made in full to the holders of the Series A Preferred Units and any Parity Preferred Units, any other series or class or classes of Junior Preferred Units shall be entitled to receive any and all assets remaining to be paid or distributed, and the holders of the Series A Preferred Units and any Parity Preferred Units shall not be entitled to share therein. d) After payment of the full amount of the Liquidating Distributions to which it is they are entitled, the General Partner, as holder holders of the Series A Preferred Units, Units will have no right or claim to any of the remaining assets of the Partnership. (de) For the avoidance of doubt, the consolidation, merger or conversion of the Partnership with or into another entity, the merger of another entity with or into the Partnership, a statutory unit exchange by the Partnership or the sale, lease, transfer or conveyance of all or substantially all of the assets or business of the Partnership shall not be considered a liquidation, dissolution or winding up of the affairs of the Partnership.

Liquidation Preference. (aA) In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Partnership, whether voluntary or involuntary, before any payment or distribution or payment shall be made to the holders of shares of any Junior Units, the General Partner, as holder of the Series A Preferred Units, shall be entitled to be paid, or have the Partnership declare and set apart for payment, out of the assets of the Partnership legally available shall be made to or set apart for distributionthe holders of any Distribution Junior Units, after payment or provision for payment of all debts and other liabilities the holders of the Partnership, a liquidation preference in cash or property at fair market value, as determined by the General Partner, of Class E Preferred Units shall be entitled to receive $25.00 per unitClass E Preferred Unit, plus an amount equal to any accrued and unpaid all distributions (whether or not earned or declared) toaccumulated, but not including, accrued and unpaid thereon to the date of payment or the date the (such aggregate amount for payment is set apart (the “Liquidating DistributionsClass E Liquidation Preference”). (b) . Until the holders of the Class E Preferred Units have been paid the Class E Liquidation Preference in full, no payment or distribution will be made to any holder of any Distribution Junior Units upon the liquidation, dissolution or winding up of the Partnership. If, upon any such voluntary or involuntary liquidation, dissolution or winding up of the Partnership, the available assets of the Partnership are Partnership, or the proceeds thereof, distributable to the holders of the Class E Preferred Units shall be insufficient to pay in full the full amount Class E Liquidation Preference and liquidating payments on any other class or series of Distribution Parity Units, then such assets, or the proceeds thereof, shall be distributed among the holders of the Liquidating Distributions on all outstanding Series A Class E Preferred Units and the corresponding amounts payable on holders of such Distribution Parity Units ratably in proportion to the full liquidating distributions (including, if applicable, accumulated, accrued and unpaid distributions) to which they would otherwise respectively be entitled. (B) Subject to the rights of the holders of Distribution Parity Units upon any liquidation, dissolution or winding up, whether voluntary or involuntary, of the Partnership, after payment in full of the Class E Liquidation Preference for all outstanding Parity Class E Preferred Units shall have been made to the holders of the Class E Preferred Units, then as provided in Section 3(A), any class or series of Distribution Junior Units shall, subject to any respective terms and provisions applying thereto, be entitled to receive any and all assets, or the General Partnerproceeds thereof, as holder of the Series A Preferred Unitsremaining to be paid or distributed, and the holders of such Parity Units the Class E Preferred Units, as such, shall not be entitled to share ratably in any such distribution of assets in proportion to the full Liquidating Distributions to which they would otherwise be respectively entitled. (c) therewith. After payment of the full amount of the Liquidating Distributions to which it is entitledClass E Liquidation Preference for each outstanding Class E Preferred Unit, the General Partnerholders of the Class E Preferred Units, as holder of the Series A Preferred Unitssuch, will have no right or claim to any of the remaining assets of the Partnership. The preceding two sentences shall not affect the right of the General Partner or any other holder of Class E Preferred Units to share in any distribution or payment of the assets of the Partnership upon any liquidation, dissolution or winding up, whether voluntary or involuntary, of the Partnership as a result of its holding another class or series of Units. (dC) For the avoidance None of doubt, the consolidation, a consolidation or merger or conversion of the Partnership with or into another entity, the merger of another entity with or into the Partnership, a statutory unit exchange by the Partnership or the sale, lease, transfer or conveyance of all or substantially all of the assets Partnership’s property or business of the Partnership business, shall not be considered a liquidation, dissolution or winding up of the Partnership.

Liquidation Preference. (a) In the event of Upon any voluntary or involuntary liquidation, dissolution or winding winding-up of the affairs of the Partnership, before any distribution or payment shall be made to holders of any other class or series of Partnership Units of the Partnership ranking, as to liquidation rights, junior to the Series C Preferred Units, the holders of shares of any Junior Units, the General Partner, as holder of the Series A C Preferred Units, Units shall be entitled to be paid, or have the Partnership declare and set apart for payment, paid out of the assets of the Partnership legally available for distribution, after payment or provision for payment of all debts and other liabilities of the Partnership, distribution to its partners a liquidation preference in cash or property at fair market value, as determined by the General Partner, of $25.00 50.00 per unit, plus an amount equal to any accrued and unpaid distributions to the date of payment (whether or not declared) to, but not including, ). In the date of payment or the date the amount for payment is set apart (the “Liquidating Distributions”). (b) Ifevent that, upon any such voluntary or involuntary liquidation, dissolution or winding up of the Partnershipwinding-up, the available assets of the Partnership are insufficient to pay the full amount of the Liquidating Distributions liquidating distributions on all outstanding Series A C Preferred Units and the corresponding amounts payable on all outstanding Parity Unitsother classes or series of Partnership Units of the Partnership ranking, as to liquidation rights, on a parity with the Series C Preferred Units in the distribution of assets, then the General Partner, as holder holders of the Series A C Preferred Units and each such other class or series of Partnership Units ranking, as to liquidation rights, on a parity with the Series C Preferred Units, and the holders of such Parity Units including, without limitation, shall share ratably in any such distribution of assets in proportion to the full Liquidating Distributions liquidating distributions to which they would otherwise be respectively entitled. . Written notice of any such liquidation, dissolution or winding up of the Partnership, stating the payment date or dates when, and the place or places where, the amounts distributable in such circumstances shall be payable, shall be given by first class mail, postage pre-paid, not less than thirty (c30) nor more than sixty (60) days prior to the payment date stated therein, to each record holder of Series C Preferred Units at the respective addresses of such holders as the same shall appear on Exhibit A hereto. After payment of the full amount of the Liquidating Distributions liquidating distributions to which it is they are entitled, the General Partner, as holder holders of the Series A C Preferred Units, Units will have no right or claim to any of the remaining assets of the Partnership. (d) For the avoidance of doubt, the consolidation, . The consolidation or merger or conversion of the Partnership with or into another any other partnership, corporation or entity, the merger of another entity with or into the Partnership, a statutory unit exchange by the Partnership or the sale, lease, transfer or conveyance of all or substantially all of the assets property or business of the Partnership Partnership, shall not be considered deemed to constitute a liquidation, dissolution or winding winding-up of the affairs of the Partnership.

Liquidation Preference. (ai) In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Partnership, before any distribution whether voluntary or payment shall be made involuntary, subject to the preferential rights of the holders of shares of any Junior class or series of Senior Units, the General Partner, as holder of the Series A Preferred Units, shall be entitled to be paid, but before any payment or have the Partnership declare and set apart for payment, out distribution of the assets of the Partnership legally available shall be made to or set apart for distributionthe holders of Junior Units, after payment or provision for payment of all debts and other liabilities the holders of the Partnership, a liquidation preference in cash or property at fair market value, as determined by Series A Preferred Units shall be entitled to receive $100,000.00 per Series A Preferred Unit (the General Partner, of $25.00 per unit, “Liquidation Preference”) plus an amount per Series A Preferred Unit equal to any accrued and unpaid all distributions (whether or not earned or declared) accumulated and unpaid thereon to, but not including, the date of payment or final distribution to such holders; but such holders of the date the amount for payment is set apart (the “Liquidating Distributions”). (b) Series A Preferred Units shall not be entitled to any further payment. If, upon any such voluntary or involuntary liquidation, dissolution or winding up of the Partnership, the available assets of the Partnership are Partnership, or proceeds thereof, distributable among the holders of the Series A Preferred Units shall be insufficient to pay in full the full preferential amount aforesaid and liquidating payments on any other Parity Preferred Units, then such assets, or the proceeds thereof, shall be distributed among the holders of the Liquidating Distributions on all outstanding such Series A Preferred Units and any such other Parity Preferred Units ratably in accordance with the corresponding respective amounts that would be payable on all outstanding Parity Units, then the General Partner, as holder of the such Series A Preferred Units, Units and the holders of such Parity Units shall share ratably in any such distribution other Parity Preferred Units if all amounts payable thereon were paid in full. For the purposes of assets in proportion this Section C, a Sale Transaction shall not be deemed to the full Liquidating Distributions to which they would otherwise be respectively entitled. (c) After payment of the full amount of the Liquidating Distributions to which it is entitleda liquidation, the General Partnerdissolution or winding up, as holder of the Series A Preferred Unitsvoluntary or involuntary, will have no right or claim to any of the remaining assets of the Partnership. (dii) For Subject to the avoidance of doubt, the consolidation, merger or conversion rights of the Partnership with or into another entityholders of Parity Preferred Units, the merger of another entity with or into the Partnership, a statutory unit exchange by the Partnership or the sale, lease, transfer or conveyance of all or substantially all of the assets or business of the Partnership shall not be considered a upon any liquidation, dissolution or winding up of the Partnership, after payment shall have been made in full to the holders of the Series A Preferred Units, as provided in this Section C, any series or class or classes of Junior Units shall, subject to any respective terms and provisions applying thereto, be entitled to receive any and all assets remaining to be paid or distributed, and the holders of the Series A Preferred Units shall not be entitled to share therein.

Liquidation Preference. (a) In the event of any voluntary or involuntary liquidation, dissolution dissolution, or winding up of the Partnership, whether voluntary or involuntary, before any payment or distribution or payment of the assets of the Partnership shall be made to or set apart for the holders of shares any other class or series of any Junior Units, the General Partner, as holder of Limited Partnership Interest ranking junior to the Series A Preferred Units, the Series A Holders shall be entitled to be paid, or have receive the Partnership declare and set apart for payment, out of the assets of the Partnership legally available for distribution, after payment or provision for payment of all debts and other liabilities of the Partnership, a liquidation preference in cash or property at fair market value, as determined by the General Partner, of $25.00 per unitLiquidation Preference, plus an amount equal to any accrued all distributions declared and unpaid distributions (whether or not declared) to, but not including, thereon to the date of payment final distribution. If, upon any such liquidation, dissolution, or winding up of the Partnership the assets of the Partnership, or proceeds thereof, distributable to the Series A Holders shall be insufficient to pay in full the preferential amount aforesaid as liquidating payments on any other Partnership Securities ranking on a parity with the Series A Preferred Units as to such distribution, then such assets, or the date proceeds thereof, shall be distributed among the amount for payment is set apart Series A Preferred Units and the holders of any such other Partnership Securities ratably in accordance with the respective amounts that would be payable on such Series A Preferred Units and any such other Partnership Securities if all amounts payable thereon were paid in full. For the purposes of this Section 5, (i) a consolidation or merger of the “Liquidating Distributions”)Partnership or General Partner with one or more entities, (ii) a statutory unit or share exchange by the Partnership or General Partner, and (iii) a sale or transfer of all or substantially all of the Partnership’s or General Partner’s assets shall not be deemed to be a liquidation, dissolution, or winding up, voluntary or involuntary, of the Partnership or General Partner. In making liquidating distributions pursuant to any applicable provision of the Agreement, the General Partner shall take into account the provisions of this Section 5. (b) If, Subject to the rights of the holders of Partnership Securities of any series or class ranking on a parity with or senior to the Series A Preferred Units upon any such voluntary or involuntary liquidation, dissolution dissolution, or winding up of the Partnership, after payment shall have been made in full to the available assets Series A Holders as provided in this Section 5, any class or series of Limited Partnership Interest ranking junior to the Partnership are insufficient to pay the full amount of the Liquidating Distributions on all outstanding Series A Preferred Units shall, subject to any respective terms and the corresponding amounts payable on provisions applying thereto, be entitled to receive any and all outstanding Parity Unitsassets remaining to be paid or distributed, then the General Partner, as holder of and the Series A Preferred Units, and the holders of such Parity Units shall share ratably in any such distribution of assets in proportion to the full Liquidating Distributions to which they would otherwise be respectively entitled. (c) After payment of the full amount of the Liquidating Distributions to which it is entitled, the General Partner, as holder of the Series A Preferred Units, will have no right or claim to any of the remaining assets of the Partnership. (d) For the avoidance of doubt, the consolidation, merger or conversion of the Partnership with or into another entity, the merger of another entity with or into the Partnership, a statutory unit exchange by the Partnership or the sale, lease, transfer or conveyance of all or substantially all of the assets or business of the Partnership Holders shall not be considered a liquidation, dissolution or winding up of the Partnershipentitled to share therein.

Liquidation Preference. (a) In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Partnership, whether voluntary or involuntary, before any payment or distribution of the Partnership (whether capital, surplus or payment otherwise) shall be made to or set apart for the holders of shares of any Junior Partnership Units, the General Partner, as holder holders of the Series A 10% Cumulative Redeemable Preferred Units, Units shall be entitled to receive one thousand dollars ($1,000.00) per 10% Cumulative Redeemable Preferred Unit (the “Liquidation Preference”), plus an amount per 10% Cumulative Redeemable Preferred Unit equal to all dividends (whether or not declared or earned) accumulated, accrued and unpaid on one share of 10% Cumulative Redeemable Preferred Stock to the date of final distribution to such holders; but such holders shall not be paid, or have entitled to any further payment. Until the Partnership declare and set apart for payment, out holders of the assets of 10% Cumulative Redeemable Preferred Units have been paid the Partnership legally available for distribution, after payment or provision for payment of all debts and other liabilities of the Partnership, a liquidation preference Liquidation Preference in cash or property at fair market value, as determined by the General Partner, of $25.00 per unitfull, plus an amount equal to any accrued and unpaid distributions all dividends (whether or not declareddeclared or earned) toaccumulated, but not including, accrued and unpaid on the 10% Cumulative Redeemable Preferred Stock to the date of final distribution to such holders, no payment shall be made to any holder of Junior Partnership Units upon the liquidation, dissolution or winding up of the date the amount for payment is set apart (the “Liquidating Distributions”). (b) Partnership. If, upon any such voluntary or involuntary liquidation, dissolution or winding up of the Partnership, the available assets of the Partnership are insufficient to pay the full amount of the Liquidating Distributions on all outstanding Series A Preferred Units and the corresponding amounts payable on all outstanding Parity Units, then the General Partner, as holder of the Series A Preferred Units, and the holders of such Parity Units shall share ratably in any such distribution of assets in proportion to the full Liquidating Distributions to which they would otherwise be respectively entitled. (c) After payment of the full amount of the Liquidating Distributions to which it is entitled, the General Partner, as holder of the Series A Preferred Units, will have no right or claim to any of the remaining assets of the Partnership. (d) , or proceeds thereof, distributable among the holders of 10% Cumulative Redeemable Preferred Units shall be insufficient to pay in full the preferential amount aforesaid and liquidating payments on any Parity Partnership Units, then such assets, or the proceeds thereof, shall be distributed among the holders of 10% Cumulative Redeemable Preferred Units and any such Parity Partnership Units ratably in the same proportion as the respective amounts that would be payable on such 10% Cumulative Redeemable Preferred Units and any such other Parity Partnership Units if all amounts payable thereon were paid in full. For the avoidance purposes of doubtthis Section 4, the consolidation, (i) a consolidation or merger or conversion of the Partnership with one or into another entitymore partnerships, the merger of another entity with or into the Partnership, (ii) a statutory unit exchange by the Partnership sale or the sale, lease, transfer or conveyance of all or substantially all of the Partnership’s assets or business of the Partnership shall not be considered deemed to be a liquidation, dissolution or winding up, voluntary or involuntary, of the Partnership. (b) Upon any liquidation, dissolution or winding up of the Partnership, after payment shall have been made in full to the holders of 10% Cumulative Redeemable Preferred Units and any Parity Partnership Units, as provided in this Section 4, any other series or class or classes of Junior Partnership Units shall, subject to the respective terms thereof, be entitled to receive any and all assets remaining to be paid or distributed, and the holders of the 10% Cumulative Redeemable Preferred Units and any Parity Partnership Units shall not be entitled to share therein.

Liquidation Preference. (a) In the event of Upon any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Partnership, before any distribution or payment shall be made to the holders of shares of any Common Units or Junior Preferred Units, the General Partner, as holder holders of the Series A B Preferred Units, Units then outstanding shall be entitled to be paid, or have the Partnership declare and set apart for payment, out of the assets of the Partnership legally available for distribution, distribution to its Partners after payment or provision for payment of all debts and other liabilities of the Partnership, a liquidation preference in cash or property at fair market value, as determined by the General Partner, of $25.00 per unitSeries B Preferred Unit, plus an amount equal to any accrued and unpaid distributions (whether or not declared) to, but not including, the date of payment or the date the amount for payment liquidation preference is set apart for payment (the “Liquidating Distributions”). (b) If, If upon any such voluntary or involuntary liquidation, dissolution or winding up of the Partnership, the available assets of the Partnership are insufficient to pay the full amount of the Liquidating Distributions on all outstanding Series A B Preferred Units and the corresponding amounts payable on all outstanding Parity Preferred Units, then the General Partner, as holder of the Series A Preferred Units, and the holders of such Series B Preferred Units and Parity Preferred Units shall share ratably in any such distribution of assets in proportion to the full Liquidating Distributions to which they would otherwise be respectively entitled. (c) Upon any voluntary or involuntary liquidation, dissolution or winding up of the Partnership, after payment shall have been made in full to the holders of the Series B Preferred Units and any Parity Preferred Units, any other series or class or classes of Junior Preferred Units shall be entitled to receive any and all assets remaining to be paid or distributed, and the holders of the Series B Preferred Units and any Parity Preferred Units shall not be entitled to share therein. (d) After payment of the full amount of the Liquidating Distributions to which it is they are entitled, the General Partner, as holder holders of the Series A B Preferred Units, Units will have no right or claim to any of the remaining assets of the Partnership. (de) For the avoidance of doubt, the consolidation, consolidation or merger or conversion of the Partnership with or into another entity, the merger of another entity with or into the Partnership, a statutory unit exchange by the Partnership or the sale, lease, transfer or conveyance of all or substantially all of the assets or business of the Partnership shall not be considered a liquidation, dissolution or winding up of the affairs of the Partnership.

Liquidation Preference. (a) In the event of Upon any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Partnership, before any distribution or payment shall be made to the holders of shares of any Junior Units, the General Partner, as holder of the Series A B Preferred Units, shall be Units are entitled to be paid, or have the Partnership declare and set apart for payment, paid out of the assets of the Partnership legally available for distribution, after payment or provision for payment of all debts and other liabilities of the Partnership, distribution to its Partners a liquidation preference in cash or property at fair market value, as determined by of (x) $25 per Series B Preferred Unit (the General Partner, of $25.00 per unit“Base Liquidation Preference”), plus an amount equal to any accrued all accumulated and unpaid distributions (whether or not declared) to, but not including, the date of payment the redemption, in cash or property at its fair market value as determined by the date the amount for payment General Partner before any distribution of assets is set apart (the “Liquidating Distributions”)made to Common Units or Junior Preferred Units. (b) If, If upon any such voluntary or involuntary liquidation, dissolution or winding up of the Partnership, the available assets of the Partnership are Partnership, or proceeds thereof, distributable among the holders of Series B Preferred Units shall be insufficient to pay in full the full above described preferential amount and liquidating payments on any other class or series of Parity Preferred Units, then such assets, or the Liquidating Distributions on all outstanding proceeds thereof, shall be distributed among the holders of Series A B Preferred Units and any such other Parity Preferred Units ratably in the corresponding same proportion as the respective amounts that would be payable on such Series B Preferred Units and any such other Parity Preferred Units if all amounts payable on all outstanding Parity Unitsthereon were paid in full. (c) Upon any liquidation, then dissolution or winding up of the General PartnerPartnership, as holder after payment shall have been made in full to the holders of the Series A B Preferred Units and any Parity Preferred Units, any other series or class or classes of Junior Preferred Units shall be entitled to receive any and all assets remaining to be paid or distributed, and the holders of such the Series B Preferred Units and any Parity Preferred Units shall not be entitled to share ratably in any such distribution of assets in proportion to the full Liquidating Distributions to which they would otherwise be respectively entitled. (c) After payment of the full amount of the Liquidating Distributions to which it is entitled, the General Partner, as holder of the Series A Preferred Units, will have no right or claim to any of the remaining assets of the Partnershiptherein. (d) For the avoidance None of doubt, the consolidation, a consolidation or merger or conversion of the Partnership with or into another entity, the a merger of another entity with or into the Partnership, or a statutory unit exchange by the Partnership or the sale, lease, transfer lease or conveyance of all or substantially all of the assets Partnership’s property or business of the Partnership shall not be considered a liquidation, dissolution or winding up of the affairs of the Partnership.

Liquidation Preference. (a) In the event of Upon any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Partnership, before any distribution or payment shall be made to the holders of shares of any Junior Units, the General Partner, as holder of the Series A Preferred Units, shall be Units are entitled to be paid, or have the Partnership declare and set apart for payment, paid out of the assets of the Partnership legally available for distribution, after payment or provision for payment of all debts and other liabilities of the Partnership, distribution to its Partners a liquidation preference in cash or property at fair market value, as determined by of (x) $25 per Series A Preferred Unit (the General Partner, of $25.00 per unit“Series A Base Liquidation Preference”), plus an amount equal to any accrued all accumulated and unpaid distributions (whether or not declared) to, but not including, the date of payment the redemption, in cash or property at its fair market value as determined by the date the amount for payment General Partner before any distribution of assets is set apart (the “Liquidating Distributions”)made to Common Units or Junior Preferred Units. (b) If, If upon any such voluntary or involuntary liquidation, dissolution or winding up of the Partnership, the available assets of the Partnership are Partnership, or proceeds thereof, distributable among the holders of Series A Preferred Units shall be insufficient to pay in full the full above described preferential amount and liquidating payments on any other class or series of Parity Preferred Units, then such assets, or the Liquidating Distributions on all outstanding proceeds thereof, shall be distributed among the holders of Series A Preferred Units and any such other Parity Preferred Units ratably in the corresponding same proportion as the respective amounts that would be payable on such Series A Preferred Units and any such other Parity Preferred Units if all amounts payable on all outstanding Parity Unitsthereon were paid in full. (c) Upon any liquidation, then dissolution or winding up of the General PartnerPartnership, as holder after payment shall have been made in full to the holders of the Series A Preferred Units and any Parity Preferred Units, any other series or class or classes of Junior Preferred Units shall be entitled to receive any and all assets remaining to be paid or distributed, and the holders of such Parity Units shall share ratably in any such distribution of assets in proportion to the full Liquidating Distributions to which they would otherwise be respectively entitled. (c) After payment of the full amount of the Liquidating Distributions to which it is entitled, the General Partner, as holder of the Series A Preferred Units, will have no right or claim Units and any Parity Preferred Units shall not be entitled to any of the remaining assets of the Partnershipshare therein. (d) For the avoidance None of doubt, the consolidation, a consolidation or merger or conversion of the Partnership with or into another entity, the a merger of another entity with or into the Partnership, or a statutory unit exchange by the Partnership or the sale, lease, transfer lease or conveyance of all or substantially all of the assets Partnership’s property or business of the Partnership shall not be considered a liquidation, dissolution or winding up of the affairs of the Partnership.

Liquidation Preference. (a) A. In the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Partnership (a “Liquidation”), each of the holders of the then outstanding Series A Preferred Units shall be entitled to be paid out of the Partnership, ’s assets available for distribution to its Partners before any payment or distribution of the Partnership’s assets (whether capital or payment surplus) shall be made to or set apart for the holders of shares Junior Units an amount in cash per Series A Preferred Unit equal to the greater of any Junior Units(i) the sum of (A) the Series A Liquidation Preference plus (B) all unpaid cumulated and accrued Distributions on such Series A Preferred Unit, and (ii) an amount equal to the amount the holder of such Series A Preferred Unit would have received upon a Liquidation had such Series A Preferred Unit been converted into Common Units immediately prior to such Liquidation (such greater amount, the General Partner“Series A Liquidation Payment Amount”). If the Partnership’s assets available for distribution to the holders of Series A Preferred Units and Parity Units shall be insufficient to permit payment in full to such holders of the sums which such holders are entitled to receive in a Liquidation, as holder then all of the assets available for distribution to the holders of Series A Preferred Units and Parity Units shall be distributed among and paid to such holders ratably in proportion to the amounts that would be payable to such holders if such assets were sufficient to permit payment in full. After payment in full of the Series A Liquidation Payment Amount, the holders of the Series A Preferred Units, shall Units will not be entitled to be paid, or have any further participation in any distribution of assets by the Partnership declare and set apart for payment, out of the assets of the Partnership legally available for distributionPartnership. B. Upon any such Liquidation, after payment or provision for payment the holders of all debts and other liabilities of the Partnership, a liquidation preference in cash or property at fair market value, as determined by the General Partner, of $25.00 per unit, plus an amount equal to any accrued and unpaid distributions (whether or not declared) to, but not including, the date of payment or the date the amount for payment is set apart (the “Liquidating Distributions”). (b) If, upon any such voluntary or involuntary liquidation, dissolution or winding up of the Partnership, the available assets of the Partnership are insufficient to pay the full amount of the Liquidating Distributions on all outstanding Series A Preferred Units and the corresponding amounts payable on all outstanding Parity Units, then the General Partner, as holder of the Series A Preferred Units, and the holders of such Parity Units shall share ratably have been paid in any such distribution of assets full in proportion to the full Liquidating Distributions to which they would otherwise be respectively entitled. (caccordance with Section 3(A) After payment of the full amount of the Liquidating Distributions to which it is entitledabove, the General Partner, as holder of the Series A Preferred Units, will have no right or claim to any of the remaining assets of the PartnershipPartnership shall be distributed to the holders of the Junior Units. (d) C. For the avoidance purposes of doubtthis Section 3, neither (i) the consolidation, merger or conversion of the Partnership with or into another entity, the merger of another entity with or into the Partnership, a statutory unit exchange by the Partnership or the voluntary sale, lease, conveyance, exchange or transfer (for cash, shares, securities or conveyance other consideration) of all or substantially all of the Partnership’s property or assets nor (ii) the merger or other business combination of the Partnership with one or more Persons shall not be considered deemed to be a liquidation, dissolution or winding up of the PartnershipLiquidation.

Liquidation Preference. (a) In the event of Upon any voluntary or involuntary liquidation, dissolution or winding up of the Partnership, before any distribution allocation of income or payment gain by the Partnership shall be made to or set apart for the holders of shares of any Junior Partnership Units, to the General Partnerextent possible, as holder the holders of the Series A Preferred Units, Units shall be entitled to be paid, or have the Partnership declare allocated income and set apart for payment, out of the assets of the Partnership legally available for distribution, after payment or provision for payment of all debts and other liabilities of the Partnership, gain to effectively enable them to receive a liquidation preference in cash or property at fair market value, as determined by (the General Partner, "Liquidation Preference") of (i) $25.00 25 per unitPreferred Unit, plus an amount equal to any (ii) accumulated, accrued and unpaid distributions (whether or not earned or declared) to, but not including, to the date of final distribution to such holders; but such holders shall not be entitled to any further payment or allocation. Until all holders of the date Preferred Units have been paid the amount for payment is set apart (Liquidation Preference in full, no allocation of income or gain will be made to any holder of Junior Units upon the “Liquidating Distributions”)liquidation, dissolution or winding up of the Partnership. (b) If, upon any liquidation, dissolution or winding up of the Partnership, the assets of the Partnership, or proceeds thereof, distributable among the holders of Preferred Partnership Units shall be insufficient to pay in full the Liquidation Preference and liquidating payments on any Parity Partnership Units, then following certain allocations made by the Partnership, such assets, or the proceeds thereof, shall be distributed among the holders of Preferred Units and any such Parity Partnership Units ratably in the same proportion as the respective amounts that would be payable on such Preferred Units and any such Parity Partnership Units if all amounts payable thereon were paid in full. (c) A voluntary or involuntary liquidation, dissolution or winding up of the Partnership, the available assets of the Partnership are insufficient to pay the full amount of the Liquidating Distributions on all outstanding Series A Preferred Units and the corresponding amounts payable on all outstanding Parity Units, then the General Partner, as holder of the Series A Preferred Units, and the holders of such Parity Units shall share ratably in any such distribution of assets in proportion to the full Liquidating Distributions to which they would otherwise be respectively entitled. (c) After payment of the full amount of the Liquidating Distributions to which it is entitled, the General Partner, as holder of the Series A Preferred Units, will have no right not include a consolidation or claim to any of the remaining assets of the Partnership. (d) For the avoidance of doubt, the consolidation, merger or conversion of the Partnership with one or into another entitymore partnerships, the merger of another entity with corporations or into the Partnershipother entities, or a statutory unit exchange by the Partnership sale or the sale, lease, transfer or conveyance of all or substantially all of the assets or business of the Partnership shall not be considered a Partnership's assets. (d) Upon any liquidation, dissolution or winding up of the Partnership, after all allocations shall have been made in full to the holders of Preferred Units and any Parity Partnership Units to enable them to receive their respective liquidation preferences, any Junior Partnership Units shall be entitled to receive any and all assets remaining to be paid or distributed, and the holders of the Preferred Units and any Parity Partnership Units shall not be entitled to share therein.

Liquidation Preference. (ai) In the event of any voluntary or involuntary liquidation, dissolution or winding up of the PartnershipPartnership or the General Partner, whether voluntary or involuntary, before any payment or distribution or payment of the assets of the Partnership shall be made to or set apart for the holders of shares of any Junior Units, the General Partner, in its capacity as the holder of the Series A D Preferred Units, shall be entitled to be paid, or have receive Twenty-Five Dollars ($25.00) per Series D Preferred Unit (the Partnership declare and set apart for payment, out of the assets of the Partnership legally available for distribution, after payment or provision for payment of all debts and other liabilities of the Partnership, a liquidation preference in cash or property at fair market value, as determined by the General Partner, of $25.00 per unit, “Liquidation Preference”) plus an amount equal to any accrued and unpaid all distributions (whether or not earned or declared) to, but not including, accrued and unpaid thereon to the date of payment or final distribution to the date General Partner, in its capacity as such holder; but the amount for payment is set apart (General Partner, in its capacity as the “Liquidating Distributions”). (b) holder of Series D Preferred Units, shall not be entitled to any further payment. If, upon any such voluntary or involuntary liquidation, dissolution or winding up of the Partnership, the available assets of the Partnership are insufficient to pay the full amount of the Liquidating Distributions on all outstanding Series A Preferred Units and the corresponding amounts payable on all outstanding Parity Units, then or the General Partner, the assets of the Partnership, or proceeds thereof, distributable to the General Partner, in its capacity as the holder of Series D Preferred Units, shall be insufficient to pay in full the preferential amount aforesaid and liquidating payments on any other units of the Partnership ranking on a parity with the Series A D Preferred Units as to such distribution, then such assets, or the proceeds thereof, shall be distributed among the General Partner, in its capacity as the holder of such Series D Preferred Units, and the holders of any such Parity Units shall share other units ratably in accordance with the respective amounts that would be payable on such Series D Preferred Units and any such distribution of assets other units if all amounts payable thereon were paid in proportion to the full Liquidating Distributions to which they would otherwise be respectively entitled. (c) After payment of the full amount of the Liquidating Distributions to which it is entitled, the General Partner, as holder of the Series A Preferred Units, will have no right or claim to any of the remaining assets of the Partnership. (d) full. For the avoidance purposes of doubtthis Section C, the consolidation, (i) a consolidation or merger or conversion of the Partnership or the General Partner with one or into another entitymore entities, the merger of another entity with or into the Partnership, (ii) a statutory unit share exchange by the Partnership or the sale, lease, General Partner and (iii) a sale or transfer or conveyance of all or substantially all of the assets Partnership’s or business the General Partner’s assets, shall not be deemed to be a liquidation, dissolution or winding up, voluntary or involuntary, of the Partnership shall not be considered or General Partner. (ii) Subject to the rights of the holders of Partnership Units of any series or class or classes of shares ranking on a parity with or prior to the Series D Preferred Units upon any liquidation, dissolution or winding up of the General Partner or the Partnership, after payment shall have been made in full to the General Partner, in its capacity as the holder of the Series D Preferred Units, as provided in this Section, any series or class or classes of Junior Units shall, subject to any respective terms and provisions applying thereto, be entitled to receive any and all assets remaining to be paid or distributed, and the General Partner, in its capacity as the holder of the Series D Preferred Units, shall not be entitled to share therein.

Liquidation Preference. (a) In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Partnership, whether voluntary or involuntary, before any payment or distribution of the Partnership (whether capital, surplus or payment otherwise) shall be made to or set apart for the holder of Junior Partnership Units, the holders of shares of any Junior Units, the General Partner, as holder of the Series A C Partnership Preferred Units, Units shall be entitled to be paid, or have receive the greater of: (x) Twenty-Five Dollars($25.00) per Series C Partnership declare and set apart for payment, out of the assets of the Partnership legally available for distribution, after payment or provision for payment of all debts and other liabilities of the Partnership, a liquidation preference in cash or property at fair market value, as determined by the General Partner, of $25.00 per unitUnit, plus an amount per Series C Partnership Preferred Unit equal to any accrued and unpaid distributions all dividends (whether or not declared) toaccumulated, but not including, accrued and unpaid on one share of Series C Preferred Stock to the date of payment final distribution to such holders; or the date (y) the amount for payment is set apart per Series C Partnership Preferred Unit a holder would receive if such holder converted his or her Series C Partnership Preferred Units into Partnership Common Units immediately prior to such liquidation, dissolution or winding-up (the “Liquidating DistributionsLiquidation Preference”). (b) ; but such holders shall not be entitled to any further payment. Until the holders of the Series C Partnership Preferred Units have been paid the Liquidation Preference in full, no payment shall be made to any holder of Junior Partnership Units upon the liquidation, dissolution or winding up of the Partnership. If, upon any such voluntary or involuntary liquidation, dissolution or winding up of the Partnership, the available assets of the Partnership are insufficient to pay the full amount of the Liquidating Distributions on all outstanding Series A Preferred Units and the corresponding amounts payable on all outstanding Parity Units, then the General Partner, as holder of the Series A Preferred Units, and the holders of such Parity Units shall share ratably in any such distribution of assets in proportion to the full Liquidating Distributions to which they would otherwise be respectively entitled. (c) After payment of the full amount of the Liquidating Distributions to which it is entitled, the General Partner, as holder of the Series A Preferred Units, will have no right or claim to any of the remaining assets of the Partnership, or proceeds thereof, distributable among the holders of Series C Partnership Preferred Units shall be insufficient to pay in full the preferential amount aforesaid and liquidating payments on any Parity Partnership Units, then such assets, or the proceeds thereof, shall be distributed among the holders of Series C Partnership Preferred Units and any such Parity Partnership Units ratably in the same proportion as the respective amounts that would be payable on such Series C Partnership Preferred Units and any such other Parity Partnership Units if all amounts payable thereon were paid in full. For the purposes of this Section 4, the occurrence of an event described in paragraph (ii) of the definition of Change of Control shall be deemed a liquidation, dissolution or winding up, voluntary or involuntary, of the Partnership, unless waived in writing by a majority in interest of the holders of the Series C Partnership Preferred Units. (db) For the avoidance of doubt, the consolidation, merger or conversion of the Partnership with or into another entity, the merger of another entity with or into the Partnership, a statutory unit exchange by the Partnership or the sale, lease, transfer or conveyance of all or substantially all of the assets or business of the Partnership shall not be considered a Upon any liquidation, dissolution or winding up of the Partnership, after payment shall have been made in full to the holders of Series C Partnership Preferred Units and any Parity Partnership Units, as provided in this Section 4, any other series or class or classes of Junior Partnership Units shall, subject to the respective terms thereof, be entitled to receive any and all assets remaining to be paid or distributed, and the holders of the Series C Partnership Preferred Units and any Parity Partnership Units shall not be entitled to share therein.

Liquidation Preference. (a) In the event of Upon any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Partnership, before any distribution or payment shall be made to the holders of shares of any Junior Units, the General Partner, as holder of the Series A Preferred Units, shall be Units are entitled to be paid, or have the Partnership declare and set apart for payment, paid out of the assets of the Partnership legally available for distributiondistribution to its partners, after payment of or provision for payment of all the Partnership’s debts and other liabilities of the Partnershipliabilities, a liquidation preference in cash or property at fair market value, as determined by the General Partner, of $25.00 per unitSeries A Preferred Unit (the “Base Liquidation Preference”), plus an amount equal to any accrued and unpaid distributions (whether or not declaredauthorized or declared by the General Partner) to, but not including, thereon to and including the date of payment or payment, but without interest, before any distribution of assets is made to holders of Junior Units. If the date assets of the Partnership legally available for distribution to partners are insufficient to pay in full the liquidation preference on the Series A Preferred Units and the liquidation preference on any Parity Preferred Units, all assets distributed to the holders of the Series A Preferred Units and any Parity Preferred Units shall be distributed pro rata so that the amount for payment is set apart (of assets distributed per Series A Preferred Units and such Parity Preferred Units shall in all cases bear to each other the “Liquidating Distributions”). (b) If, upon same ratio that the liquidation preference per Series A Preferred Unit and such Parity Preferred Units bear to each other. Written notice of any distribution in connection with any such voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Partnership, stating the available assets of the Partnership are insufficient to pay the full amount of the Liquidating Distributions on all outstanding Series A Preferred Units payment date or dates when, and the corresponding place or places where, the amounts payable on all outstanding Parity Unitsdistributable in such circumstances shall be payable, then shall be given by first class mail, postage pre-paid, not less than 30 nor more than 60 days prior to the General Partnerpayment date stated therein, as to each record holder of the Series A Preferred Units, and Units at the holders respective addresses of such Parity Units holders as the same shall share ratably in any such distribution appear on the records of assets in proportion to the full Liquidating Distributions to which they would otherwise be respectively entitled. (c) Partnership. After payment of the full amount of the Liquidating Distributions liquidating distributions to which it is they are entitled, the General Partner, as holder holders of the Series A Preferred Units, Units will have no right or claim to any of the remaining assets of the Partnership. (d) For the avoidance of doubt, the consolidation, . The consolidation or merger or conversion of the Partnership with or into another entity, the a merger of another entity with or into the Partnership, a statutory unit exchange by the Partnership or the a sale, lease, transfer or conveyance of all or substantially all of the assets Partnership’s property or business of the Partnership shall not be considered deemed to constitute a liquidation, dissolution or winding up of the affairs of the Partnership...

Liquidation Preference. (a) In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Partnership, whether voluntary or involuntary, before any payment or distribution or payment shall be made to the holders of shares of any Junior Units, the General Partner, as holder of the Series A Preferred Units, shall be entitled to be paid, or have the Partnership declare and set apart for payment, out of the assets of the Partnership legally available (whether capital or surplus) shall be made to or set apart for distributionthe holders of Junior Units, after payment or provision for payment of all debts and other liabilities the holders of the Partnership, a liquidation preference in cash or property at fair market value, as determined by the General Partner, of Series A Preferred Units shall be entitled to receive twenty-five Dollars ($25.00 25.00) per unit, Series A Preferred Unit plus an amount equal to any accrued and unpaid all distributions (whether or not earned or declared) to, but not including, accrued and unpaid thereon to the date of payment or the date the amount for payment is set apart (the “Liquidating Distributions”). (b) final distribution to such holders, but such holders shall not be entitled to any further payment. If, upon any such voluntary or involuntary liquidation, dissolution or winding up of the Partnership, the available assets of the Partnership are Partnership, or proceeds thereof, distributable among the holders of the Series A Preferred Units shall be insufficient to pay in full the full preferential amount aforesaid and liquidating payments on any other class or series of Parity Units, then such assets, or the proceeds thereof, shall be distributed among the holders of the Liquidating Distributions on all outstanding Series A Preferred Units and any such other Parity Units ratably in accordance with the corresponding respective amounts that would be payable on all outstanding Parity Units, then the General Partner, as holder of the such Series A Preferred Units, Units and the holders of any such other Parity Units shall share ratably if all amounts payable thereon were paid in any such distribution of assets in proportion to the full Liquidating Distributions to which they would otherwise be respectively entitled. (c) After payment of the full amount of the Liquidating Distributions to which it is entitled, the General Partner, as holder of the Series A Preferred Units, will have no right or claim to any of the remaining assets of the Partnership. (d) full. For the avoidance purposes of doubtthis Section 3.3, the consolidation, (i) a consolidation or merger or conversion of the Partnership with one or into another entitymore Persons, the merger of another entity with (ii) a sale or into the Partnership, a statutory unit exchange by the Partnership or the sale, lease, transfer or conveyance of all or substantially all of the assets or business of the Partnership Partnership, or (iii) a statutory exchange of units shall not be considered deemed to be a liquidation, dissolution or winding up up, voluntary or involuntary, of the Partnership. (b) Subject to the rights of the holders of any series or class or classes of Parity Units, after payment shall have been made in full to the holders of the Series A Preferred Units, as provided in this Section 3.3, any other series or class or classes of Junior Units shall, subject to the respective terms and provisions (if any) applying thereto, be entitled to receive any and all assets remaining to be paid or distributed, and the holders of the Series A Preferred Units shall not be entitled to share therein.

Liquidation Preference. (a) In the event of any voluntary or involuntary liquidation, dissolution dissolution, or winding up of the Partnership, whether voluntary or involuntary, before any payment or distribution or payment shall be made to the holders of shares of any Junior Units, the General Partner, as holder of the Series A Preferred Units, shall be entitled to be paid, or have the Partnership declare and set apart for payment, out of the assets of the Partnership legally available shall be made to or set apart for distributionthe holders of any other class or series of Limited Partnership Interest ranking junior to the Series A-1 Preferred Units, after payment or provision for payment of all debts and other liabilities of the Partnership, a liquidation preference in cash or property at fair market value, as determined by Series A-1 Holders shall be entitled to receive the General Partner, of $25.00 per unitSeries A-1 Liquidation Preference, plus an amount equal to any accrued all distributions declared and unpaid distributions (whether or not declared) to, but not including, thereon to the date of payment final distribution. If, upon any such liquidation, dissolution, or winding up of the Partnership the assets of the Partnership, or proceeds thereof, distributable to the Series A-1 Holders shall be insufficient to pay in full the preferential amount aforesaid as liquidating payments on any other Partnership Securities ranking on a parity with the Series A-1 Preferred Units as to such distribution, then such assets, or the date proceeds thereof, shall be distributed among the amount for payment is set apart Series A-1 Preferred Units and the holders of any such other Partnership Securities ratably in accordance with the respective amounts that would be payable on such Series A-1 Preferred Units and any such other Partnership Securities if all amounts payable thereon were paid in full. For the purposes of this Section 5, (i) a consolidation or merger of the “Liquidating Distributions”)Partnership or General Partner with one or more entities, (ii) a statutory unit or share exchange by the Partnership or General Partner, and (iii) a sale or transfer of all or substantially all of the Partnership’s or General Partner’s assets shall not be deemed to be a liquidation, dissolution, or winding up, voluntary or involuntary, of the Partnership or General Partner. In making liquidating distributions pursuant to any applicable provision of the Agreement, the General Partner shall take into account the provisions of this Section 5. (b) If, Subject to the rights of the holders of Partnership Securities of any series or class ranking on a parity with or senior to the Series A-1 Preferred Units upon any such voluntary or involuntary liquidation, dissolution dissolution, or winding up of the Partnership, after payment shall have been made in full to the available assets Series A-1 Holders as provided in this Section 5, any class or series of Limited Partnership Interest ranking junior to the Partnership are insufficient to pay the full amount of the Liquidating Distributions on all outstanding Series A A-1 Preferred Units shall, subject to any respective terms and the corresponding amounts payable on provisions applying thereto, be entitled to receive any and all outstanding Parity Units, then the General Partner, as holder of the Series A Preferred Unitsassets remaining to be paid or distributed, and the holders of such Parity Units shall share ratably in any such distribution of assets in proportion to the full Liquidating Distributions to which they would otherwise be respectively entitled. (c) After payment of the full amount of the Liquidating Distributions to which it is entitled, the General Partner, as holder of the Series A Preferred Units, will have no right or claim to any of the remaining assets of the Partnership. (d) For the avoidance of doubt, the consolidation, merger or conversion of the Partnership with or into another entity, the merger of another entity with or into the Partnership, a statutory unit exchange by the Partnership or the sale, lease, transfer or conveyance of all or substantially all of the assets or business of the Partnership A-1 Holders shall not be considered a liquidation, dissolution or winding up of the Partnershipentitled to share therein.

Liquidation Preference. (a) Each 7.50% Cumulative Redeemable Preferred Unit shall be entitled to a liquidation preference of $100.00 per 7.50% Cumulative Redeemable Preferred Unit (“Liquidation Preference”). (b) In the event of any voluntary or involuntary liquidation, dissolution or winding up of the PartnershipOperating Partnership pursuant to Article VIII of the Partnership Agreement, the holders of 7.50% Cumulative Redeemable Preferred Units then outstanding shall be entitled to be paid out of the assets of the Operating Partnership available for distribution, after and subject to the payment in full of all amounts required to be distributed to the holders of Senior Units, but before any distribution or payment shall be made to the holders of shares of any Junior Units, an amount equal to the General Partner, as holder aggregate Liquidation Preference of the Series A 7.50% Cumulative Redeemable Preferred Units, shall be entitled to be paid, or have the Partnership declare and set apart for payment, out of the assets of the Partnership legally available for distribution, after payment or provision for payment of all debts and other liabilities of the Partnership, a liquidation preference in cash or property at fair market value, as determined Units held by the General Partner, of $25.00 per unitsuch holder, plus an amount equal to any accrued and unpaid distributions (whether or not declared) tothereon, but not including, the date of payment or the date the amount for payment is set apart (the “Liquidating Distributions”). (b) If, if any. If upon any such voluntary or involuntary liquidation, dissolution or winding up of the Partnership, Operating Partnership the available remaining assets of the Operating Partnership are available for the distribution after payment in full of amounts required to be paid or distributed to holders of Senior Units shall be insufficient to pay the holders of the 7.50% Cumulative Redeemable Preferred Units the full amount to which they shall be entitled, the holders of the Liquidating Distributions on all outstanding Series A Preferred Units and the corresponding amounts payable on all outstanding Parity Units, then the General Partner, as holder of the Series A 7.50% Cumulative Redeemable Preferred Units, and the holders of such any series of Parity Units Units, shall share ratably with other holders of Parity Units in any such distribution of the remaining assets and funds of the Operating Partnership in proportion to the respective amounts which would otherwise be payable in respect to the Parity Units held by each of the said holders upon such distribution if all amounts payable on or with respect to said Parity Units were paid in full. After payment in full Liquidating Distributions of the Liquidation Preference and accumulated and unpaid distributions to which they would otherwise be respectively entitled. (c) After payment of the full amount of the Liquidating Distributions to which it is are entitled, the General Partner, as holder holders of 7.50% Cumulative Redeemable Preferred Units shall not be entitled to any further participation in any distribution of the Series A Preferred Units, will have no right or claim to any of the remaining assets of the Operating Partnership. (d) For the avoidance of doubt, the consolidation, merger or conversion of the Partnership with or into another entity, the merger of another entity with or into the Partnership, a statutory unit exchange by the Partnership or the sale, lease, transfer or conveyance of all or substantially all of the assets or business of the Partnership shall not be considered a liquidation, dissolution or winding up of the Partnership.

Liquidation Preference. (a1) In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Partnership, whether voluntary or involuntary, before any payment or distribution of the Partnership (whether capital, surplus or payment otherwise) shall be made to or set apart for the holders of shares of any Junior Partnership Units, the General Partner, as holder holders of the Series A Class H Partnership Preferred Units, Units shall be entitled to receive Twenty Five Dollars ($25) per Class H Partnership Preferred Unit (the "Liquidation Preference"), plus an amount per Class H Partnership Preferred Unit equal to all dividends (whether or not declared or earned) accumulated, accrued and unpaid on one share of Class H Preferred Stock to the date of final distribution to such holders; but such holders shall not be paid, or have entitled to any further payment. Until the Partnership declare and set apart for payment, out holders of the assets of Class H Partnership Preferred Units have been paid the Partnership legally available for distribution, after payment or provision for payment of all debts and other liabilities of the Partnership, a liquidation preference Liquidation Preference in cash or property at fair market value, as determined by the General Partner, of $25.00 per unitfull, plus an amount equal to any accrued and unpaid distributions all dividends (whether or not declareddeclared or earned) toaccumulated, but not including, accrued and unpaid on the Class H Preferred Stock to the date of final distribution to such holders, no payment shall be made to any holder of Junior Partnership Units upon the liquidation, dissolution or winding up of the date the amount for payment is set apart (the “Liquidating Distributions”). (b) Partnership. If, upon any such voluntary or involuntary liquidation, dissolution or winding up of the Partnership, the available assets of the Partnership are insufficient to pay the full amount of the Liquidating Distributions on all outstanding Series A Preferred Units and the corresponding amounts payable on all outstanding Parity Units, then the General Partner, as holder of the Series A Preferred Units, and the holders of such Parity Units shall share ratably in any such distribution of assets in proportion to the full Liquidating Distributions to which they would otherwise be respectively entitled. (c) After payment of the full amount of the Liquidating Distributions to which it is entitled, the General Partner, as holder of the Series A Preferred Units, will have no right or claim to any of the remaining assets of the Partnership. (d) , or proceeds thereof, distributable among the holders of Class H Partnership Preferred Units shall be insufficient to pay in full the preferential amount aforesaid and liquidating payments on any Parity Partnership Units, then such assets, or the proceeds thereof, shall be distributed among the holders of Class H Partnership Preferred Units and any such Parity Partnership Units ratably in the same proportion as the respective amounts that would be payable on such Class H Partnership Preferred Units and any such other Parity Partnership Units if all amounts payable thereon were paid in full. For the avoidance purposes of doubtthis Section 4, the consolidation, (i) a consolidation or merger or conversion of the Partnership with one or into another entitymore partnerships, the merger of another entity with or into the Partnership, (ii) a statutory unit exchange by the Partnership sale or the sale, lease, transfer or conveyance of all or substantially all of the Partnership's assets or business of the Partnership shall not be considered deemed to be a liquidation, dissolution or winding up, voluntary or involuntary, of the Partnership. (2) Upon any liquidation, dissolution or winding up of the Partnership, after payment shall have been made in full to the holders of Class H Partnership Preferred Units and any Parity Partnership Units, as provided in this Section 4, any other series or class or classes of Junior Partnership Units shall, subject to the respective terms thereof, be entitled to receive any and all assets remaining to be paid or distributed, and the holders of the Class H Partnership Preferred Units and any Parity Partnership Units shall not be entitled to share therein.

Liquidation Preference. (aA) In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Partnership, whether voluntary or involuntary, before any payment or distribution or payment of the assets of the Partnership shall be made to or set apart for the holders of shares of any Junior Units, the General Partner, in its capacity as holder of the Series A C Preferred Units, shall be entitled to be paid, or have the Partnership declare and set apart for payment, out sum of (i) $100,000 per Series C Preferred Unit (the assets of the Partnership legally available for distribution, after payment or provision for payment of all debts and other liabilities of the Partnership, a liquidation preference in cash or property at fair market value, as determined by the General Partner, of $25.00 per unit, "SERIES C LIQUIDATION PREFERENCE") plus (ii) an amount equal to any accrued and unpaid all distributions (whether or not earned or declared) toaccumulated, but not including, accrued and unpaid thereon to the date of final distribution to the General Partner, in its capacity as such holder; but the General Partner, in its capacity as the holder of Series C Preferred Units shall not be entitled to any further payment. Until the holders of Series C Preferred Units have been paid, the Series C Liquidation Preference in full, no payment will be made to any holder of Junior Units upon the liquidation, dissolution, or winding up of the date the amount for payment is set apart (the “Liquidating Distributions”). (b) General Partner. If, upon any such voluntary or involuntary liquidation, dissolution or winding up of the Partnership, the available assets of the Partnership are Partnership, or proceeds thereof, distributable to the General Partner, in its capacity as the holder of Series C Preferred Units, shall be insufficient to pay in full the full preferential amount aforesaid and liquidating payments on any other class or series of the Liquidating Distributions on all outstanding Series A Preferred Units and the corresponding amounts payable on all outstanding Parity Units, then such assets, or the proceeds thereof, shall be distributed among the General Partner, in its capacity as the holder of the such Series A C Preferred Units, and the holders of such other Parity Units shall share ratably in any accordance with the respective amounts that would be payable on such distribution of assets Series C Preferred Units and such other Parity Units if all amounts payable thereon were paid in proportion to the full Liquidating Distributions to which they would otherwise be respectively entitled. (c) After payment of the full amount of the Liquidating Distributions to which it is entitled, the General Partner, as holder of the Series A Preferred Units, will have no right or claim to any of the remaining assets of the Partnership. (d) full. For the avoidance purposes of doubtthis Section 3, the consolidation, (x) a consolidation or merger or conversion of the Partnership with one or into another entitymore partnerships, the merger of another entity with limited liability companies, corporations, real estate investment trusts or into the Partnership, other entities and (y) a statutory unit exchange by the Partnership or the sale, lease, transfer lease or conveyance of all or substantially all of the assets Partnership's property or business of the Partnership shall not be considered deemed to be a liquidation, dissolution or winding up, voluntary or involuntary, of the Partnership. (B) Subject to the rights of the holders of Partnership Units of any series or class or classes of shares of capital stock ranking on a parity with or prior to the Series C Preferred Units upon any liquidation, dissolution or winding up of the Partnership, after payment shall have been made in full to the General Partner, in its capacity as the holder of the Series C Preferred Units, as provided in this Section 3, any other series or class or classes of Junior Units shall, subject to any respective terms and provisions applying thereto, be entitled to receive any and all assets remaining to be paid or distributed, and the General Partner, in its capacity as the holder of the Series C Preferred Units, shall not be entitled to share therein.

Liquidation Preference. (a) In the event of Upon any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Partnership, before any distribution or payment shall be made to the holders of shares of any Junior Units, the General Partner, as holder of the Series A Preferred Units, shall be Units are entitled to be paid, or have the Partnership declare and set apart for payment, paid out of the assets of the Partnership legally available for distribution, after payment or provision for payment of all debts and other liabilities of the Partnership, distribution to its Partners a liquidation preference in cash or property at fair market value, as determined by of (x) $25 per Series A Preferred Unit (the General Partner, of $25.00 per unit“Base Liquidation Preference”), plus an amount equal to any accrued all accumulated and unpaid distributions (whether or not declared) to, but not including, the date of payment the redemption, in cash or property at its fair market value as determined by the date the amount for payment General Partner before any distribution of assets is set apart (the “Liquidating Distributions”)made to Common Units or Junior Preferred Units. (b) If, If upon any such voluntary or involuntary liquidation, dissolution or winding up of the Partnership, the available assets of the Partnership are Partnership, or proceeds thereof, distributable among the holders of Series A Preferred Units shall be insufficient to pay in full the full above described preferential amount and liquidating payments on any other class or series of Parity Preferred Units, then such assets, or the Liquidating Distributions on all outstanding proceeds thereof, shall be distributed among the holders of Series A Preferred Units and any such other Parity Preferred Units ratably in the corresponding same proportion as the respective amounts that would be payable on such Series A Preferred Units and any such other Parity Preferred Units if all amounts payable on all outstanding Parity Unitsthereon were paid in full. (c) Upon any liquidation, then dissolution or winding up of the General PartnerPartnership, as holder after payment shall have been made in full to the holders of the Series A Preferred Units and any Parity Preferred Units, any other series or class or classes of Junior Preferred Units shall be entitled to receive any and all assets remaining to be paid or distributed, and the holders of such Parity Units shall share ratably in any such distribution of assets in proportion to the full Liquidating Distributions to which they would otherwise be respectively entitled. (c) After payment of the full amount of the Liquidating Distributions to which it is entitled, the General Partner, as holder of the Series A Preferred Units, will have no right or claim Units and any Parity Preferred Units shall not be entitled to any of the remaining assets of the Partnershipshare therein. (d) For the avoidance None of doubt, the consolidation, a consolidation or merger or conversion of the Partnership with or into another entity, the a merger of another entity with or into the Partnership, or a statutory unit exchange by the Partnership or the sale, lease, transfer lease or conveyance of all or substantially all of the assets Partnership’s property or business of the Partnership shall not be considered a liquidation, dissolution or winding up of the affairs of the Partnership.

Liquidation Preference. (a) In the event of Upon any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Partnership, before any distribution or payment shall be made to the holders of shares of any Class A Units, Class B Units, LTIP Units, or Junior Preferred Units, the General Partner, as holder holders of the 5.000% Series A B Participating Preferred Units, Units then outstanding shall be entitled to be paid, or have the Partnership declare and set apart for payment, out of the assets of the Partnership legally available for distribution, distribution to its Partners after payment or provision for payment of all debts and other liabilities of the PartnershipPartnership and any liquidation preference owing in respect of any Senior Preferred Units, a liquidation preference in cash or property at fair market value, as determined by the General Partner, of $25.00 per unitthe sum of: (i) the Initial Liquidation Preference, plus (ii) the HPA Amount (if positive), and (iii) an amount per unit equal to any accrued and unpaid distributions (whether or not declared) to, but not includingexcluding, the date of payment or the date the amount for payment is set apart for payment (the “Liquidating DistributionsFinal Liquidation Preference”). (b) If, If upon any such voluntary or involuntary liquidation, dissolution or winding up of the Partnership, the available assets of the Partnership are insufficient to pay the full amount of the Liquidating Distributions Final Liquidation Preference on all outstanding 5.000% Series A B Participating Preferred Units and the corresponding amounts payable on all outstanding Parity Preferred Units, then the General Partner, as holder of the Series A Preferred Units, and the holders of such 5.000% Series B Participating Preferred Units and Parity Preferred Units shall share ratably in any such distribution of assets in proportion to the full Liquidating Distributions amount of the Final Liquidation Preference to which they would otherwise be respectively entitled. (c) Until September 30, 2020, the HPA Amount payable upon any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Partnership, shall be subject to a cap as provided in Section 6(e) of the Articles Supplementary. (d) Upon any voluntary or involuntary liquidation, dissolution or winding up of the Partnership, after payment shall have been made in full to the holders of the 5.000% Series B Participating Preferred Units and any Parity Preferred Units, any other series or class or classes of Junior Preferred Units shall be entitled to receive any and all assets remaining to be paid or distributed, and the holders of the 5.000% Series B Participating Preferred Units and any Parity Preferred Units shall not be entitled to share therein. (e) After payment of the full amount of the Liquidating Distributions Final Liquidation Preference to which it is they are entitled, the General Partner, as holder holders of the 5.000% Series A B Participating Preferred Units, Units will have no right or claim to any of the remaining assets of the Partnership. (df) For the avoidance of doubt, the consolidation, consolidation or merger or conversion of the Partnership with or into another entity, the merger of another entity with or into the Partnership, a statutory unit exchange by the Partnership or the sale, lease, transfer or conveyance of all or substantially all of the assets or business of the Partnership shall not be considered a liquidation, dissolution or winding up of the affairs of the Partnership. (g) Notice of liquidation, dissolution or winding up of the Partnership shall be consistent with the notice procedures set forth in Section 5(d) of the Articles Supplementary.

Liquidation Preference. (a) In the event of Upon any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Partnership, before any distribution or payment shall be made to the holders of shares of any Junior Units, the General Partner, as holder of the Series A B Preferred Units, shall be Units are entitled to be paid, or have the Partnership declare and set apart for payment, paid out of the assets of the Partnership legally available for distributiondistribution to its Partners, after payment of or provision for payment of all debts the Partnership’s Debts and other liabilities of the Partnershipliabilities, a liquidation preference in cash or property at fair market value, as determined by the General Partner, of $25.00 per unitunit (subject to appropriate adjustment in the event of a unit distribution, unit split, combination or other similar recapitalization with respect to the Series B Preferred Units) (the “Base Liquidation Preference”), plus an amount equal to any accrued and unpaid distributions (whether or not authorized or declared) to, but not including, thereon to and including the date of payment or payment, but without interest, before any distribution of assets is made to holders of Junior Units. If the date assets of the Partnership legally available for distribution to Partners are insufficient to pay in full the liquidation preference on the Series B Preferred Units and the liquidation preference on any Parity Preferred Units, all assets distributed to the holders of the Series B Preferred Units and any Parity Preferred Units shall be distributed pro rata so that the amount for payment is set apart (of assets distributed per Series B Preferred Units and such Parity Preferred Units shall in all cases bear to each other the “Liquidating Distributions”). (b) If, upon same ratio that the liquidation preference per Series B Preferred Unit and such Parity Preferred Units bear to each other. Written notice of any distribution in connection with any such voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Partnership, stating the available assets of the Partnership are insufficient to pay the full amount of the Liquidating Distributions on all outstanding Series A Preferred Units payment date or dates when, and the corresponding place or places where, the amounts payable on all outstanding Parity Unitsdistributable in such circumstances shall be payable, then shall be given by first class mail, postage pre-paid, not less than 30 nor more than 60 days prior to the General Partnerpayment date stated therein, as to each record holder of the Series A B Preferred Units, and Units at the holders respective addresses of such Parity Units holders as the same shall share ratably in any such distribution appear on the records of assets in proportion to the full Liquidating Distributions to which they would otherwise be respectively entitled. (c) Partnership. After payment of the full amount of the Liquidating Distributions liquidating distributions to which it is they are entitled, the General Partner, as holder holders of the Series A B Preferred Units, Units will have no right or claim to any of the remaining assets of the Partnership. (d) For the avoidance of doubt, the consolidation, . The consolidation or merger or conversion of the Partnership with or into another entity, the a merger of another entity with or into the Partnership, a statutory unit exchange by the Partnership or the a sale, lease, transfer or conveyance of all or substantially all of the assets Partnership’s Properties or business of the Partnership shall not be considered deemed to constitute a liquidation, dissolution or winding up of the affairs of the Partnership.

Liquidation Preference. (aA) In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Partnership, whether voluntary or involuntary, before any payment or distribution or payment of the assets of the Partnership shall be made to or set apart for the holders of shares of any Junior Units, the General Partner, in its capacity as holder of the Series A E Preferred Units, shall be entitled to be paid, or have receive Two Thousand Five Hundred Dollars ($2,500.00) (the Partnership declare and set apart for payment, out of the assets of the Partnership legally available for distribution, after payment or provision for payment of all debts and other liabilities of the Partnership, a liquidation preference in cash or property at fair market value, as determined by the General Partner, of $25.00 “Series E Liquidation Preference”) per unit, Series E Preferred Unit plus an amount equal to any all dividends accrued and unpaid distributions (whether or not declared) to, but not including, on one Series E Preferred Share to the date of final distribution to the General Partner, in its capacity as such holder; but the General Partner, in its capacity as the holder of Series E Preferred Units, shall not be entitled to any further payment or the date the amount for payment is set apart (the “Liquidating Distributions”). (b) with respect to such Series E Preferred Units. If, upon any such voluntary or involuntary liquidation, dissolution or winding up of the Partnership, the available assets of the Partnership are Partnership, or proceeds thereof, distributable to the General Partner, in its capacity as the holder of Series E Preferred Units, shall be insufficient to pay in full the full preferential amount aforesaid and liquidating payments on any other class or series of the Liquidating Distributions on all outstanding Series A Preferred Units and the corresponding amounts payable on all outstanding Parity Units, then such assets, or the proceeds thereof, shall be distributed among the General Partner, in its capacity as the holder of the such Series A E Preferred Units, and the holders of such other Parity Units shall share ratably in any accordance with the respective amounts that would be payable on such distribution of assets Series E Preferred Units and such other Parity Units if all amounts payable thereon were paid in proportion to the full Liquidating Distributions to which they would otherwise be respectively entitled. (c) After payment of the full amount of the Liquidating Distributions to which it is entitled, the General Partner, as holder of the Series A Preferred Units, will have no right or claim to any of the remaining assets of the Partnership. (d) full. For the avoidance purposes of doubtthis Section 3, the consolidation, merger (x) a consolidation or conversion of the Partnership with or into another entity, the merger of another entity with or into the Partnership, a statutory unit exchange by the Partnership or the General Partner with one or more partnerships, limited liability companies, corporations, real estate investment trusts or other entities and (y) a sale, lease, transfer lease or conveyance of all or substantially all of the assets Partnership’s property or business of the Partnership shall not be considered deemed to be a liquidation, dissolution or winding up, voluntary or involuntary, of the Partnership. (B) Subject to the rights of the holders of Partnership Units of any series or class ranking on a parity with or prior to the Series E Preferred Units upon any liquidation, dissolution or winding up of the Partnership, after payment shall have been made in full to the General Partner, in its capacity as the holder of the Series E Preferred Units, as provided in this Section 3, any other series or class or classes of Junior Units shall, subject to any respective terms and provisions applying thereto, be entitled to receive any and all assets remaining to be paid or distributed, and the General Partner, in its capacity as the holder of the Series E Preferred Units, shall not be entitled to share therein.

Liquidation Preference. (aA) In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Partnership, whether voluntary or involuntary, before any payment or distribution or payment of the assets of the Partnership shall be made to or set apart for the holders of shares of any Junior Units, the General Partner, in its capacity as holder of the Series A B Preferred Units, shall be entitled to be paid, or have receive Twenty Eight Dollars and Fifty Cents ($28.50) (the Partnership declare and set apart for payment, out of the assets of the Partnership legally available for distribution, after payment or provision for payment of all debts and other liabilities of the Partnership, a liquidation preference in cash or property at fair market value, as determined by the General Partner, of $25.00 "Series B Liquidation PreferencE") per unit, Series B Preferred Unit plus an amount equal to any accrued and unpaid all distributions (whether or not earned or declared) toaccumulated, but not including, accrued and unpaid thereon to the date of payment or final distribution to the General Partner, in its capacity as such holder; but the General Partner, in its capacity as the holder of Series B Preferred Units shall not be entitled to any further payment; provided that the distribution payable with respect to the Distribution Period containing the date of final distribution shall be equal to the amount for payment is set apart greater of (i) the “Liquidating Distributions”). distribution provided in clause (a) of the first sentence of Section 2(A) or (ii) the distribution determined pursuant to clause (b) of the first sentence of Section 2(A) for the preceding Distribution Period. Until the holders of Series B Preferred Units have been paid, the Series B Liquidation Preference in full, no payment will be made to any holder of Junior Units upon the liquidation, dissolution, or winding up of the General Partner. If, upon any such voluntary or involuntary liquidation, dissolution or winding up of the Partnership, the available assets of the Partnership are Partnership, or proceeds thereof, distributable to the General Partner, in its capacity as the holder of Series B Preferred Units, shall be insufficient to pay in full the full preferential amount aforesaid and liquidating payments on any other class or series of the Liquidating Distributions on all outstanding Series A Preferred Units and the corresponding amounts payable on all outstanding Parity Units, then such assets, or the proceeds thereof, shall be distributed among the General Partner, in its capacity as the holder of the such Series A B Preferred Units, and the holders of such other Parity Units shall share ratably in any accordance with the respective amounts that would be payable on such distribution of assets Series B Preferred Units and such other Parity Units if all amounts payable thereon were paid in proportion to the full Liquidating Distributions to which they would otherwise be respectively entitled. (c) After payment of the full amount of the Liquidating Distributions to which it is entitled, the General Partner, as holder of the Series A Preferred Units, will have no right or claim to any of the remaining assets of the Partnership. (d) full. For the avoidance purposes of doubtthis Section 3, the consolidation, (x) a consolidation or merger or conversion of the Partnership with one or into another entitymore partnerships, the merger of another entity with limited liability companies, corporations, real estate investment trusts or into the Partnership, other entities and (y) a statutory unit exchange by the Partnership or the sale, lease, transfer lease or conveyance of all or substantially all of the assets Partnership's property or business of the Partnership shall not be considered deemed to be a liquidation, dissolution or winding up, voluntary or involuntary, of the Partnership. (B) Subject to the rights of the holders of Partnership Units of any Parity Units upon any liquidation, dissolution or winding up of the Partnership, after payment shall have been made in full to the General Partner, in its capacity as the holder of the Series B Preferred Units, as provided in this Section 3, any other series or class or classes of Junior Units shall, subject to any respective terms and provisions applying thereto, be entitled to receive any and all assets remaining to be paid or distributed, and the General Partner, in its capacity as the holder of the Series B Preferred Units, shall not be entitled to share therein.

Liquidation Preference. (ai) In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Partnership, before any distribution Partnership or payment shall be made to the holders of shares of any Junior Units, the General Partner, as holder of the Series A Preferred Unitswhether voluntary or involuntary, shall be entitled to be paid, before any payment or have the Partnership declare and set apart for payment, out distribution of the assets of the Partnership legally available shall be made to or set apart for distributionthe holders of Junior Units, after payment or provision for payment of all debts and other liabilities the holders of the Partnership, a liquidation preference in cash or property at fair market value, as determined by Series A Preferred Units shall be entitled to receive Ten Dollars ($10.00) per Series A Preferred Unit (the General Partner, of $25.00 per unit, “Liquidation Preference”) plus an amount equal to any accrued and unpaid all distributions (whether or not declared) to, but not including, accumulated and unpaid thereon to the date of payment or final distribution to such holder; but the date the amount for payment is set apart (the “Liquidating Distributions”). (b) holders of Series A Preferred Units shall not be entitled to any further payment. If, upon any such voluntary or involuntary liquidation, dissolution or winding up of the PartnershipPartnership or the General Partner, the available assets of the Partnership are Partnership, or proceeds thereof, distributable to the holders of Series A Preferred Units, shall be insufficient to pay in full the full preferential amount of the Liquidating Distributions aforesaid and liquidating payments on all outstanding Series A Preferred Units and the corresponding amounts payable on all outstanding any other Parity Units, then such assets, or the General Partnerproceeds thereof, as holder shall be distributed among the holders of the such Series A Preferred Units, and the holders of any such other Parity Units shall share ratably in any accordance with the respective amounts that would be payable on such distribution of assets in proportion to the full Liquidating Distributions to which they would otherwise be respectively entitled. (c) After payment of the full amount of the Liquidating Distributions to which it is entitled, the General Partner, as holder of the Series A Preferred Units, will have no right or claim to Units and any of the remaining assets of the Partnership. (d) such other Parity Units if all amounts payable thereon were paid in full. For the avoidance purposes of doubtthis Section C, the consolidation, (i) a consolidation or merger or conversion of the Partnership or the General Partner with one or into another entitymore entities, the merger of another entity with or into the Partnership, (ii) a statutory unit share exchange by the Partnership or the sale, lease, General Partner and (iii) a sale or transfer or conveyance of all or substantially all of the assets Partnership’s or business of the Partnership General Partner’s assets, shall not be considered deemed to be a liquidation, dissolution or winding up, voluntary or involuntary, of the General Partner. (ii) Subject to the rights of the holders of Partnership Units of any series or class or classes of shares ranking on a parity with or prior to the Series A Preferred Units upon any liquidation, dissolution or winding up of the General Partner or the Partnership, after payment shall have been made in full to the holders of the Series A Preferred Units, as provided in this Section, any series or class or classes of Junior Units shall, subject to any respective terms and provisions applying thereto, be entitled to receive any and all assets remaining to be paid or distributed. If any liquidation proceeds remain after making such distributions to the holders of the Junior Units, the remaining proceeds shall be distributed to the holders of the Series A Preferred Units, any other holders of shares of any series or class or classes of shares of beneficial interest ranking on a parity with or prior to the Series A Preferred Units and Common Units, on a pro rata, as-if converted, basis. (iii) Notwithstanding anything to the contrary herein, upon the liquidation, dissolution or winding up of the Partnership or the General Partner, after payment shall have been made in full to the holders of the Series A Preferred Units, as provided in this Section C, the Common Units shall be entitled to the payment of the Common Unit Accumulated Amount plus $10.00 per Common Unit, calculated as of the date of such distribution, pro rata among those Persons who hold Common Units. For purposes hereof, the “Common Unit Accumulated Amount” means, as of any date (x) the sum of all amounts previously distributed to holders of Series A Preferred Units pursuant to Section 2(B) less (y) the sum of all amounts previously distributed to holders of Common Units (excluding Common Units that were converted from Series A Preferred Units prior to such distribution).

Liquidation Preference. (ai) In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Partnership, before any distribution or payment shall be made to the holders of shares of any Junior Units, the Managing General Partner, in its capacity as holder of the Series A D Preferred Units, shall be entitled to be paid, or have the Partnership declare and set apart for payment, receive out of the assets of the Partnership legally available for distribution, after payment or provision for payment of all debts and other liabilities distribution to the Partners pursuant to Section 13.02.A of the Partnership, Partnership Agreement a liquidation preference in cash or property at fair market value, as determined by the General Partner, of $25.00 per unitSeries D Preferred Unit, plus an amount equal to any accrued accumulated and unpaid distributions (whether or not declaredearned or authorized) to, but not including, to the date of payment payment, before any distribution of assets is made to holders of Class A Units, Class B Units or any other Partnership Interests that rank junior to the date Series D Preferred Units as to the amount for payment is set apart (distribution of assets upon the “Liquidating Distributions”)liquidation, dissolution or winding up of the Partnership, but subject to the preferential rights of the holders of Partnership Interests ranking senior to the Series D Preferred Units as to the distribution of assets upon the liquidation, dissolution or winding up of the Partnership. (bii) If, If upon any such voluntary or involuntary liquidation, dissolution or winding up of the Partnership, the available assets of the Partnership legally available for distribution to its Partners are insufficient to pay make such full payment to the full amount Managing General Partner, in its capacity as the holder of the Liquidating Distributions on all outstanding Series A D Preferred Units Units, and the corresponding amounts payable on all outstanding Parity Unitsother Partnership Interests ranking on a parity with the Series D Preferred Units as to the distribution of assets upon the liquidation, dissolution or winding up of the Partnership, then the Managing General Partner, in its capacity as the holder of the Series A D Preferred Units, and the all other holders of such Parity Units Partnership Interests shall share ratably in any such distribution of assets in proportion to the full Liquidating Distributions liquidating distributions (including, if applicable, accumulated and unpaid distributions) to which they would otherwise be respectively entitled. (ciii) After payment of the full amount of the Liquidating Distributions liquidating distributions to which it is they are entitled, the Managing General Partner, in its capacity as the holder of the Series A D Preferred Units, will shall have no right or claim to any of the remaining assets of the Partnership. (div) For the avoidance None of doubt, the consolidation, a consolidation or merger or conversion of the Partnership with or into another entity, the a merger of another entity with or into the Partnership, a statutory unit exchange by the Partnership or the a sale, lease, transfer lease or conveyance of all or substantially all of the assets Partnership’s property or business of the Partnership shall not be considered a liquidation, dissolution or winding up of the affairs of the Partnership.

Liquidation Preference. (a) In the event of Upon any voluntary or involuntary liquidation, dissolution or winding up of the Partnershipaffairs of the Partnership (each a “Liquidation Event”), before any distribution or payment shall be made to the holders of shares of any Junior Units, the General Partner, as holder of the Series A Preferred Units, shall be Units then outstanding are entitled to be paid, or have the Partnership declare and set apart aside for payment, out of the assets of the Partnership legally available for distribution, after payment or provision for payment of all debts and other liabilities of the Partnershipdistribution to its unitholders, a liquidation preference in cash or property at fair market value, as determined by the General Partner, of $25.00 per unit, plus an amount equal to any the sum of the following (collectively, the “Liquidation Preference”): (i) One Thousand Dollars ($1,000.00) per Class A Preferred Unit, (ii) all accrued and unpaid distributions thereon through and including the date of payment, and (whether or not declarediii) toif the Liquidation Event occurs before the Redemption Premium (as defined below) right expires, but not including, the per unit Redemption Premium in effect on the date of payment or of the Liquidation Preference, before any distribution of assets is made to holders of any Junior Securities. In the event that the Partnership elects to set aside the Liquidation Preference for payment, the Series A Preferred Units shall remain outstanding until the holders thereof are paid the full Liquidation Preference, which payment shall be made no later than immediately prior to the Partnership making its final liquidating distribution on the Junior Securities. In the event that the Redemption Premium in effect on the payment date is less than the Redemption Premium on the date that the amount Liquidation Preference was set apart for payment, the Partnership may make a corresponding reduction to the funds set apart for payment is set apart (of the “Liquidating Distributions”)Liquidation Preference. (b) If, upon any such voluntary or involuntary liquidation, dissolution or winding up of the PartnershipLiquidation Event, the available assets of the Partnership are insufficient to pay the full amount of the Liquidating Distributions Liquidation Preference on all outstanding Series A Preferred Units and the corresponding amounts payable on all outstanding Parity Units, then the General Partner, as holder holders of the Series A Preferred Units, and the holders of such Parity Units shall share ratably in any such distribution of assets in proportion to the full Liquidating Distributions Liquidation Preference to which they would otherwise be respectively entitled. (c) After payment of the full amount of the Liquidating Distributions Liquidation Preference to which it is they are entitled, the General Partner, as holder holders of the Series A Preferred Units, Units will have no right or claim to any of the remaining assets of the Partnership. (d) For Upon the avoidance Partnership’s provision of doubtwritten notice as to the effective date of any such Liquidation Event, accompanied by a check or electronic payment in the amount of the full Liquidation Preference to which each record holder of the Series A Preferred Units is entitled, the consolidationSeries A Preferred Units shall no longer be deemed outstanding units of the Partnership and all rights of the holders of such Series A Preferred Units will terminate. Such notice shall be given by first class mail, postage pre-paid, or via electronic mail to each record holder of the Series A Preferred Units at the respective addresses of such holders as the same shall appear on the unit transfer records of the Partnership. Permissible forms of electronic payment pursuant to this paragraph shall include, without limitation, ACH transfers, direct deposit or wire transfers, in each case to be initiated on or before the day on which the related notice is given. (e) The consolidation or merger or conversion of the Partnership with or into another entity, the merger any other business enterprise or of another entity any other business enterprise with or into the Partnership, a statutory unit exchange by the Partnership or the sale, lease, transfer lease or conveyance of all or substantially all of the assets or business of the Partnership Partnership, shall not be considered deemed to constitute a liquidationLiquidation Event; provided, dissolution however that any such transaction which results in an amendment, restatement or winding up replacement of this Agreement that has a material adverse effect on the rights and preferences of the Partnership.Series A Preferred Units, or that increases the number of authorized or issued Series A Preferred Units, shall be deemed a Liquidation Event for purposes of determining whether the Liquidation Preference is payable unless the right to receive payment is waived by holders of a majority of the outstanding Series A Preferred Units voting as a separate class (excluding any Series A Preferred Units that were not issued in a private placement of the Series A Preferred Units conducted by H&L Equities, LLC)

Liquidation Preference. (a) In the event of Upon any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Partnership, before any distribution or payment shall be made to the holders of shares of any Junior Units, the General Partner, as holder of the Series A C Preferred Units, shall be Units are entitled to be paid, or have the Partnership declare and set apart for payment, paid out of the assets of the Partnership legally available for distribution, after payment or provision for payment of all debts and other liabilities of the Partnership, distribution to its Partners a liquidation preference in cash or property at fair market value, as determined by of (x) $1,000 per Series C Preferred Unit (the General Partner, of $25.00 per unit“Base Liquidation Preference”), plus an amount equal to any accrued all accumulated and unpaid distributions (whether or not declared) to, but not including, the date of payment payment, in cash or property at its fair market value as determined by the date General Partner before any distribution of assets is made to the amount for payment is set apart (the “Liquidating Distributions”)Partnership Common Units or other Junior Units. (b) If, If upon any such voluntary or involuntary liquidation, dissolution or winding up of the Partnership, the available assets of the Partnership are Partnership, or proceeds thereof, distributable among the holders of Series C Preferred Units shall be insufficient to pay in full the full above described preferential amount and liquidating payments on any other class or series of the Liquidating Distributions on all outstanding Series A Preferred Units and the corresponding amounts payable on all outstanding Parity Units, then such assets, or the General Partnerproceeds thereof, shall be distributed among the holders of Series C Preferred Units and any such other Parity Units ratably in the same proportion as holder the respective amounts that would be payable on such Series C Preferred Units and any such other Parity Units if all amounts payable thereon were paid in full. (c) Upon any liquidation, dissolution or winding up of the Partnership, after payment shall have been made in full to the holders of the Series A C Preferred Units and any Parity Units, any other series or class or classes of Junior Units shall be entitled to receive any and all assets remaining to be paid or distributed, and the holders of such the Series C Preferred Units and any Parity Units shall not be entitled to share ratably in any such distribution of assets in proportion to the full Liquidating Distributions to which they would otherwise be respectively entitled. (c) After payment of the full amount of the Liquidating Distributions to which it is entitled, the General Partner, as holder of the Series A Preferred Units, will have no right or claim to any of the remaining assets of the Partnershiptherein. (d) For the avoidance None of doubt, the consolidation, a consolidation or merger or conversion of the Partnership with or into another entity, the a merger of another entity with or into the Partnership, or a statutory unit exchange by the Partnership or the sale, lease, transfer lease or conveyance of all or substantially all of the assets Partnership’s property or business of the Partnership shall not be considered a liquidation, dissolution or winding up of the affairs of the Partnership.

Liquidation Preference. (a) In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Partnership, whether voluntary or involuntary, before any payment or distribution or payment shall be made to the holders of shares of any Junior Units, the General Partner, as holder of the Series A Preferred Units, shall be entitled to be paid, or have the Partnership declare and set apart for payment, out of the assets of the Partnership legally available (whether capital or surplus) shall be made to or set apart for distributionthe holders of Junior Units, after payment or provision for payment of all debts and other liabilities the holders of the Partnership, a liquidation preference in cash or property at fair market value, as determined by Series 1 Preferred Units shall be entitled to receive the General Partner, Liquidation Price per unit of $25.00 per unit, Series 1 Preferred Unit plus an amount equal to any accrued and unpaid all distributions (whether or not earned or declared) to, but not including, accrued and unpaid thereon to the date of payment or the date the amount for payment is set apart (the “Liquidating Distributions”). (b) final distribution to such holders; but such holders shall not be entitled to any further payment. If, upon any such voluntary or involuntary liquidation, dissolution or winding up of the Partnership, the available assets of the Partnership are Partnership, or proceeds thereof, distributable among the holders of the Series 1 Preferred Units shall be insufficient to pay in full the full preferential amount aforesaid and liquidating payments on any other shares of the Liquidating Distributions on all outstanding Series A Preferred Units and the corresponding amounts payable on all outstanding any class or series of Parity Units, then such assets, or the General Partnerproceeds thereof, as holder shall be distributed among the holders of the Series A 1 Preferred Units, Units and the holders of any such other Parity Units shall share ratably in accordance with the respective amounts that would be payable on such Series 1 Preferred Units and any such distribution of assets other Parity Units if all amounts payable thereon were paid in proportion to the full Liquidating Distributions to which they would otherwise be respectively entitled. (c) After payment of the full amount of the Liquidating Distributions to which it is entitled, the General Partner, as holder of the Series A Preferred Units, will have no right or claim to any of the remaining assets of the Partnership. (d) full. For the avoidance purposes of doubt, the consolidation, this Section 5: (i) a consolidation or merger or conversion of the Partnership with one or into another entitymore corporations, the merger of another entity with real estate investment trusts or into the Partnership, other entities; (ii) a statutory unit exchange by the Partnership or the sale, lease, lease or transfer or conveyance of all or substantially all of the assets Partnership’s assets; or business of the Partnership (iii) a statutory unit exchange shall not be considered deemed to be a liquidation, dissolution or winding up, voluntary or involuntary, of the Partnership. (b) Subject to the rights of the holders of Units of any series or class ranking on a parity with or prior to the Series 1 Preferred Units upon liquidation, dissolution or winding up, upon any liquidation, dissolution or winding up of the Partnership, after payment shall have been made in full to the holders of the Series 1 Preferred Units, as provided in this Section 5, any other series or class of Junior Units shall, subject to the respective terms and provisions (if any) applying thereto, be entitled to receive any and all assets remaining to be paid or distributed, and the holders of the Series 1 Preferred Units shall not be entitled to share therein.

Liquidation Preference. (a) In the event of Upon any voluntary or involuntary liquidation, dissolution or winding up of the Partnership, before any distribution allocation of income or payment gain by the Partnership shall be made to or set apart for the holders of shares of any Junior Partnership Units, to the General Partnerextent possible, as holder the holders of the Series A Preferred Units, Units shall be entitled to be paid, or have the Partnership declare allocated income and set apart for payment, out of the assets of the Partnership legally available for distribution, after payment or provision for payment of all debts and other liabilities of the Partnership, gain to effectively enable them to receive a liquidation preference in cash or property at fair market value, as determined by (the General Partner, "Liquidation Preference") of (i) $25.00 25 per unitPreferred Unit, plus an amount equal to any (ii) accumulated, accrued and unpaid distributions (whether or not earned or declared) to, but not including, to the date of payment final distribution to such holders; but such holders shall not be entitled to any further allocation of income or gain. Until all holders of the date Preferred Units have been paid the amount for payment is set apart (Liquidation Preference in full, no allocation of income or gain will be made to any holder of Junior Units upon the “Liquidating Distributions”)liquidation, dissolution or winding up of the Partnership. (b) If, upon any liquidation, dissolution or winding up of the Partnership, the assets of the Partnership, or proceeds thereof, distributable among the holders of Preferred Partnership Units shall be insufficient to pay in full the Liquidation Preference and liquidating payments on any Parity Partnership Units, then following certain allocations made by the Partnership, such assets, or the proceeds thereof, shall be distributed among the holders of Preferred Units and any such Parity Partnership Units ratably in the same proportion as the respective amounts that would be payable on such Preferred Units and any such Parity Partnership Units if all amounts payable thereon were paid in full. (c) A voluntary or involuntary liquidation, dissolution or winding up of the Partnership, the available assets of the Partnership are insufficient to pay the full amount of the Liquidating Distributions on all outstanding Series A Preferred Units and the corresponding amounts payable on all outstanding Parity Units, then the General Partner, as holder of the Series A Preferred Units, and the holders of such Parity Units shall share ratably in any such distribution of assets in proportion to the full Liquidating Distributions to which they would otherwise be respectively entitled. (c) After payment of the full amount of the Liquidating Distributions to which it is entitled, the General Partner, as holder of the Series A Preferred Units, will have no right not include a consolidation or claim to any of the remaining assets of the Partnership. (d) For the avoidance of doubt, the consolidation, merger or conversion of the Partnership with one or into another entitymore partnerships, the merger of another entity with corporations or into the Partnershipother entities, or a statutory unit exchange by the Partnership sale or the sale, lease, transfer or conveyance of all or substantially all of the assets or business of the Partnership shall not be considered a Partnership's assets. (d) Upon any liquidation, dissolution or winding up of the Partnership, after all allocations shall have been made in full to the holders of Preferred Units and any Parity Partnership Units to enable them to receive their respective liquidation preferences, any Junior Partnership Units shall be entitled to receive any and all assets remaining to be paid or distributed, and the holders of the Preferred Units and any Parity Partnership Units shall not be entitled to share therein.

Liquidation Preference. (a) In the event of Upon any voluntary or involuntary liquidation, dissolution or winding up of the Partnership, before any distribution or payment by the Partnership shall be made to or set apart for the holders of shares of any Junior Partnership Units, to the General Partner, as holder extent possible and in accordance with Section 9.5(c) of the Series Agreement, each Class A Preferred Units, Unit shall be entitled entitle the Holder thereof to be paid, or have the Partnership declare and set apart for payment, out of the assets of the Partnership legally available for distribution, after payment or provision for payment of all debts and other liabilities of the Partnership, receive (i) a liquidation preference in cash or property at fair market value, as determined by the General Partner, of $25.00 per unit, plus an amount equal to any accrued the amount of accumulated and unpaid distributions thereon (whether or not earned or declared) to, but not including, to and including the date of payment or the date the amount for payment is set apart final distribution to such Holder (the “aggregate of such sums for all Holders of Class A Preferred Units is referred to herein as the "Class A Liquidating Distributions”Proceeds"), and (ii) if any portion of such Class A Preferred Unit constitutes a Promote that is vested and does not constitute deferred compensation under Code Section 409A, then such Holder shall also be entitled to receive an interest in the entity that is entitled to receive such Promote, which interest corresponds to the vested portion of such Class A Preferred Unit (a "Vested Promote Interest"); provided, however, that such Holders will not be entitled to any further payment in respect of such Class A Preferred Units. Until all Holders of the Class A Preferred Units have been paid the Class A Liquidating Proceeds in full, and all Vested Promote Interests to which they are entitled, no distribution of the Partnership will be made to any holder of Junior Partnership Units upon the liquidation, dissolution or winding up of the Partnership. (b) If, upon any such voluntary or involuntary liquidation, dissolution or winding up of the Partnership, the available assets of the Partnership are insufficient to pay Partnership, or proceeds thereof, distributable among the full amount holders of the Liquidating Distributions on all outstanding Series Class A Preferred Units and holders of any Parity Partnership Units shall be insufficient to pay in full the corresponding Class A Liquidating Proceeds, the Vested Promote Interests to which any Holders are entitled and liquidating payments on any Parity Partnership Units, such assets, or the proceeds thereof, shall be distributed among the Holders of Class A Preferred Units and holders of any such Parity Partnership Units ratably in the same proportion as the respective amounts that would be payable on such Class A Preferred Units and any such Parity Partnership Units if all amounts payable on all outstanding Parity Units, then the General Partner, as holder of the Series A Preferred Units, and the holders of such Parity Units shall share ratably thereon were paid in any such distribution of assets in proportion to the full Liquidating Distributions to which they would otherwise be respectively entitledfull. (c) After payment of the full amount of the Liquidating Distributions to which it is entitled, the General Partner, as holder of the Series A Preferred Units, will have no right Upon any voluntary or claim to any of the remaining assets of the Partnership. (d) For the avoidance of doubt, the consolidation, merger or conversion of the Partnership with or into another entity, the merger of another entity with or into the Partnership, a statutory unit exchange by the Partnership or the sale, lease, transfer or conveyance of all or substantially all of the assets or business of the Partnership shall not be considered a involuntary liquidation, dissolution or winding up of the Partnership, after all distributions shall have been made in full to the Holders of Class A Preferred Units and holders of any Parity Partnership Units to enable them to receive their respective liquidation preferences, any Junior Partnership Units shall be entitled to receive any and all assets remaining to be paid or distributed, and the holders of the Class A Preferred Units and any Parity Partnership Units shall not be entitled to share therein.

Liquidation Preference. (ai) In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Partnership, before any distribution Partnership or payment shall be made to the holders of shares of any Junior Units, the General Partner, as holder of the Series A Preferred Unitswhether voluntary or involuntary, shall be entitled to be paid, before any payment or have the Partnership declare and set apart for payment, out distribution of the assets of the Partnership legally available shall be made to or set apart for distributionthe holders of Junior Units, after payment or provision for payment of all debts and other liabilities the holder of the Partnership, a liquidation preference in cash or property at fair market value, as determined by the General Partner, of $25.00 per unit, plus Series D-1 Preferred Units shall be entitled to receive an amount equal to the holder's Capital Account in respect of those Series D-1 Preferred Units; but the holders of Series D-1 Preferred Units shall not be entitled to any accrued and unpaid distributions (whether or not declared) to, but not including, the date of payment or the date the amount for payment is set apart (the “Liquidating Distributions”). (b) further payment. If, upon any such voluntary or involuntary liquidation, dissolution or winding up of the PartnershipPartnership or the General Partner, the available assets of the Partnership are Partnership, or proceeds thereof, distributable to the holders of Series D-1 Preferred Units, shall be insufficient to pay in full the full preferential amount aforesaid and liquidating payments on any other Parity Units, then such assets, or the proceeds thereof, shall be distributed among the holders of the Liquidating Distributions on all outstanding such Series A D-1 Preferred Units and the corresponding holders of any such other Parity Units ratably in accordance with the respective amounts that would be payable on such Series D-1 Preferred Units and any such other Parity Units if all amounts payable on all outstanding Parity Units, then the General Partner, as holder of the Series A Preferred Units, and the holders of such Parity Units shall share ratably thereon were paid in any such distribution of assets in proportion to the full Liquidating Distributions to which they would otherwise be respectively entitled. (c) After payment of the full amount of the Liquidating Distributions to which it is entitled, the General Partner, as holder of the Series A Preferred Units, will have no right or claim to any of the remaining assets of the Partnership. (d) full. For the avoidance purposes of doubtthis Section 2.C, the consolidation, (i) a consolidation or merger or conversion of the Partnership or the General Partner with one or into another entitymore entities, the merger of another entity with or into the Partnership, (ii) a statutory unit share exchange by the Partnership or the sale, lease, General Partner and (iii) a sale or transfer or conveyance of all or substantially all of the assets Partnership's or business of the Partnership General Partner's assets, shall not be considered deemed to be a liquidation, dissolution or winding up, voluntary or involuntary, of the General Partner. (ii) Subject to the rights of the holders of Partnership Units of any series or class or classes of shares ranking on a parity with or prior to the Series D-1 Preferred Units upon any liquidation, dissolution or winding up of the General Partner or the Partnership, after payment shall have been made in full to the holders of the Series D-1 Preferred Units, as provided in this Section, any series or class or classes of Junior Units shall, subject to any respective terms and provisions applying thereto, be entitled to receive any and all assets remaining to be paid or distributed, and the holder of the Series D-1 Preferred Units shall not be entitled to share therein.

Liquidation Preference. (a) In the event of Upon any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Partnership, before any distribution or payment shall be made to the holders of shares of any Common Units or Junior Preferred Units, the General Partner, as holder holders of the Series A C Preferred Units, Units then outstanding shall be entitled to be paid, or have the Partnership declare and set apart for payment, out of the assets of the Partnership legally available for distribution, distribution to its Partners after payment or provision for payment of all debts and other liabilities of the Partnership, a liquidation preference in cash or property at fair market value, as determined by the General Partner, of $25.00 per unitSeries C Preferred Unit (the “Base Liquidation Preference”), plus an amount equal to any accrued and unpaid distributions (whether or not declared) to, but not including, the date of payment or the date the amount for payment liquidation preference is set apart for payment (the “Liquidating Distributions”). (b) If, If upon any such voluntary or involuntary liquidation, dissolution or winding up of the Partnership, the available assets of the Partnership are insufficient to pay the full amount of the Liquidating Distributions on all outstanding Series A C Preferred Units and the corresponding amounts payable on all outstanding Parity Preferred Units, then the General Partner, as holder of the Series A Preferred Units, and the holders of such Series C Preferred Units and Parity Preferred Units shall share ratably in any such distribution of assets in proportion to the full Liquidating Distributions to which they would otherwise be respectively entitled. (c) Upon any voluntary or involuntary liquidation, dissolution or winding up of the Partnership, after payment shall have been made in full to the holders of the Series C Preferred Units and any Parity Preferred Units, any other series or class or classes of Junior Preferred Units shall be entitled to receive any and all assets remaining to be paid or distributed, and the holders of the Series C Preferred Units and any Parity Preferred Units shall not be entitled to share therein. (d) After payment of the full amount of the Liquidating Distributions to which it is they are entitled, the General Partner, as holder holders of the Series A C Preferred Units, Units will have no right or claim to any of the remaining assets of the Partnership. (de) For the avoidance of doubt, the consolidation, consolidation or merger or conversion of the Partnership with or into another entity, the merger of another entity with or into the Partnership, a statutory unit exchange by the Partnership or the sale, lease, transfer or conveyance of all or substantially all of the assets or business of the Partnership shall not be considered a liquidation, dissolution or winding up of the affairs of the Partnership.

Liquidation Preference. (a) In the event of Upon any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Partnership, before any distribution or payment shall be made to the holders of shares of any Common Units or Junior Preferred Units, the General Partner, as holder holders of the Series A Preferred Units, Units then outstanding shall be entitled to be paid, or have the Partnership declare and set apart for payment, out of the assets of the Partnership legally available for distribution, distribution to its Partners after payment or provision for payment of all debts and other liabilities of the Partnership, a liquidation preference in cash or property at fair market value, as determined by the General Partner, of $25.00 per unitSeries A Preferred Unit, plus an amount equal to any accrued and unpaid distributions (whether or not declared) to, but not including, the date of payment or the date the amount for payment liquidation preference is set apart for payment (the “Liquidating Distributions”). (b) If, If upon any such voluntary or involuntary liquidation, dissolution or winding up of the Partnership, the available assets of the Partnership are insufficient to pay the full amount of the Liquidating Distributions on all outstanding Series A Preferred Units and the corresponding amounts payable on all outstanding Parity Preferred Units, then the General Partner, as holder holders of the Series A Preferred Units, Units and the holders of such Parity Preferred Units shall share ratably in any such distribution of assets in proportion to the full Liquidating Distributions to which they would otherwise be respectively entitled. (c) Upon any voluntary or involuntary liquidation, dissolution or winding up of the Partnership, after payment shall have been made in full to the holders of the Series A Preferred Units and any Parity Preferred Units, any other series or class or classes of Junior Preferred Units shall be entitled to receive any and all assets remaining to be paid or distributed, and the holders of the Series A Preferred Units and any Parity Preferred Units shall not be entitled to share therein. (d) After payment of the full amount of the Liquidating Distributions to which it is they are entitled, the General Partner, as holder holders of the Series A Preferred Units, Units will have no right or claim to any of the remaining assets of the Partnership. (de) For the avoidance of doubt, the consolidation, consolidation or merger or conversion of the Partnership with or into another entity, the merger of another entity with or into the Partnership, a statutory unit exchange by the Partnership or the sale, lease, transfer or conveyance of all or substantially all of the assets or business of the Partnership shall not be considered a liquidation, dissolution or winding up of the affairs of the Partnership.

Liquidation Preference. (ai) In the event of any voluntary or involuntary liquidation, dissolution or winding up of the PartnershipCompany, whether voluntary or involuntary, before any payment or distribution or payment of the assets of the Company shall be made to or set apart for the holders of shares of any Junior Units, the General Partner, as each holder of the Series A Preferred Units, Units shall be entitled to be paid, or have the Partnership declare and set apart for payment, out of the assets of the Partnership legally available for distribution, after payment or provision for payment of all debts and other liabilities of the Partnership, a liquidation preference in cash or property at fair market value, as determined by the General Partner, of $25.00 per unit, plus receive an amount equal to such holder's Capital Account in respect of its Series A Preferred Units; but the holders of Series A Preferred Units shall not be entitled to any accrued and unpaid distributions (whether or not declared) to, but not including, the date of payment or the date the amount for payment is set apart (the “Liquidating Distributions”). (b) further payment. If, upon any such voluntary or involuntary liquidation, dissolution or winding up of the PartnershipCompany, the available assets of the Partnership are Company, or proceeds thereof, distributable to the holders of Series A Preferred Units, shall be insufficient to pay in full the full preferential amount aforesaid and liquidating payments on any other Parity Units, then such assets, or the proceeds thereof, shall be distributed among the holders of the Liquidating Distributions on all outstanding Series A Preferred Units and the corresponding holders of any such other Parity Units ratably in accordance with the respective amounts that would be payable on all outstanding Parity Units, then the General Partner, as holder of the such Series A Preferred Units, Units and the holders of any such other Parity Units shall share ratably if all amounts payable thereon were paid in any such distribution full. For the purposes of assets in proportion to the full Liquidating Distributions to which they would otherwise be respectively entitled. this Section 4.3(e), none of (ci) After payment a consolidation or merger of the full amount of the Liquidating Distributions to which it is entitled, the General Partner, as holder of the Series A Preferred Units, will have no right or claim to any of the remaining assets of the Partnership. (d) For the avoidance of doubt, the consolidation, merger or conversion of the Partnership Company with or into another entityone or more entities, the (ii) a merger of another an entity with or into the PartnershipCompany, (iii) a statutory unit share exchange by the Partnership Company or the (iv) a sale, lease, transfer lease or conveyance of all or substantially all of the Company's assets or business of the Partnership shall not be considered deemed to be a liquidation, dissolution or winding up up, voluntary or involuntary, of the PartnershipCompany. (ii) Subject to the rights of the holders of Parity Units, after payment shall have been made in full to the holders of the Series A Preferred Units as provided in this Section, any series or class or classes of Junior Units shall, subject to any respective terms and provisions applying thereto, be entitled to receive any and all assets remaining to be paid or distributed, and the holders of the Series A Preferred Units shall not be entitled to share therein.

Liquidation Preference. (aA) In the event of any voluntary Liquidation, subject to the prior preferences and other rights of any Series A Senior Units, before any payment or involuntary distribution of the assets of the Partnership (whether capital or surplus) shall be made to or set apart for the holders of Series A Junior Units, the holders of the Series A Preferred Units shall be entitled to receive One Thousand Dollars ($1,000.00) (the “Series A Liquidation Preference”) per Series A Preferred Unit plus an amount equal to all distributions (whether or not earned or declared) accrued and unpaid thereon to the date of final distribution to such holders; but such holders shall not be entitled to any further payment. If, upon any Liquidation, the assets of the Partnership, or proceeds thereof, distributable among the holders of the Series A Preferred Units and all Series A Parity Units shall be insufficient to pay in full the preferential amount aforesaid and liquidating payments on any other units of any class or series of Series A Parity Units, then such assets, or the proceeds thereof, shall be distributed among the holders of Series A Preferred Units and any such other Series A Parity Units ratably in accordance with the respective amounts that would be payable on such Series A Preferred Units and any such other Series A Parity Units if all amounts payable thereon were paid in full. (B) Subject to the rights of the holders of any Series A Parity Units or Series A Senior Units, upon any liquidation, dissolution or winding up of the Partnership, before any distribution or after payment shall be have been made in full to the holders of shares of any Junior Units, the General Partner, as holder of the Series A Preferred Units, as provided in this Section 5, the holders of Series A Preferred Units shall be entitled have no other claim to be paid, or have the Partnership declare and set apart for payment, out of the remaining assets of the Partnership legally available for distribution, after payment and any other series or provision for payment class or classes of all debts and other liabilities of the Partnership, a liquidation preference in cash or property at fair market value, as determined by the General Partner, of $25.00 per unit, plus an amount equal to any accrued and unpaid distributions (whether or not declared) to, but not including, the date of payment or the date the amount for payment is set apart (the “Liquidating Distributions”). (b) If, upon any such voluntary or involuntary liquidation, dissolution or winding up of the Partnership, the available assets of the Partnership are insufficient to pay the full amount of the Liquidating Distributions on all outstanding Series A Preferred Junior Units shall, subject to the respective terms and provisions (if any) applying thereto, be entitled to receive any and all assets remaining to be paid or distributed, and the corresponding amounts payable on all outstanding Parity Units, then the General Partner, as holder holders of the Series A Preferred Units, and the holders of such Parity Units shall share ratably in any such distribution of assets in proportion to the full Liquidating Distributions to which they would otherwise be respectively entitled. (c) After payment of the full amount of the Liquidating Distributions to which it is entitled, the General Partner, as holder of the Series A Preferred Units, will have no right or claim to any of the remaining assets of the Partnership. (d) For the avoidance of doubt, the consolidation, merger or conversion of the Partnership with or into another entity, the merger of another entity with or into the Partnership, a statutory unit exchange by the Partnership or the sale, lease, transfer or conveyance of all or substantially all of the assets or business of the Partnership shall not be considered a liquidation, dissolution or winding up of the Partnershipentitled to share therein.

Liquidation Preference. (ai) In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Partnership, before any distribution whether voluntary or payment shall be made involuntary, subject to the preferential rights of the holders of shares of any Junior class or series of Senior Units, the General Partner, as holder of the Series A Preferred Units, shall be entitled to be paid, but before any payment or have the Partnership declare and set apart for payment, out distribution of the assets of the Partnership legally available shall be made to or set apart for distributionthe holders of Junior Units, after payment or provision for payment of all debts and other liabilities the holders of the Partnership, a liquidation preference in cash or property at fair market value, as determined by Series A Preferred Units shall be entitled to receive $100,000.00 per Series A Preferred Unit (the General Partner, of $25.00 per unit“Liquidation Preference”), plus an amount per Series A Preferred Unit equal to any accrued and unpaid all distributions (whether or not earned or declared) accumulated and unpaid thereon to, but not including, the date of payment or final distribution to such holders; but such holders of the date the amount for payment is set apart (the “Liquidating Distributions”). (b) Series A Preferred Units shall not be entitled to any further payment. If, upon any such voluntary or involuntary liquidation, dissolution or winding up of the Partnership, the available assets of the Partnership are Partnership, or proceeds thereof, distributable among the holders of the Series A Preferred Units shall be insufficient to pay in full the full preferential amount aforesaid and liquidating payments on any other Parity Preferred Units, then such assets, or the proceeds thereof, shall be distributed among the holders of the Liquidating Distributions on all outstanding such Series A Preferred Units and any such other Parity Preferred Units ratably in accordance with the corresponding respective amounts that would be payable on all outstanding Parity Units, then the General Partner, as holder of the such Series A Preferred Units, Units and the holders of such Parity Units shall share ratably in any such distribution other Parity Preferred Units if all amounts payable thereon were paid in full. For the purposes of assets in proportion this Section C, a Sale Transaction shall not be deemed to the full Liquidating Distributions to which they would otherwise be respectively entitled. (c) After payment of the full amount of the Liquidating Distributions to which it is entitleda liquidation, the General Partnerdissolution or winding up, as holder of the Series A Preferred Unitsvoluntary or involuntary, will have no right or claim to any of the remaining assets of the Partnership. (dii) For Subject to the avoidance of doubt, the consolidation, merger or conversion rights of the Partnership with or into another entityholders of Parity Preferred Units, the merger of another entity with or into the Partnership, a statutory unit exchange by the Partnership or the sale, lease, transfer or conveyance of all or substantially all of the assets or business of the Partnership shall not be considered a upon any liquidation, dissolution or winding up of the Partnership, after payment shall have been made in full to the holders of the Series A Preferred Units, as provided in this Section C, any series or class or classes of Junior Units shall, subject to any respective terms and provisions applying thereto, be entitled to receive any and all assets remaining to be paid or distributed, and the holders of the Series A Preferred Units shall not be entitled to share therein.

Liquidation Preference. (a) In the event of any voluntary or involuntary liquidation, dissolution or winding up of the PartnershipCorporation, whether voluntary or involuntary, before any payment or distribution or payment shall be made to the holders of shares of any Junior Units, the General Partner, as holder of the Series A Preferred Units, shall be entitled to be paid, or have the Partnership declare and set apart for payment, out of the assets of the Partnership legally available Corporation (whether capital or surplus) shall be made to or set apart for distributionthe holders of Junior Shares, after payment or provision for payment the holders of all debts and other liabilities of Series "A" Preferred Shares shall be entitled to receive Ninety Cents ($0.90) per Series "A" Preferred Share (the Partnership, a liquidation preference in cash or property at fair market value, as determined by the General Partner, of $25.00 per unit, "Liquidation Preference") plus an amount equal to any accrued and unpaid distributions all dividends (whether or not earned or declared) toaccumulated, but not including, accrued and unpaid thereon to the date of payment or the date the amount for payment is set apart (the “Liquidating Distributions”). (b) final distribution to such holder; but such holders of Series "A" Preferred Shares shall not be entitled to any further payment. If, upon any such voluntary or involuntary liquidation, dissolution or winding up of the PartnershipCorporation, the available assets of the Partnership are Corporation, or proceeds thereof, distributable among the holders of Series "A" Preferred Shares shall be insufficient to pay in full the full preferential amount of the Liquidating Distributions on all outstanding Series A Preferred Units aforesaid and the corresponding amounts payable on all outstanding Parity Unitsliquidating payments, then such assets, or the General Partnerproceeds thereof, as holder of the Series A Preferred Units, and shall be distributed among the holders of such Parity Units shall share Series "A" Preferred Shares ratably in any accordance with the respective amounts that would be payable on such distribution Series "A" Preferred Shares if all amounts payable thereon were paid in full. For the purposes of assets in proportion to the full Liquidating Distributions to which they would otherwise be respectively entitled. this Section 4, (ci) After payment a consolidation or merger of the full amount of the Liquidating Distributions to which it is entitledCorporation with one or more entities, the General Partner, as holder of the Series A Preferred Units, will have no right or claim to any of the remaining assets of the Partnership. (dii) For the avoidance of doubt, the consolidation, merger or conversion of the Partnership with or into another entity, the merger of another entity with or into the Partnership, a statutory unit share exchange by the Partnership and (iii) a sale or the sale, lease, transfer or conveyance of all or substantially all of the Corporation's assets or business of the Partnership shall not be considered deemed to be a liquidation, dissolution or winding up up, voluntary or involuntary, of the PartnershipCorporation. Remaining Assets. After payment shall have been made in full to the holders of the Series "A" Preferred Shares, as provided in this Section 4, any series or class or classes of Junior Shares shall, subject to any respective terms and provisions applying thereto, be entitled to receive any and all assets remaining to be paid or distributed, and the holders of the Series "A" Preferred Shares shall not be entitled to share therein.

Liquidation Preference. (ai) In the event of any voluntary or involuntary liquidation, dissolution or winding up of the PartnershipPartnership or the General Partner, whether voluntary or involuntary, before any payment or distribution or payment of the assets of the Partnership shall be made to or set apart for the holders of shares of any Junior Units, the General Partner, in its capacity as the holder of the Series A C Preferred Units, shall be entitled to be paid, or have receive Twenty-Five Dollars ($25.00) per Series C Preferred Unit (the Partnership declare and set apart for payment, out of the assets of the Partnership legally available for distribution, after payment or provision for payment of all debts and other liabilities of the Partnership, a liquidation preference in cash or property at fair market value, as determined by the General Partner, of $25.00 per unit, “Liquidation Preference”) plus an amount equal to any accrued and unpaid all distributions (whether or not earned or declared) to, but not including, accrued and unpaid thereon to the date of payment or final distribution to the date General Partner, in its capacity as such holder; but the amount for payment is set apart (General Partner, in its capacity as the “Liquidating Distributions”). (b) holder of Series C Preferred Units, shall not be entitled to any further payment. If, upon any such voluntary or involuntary liquidation, dissolution or winding up of the Partnership, the available assets of the Partnership are insufficient to pay the full amount of the Liquidating Distributions on all outstanding Series A Preferred Units and the corresponding amounts payable on all outstanding Parity Units, then or the General Partner, the assets of the Partnership, or proceeds thereof, distributable to the General Partner, in its capacity as the holder of Series C Preferred Units, shall be insufficient to pay in full the preferential amount aforesaid and liquidating payments on any other units of the Partnership ranking on a parity with the Series A C Preferred Units as to such distribution, then such assets, or the proceeds thereof, shall be distributed among the General Partner, in its capacity as the holder of such Series C Preferred Units, and the holders of any such Parity Units shall share other units ratably in accordance with the respective amounts that would be payable on such Series C Preferred Units and any such distribution of assets other units if all amounts payable thereon were paid in proportion to the full Liquidating Distributions to which they would otherwise be respectively entitled. (c) After payment of the full amount of the Liquidating Distributions to which it is entitled, the General Partner, as holder of the Series A Preferred Units, will have no right or claim to any of the remaining assets of the Partnership. (d) full. For the avoidance purposes of doubtthis Section C, the consolidation, (i) a consolidation or merger or conversion of the Partnership or the General Partner with one or into another entitymore entities, the merger of another entity with or into the Partnership, (ii) a statutory unit share exchange by the Partnership or the sale, lease, General Partner and (iii) a sale or transfer or conveyance of all or substantially all of the assets Partnership’s or business the General Partner’s assets, shall not be deemed to be a liquidation, dissolution or winding up, voluntary or involuntary, of the Partnership shall not be considered or General Partner. (ii) Subject to the rights of the holders of Partnership Units of any series or class or classes of shares ranking on a parity with or prior to the Series C Preferred Units upon any liquidation, dissolution or winding up of the General Partner or the Partnership, after payment shall have been made in full to the General Partner, in its capacity as the holder of the Series C Preferred Units, as provided in this Section, any series or class or classes of Junior Units shall, subject to any respective terms and provisions applying thereto, be entitled to receive any and all assets remaining to be paid or distributed, and the General Partner, in its capacity as the holder of the Series C Preferred Units, shall not be entitled to share therein.

Liquidation Preference. (a) In the event of Upon any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Partnership, before any distribution or payment shall be made to the holders of shares of any Junior Units, the General Partner, as holder of the Series A B Preferred Units, shall be Partnership Units then outstanding are entitled to be paid, or have the Partnership declare and set apart for payment, paid out of the assets of the Partnership legally available for distribution, after payment or provision for payment of all debts and other liabilities of the Partnership, distribution to its partners a liquidation preference in cash or property at fair market value, as determined by the General Partner, of $25.00 per unitshare, plus an amount equal to any accrued and unpaid distributions (whether or not declared) to, but not including, to the date of payment or the date the amount for payment is set apart (the “Liquidating Distributions”). (b) Ifpayment, upon before any such voluntary or involuntary liquidation, dissolution or winding up of the Partnership, the available assets of the Partnership are insufficient to pay the full amount of the Liquidating Distributions on all outstanding Series A Preferred Units and the corresponding amounts payable on all outstanding Parity Units, then the General Partner, as holder of the Series A Preferred Units, and the holders of such Parity Units shall share ratably in any such distribution of assets in proportion is made to holders of Common Units or any other class or series of Partnership Units that ranks junior to the full Liquidating Distributions Series B Preferred Partnership Units as to which they would otherwise be respectively entitled. (c) liquidation rights. After payment of the full amount of the Liquidating Distributions liquidating distributions to which it is they are entitled, the General Partner, as holder holders of the Series A B Preferred Units, Partnership Units will have no right or claim to any of the remaining assets of the Partnership. (b) In the event that, upon any such voluntary or involuntary liquidation, dissolution or winding up, the available assets of the Partnership are insufficient to pay the amount of the liquidating distributions on all outstanding Series B Preferred Partnership Units and the corresponding amounts payable on all Partnership Units of other classes or series of Partnership Units ranking on a parity with the Series B Preferred Partnership Units in the distribution of assets, then the holders of the Series B Preferred Partnership Units and all other such classes or series of Partnership Units shall share ratably in any such distribution of assets in proportion to the full liquidating distributions to which they would otherwise be respectively entitled. (c) Written notice of any such liquidation, dissolution or winding up of the Partnership, stating the payment date or dates when, and the place or places where, the amounts distributable in such circumstances shall be payable, shall be given by first class mail, postage pre-paid, not less than 30 nor more than 60 days prior to the payment date stated therein, to each record holder of the Series B Preferred Partnership Units at the respective addresses of such holders as the same shall appear in the books and records of the Partnership. (d) For the avoidance of doubt, the The consolidation, combination or merger or conversion of the Partnership with or into another entityany other corporation, the partnership or entity or consolidation or merger of another entity any other corporation with or into the Partnership, a statutory unit exchange by the Partnership or the sale, lease, transfer lease or conveyance of all or substantially all of the assets Partnership’s assets, property or business of the Partnership or any statutory share exchange, shall not be considered deemed to constitute a liquidation, dissolution or winding up of the Partnership.

Liquidation Preference. (a) In the event of a. Upon any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Partnership, after payment of or provision for the Partnership’s debts and liabilities and any other class or series of equity securities of the Partnership ranking, with respect to rights upon the Partnership’s voluntary or involuntary liquidation, dissolution or winding up, senior to the Series A Preferred Units and before any distribution or payment shall be made to the holders of shares of any Common Units or Junior Preferred Units, the General Partner, as holder holders of the Series A Preferred Units, Units then outstanding shall be entitled to be paid, or have the Partnership declare and set apart for payment, paid out of the assets of the Partnership legally available for distribution, after payment or provision for payment of all debts and other liabilities of the Partnership, distribution to its Partners a liquidation preference in cash or property at fair market value, as determined by the General Partner, of $25.00 per unitSeries A Preferred Unit (the “Base Liquidation Preference”), plus an amount equal to any accrued and unpaid distributions (whether or not declared) Series A Preferred Return to, but not including, the date of payment or (together with the date the amount for payment is set apart (Base Liquidation Preference, the “Liquidating DistributionsDistribution”). (b) If, b. If upon any such voluntary or involuntary liquidation, dissolution or winding up of the Partnership, the available assets of the Partnership are insufficient to pay the full amount of the Liquidating Distributions on all outstanding Series A Preferred Units and the corresponding amounts payable on all outstanding Parity Preferred Units, then the General Partner, as holder holders of the Series A Preferred Units, Units and the holders of such Parity Preferred Units shall share ratably in any such distribution of assets in proportion to the full Liquidating Distributions to which they would otherwise be respectively entitled. (c) c. After payment of the full amount of the Liquidating Distributions to which it is they are entitled, the General Partner, as holder holders of the Series A Preferred Units, Units will have no right or claim to any of the remaining assets of the Partnership. (d) d. For the avoidance of doubt, the consolidation, merger or conversion of the Partnership with or into another entity, the merger of another entity with or into the Partnership, a statutory unit exchange by the Partnership or the sale, lease, transfer or conveyance of all or substantially all of the assets or business of the Partnership shall not be considered a liquidation, dissolution or winding up of the affairs of the Partnership.

Liquidation Preference. (a) In the event of Upon any voluntary or involuntary liquidation, dissolution or winding up liquidation of the Partnership, before any distribution or payment shall be made to the holders of shares of any Junior Units, the General Partner, as holder of the Series A B Preferred Units, shall be Units are entitled to be paid, or have the Partnership declare and set apart for payment, paid out of the assets of the Partnership legally available for distribution, after payment or provision for payment of all debts and other liabilities of the Partnership, distribution to its Partners a liquidation preference equal to the sum of (i) $25.00 per Series B Preferred Unit, and (ii) an amount equal to all accumulated and unpaid distributions up to and including the date of the redemption, in cash or property at its fair market value, value as determined by the General Partner, Partner before any distribution of $25.00 per unit, plus an amount equal assets is made with respect to any accrued and unpaid distributions (whether OP Units or not declared) to, but not including, other Partnership Units ranking junior to Series B Preferred Units with respect to distribution rights or rights upon liquidation of the date of payment or the date the amount for payment is set apart (the “Liquidating Distributions”)Partnership. (b) If, If upon any such voluntary or involuntary liquidation, dissolution or winding up liquidation of the Partnership, the available assets of the Partnership are Partnership, or proceeds thereof, distributable among the holders of Series B Preferred Units shall be insufficient to pay in full the full preferential amount and liquidating payments on any other class or series of the Liquidating Distributions on all outstanding Series A Preferred Units and the corresponding amounts payable on all outstanding Parity Units, then such assets, or the General Partnerproceeds thereof, as holder of the Series A Preferred Units, and shall be distributed among the holders of Series B Preferred Units and any such other Preferred Parity Units shall share ratably in the same proportion as the respective amounts that would be payable on such Series B Preferred Units and any such distribution of assets other Preferred Parity Units if all amounts payable thereon were paid in proportion to the full Liquidating Distributions to which they would otherwise be respectively entitledfull. (c) After payment Written notice of any such liquidation of the full amount of Partnership, stating the Liquidating Distributions to which it is entitledpayment date or dates when, and the place or places where, the General Partneramounts distributable in such circumstances shall be payable, as shall be given by first class mail, postage pre-paid, not less than 30 nor more than 60 days prior to the payment date stated therein, to each holder of Series B Preferred Units at the Series A Preferred Units, will have no right or claim to any respective addresses of such holders as the remaining assets same shall appear on the records of the Partnership. (d) For Upon the avoidance liquidation of doubtthe Partnership, after payment shall have been made in full in respect of the Series B Preferred Units, the consolidation, holders of Series B Preferred Units shall not be entitled to receive any further amounts in respect of Series B Preferred Units. (e) None of a consolidation or merger or conversion of the Partnership with or into another entity, the a merger of another entity with or into the Partnership, a statutory unit exchange by the Partnership or the sale, lease, transfer lease or conveyance of all or substantially all of the assets or business Partnership’s property shall be considered a liquidation of the affairs of the Partnership shall not be considered a liquidation, dissolution or winding up for purposes of the Partnershipthis Section 5.

Liquidation Preference. (a) In the event of any liquidation, dissolution or winding-up of the Operating Partnership, whether voluntary or involuntary, before any payment or distribution of the Operating Partnership’s assets shall be made to or set apart for the holders of Junior Units, holders of Series I Preferred Units shall be entitled to receive $50.00 per unit of Series I Preferred Units (the “Liquidation Preference”) plus an amount equal to all distributions (whether or not declared) accumulated and unpaid thereon to the date of final distribution to such holders, but shall not be entitled to any further payment or other participation in any distribution of the assets of the Operating Partnership. If, upon any liquidation, dissolution or winding-up of the Operating Partnership, the Operating Partnership’s assets, or proceeds thereof, distributable among the holders of Series I Preferred Units are insufficient to pay in full the preferential amount aforesaid and liquidating payments on any Parity Units, then such assets, or the proceeds thereof, shall be distributed among the holders of the Series I Preferred Units and any other Parity Units ratably in proportion to the respective amounts that would be payable on such Series I Preferred Units and any such other Parity Units if all amounts payable thereon were paid in full. (b) Neither the voluntary sale, conveyance, exchange or transfer, for cash, shares of stock, securities or other consideration, of all or substantially all of the Operating Partnership’s property or assets, nor the consolidation, merger or amalgamation of the Operating Partnership with or into any person or the consolidation, merger or amalgamation of any person with or into the Operating Partnership shall be deemed to be a voluntary or involuntary liquidation, dissolution or winding winding-up of the Operating Partnership, before any distribution or payment shall be made to the holders of shares of any Junior Units, the General Partner, as holder of the Series A Preferred Units, shall be entitled to be paid, or have the Partnership declare and set apart for payment, out of the assets of the Partnership legally available for distribution, after payment or provision for payment of all debts and other liabilities of the Partnership, a liquidation preference in cash or property at fair market value, as determined by the General Partner, of $25.00 per unit, plus an amount equal to any accrued and unpaid distributions (whether or not declared) to, but not including, the date of payment or the date the amount for payment is set apart (the “Liquidating Distributions”). (b) If, upon any such voluntary or involuntary liquidation, dissolution or winding up of the Partnership, the available assets of the Partnership are insufficient to pay the full amount of the Liquidating Distributions on all outstanding Series A Preferred Units and the corresponding amounts payable on all outstanding Parity Units, then the General Partner, as holder of the Series A Preferred Units, and the holders of such Parity Units shall share ratably in any such distribution of assets in proportion to the full Liquidating Distributions to which they would otherwise be respectively entitled. (c) After payment of has been made in full to the full amount of the Liquidating Distributions to which it is entitled, the General Partner, as holder holders of the Series A I Preferred Units, will as provided in this Section 5, holders of Series I Preferred Units shall have no right or claim to any of the remaining assets of the Operating Partnership. (d) For the avoidance of doubt, the consolidation, merger or conversion of the Partnership with or into another entity, the merger of another entity with or into the Partnership, a statutory unit exchange by the Partnership or the sale, lease, transfer or conveyance of all or substantially all of the assets or business of the Partnership shall not be considered a liquidation, dissolution or winding up of the Partnership.

Liquidation Preference. (a) In the event of a. Upon any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Partnership, before any distribution or payment shall be made to the holders of shares of any Common Units or Junior Preferred Units, the General Partner, as holder holders of the Series A B Preferred Units, Units then outstanding shall be entitled to be paid, or have the Partnership declare and set apart for payment, paid out of the assets of the Partnership legally available for distribution, after payment or provision for payment of all debts and other liabilities of the Partnership, distribution to its Partners a liquidation preference in cash or property at fair market value, as determined by the General Partner, of $25.00 per unitSeries B Preferred Unit (the “Series B Base Liquidation Preference”), plus an amount equal to any accrued and unpaid distributions (whether or not declared) Series B Preferred Return to, but not including, the date of payment or (together with the date the amount for payment is set apart (Series B Base Liquidation Preference, the “Liquidating DistributionsDistribution”). (b) If, b. If upon any such voluntary or involuntary liquidation, dissolution or winding up of the Partnership, the available assets of the Partnership are insufficient to pay the full amount of the Liquidating Distributions on all outstanding Series A B Preferred Units and the corresponding amounts payable on all outstanding Parity Preferred Units, then the General Partner, as holder of the Series A Preferred Units, and the holders of such Series B Preferred Units and Parity Preferred Units shall share ratably in any such distribution of assets in proportion to the full Liquidating Distributions to which they would otherwise be respectively entitled. (c) c. After payment of the full amount of the Liquidating Distributions to which it is they are entitled, the General Partner, as holder holders of the Series A B Preferred Units, Units will have no right or claim to any of the remaining assets of the Partnership. (d) d. For the avoidance of doubt, the consolidation, merger or conversion of the Partnership with or into another entity, the merger of another entity with or into the Partnership, a statutory unit exchange by the Partnership or the sale, lease, transfer or conveyance of all or substantially all of the assets or business of the Partnership shall not be considered a liquidation, dissolution or winding up of the affairs of the Partnership.

Liquidation Preference. (ai) In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Partnership, whether voluntary or involuntary, before any payment or distribution or payment shall be made to the holders of shares of any Junior Units, the General Partner, as holder of the Series A Preferred Units, shall be entitled to be paid, or have the Partnership declare and set apart for payment, out of the assets of the Partnership legally available shall be made to or set apart for distributionthe holders of Junior Units, after payment or provision for payment of all debts and other liabilities the holders of the Partnership, a liquidation preference in cash or property at fair market value, as determined by Series A Preferred Partnership Units shall be entitled to receive $25 per Unit (the General Partner, of $25.00 per unit, “Liquidation Preference”) plus an amount per Unit equal to any accrued and unpaid all distributions (whether or not earned or declared) accumulated and unpaid thereon to, but not including, the date of payment or final distribution to such holders; but such holders of the date the amount for payment is set apart (the “Liquidating Distributions”). (b) Series A Preferred Partnership Units shall not be entitled to any further payment. If, upon any such voluntary or involuntary liquidation, dissolution or winding up of the Partnership, the available assets of the Partnership are insufficient to pay Partnership, or proceeds thereof, distributable among the full amount of the Liquidating Distributions on all outstanding Series A Preferred Units and the corresponding amounts payable on all outstanding Parity Units, then the General Partner, as holder holders of the Series A Preferred Partnership Units shall be insufficient to pay in full the preferential amount aforesaid and liquidating payments on any other Parity Units, and then such assets, or the proceeds thereof, shall be distributed among the holders of such Parity Units shall share ratably in any such distribution of assets in proportion to the full Liquidating Distributions to which they would otherwise be respectively entitled. (c) After payment of the full amount of the Liquidating Distributions to which it is entitled, the General Partner, as holder of the Series A Preferred Units, will have no right or claim to Partnership Units and any of such other Parity Units ratably in accordance with the remaining assets of the Partnership. (d) respective amounts that would be payable on such Series A Preferred Partnership Units and any such other Parity Units if all amounts payable thereon were paid in full. For the avoidance purposes of doubtthis Section D, the consolidation, none of (i) a consolidation or merger or conversion of the Partnership with one or into another entitymore entities, the merger of another entity with or into the Partnership, (ii) a statutory unit Unit exchange by the Partnership or the sale, lease, (iii) a sale or transfer or conveyance of all or substantially all of the Partnership’s assets shall be deemed to be a liquidation, dissolution or business winding up, voluntary or involuntary, of the Partnership shall not be considered a Partnership. (ii) Subject to the rights of the holders of Parity Units, upon any liquidation, dissolution or winding up of the Partnership, after payment shall have been made in full to the holders of the Series A Preferred Partnership Units, as provided in this Section D, any series or class or classes of Junior Units shall, subject to any respective terms and provisions applying thereto, be entitled to receive any and all assets remaining to be paid or distributed, and the holders of the Series A Preferred Partnership Units shall not be entitled to share therein.

Liquidation Preference. (a) In the event of A. Upon any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Partnership, before any distribution or payment shall be made to the holders of shares of any Series B Junior Units, notwithstanding anything in this Agreement to the General Partnercontrary, as including Section 13.2 hereof, each holder of the Series A B Preferred Units, Units shall be entitled to receive and be paid, or have the Partnership declare and set apart for payment, paid out of the assets of the Partnership legally available for distribution, after payment or provision for payment of all debts and other liabilities of distribution to the Partnership, Partners pursuant to this Agreement a liquidation preference in cash or property at fair market value, as determined by per Series B Preferred Unit equal to [$23.75 + amount of Additional Consideration pursuant to the General Partner, of $25.00 per unitMerger Agreement], plus an amount equal to any accrued and unpaid distributions (whether or not declared) to, to but not including, excluding the date of payment or on the date the amount for payment is set apart (the “Liquidating Distributions”)Series B Preferred Units held by such holder. (b) IfB. In the event that, upon any such voluntary or involuntary liquidation, dissolution or winding up of the Partnershipup, the legally available assets of the Partnership are insufficient to pay the full amount of the Liquidating Distributions liquidating distributions on all outstanding Series A B Preferred Units and the corresponding amounts payable on all outstanding Parity Units, then the General Partner, as holder of the Series A Preferred Units, and such assets shall be allocated among the holders of such Parity Series B Preferred Units shall share ratably in any such distribution of assets in proportion to the full Liquidating Distributions liquidating distributions to which they would otherwise respectively be respectively entitled., pursuant to Section 17.3.A. (c) C. After payment of the full amount of the Liquidating Distributions liquidating distributions to which it is entitledthey are entitled pursuant to Section 17.3.A, the General Partnerholders of Series B Preferred Units, as holder of the Series A Preferred Unitssuch, will have no right or claim to any of the remaining assets of the Partnership, shall cease to be Partners in respect of such Series B Preferred Units and the Series B Preferred Units shall be deemed cancelled. (d) For the avoidance of doubt, the consolidation, D. The consolidation or merger or conversion of the Partnership with or into another entityany other partnership, the merger corporation, trust or entity or of another any other partnership, corporation, trust or other entity with or into the Partnership, a statutory unit exchange by the Partnership or the sale, lease, transfer lease or conveyance of all or substantially all of of, the assets property or business of the Partnership Partnership, shall not be considered deemed to constitute a liquidation, dissolution or winding up of the PartnershipPartnership for purposes of this Section 17.3.

Liquidation Preference. (a) In the event of Upon any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Partnership, before any distribution or payment shall be made to the holders of shares of any Class A Units, Class B Units or Junior Preferred Units, the General Partner, as holder holders of the Series A Preferred Units, Units then outstanding shall be entitled to be paid, or have the Partnership declare and set apart for payment, out of the assets of the Partnership legally available for distribution, distribution to its Partners after payment or provision for payment of all debts and other liabilities of the PartnershipPartnership and any liquidation preference owing in respect of any Senior Preferred Units, a liquidation preference in cash or property at fair market value, as determined by the General Partner, of $25.00 per unitSeries A Preferred Unit, plus an amount equal to any accrued and unpaid distributions (whether or not declared) to, but not including, the date of payment or the date the amount for payment is set apart for payment (the “Liquidating Distributions”). (b) If, If upon any such voluntary or involuntary liquidation, dissolution or winding up of the Partnership, the available assets of the Partnership are insufficient to pay the full amount of the Liquidating Distributions on all outstanding Series A Preferred Units and the corresponding amounts payable on all outstanding Parity Preferred Units, then the General Partner, as holder holders of the Series A Preferred Units, Units and the holders of such Parity Preferred Units shall share ratably in any such distribution of assets in proportion to the full Liquidating Distributions to which they would otherwise be respectively entitled. (c) Upon any voluntary or involuntary liquidation, dissolution or winding up of the Partnership, after payment shall have been made in full to the holders of the Series A Preferred Units and any Parity Preferred Units, any other series or class or classes of Junior Preferred Units shall be entitled to receive any and all assets remaining to be paid or distributed, and the holders of the Series A Preferred Units and any Parity Preferred Units shall not be entitled to share therein. (d) After payment of the full amount of the Liquidating Distributions to which it is they are entitled, the General Partner, as holder holders of the Series A Preferred Units, Units will have no right or claim to any of the remaining assets of the Partnership. (de) For the avoidance of doubt, the consolidation, consolidation or merger or conversion of the Partnership with or into another entity, the merger of another entity with or into the Partnership, a statutory unit exchange by the Partnership or the sale, lease, transfer or conveyance of all or substantially all of the assets or business of the Partnership shall not be considered a liquidation, dissolution or winding up of the affairs of the Partnership.

Liquidation Preference. (ai) In the event of any voluntary or involuntary liquidation, dissolution or winding up of the PartnershipPartnership or the General Partner, whether voluntary or involuntary, before any payment or distribution of the assets of the Partnership (whether capital or payment surplus) shall be made to or set apart for the holders of shares of any Junior Units, the General Partner, in its capacity as the holder of the Series A Class C Preferred Units, shall be entitled to be paid, or have the Partnership declare and set apart for paymentreceive, out of the Partnership’s assets legally available for that purpose, Twenty-Five Dollars ($25.00) per Class C Preferred Unit (the “Liquidation Preference”) plus an amount per Class C Preferred Unit equal to all distributions (whether or not earned or declared) accrued and unpaid thereon to the date of final distribution to the General Partner, in its capacity as such holder; but the General Partner, in its capacity as the holder of Class C Preferred Units, shall not be entitled to any further payment. If, upon any such liquidation, dissolution or winding up of the Partnership legally available for distributionor the General Partner, after payment or provision for payment of all debts and other liabilities the assets of the Partnership, a liquidation preference in cash or property at fair market valueproceeds thereof, as determined by distributable to the General Partner, in its capacity as the holder of $25.00 per unitClass C Preferred Units, plus an amount equal shall be insufficient to any pay in full the Liquidation Preference and all accrued and unpaid distributions (whether or not earned or declared) toand the liquidation preference and all accrued and unpaid distributions with respect to any other Parity Units, but not includingthen such assets, the date of payment or the date proceeds thereof, shall be distributed among the amount for payment is set apart General Partner, in its capacity as the holder of such Class C Preferred Units, and the holders of any such other Parity Units ratably in accordance with the respective amounts that would be payable on such Class C Preferred Units and any such other Parity Units if all amounts payable thereon were paid in full. For the purposes of this Section C, (i) a consolidation or merger of the “Liquidating Distributions”)Partnership or the General Partner with one or more entities, (ii) a statutory share exchange by the Partnership or the General Partner and (iii) a sale or transfer of all or substantially all of the Partnership’s or the General Partner’s assets, shall not be deemed to be a liquidation, dissolution or winding up, voluntary or involuntary, of the Partnership or General Partner. (bii) If, Subject to the rights of the holders of Partnership Units of any series or class or classes of shares ranking on a parity with or prior to the Class C Preferred Units upon any such voluntary or involuntary liquidation, dissolution or winding up of the General Partner or the Partnership, the available assets of the Partnership are insufficient after payment shall have been made in full to pay the full amount of the Liquidating Distributions on all outstanding Series A Preferred Units and the corresponding amounts payable on all outstanding Parity Units, then the General Partner, in its capacity as the holder of the Series A Class C Preferred Units, as provided in this Section C, any series or class or classes of Junior Units shall, subject to any respective terms and the holders of such Parity Units shall share ratably in provisions applying thereto, be entitled to receive any such distribution of and all assets in proportion remaining to the full Liquidating Distributions to which they would otherwise be respectively entitled. (c) After payment of the full amount of the Liquidating Distributions to which it is entitledpaid or distributed, and the General Partner, in its capacity as the holder of the Series A Class C Preferred Units, will have no right or claim to any of the remaining assets of the Partnership. (d) For the avoidance of doubt, the consolidation, merger or conversion of the Partnership with or into another entity, the merger of another entity with or into the Partnership, a statutory unit exchange by the Partnership or the sale, lease, transfer or conveyance of all or substantially all of the assets or business of the Partnership shall not be considered a liquidation, dissolution or winding up of the Partnershipentitled to share therein.

Liquidation Preference. (a) In the event of Upon any voluntary or involuntary liquidation, dissolution or winding up Liquidation Event of the Partnership, before any payment or distribution or payment shall be made to the holders of shares of any Junior Units, the General Partner, as holder of the Series A Preferred Units, shall be entitled to be paid, or have the Partnership declare and set apart for payment, out of the assets of the Partnership legally available shall be made to or set apart for distributionthe holders of Junior Units, after payment or provision for payment of all debts and other liabilities the holders of the PartnershipSeries B Participating Preferred Partnership Units shall be entitled to receive the sum of (i) the Initial Liquidation Preference, (ii) the FVA Amount (if the FVA Amount for the relevant period is a liquidation preference in cash or property at fair market valuepositive number), as determined by the General Partner, of $25.00 per unit, plus and (iii) an amount per Series B Participating Preferred Partnership Unit equal to any accrued and unpaid all distributions (whether or not authorized or declared) accrued and unpaid thereon to, but not includingexcluding, the date of payment or the date the amount for payment is set apart final distribution to such holders (the “Liquidating DistributionsFinal Liquidation Preference”), but such holders of the Series B Participating Preferred Partnership Units shall not be entitled to any further payment. (b) If, upon any such voluntary or involuntary liquidation, dissolution or winding up Liquidation Event of the Partnership, the available assets of the Partnership, or proceeds thereof, distributable among the holders of the Series B Participating Preferred Partnership are Units shall be insufficient to pay in full the full preferential amount of the Liquidating Distributions aforesaid and liquidating payments on all outstanding Series A Preferred Units and the corresponding amounts payable on all outstanding any other Parity Units, then such assets, or the General Partnerproceeds thereof, as holder shall be distributed among the holders of the Series A B Participating Preferred Units, Partnership Units and the holders of any such other Parity Units shall share ratably in accordance with the respective amounts that would be payable on the Series B Participating Preferred Partnership Units and any such distribution of assets other Parity Units if all amounts payable thereon were paid in proportion to the full Liquidating Distributions to which they would otherwise be respectively entitled. (c) After payment of the full amount of the Liquidating Distributions to which it is entitled, the General Partner, as holder of the Series A Preferred Units, will have no right or claim to any of the remaining assets of the Partnership. (d) full. For the avoidance purposes of doubtthis Section (6), the consolidation, none of (i) a consolidation or merger or conversion of the Partnership with one or into another entitymore other entities, the merger of another entity with or into the Partnership, (ii) a statutory unit share exchange by the Partnership or the (iii) a voluntary sale, lease, transfer or conveyance of all or substantially all of the assets Partnership’s assets, properties or business of the Partnership shall not be considered deemed to be a liquidation, dissolution or winding up Liquidation Event of the Partnership. (c) Subject to the rights of the holders of Parity Units, upon any Liquidation Event of the Partnership, after payment shall have been made in full to the holders of the Series B Participating Preferred Partnership Units, as provided in this Section (6), any series or class or classes of Junior Units shall, subject to any respective terms and provisions applying thereto, be entitled to receive any and all assets remaining to be paid or distributed, and the holders of the Series B Participating Preferred Partnership Units shall not be entitled to share therein.

Liquidation Preference. (a) In the event of A. Upon any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Partnership, before any distribution or payment shall be made to the holders of shares of any Common Units or Junior Preferred Units, the General Partner, as holder holders of the Series A Preferred Units, Units then outstanding shall be entitled to be paid, or have the Partnership declare and set apart for payment, out of the assets of the Partnership legally available for distribution, distribution to its Partners after payment or provision for payment of all debts and other liabilities of the Partnership, a liquidation preference in cash or property at fair market value, as determined by the General Partner, of $25.00 [•] per unitSeries A Preferred Unit (the “Base Liquidation Preference”), plus an amount equal to any accrued and unpaid distributions (whether or not declared) to, but not including, the date of payment or the date the amount for payment liquidation preference is set apart for payment (the “Liquidating Distributions”). (b) If, B. If upon any such voluntary or involuntary liquidation, dissolution or winding up of the Partnership, the available assets of the Partnership are insufficient to pay the full amount of the Liquidating Distributions on all outstanding Series A Preferred Units and the corresponding amounts payable on all outstanding Parity Preferred Units, then the General Partner, as holder holders of the Series A Preferred Units, Units and the holders of such Parity Preferred Units shall share ratably in any such distribution of assets in proportion to the full Liquidating Distributions to which they would otherwise be respectively entitled. (c) C. Upon any voluntary or involuntary liquidation, dissolution or winding up of the Partnership, after payment shall have been made in full to the holders of the Series A Preferred Units and any Parity Preferred Units, any other series or class or classes of Junior Preferred Units shall be entitled to receive any and all assets remaining to be paid or distributed, and the holders of the Series A Preferred Units and any Parity Preferred Units shall not be entitled to share therein. D. After payment of the full amount of the Liquidating Distributions to which it is they are entitled, the General Partner, as holder holders of the Series A Preferred Units, Units will have no right or claim to any of the remaining assets of the Partnership. (d) E. For the avoidance of doubt, the consolidation, merger or conversion of the Partnership with or into another entity, the merger of another entity with or into the Partnership, a statutory unit exchange by the Partnership or the sale, lease, transfer or conveyance of all or substantially all of the assets or business of the Partnership shall not be considered a liquidation, dissolution or winding up of the affairs of the Partnership.

Liquidation Preference. (a) In the event of Upon any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Partnership, before any distribution or payment shall be made to the holders of shares of any Junior Units, the General Partner, as holder of the Series A Preferred Units, shall be Units are entitled to be paid, or have the Partnership declare and set apart for payment, paid out of the assets of the Partnership legally available for distribution, after payment or provision for payment of all debts and other liabilities of the Partnership, distribution to its Partners a liquidation preference in cash or property at fair market value, as determined by of (x) $25,000.00 per Series A Preferred Unit (the General Partner, of $25.00 per unit“Series A Base Liquidation Preference”), plus an amount equal to any accrued all accumulated and unpaid distributions (whether or not declared) to, but not including, the date of payment the redemption, in cash or property at its fair market value as determined by the date the amount for payment General Partner before any distribution of assets is set apart (the “Liquidating Distributions”)made to Common Units or Junior Preferred Units. (b) If, If upon any such voluntary or involuntary liquidation, dissolution or winding up of the Partnership, the available assets of the Partnership are Partnership, or proceeds thereof, distributable among the holders of Series A Preferred Units shall be insufficient to pay in full the full above described preferential amount and liquidating payments on any other class or series of Parity Preferred Units, then such assets, or the Liquidating Distributions on all outstanding proceeds thereof, shall be distributed among the holders of Series A Preferred Units and any such other Parity Preferred Units ratably in the corresponding same proportion as the respective amounts that would be payable on such Series A Preferred Units and any such other Parity Preferred Units if all amounts payable on all outstanding Parity Unitsthereon were paid in full. (c) Upon any liquidation, then dissolution or winding up of the General PartnerPartnership, as holder after payment shall have been made in full to the holders of the Series A Preferred Units and any Parity Preferred Units, any other series or class or classes of Junior Preferred Units shall be entitled to receive any and all assets remaining to be paid or distributed, and the holders of such Parity Units shall share ratably in any such distribution of assets in proportion to the full Liquidating Distributions to which they would otherwise be respectively entitled. (c) After payment of the full amount of the Liquidating Distributions to which it is entitled, the General Partner, as holder of the Series A Preferred Units, will have no right or claim Units and any Parity Preferred Units shall not be entitled to any of the remaining assets of the Partnershipshare therein. (d) For the avoidance None of doubt, the consolidation, a consolidation or merger or conversion of the Partnership with or into another entity, the a merger of another entity with or into the Partnership, or a statutory unit exchange by the Partnership or the sale, lease, transfer lease or conveyance of all or substantially all of the assets Partnership’s property or business of the Partnership shall not be considered a liquidation, dissolution or winding up of the affairs of the Partnership.

Liquidation Preference. (a) In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Partnership, whether voluntary or involuntary, before any payment or distribution of the Partnership (whether capital, surplus or payment otherwise) shall be made to or set apart for the holders of shares of any Junior Partnership Units, the General Partner, as holder holders of the Series A Class Y Partnership Preferred Units, Units shall be entitled to receive Twenty-Five Dollars ($25.00) per Class Y Partnership Preferred Unit (the “Liquidation Preference”), plus an amount per Class Y Partnership Preferred Unit equal to all dividends (whether or not declared or earned) accumulated, accrued and unpaid on one share of Class Y Preferred Stock to the date of final distribution to such holders; but such holders shall not be paid, or have entitled to any further payment. Until the Partnership declare and set apart for payment, out holders of the assets of Class Y Partnership Preferred Units have been paid the Partnership legally available for distribution, after payment or provision for payment of all debts and other liabilities of the Partnership, a liquidation preference Liquidation Preference in cash or property at fair market value, as determined by the General Partner, of $25.00 per unitfull, plus an amount equal to any accrued and unpaid distributions all dividends (whether or not declareddeclared or earned) toaccumulated, but not including, accrued and unpaid on the Class Y Preferred Stock to the date of final distribution to such holders, no payment shall be made to any holder of Junior Partnership Units upon the liquidation, dissolution or winding up of the date the amount for payment is set apart (the “Liquidating Distributions”). (b) Partnership. If, upon any such voluntary or involuntary liquidation, dissolution or winding up of the Partnership, the available assets of the Partnership are insufficient to pay the full amount of the Liquidating Distributions on all outstanding Series A Preferred Units and the corresponding amounts payable on all outstanding Parity Units, then the General Partner, as holder of the Series A Preferred Units, and the holders of such Parity Units shall share ratably in any such distribution of assets in proportion to the full Liquidating Distributions to which they would otherwise be respectively entitled. (c) After payment of the full amount of the Liquidating Distributions to which it is entitled, the General Partner, as holder of the Series A Preferred Units, will have no right or claim to any of the remaining assets of the Partnership. (d) , or proceeds thereof, distributable among the holders of Class Y Partnership Preferred Units shall be insufficient to pay in full the preferential amount aforesaid and liquidating payments on any Parity Partnership Units, then such assets, or the proceeds thereof, shall be distributed among the holders of Class Y Partnership Preferred Units and any such Parity Partnership Units ratably in the same proportion as the respective amounts that would be payable on such Class Y Partnership Preferred Units and any such other Parity Partnership Units if all amounts payable thereon were paid in full. For the avoidance purposes of doubtthis Section 4, the consolidation, (i) a consolidation or merger or conversion of the Partnership with one or into another entitymore partnerships, the merger of another entity with or into the Partnership, (ii) a statutory unit exchange by the Partnership sale or the sale, lease, transfer or conveyance of all or substantially all of the Partnership’s assets or business of the Partnership shall not be considered deemed to be a liquidation, dissolution or winding up up, voluntary or involuntary, of the Partnership.

Liquidation Preference. (a) In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Partnership, whether voluntary or involuntary, before any payment or distribution or payment shall be made to the holders of shares of any Junior Units, the General Partner, as holder of the Series A Preferred Units, shall be entitled to be paid, or have the Partnership declare and set apart for payment, out of the assets of the Partnership legally available (whether capital or surplus) shall be made to or set apart for distributionthe holders of Junior Units, after payment or provision for payment the holders of all debts and other liabilities of Series One Preferred Units shall be entitled to receive Thirty-four Dollars ($34.00) per Series One Preferred Unit (the Partnership, a liquidation preference in cash or property at fair market value, as determined by the General Partner, of $25.00 per unit, "Liquidation Preference") plus an amount equal to any accrued and unpaid all distributions (whether or not earned or declared) to, but not including, accrued and unpaid thereon to the date of payment or the date the amount for payment is set apart (the “Liquidating Distributions”). (b) final distribution to such holder; but such holders of Series One Preferred Units shall not be entitled to any further payment. If, upon any such voluntary or involuntary liquidation, dissolution or winding up of the Partnership, the available assets of the Partnership are Partnership, or proceeds thereof, distributable among the holders of Series One Preferred Units shall be insufficient to pay in full the full preferential amount of the Liquidating Distributions aforesaid and liquidating payments on all outstanding Series A Preferred Units and the corresponding amounts payable on all outstanding any other Parity Units, then such assets, or the General Partnerproceeds thereof, as holder of the Series A Preferred Units, and shall be distributed among the holders of such Series One Preferred Units and any such other Parity Units shall share ratably in accordance with the respective amounts that would be payable on such Series One Preferred Units and any such distribution of assets other Parity Units if all amounts payable thereon were paid in proportion full. (b) Subject to the rights of the holders of Units of any series or class or classes of Units ranking on a parity with or senior to the Series One Preferred Units upon liquidation, dissolution or winding up, upon any liquidation, dissolution or winding up of the Partnership, after payment shall have been made in full Liquidating Distributions to which they would otherwise the holders of the Series One Preferred Units and Parity Units, as provided in this Section 4, any series or class or classes of Junior Units shall, subject to any respective terms and provisions applying thereto, be respectively entitledentitled to receive any and all assets remaining to be paid or distributed. (c) After payment of the full amount of the Liquidating Distributions liquidating distributions to which it is entitledthey are entitled pursuant to Sections 4(a) and (b), the General Partner, as holder holders of the Series A One Preferred Units, Units will have no right or claim to any of the remaining assets of the Partnership. (d) For the avoidance of doubt, the consolidation, The consolidation or merger or conversion of the Partnership with or into another entityany other corporation, the merger partnership or entity or of another any other corporation, partnership or entity with or into the Partnership, a statutory unit or an exchange by the Partnership of Units or partnership interests, or the sale, lease, transfer lease or conveyance of all or substantially all of the assets property or business of the Partnership Partnership, shall not be considered deemed to constitute a liquidation, dissolution or winding up of the Partnership.

Liquidation Preference. (a) In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Partnership, whether voluntary or involuntary, before any distribution allocation of income or payment gain by the Partnership shall be made to or set apart for the holders of shares of any Junior Partnership Units, to the General Partnerextent possible, as holder the holders of the Series A Preferred Units, Units shall be entitled to be paid, or have the Partnership declare allocated income and set apart for payment, out of the assets of the Partnership legally available for distribution, after payment or provision for payment of all debts and other liabilities of the Partnership, gain to effectively enable them to receive a liquidation preference in cash or property at fair market value, as determined by of (i) $25 per unit (the General Partner, of $25.00 per unit"Liquidation Preference"), plus an amount equal to any (ii) accumulated, accrued and unpaid distributions (whether or not earned or declared) to, but not including, to the date of payment final distribution to such holders; but such holders shall not be entitled to any further allocation of income or gain. Until all holders of the date Preferred Units have been paid the amount for payment is set apart (Liquidation Preference in full, no allocation of income or gain will be made to any holder of Junior Partnership Units upon the “Liquidating Distributions”)liquidation, dissolution or winding up of the Partnership. (b) If, upon any such voluntary or involuntary liquidation, dissolution or winding up of the Partnership, the available assets of the Partnership are Partnership, or proceeds thereof, distributable among the holders of Preferred Units shall be insufficient to pay in full the full amount Liquidation Preference and liquidating payments on any Parity Partnership Units, then following certain allocations made by the Partnership, such assets, or the proceeds thereof, shall be distributed among the holders of the Liquidating Distributions on all outstanding Series A Preferred Units and any such Parity Partnership Units ratably in the corresponding same proportion as the respective amounts that would be payable on such Preferred Units and any such Parity Partnership Units if all amounts payable on all outstanding Parity Units, then the General Partner, as holder of the Series A Preferred Units, and the holders of such Parity Units shall share ratably thereon were paid in any such distribution of assets in proportion to the full Liquidating Distributions to which they would otherwise be respectively entitledfull. (c) After payment For purposes of this Section 5, (i) a consolidation or merger of the full amount Partnership with one or more partnerships, corporations or other entities, or (ii) a sale or transfer of all or substantially all of the Liquidating Distributions Partnership's assets, shall not be deemed to which it is entitledbe a liquidation, the General Partnerdissolution or winding up, as holder of the Series A Preferred Unitsvoluntary or involuntary, will have no right or claim to any of the remaining assets of the Partnership. (d) For the avoidance of doubt, the consolidation, merger or conversion of the Partnership with or into another entity, the merger of another entity with or into the Partnership, a statutory unit exchange by the Partnership or the sale, lease, transfer or conveyance of all or substantially all of the assets or business of the Partnership shall not be considered a Upon any liquidation, dissolution or winding up of the Partnership, after all allocations shall have been made in full to the holders of Preferred Units and any Parity Partnership Units to enable them to receive their respective liquidation preferences, any Junior Partnership Units shall be entitled to receive any and all assets remaining to be paid or distributed, and the holders of the Preferred Units shall not be entitled to share therein.

Liquidation Preference. (ai) In the event of any voluntary or involuntary liquidation, dissolution or winding up of the PartnershipCompany, whether voluntary or involuntary, before any payment or distribution or payment shall be made to the holders of shares of any Junior Units, the General Partner, as holder of the Series A Preferred Units, shall be entitled to be paid, or have the Partnership declare and set apart for payment, out of the assets of the Partnership legally available Company shall be made to or set apart for distributionthe holders of Junior Units, after payment or provision for payment of all debts and other liabilities the holders of the Partnership, a liquidation preference in cash or property at fair market value, as determined by the General Partner, of Series F Company Preferred Units shall be entitled to receive $25.00 per unit, Series F Company Preferred Unit (the “Liquidation Preference”) plus an amount per Series F Company Preferred Unit equal to any all accrued and unpaid distributions (whether or not earned or declared) thereon to, but not including, the date of payment or final distribution to such holders; but such holders of the date the amount for payment is set apart (the “Liquidating Distributions”). (b) Series F Company Preferred Units shall not be entitled to any further payment. If, upon any such voluntary or involuntary liquidation, dissolution or winding up of the PartnershipCompany, the available assets of the Partnership are Company, or proceeds thereof, distributable among the holders of the Series F Company Preferred Units shall be insufficient to pay in full the full preferential amount of the Liquidating Distributions aforesaid and liquidating payments on all outstanding Series A Preferred Units and the corresponding amounts payable on all outstanding any other Parity Units, then such assets, or the General Partnerproceeds thereof, as holder of the Series A Preferred Units, and shall be distributed among the holders of such Series F Company Preferred Units and any such other Parity Units shall share ratably in accordance with the respective amounts that would be payable on such Series F Company Preferred Units and any such distribution other Parity Units if all amounts payable thereon were paid in full. For the purposes of assets in proportion to the full Liquidating Distributions to which they would otherwise be respectively entitled. this Section D, none of (ci) After payment a consolidation or merger of the full amount of the Liquidating Distributions to which it is entitledCompany with one or more entities, the General Partner, as holder of the Series A Preferred Units, will have no right or claim to any of the remaining assets of the Partnership. (dii) For the avoidance of doubt, the consolidation, merger or conversion of the Partnership with or into another entity, the merger of another entity with or into the Partnership, a statutory unit exchange by the Partnership Company, or the sale, lease, (iii) a sale or transfer or conveyance of all or substantially all of the Company’s assets shall be deemed to be a liquidation, dissolution or business winding up, voluntary or involuntary, of the Partnership Company. (ii) Until payment shall not have been made in full to the holders of the Series F Company Preferred Units, as provided in this Section D, and to the holders of Parity Units, subject to any terms and provisions applying thereto, no payment will be considered a made to any holder of Junior Units upon the liquidation, dissolution or winding up of the PartnershipCompany. Subject to the rights of the holders of Parity Units, upon any liquidation, dissolution or winding up of the Company, after payment shall have been made in full to the holders of the Series F Company Preferred Units, as provided in this Section D, any series or class or classes of Junior Units shall, subject to any respective terms and provisions applying thereto, be entitled to receive any and all assets remaining to be paid or distributed, and the holders of the Series F Company Preferred Units shall not be entitled to share therein.

Liquidation Preference. (ai) In the event of any voluntary or involuntary liquidation, dissolution or winding up of the PartnershipPartnership or the General Partner, whether voluntary or involuntary, before any payment or distribution or payment of the assets of the Partnership shall be made to or set apart for the holders of shares of any Junior Units, the General Partner, in its capacity as the holder of the Series A O Preferred Units, shall be entitled to be paid, or have receive Twenty-Five Dollars ($25.00) per Series O Preferred Unit (the Partnership declare and set apart for payment, out of the assets of the Partnership legally available for distribution, after payment or provision for payment of all debts and other liabilities of the Partnership, a liquidation preference in cash or property at fair market value, as determined by the General Partner, of $25.00 per unit, “Liquidation Preference”) plus an amount equal to any accrued and unpaid all distributions (whether or not earned or declared) to, but not including, accrued and unpaid thereon as of the date of payment or final distribution to the date General Partner, in its capacity as such holder; but the amount for payment is set apart (General Partner, in its capacity as the “Liquidating Distributions”). (b) holder of Series O Preferred Units, shall not be entitled to any further payment. If, upon any such voluntary or involuntary liquidation, dissolution or winding up of the PartnershipPartnership or the General Partner, the available assets of the Partnership are Partnership, or proceeds thereof, distributable to the General Partner, in its capacity as the holder of Series O Preferred Units, shall be insufficient to pay in full the full preferential amount of the Liquidating Distributions aforesaid and liquidating payments on all outstanding Series A Preferred Units and the corresponding amounts payable on all outstanding any other Parity Units, then such assets, or the proceeds thereof, shall be distributed to the General Partner, in its capacity as the holder of the such Series A O Preferred Units, and the holders of any such other Parity Units shall share ratably in accordance with the respective amounts that would be payable on such Series O Preferred Units and any such distribution of assets other Parity Units if all amounts payable thereon were paid in proportion to the full Liquidating Distributions to which they would otherwise be respectively entitled. (c) After payment of the full amount of the Liquidating Distributions to which it is entitled, the General Partner, as holder of the Series A Preferred Units, will have no right or claim to any of the remaining assets of the Partnership. (d) full. For the avoidance purposes of doubtthis Section C, the consolidation, (i) a consolidation or merger or conversion of the Partnership or the General Partner with one or into another entitymore entities, the merger of another entity with or into the Partnership, (ii) a statutory unit share exchange by the Partnership or the sale, lease, General Partner and (iii) a sale or transfer or conveyance of all or substantially all of the assets Partnership’s or business the General Partner’s assets, shall not be deemed to be a liquidation or voluntary or involuntary dissolution or winding up of the Partnership shall not be considered or General Partner. (ii) Subject to the rights of the holders of Partnership Units of any series or class or classes of shares ranking on a parity with or prior to the Series O Preferred Units upon any liquidation, dissolution or winding up of the General Partner or the Partnership, after payment shall have been made in full to the General Partner, in its capacity as the holder of the Series O Preferred Units, as provided in this Section, any series or class or classes of Junior Units shall, subject to any respective terms and provisions applying thereto, be entitled to receive any and all assets remaining to be paid or distributed, and the General Partner, in its capacity as the holder of the Series O Preferred Units, shall not be entitled to share therein.

Liquidation Preference. (a) In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Partnership, whether voluntary or involuntary, before any payment or distribution of the assets of the Partnership (whether capital or payment surplus) shall be made to the holders of shares of any Junior Units, the General Partner, as holder holders of the Series A Three Preferred Units, Units shall be entitled to be paidreceive Fifty Dollars ($50.00) per Series Three Preferred Unit (the "Liquidation Preference") or, or have if greater, the amount which each holder would receive in respect of the Common Units and Other Securities and property it would receive upon conversion of its Series Three Preferred Units if all Series Three Preferred Units were converted pursuant to Section 7 immediately prior to the distribution of liquidation proceeds under the Partnership declare and set apart for payment, out of the assets of the Partnership legally available for distribution, after payment or provision for payment of all debts and other liabilities of the Partnership, a liquidation preference in cash or property at fair market value, as determined by the General Partner, of $25.00 per unitAgreement, plus an amount equal to any accrued and unpaid all distributions (whether or not earned or declared) to, but not including, accrued and unpaid thereon pursuant to Section 3 to the date of payment or the date the amount for payment is set apart (the “Liquidating Distributions”). (b) final distribution to such holder; but such holders of Series Three Preferred Units shall not be entitled to any further payment. If, upon any such voluntary or involuntary liquidation, dissolution or winding up of the Partnership, the available assets of the Partnership are Partnership, or proceeds thereof, distributable among the holders of Series Three Preferred Units shall be insufficient to pay in full the full preferential amount of the Liquidating Distributions aforesaid and liquidating payments on all outstanding Series A Preferred Units and the corresponding amounts payable on all outstanding any other Parity Units, then such assets, or the General Partnerproceeds thereof, as holder of the Series A Preferred Units, and shall be distributed among the holders of such Series Three Preferred Units and any such other Parity Units shall share ratably in accordance with the respective amounts that would be payable on such Series Three Preferred Units and any such distribution other Parity Units if all amounts payable thereon were paid in full. (b) Upon any liquidation, dissolution or winding up of assets the Partnership, after payment shall have been made in proportion full to the full Liquidating Distributions holders of the Series Three Preferred Units and Parity Units, as provided in this Section 4, any series or class or classes of Junior Units shall, subject to which they would otherwise any respective terms and provisions applying thereto, be respectively entitledentitled to receive any and all assets remaining to be paid or distributed. (c) After payment of the full amount of the Liquidating Distributions liquidating distributions to which it is entitledthey are entitled pursuant to Sections 4(a) and (b), the General Partner, as holder holders of the Series A Three Preferred Units, Units will have no right or claim to any of the remaining assets of the Partnership. (d) For the avoidance of doubt, the consolidation, The consolidation or merger or conversion of the Partnership with or into another entityany other corporation, the merger partnership, trust or entity or of another any other corporation, partnership, trust or entity with or into the Partnership, a statutory unit or an exchange by the Partnership of Units or partnership interests, or the sale, lease, transfer lease or conveyance of all or substantially all of the assets property or business of the Partnership (unless the net proceeds of any of the foregoing transactions shall be distributed to the holders of Units rather than reinvested), shall not be considered deemed to constitute a liquidation, dissolution or winding up of the Partnership.

Liquidation Preference. (a) In the event of Upon any voluntary or involuntary liquidation, dissolution or winding up of the Partnershipaffairs of the Company, before any distribution or payment shall be made to the holders of shares of any Junior Units, the General Partner, as holder of the Series A Preferred Units, Units shall be entitled to be paid, or have the Partnership declare and set apart for payment, receive out of the assets of the Partnership Company legally available for distribution, after payment distribution to its members or provision for payment of all debts and other liabilities equity holders however denominated a distribution in cash in the amount of the Partnership, a liquidation preference in cash or property at fair market value, as determined by the General Partner, of $25.00 per unit, Liquidation Preference plus an amount equal to any all distributions accrued and unpaid distributions (whether or not declared) to, but not including, thereon to the date of payment payment, plus, if applicable, the Redemption Premium (as defined below) then in effect, before any distribution of assets is made to holders of any class or the date the amount for payment is set apart (the “Liquidating Distributions”)series of Junior Units. (b) IfIn the event that, upon any such voluntary or involuntary liquidation, dissolution or winding up of the Partnershipup, the legally available assets of the Partnership Company are insufficient to pay the full amount of the Liquidating Distributions Liquidation Preference plus an amount equal to all distributions accrued and unpaid on all outstanding Series A Preferred Units and the corresponding amounts payable on all outstanding Parity Units, then the General Partner, as holder holders of the Series A Preferred Units, and the holders of such Parity Units shall share ratably in any such distribution of assets in proportion to the full Liquidating Distributions liquidating distributions to which they would otherwise be respectively entitled. (c) After payment of the full amount of the Liquidating Distributions liquidating distributions to which it is they are entitled, the General Partner, as holder holders of the Series A Preferred Units, Units will have no right or claim to any of the remaining assets of the PartnershipCompany. (d) For Written notice of any such liquidation, dissolution or winding up of the avoidance of doubtCompany, stating the payment date or dates when, and the place or places where, the consolidationamounts distributable in such circumstances shall be payable, merger or conversion shall be given not less than 15 nor more than 60 days prior to the payment date stated therein, to each record holder of the Partnership Series A Preferred Units. (e) Neither the consolidation or merger of the Company with or into another entityany other corporation, the merger limited liability company, partnership, limited partnership, trust or other entity or of another any other corporation, limited liability company, partnership, limited partnership, trust or other entity with or into the PartnershipCompany, a statutory unit exchange by the Partnership or nor the sale, lease, transfer lease or conveyance of all or substantially all of the assets property or business of the Partnership Company, shall not be considered deemed to constitute a liquidation, dissolution or winding up of the PartnershipCompany within the meaning of this Section 3.

Liquidation Preference. (ai) In the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Partnership, before any distribution or payment shall be made to the holders of shares of any Junior Units, the General Partner, as holder of the Series A F Preferred Units, Units shall be entitled to be paid, or have the Partnership declare and set apart for payment, receive out of the assets of the Partnership legally available for distribution, after payment or provision for payment of all debts and other liabilities distribution to the Partners pursuant to Section 13.2.A of the Partnership, Partnership Agreement a liquidation preference in cash or property at fair market value, as determined by the General Partner, of TWENTY-FIVE DOLLARS ($25.00 25) per unitSeries F Preferred Unit, plus an amount equal to any accrued all accumulated and unpaid distributions (whether or not declared) to, but not including, to the date of payment payment, before any distribution of assets is made to holders of Class A Units, Class B Units or any other Partnership Interests that rank junior to the date the amount for payment is set apart (the “Liquidating Distributions”)Series F Preferred Units as to liquidation rights. (bii) If, If upon any such voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Partnership, the available assets of the Partnership are insufficient to pay the make such full amount payment to holders of the Liquidating Distributions on all outstanding Series A F Preferred Units and the corresponding amounts payable on all outstanding Parity Unitsother Partnership Interests ranking on a parity with the Series F Preferred Units in the distribution of assets, then the General Partner, as holder holders of the Series A F Preferred Units, Units and the holders of other such Parity Units Partnership Interests shall share ratably in any such distribution of assets in proportion to the full Liquidating Distributions liquidating distributions to which they would otherwise be respectively entitled. (ciii) Written notice of any such liquidation, dissolution or winding up of the Partnership, stating the payment date or dates when, and the place or places where, the amounts distributable in such circumstances shall be payable, shall be given by first class mail, postage pre-paid, not less than 30 nor more than 60 days prior to the payment date stated therein, to each record holder of the Series F Preferred Units at the respective address of such holders as the same shall appear on the transfer records of the Partnership. (iv) After payment of the full amount of the Liquidating Distributions liquidating distributions to which it is they are entitled, the General Partner, as holder holders of the Series A F Preferred Units, will Units shall have no right or claim to any of the remaining assets of the Partnership. (dv) For the avoidance None of doubt, the consolidation, a consolidation or merger or conversion of the Partnership with or into another entity, the a merger of another entity with or into the Partnership, a statutory unit exchange by the Partnership or the a sale, lease, transfer lease or conveyance of all or substantially all of the assets Partnership’s property or business of the Partnership shall not be considered a liquidation, dissolution or winding up of the affairs of the Partnership.

Liquidation Preference. (a) In the event of any voluntary or involuntary liquidation, dissolution or winding up of the PartnershipCorporation, whether voluntary or involuntary, before any payment or distribution of the assets of the Corporation (whether capital or payment surplus) shall be made to or Set Apart for Payment for the holders of shares of any Junior UnitsShares, the General Partner, as holder holders of the Series A Preferred Units, Shares shall be entitled to receive $1,000.00 per Series A Preferred Share (as may be paidadjusted for stock splits, or have recapitalizations, combinations, reclassifications and similar events which affect the Partnership declare and set apart for payment, out of the assets of the Partnership legally available for distribution, after payment or provision for payment of all debts and other liabilities of the Partnership, a liquidation preference in cash or property at fair market value, as determined by the General Partner, of $25.00 per unit, Series A Preferred Shares) plus an amount equal to any accrued and unpaid distributions all dividends (whether or not declared) to), but not includingincluding any amount due under Section 5(b), accrued and unpaid thereon to the date of final distribution to such holders; but such holders shall not be entitled to any further payment. After payment or to the date the amount for payment is set apart (the “Liquidating Distributions”). (b) If, upon any such voluntary or involuntary liquidation, dissolution or winding up of the Partnership, the available assets of the Partnership are insufficient to pay the full amount of the Liquidating Distributions on all outstanding Series A Preferred Units and the corresponding amounts payable on all outstanding Parity Units, then the General Partner, as holder holders of the Series A Preferred Units, and the holders Shares of such Parity Units shall share ratably in any such distribution of assets in proportion to the full Liquidating Distributions preferential amount to which they would otherwise be respectively entitled. (c) After payment of the full amount of the Liquidating Distributions to which it is are entitled, as described above, the General Partner, as holder holders of the Series A Preferred UnitsShares, will as such, shall have no right or claim to any of the remaining assets of the Partnership. (d) For the avoidance of doubtCorporation. If, the consolidation, merger or conversion of the Partnership with or into another entity, the merger of another entity with or into the Partnership, a statutory unit exchange by the Partnership or the sale, lease, transfer or conveyance of all or substantially all of the assets or business of the Partnership shall not be considered a upon any liquidation, dissolution or winding up of the PartnershipCorporation, the assets of the Corporation, or proceeds thereof, distributable among the holders of the Series A Preferred Shares shall be insufficient to pay in full the preferential amount aforesaid and liquidating payments on any other shares of any class or series of Parity Shares, then such assets, or the proceeds thereof, shall be distributed among the holders of Series A Preferred Shares and any such other Parity Shares ratably in accordance with the respective amounts that would be payable on such Series A Preferred Shares and any such other Parity Shares if all amounts payable thereon were paid in full. For the purposes of this Section 4, (i) a consolidation or merger of the Corporation with one or more corporations, real estate investment trusts or other entities, (ii) a sale, lease or transfer of all or substantially all of the Corporation’s assets or (iii) a statutory share exchange shall not be deemed to be a liquidation, dissolution or winding up, voluntary or involuntary, of the Corporation. (b) Subject to the rights of the holders of any Parity Shares, after payment shall have been made in full to the holders of the Series A Preferred Shares, as provided in this Section 4, any other series or class or classes of Junior Shares shall, subject to the respective terms and provisions (if any) applying thereto, be entitled to receive any and all assets remaining to be paid or distributed, and the holders of the Series A Preferred Shares shall not be entitled to share therein.

Liquidation Preference. (a) In the event of Upon any voluntary or involuntary liquidation, dissolution or winding up liquidation of the Partnership, before any distribution or payment shall be made to the holders of shares of any Junior Units, the General Partner, as holder of the Series A F Preferred Units, shall be Units are entitled to be paid, or have the Partnership declare and set apart for payment, paid out of the assets of the Partnership legally available for distribution, after payment or provision for payment of all debts and other liabilities of the Partnership, distribution to its Partners a liquidation preference equal to the sum of (i) $25.00 per Series F Preferred Unit, and (ii) an amount equal to all accumulated and unpaid distributions up to and including the date of the redemption, in cash or property at its fair market value, value as determined by the General Partner, Partner before any distribution of $25.00 per unit, plus an amount equal assets is made with respect to any accrued and unpaid distributions (whether OP Units or not declared) to, but not including, other Partnership Units ranking junior to Series F Preferred Units with respect to distribution rights or rights upon liquidation of the date of payment or the date the amount for payment is set apart (the “Liquidating Distributions”)Partnership. (b) If, If upon any such voluntary or involuntary liquidation, dissolution or winding up liquidation of the Partnership, the available assets of the Partnership are Partnership, or proceeds thereof, distributable among the holders of Series F Preferred Units shall be insufficient to pay in full the full preferential amount and liquidating payments on any other class or series of the Liquidating Distributions on all outstanding Series A Preferred Units and the corresponding amounts payable on all outstanding Parity Units, then such assets, or the General Partnerproceeds thereof, as holder of the Series A Preferred Units, and shall be distributed among the holders of Series F Preferred Units and any such other Preferred Parity Units shall share ratably in the same proportion as the respective amounts that would be payable on such Series F Preferred Units and any such distribution of assets other Preferred Parity Units if all amounts payable thereon were paid in proportion to the full Liquidating Distributions to which they would otherwise be respectively entitledfull. (c) After payment Written notice of any such liquidation of the full amount of Partnership, stating the Liquidating Distributions to which it is entitledpayment date or dates when, and the place or places where, the General Partneramounts distributable in such circumstances shall be payable, as shall be given by first class mail, postage pre-paid, not less than 30 nor more than 60 days prior to the payment date stated therein, to each holder of Series F Preferred Units at the Series A Preferred Units, will have no right or claim to any respective addresses of such holders as the remaining assets same shall appear on the records of the Partnership. (d) For Upon the avoidance liquidation of doubtthe Partnership, after payment shall have been made in full in respect of the Series F Preferred Units, the consolidation, holders of Series F Preferred Units shall not be entitled to receive any further amounts in respect of Series F Preferred Units. (e) None of a consolidation or merger or conversion of the Partnership with or into another entity, the a merger of another entity with or into the Partnership, a statutory unit exchange by the Partnership or the sale, lease, transfer lease or conveyance of all or substantially all of the assets or business Partnership’s property shall be considered a liquidation of the affairs of the Partnership shall not be considered a liquidation, dissolution or winding up for purposes of the Partnershipthis Section 5.

Liquidation Preference. (a) In the event of Upon any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Partnership, before any distribution or payment shall be made to the holders of shares of any Common Units or Junior Preferred Units, the General Partner, as holder holders of the Series A B Preferred Units, Units then outstanding shall be entitled to be paid, or have the Partnership declare and set apart aside for payment, out of the assets of the Partnership legally available for distribution, distribution to its Partners after payment of or provision for payment of all debts and other liabilities of the Partnership, a liquidation preference in cash or property at fair market value, as determined by the General Partner, of $25.00 per unitSeries B Preferred Unit (the “Base Liquidation Preference”), plus an amount equal to any accrued and unpaid distributions (whether or not declared) to, but not including, the date of payment or the date the amount liquidation preference is set aside for payment is set apart (the “Liquidating Distributions”). (b) If, If upon any such voluntary or involuntary liquidation, dissolution or winding up of the Partnership, the available assets of the Partnership are insufficient to pay the full amount of the Liquidating Distributions on all outstanding Series A B Preferred Units and the corresponding amounts payable on all outstanding Parity Preferred Units, then the General Partner, as holder of the Series A Preferred Units, and the holders of such Series B Preferred Units and Parity Preferred Units shall share ratably in any such distribution of assets in proportion to the full Liquidating Distributions to which they would otherwise be respectively entitled. (c) Upon any voluntary or involuntary liquidation, dissolution or winding up of the Partnership, after payment shall have been made in full to the holders of the Series B Preferred Units and any Parity Preferred Units, any other series or class or classes of Junior Preferred Units shall be entitled to receive any and all assets remaining to be paid or distributed, and the holders of the Series B Preferred Units and any Parity Preferred Units shall not be entitled to share therein. d) After payment of the full amount of the Liquidating Distributions to which it is they are entitled, the General Partner, as holder holders of the Series A B Preferred Units, Units will have no right or claim to any of the remaining assets of the Partnership. (de) For the avoidance of doubt, the consolidation, merger or conversion of the Partnership with or into another entity, the merger of another entity with or into the Partnership, a statutory unit exchange by the Partnership or the sale, lease, transfer or conveyance of all or substantially all of the assets or business of the Partnership shall not be considered deemed to constitute a liquidation, dissolution or winding up of the affairs of the Partnership.

Liquidation Preference. (a) In the event of Upon any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Partnership, before any distribution or payment shall be made to the holders of shares of any Common Units or Junior Preferred Units, the General Partner, as holder holders of the Series A E Preferred Units, Units then outstanding shall be entitled to be paid, or have the Partnership declare and set apart for payment, out of the assets of the Partnership legally available for distribution, distribution to its Partners after payment or provision for payment of all debts and other liabilities of the Partnership, a liquidation preference in cash or property at fair market value, as determined by the General Partner, of $25.00 per unitSeries E Preferred Unit (the “Base Liquidation Preference”), plus an amount equal to any accrued and unpaid distributions (whether or not declared) to, but not including, the date of payment or the date the amount for payment liquidation preference is set apart for payment (the “Liquidating Distributions”). (b) If, If upon any such voluntary or involuntary liquidation, dissolution or winding up of the Partnership, the available assets of the Partnership are insufficient to pay the full amount of the Liquidating Distributions on all outstanding Series A E Preferred Units and the corresponding amounts payable on all outstanding Parity Preferred Units, then the General Partner, as holder of the Series A Preferred Units, and the holders of such Series E Preferred Units and Parity Preferred Units shall share ratably in any such distribution of assets in proportion to the full Liquidating Distributions to which they would otherwise be respectively entitled. (c) Upon any voluntary or involuntary liquidation, dissolution or winding up of the Partnership, after payment shall have been made in full to the holders of the Series E Preferred Units and any Parity Preferred Units, any other series or class or classes of Junior Preferred Units shall be entitled to receive any and all assets remaining to be paid or distributed, and the holders of the Series E Preferred Units and any Parity Preferred Units shall not be entitled to share therein. (d) After payment of the full amount of the Liquidating Distributions to which it is they are entitled, the General Partner, as holder holders of the Series A E Preferred Units, Units will have no right or claim to any of the remaining assets of the Partnership. (de) For the avoidance of doubt, the consolidation, merger or conversion of the Partnership with or into another entity, the merger of another entity with or into the Partnership, a statutory unit exchange by the Partnership or the sale, lease, transfer or conveyance of all or substantially all of the assets or business of the Partnership shall not be considered a liquidation, dissolution or winding up of the affairs of the Partnership.

Liquidation Preference. (a) In If any Distribution, occurs, the event Series A Holders shall be entitled to receive, prior in preference to any Distribution to the holders of the Junior Securities, an amount per share equal to the Series A Original Issue Price, together with unpaid and accrued dividends (whether or not earned or declared) on the Series A Preferred. If upon any such Distribution, and after payment in full of any voluntary amounts due the creditors of this corporation, the assets available to be distributed to the Series A Holders shall be insufficient to pay to the Series A Holders the full preferential amounts due to the Series A Holders, then the entire assets of this corporation legally available for distribution shall be distributed among the Series A Holders pro rata. (b) Upon the completion of the Distribution required by Section 4(a), if assets remain in this corporation, they shall be distributed to holders of Junior Securities in accordance with this corporation’s Certificate of Incorporation, including any duly adopted certificate(s) of designation. (c) At the option of each Series A Holder, (i) a sale, conveyance or involuntary disposition of all or substantially all the assets of this corporation to any entity other than an Affiliate of this corporation (a “Liquidating Transaction”) or (ii) any Fundamental Change shall be deemed to be a liquidation, dissolution or winding up within the meaning of the Partnershipthis Section 4; provided, before that any distribution Liquidating Transaction or payment shall be made to the holders of shares of any Junior Units, the General Partner, as holder of the Fundamental Change that a Series A Preferred Units, shall be entitled Holder elects in writing not to be paid, or have the Partnership declare and set apart for payment, out of the assets of the Partnership legally available for distribution, after payment or provision for payment of all debts and other liabilities of the Partnership, a liquidation preference in cash or property at fair market value, treat as determined by the General Partner, of $25.00 per unit, plus an amount equal to any accrued and unpaid distributions (whether or not declared) to, but not including, the date of payment or the date the amount for payment is set apart (the “Liquidating Distributions”). (b) If, upon any such voluntary or involuntary liquidation, dissolution or winding up of the Partnership, the available assets of the Partnership are insufficient to pay the full amount of the Liquidating Distributions on all outstanding Series A Preferred Units and the corresponding amounts payable on all outstanding Parity Units, then the General Partner, as holder of the Series A Preferred Units, and the holders of such Parity Units shall share ratably in any such distribution of assets in proportion to the full Liquidating Distributions to which they would otherwise be respectively entitled. (c) After payment of the full amount of the Liquidating Distributions to which it is entitled, the General Partner, as holder of the Series A Preferred Units, will have no right or claim to any of the remaining assets of the Partnership. (d) For the avoidance of doubt, the consolidation, merger or conversion of the Partnership with or into another entity, the merger of another entity with or into the Partnership, a statutory unit exchange by the Partnership or the sale, lease, transfer or conveyance of all or substantially all of the assets or business of the Partnership shall not be considered a liquidation, dissolution or winding up of this corporation shall not be treated as a liquidation, dissolution or winding up within the Partnershipmeaning of this Section 4(c), but instead shall be subject to Section 5(f). Any Series A Holder as to which any Liquidating Transaction or any Fundamental Change is treated as a liquidation, dissolution or winding up of this corporation under this Section 4(c) is referred to herein as a “Series A Liquidating Holder.” (d) Prior to the closing of a transaction described in Section 4(c) which would constitute a Liquidating Transaction or a Fundamental Change, this corporation shall either (i) make all cash distributions it is required to make to the Series A Liquidating Holders pursuant to the first sentence of Section 4(a), (ii) set aside sufficient funds from which the cash distributions required to be made to the Series A Liquidating Holders can be made or (iii) establish an escrow or other similar arrangement with a third party pursuant to which the proceeds payable to this corporation from a sale of all or substantially all the assets of this corporation will be used to make the liquidating payments to the Series A Liquidating Holders immediately after the consummation of such sale. If this corporation has not fully complied with any of the foregoing alternatives, this corporation shall either: (x) cause such closing to be postponed until such cash distributions have been made or (y) cancel such transaction, in which event the rights of the Series A Holders or other arrangements shall be the same as existing immediately prior to such proposed transaction.

Liquidation Preference. (a) In the event of any voluntary or involuntary liquidation, dissolution or winding up of the PartnershipPartnership or the Company, whether voluntary or involuntary, before any payment or distribution or payment of the assets of the Partnership shall be made to or set apart for the holders of shares of any Junior Units, the General PartnerCompany, in its capacity as the holder of the Series A Preferred Units, shall be entitled to be paid, or have receive Twenty-Five Dollars ($25.00) per Series A Preferred Unit (the Partnership declare and set apart for payment, out of the assets of the Partnership legally available for distribution, after payment or provision for payment of all debts and other liabilities of the Partnership, a liquidation preference in cash or property at fair market value, as determined by the General Partner, of $25.00 per unit, “Series A Liquidation Preference”) plus an amount equal to any accrued and unpaid all distributions (whether or not earned or declared) to, but not including, accrued and unpaid thereon to the date of payment or final distribution to the date Company, in its capacity as such holder; but the amount for payment is set apart (Company, in its capacity as the “Liquidating Distributions”). (b) holder of Series A Preferred Units, shall not be entitled to any further payment. If, upon any such voluntary or involuntary liquidation, dissolution or winding up of the PartnershipPartnership or the Company, the available assets of the Partnership are Partnership, or proceeds thereof, distributable to the Company, in its capacity as the holder of Series A Preferred Units, shall be insufficient to pay in full the full preferential amount of the Liquidating Distributions aforesaid and liquidating payments on all outstanding Series A any other Parity Preferred Units and the corresponding amounts payable on all outstanding Parity Units, then such assets, or the General Partnerproceeds thereof, shall be distributed among the Company, in its capacity as the holder of the such Series A Preferred Units, and the holders of any such other Parity Preferred Units shall share ratably in accordance with the respective amounts that would be payable on such Series A Preferred Units and any such distribution other Parity Preferred Units if all amounts payable thereon were paid in full. For the purposes of assets in proportion this Section 16.3, (i) a consolidation or merger of the Partnership or the Company with one or more entities, (ii) a statutory share exchange by the Partnership or the Company and (iii) a sale or transfer of all or substantially all of the Partnership’s or the Company’s assets, shall not be deemed to be a liquidation, dissolution or winding up, voluntary or involuntary, of the full Liquidating Distributions to which they would otherwise be respectively entitledPartnership or Company. (cb) After payment Subject to the rights of the full amount holders of Partnership Units of any series or class or classes of shares ranking on a parity with or prior to the Series A Preferred Units upon any liquidation, dissolution or winding up of the Liquidating Distributions Company or the Partnership, after payment shall have been made in full to which it is entitledthe Company, in its capacity as the General Partner, as holder of the Series A Preferred Units, will have no right as provided in this Section 16.3, any series or claim class or classes of Junior Units shall, subject to any respective terms and provisions applying thereto, be entitled to receive any and all assets remaining to be paid or distributed, and the Company, in its capacity as the holder of the remaining assets of the Partnership. (d) For the avoidance of doubtSeries A Preferred Units, the consolidation, merger or conversion of the Partnership with or into another entity, the merger of another entity with or into the Partnership, a statutory unit exchange by the Partnership or the sale, lease, transfer or conveyance of all or substantially all of the assets or business of the Partnership shall not be considered a liquidation, dissolution or winding up of the Partnershipentitled to share therein.

Liquidation Preference. (a) In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Partnership, whether voluntary or involuntary, before any payment or distribution of the Partnership (whether capital, surplus or payment otherwise) shall be made to or set apart for the holders of shares of any Junior Partnership Units, the General Partner, as holder holders of the Series A E Partnership Preferred Units, Units shall be entitled to be paid, or have receive the greater of: (x) One Hundred Dollars ($100.00) per Series E Partnership declare and set apart for payment, out of the assets of the Partnership legally available for distribution, after payment or provision for payment of all debts and other liabilities of the Partnership, a liquidation preference in cash or property at fair market value, as determined by the General Partner, of $25.00 per unitPreferred Unit , plus an amount per Series E Partnership Preferred Unit equal to any accrued and unpaid distributions all dividends (whether or not declared) toaccumulated, but not including, accrued and unpaid on one share of Series E Preferred Stock to the date of payment or the date final distribution to such holders; and (y) the amount for payment is set apart per Series E Partnership Preferred Unit a holder would receive if such holder converted his or her Series E Partnership Preferred Units into Partnership Common Units immediately prior to such liquidation, dissolution or winding-up (the “Liquidating Distributions”"Liquidation Preference"). (b) ; but such holders shall not be entitled to any further payment. Until the holders of the Series E Partnership Preferred Units have been paid the Liquidation Preference in full, no payment shall be made to any holder of Junior Partnership Units upon the liquidation, dissolution or winding up of the Partnership. If, upon any such voluntary or involuntary liquidation, dissolution or winding up of the Partnership, the available assets of the Partnership are insufficient to pay the full amount of the Liquidating Distributions on all outstanding Series A Preferred Units and the corresponding amounts payable on all outstanding Parity Units, then the General Partner, as holder of the Series A Preferred Units, and the holders of such Parity Units shall share ratably in any such distribution of assets in proportion to the full Liquidating Distributions to which they would otherwise be respectively entitled. (c) After payment of the full amount of the Liquidating Distributions to which it is entitled, the General Partner, as holder of the Series A Preferred Units, will have no right or claim to any of the remaining assets of the Partnership. (d) , or proceeds thereof, distributable among the holders of Series E Partnership Preferred Units shall be insufficient to pay in full the preferential amount aforesaid and liquidating payments on any Parity Partnership Units, then such assets, or the proceeds thereof, shall be distributed among the holders of Series E Partnership Preferred Units and any such Parity Partnership Units ratably in the same proportion as the respective amounts that would be payable on such Series E Partnership Preferred Units and any such other Parity Partnership Units if all amounts payable thereon were paid in full. For the avoidance purposes of doubtthis Section 4, the consolidation, (i) a consolidation or merger or conversion of the Partnership with one or into another entitymore partnerships, the merger of another entity with or into the Partnership, (ii) a statutory unit exchange by the Partnership sale or the sale, lease, transfer or conveyance of all or substantially all of the Partnership's assets or business of the Partnership shall not be considered deemed to be a liquidation, dissolution or winding up, voluntary or involuntary, of the Partnership. (b) Upon any liquidation, dissolution or winding up of the Partnership, after payment shall have been made in full to the holders of Series E Partnership Preferred Units and any Parity Partnership Units, as provided in this Section 4, any other series or class or classes of Junior Partnership Units shall, subject to the respective terms thereof, be entitled to receive any and all assets remaining to be paid or distributed, and the holders of the Series E Partnership Preferred Units and any Parity Partnership Units shall not be entitled to share therein.

Liquidation Preference. (a) In the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Partnership, before any distribution or payment shall be made to the holders of shares of any Junior Units, the General Partner, as holder of the Series A F Preferred Units, Units shall be entitled to be paid, or have the Partnership declare and set apart for paymentreceive, out of the assets of the Partnership legally available for distribution, distribution to the Partners (after payment or provision for payment of all debts and other liabilities of the Partnership), a liquidation preference liquidating distributions in cash or property at fair market value, value as determined by the General Partner, Partner equal to a liquidation preference of $25.00 per unitSeries F Preferred Unit, plus an amount equal to any all accrued and unpaid distributions (whether or not declared) to, but not including, the date of payment payment, before any distribution of assets is made to holders of Common Units or any other Partnership Interests that rank junior to the date the amount for payment is set apart (the “Liquidating Distributions”)Series F Preferred Units as to liquidation rights. (b) If, If upon any such voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Partnership, the available assets of the Partnership are insufficient to pay the make such full amount payment to holders of the Liquidating Distributions on all outstanding Series A F Preferred Units and the corresponding amounts payable on all outstanding Parity Unitsother Partnership Interests ranking on a parity with the Series F Preferred Units in the distribution of assets, then the General Partner, as holder holders of the Series A F Preferred Units, Units and the holders of other such Parity Units Partnership Interests shall share ratably in any such distribution of assets in proportion to the full Liquidating Distributions liquidating distributions to which they would otherwise be respectively entitled. (c) After payment of the full amount of the Liquidating Distributions liquidating distributions to which it is they are entitled, the General Partner, as holder holders of the Series A F Preferred Units, will Units shall have no right or claim to any of the remaining assets of the Partnership. (d) For the avoidance None of doubt, the consolidation, a consolidation or merger or conversion of the Partnership with or into another entity, the a merger of another entity with or into the Partnership, a statutory unit exchange by the Partnership or the a sale, lease, transfer lease or conveyance of all or substantially all of the assets Partnership’s property or business of the Partnership shall not be considered a liquidation, dissolution or winding up liquidation of the Partnership.

Liquidation Preference. (a) In the event of Upon any voluntary or involuntary liquidation, dissolution or winding up of the Partnershipaffairs of the Partnership (referred to herein as a "liquidation"), before any distribution or payment shall be made to the holders of shares of any Junior Units, the General Partner, as holder of the Series A E Preferred Units, shall Units will be entitled to be paid, or have the Partnership declare and set apart for payment, paid out of the assets of the Partnership legally available for distributiondistribution to its unitholders liquidating distributions, after payment or provision for payment of all debts and other liabilities of the Partnership, a liquidation preference in cash or property at its fair market value, value as determined by the General Partner, in the amount of a liquidation preference of $25.00 per unit, plus an amount equal to any accrued accumulated and unpaid distributions (whether or not declared) to, but not including, to the date of payment such liquidation, before any distribution or the date the amount for payment is set apart (the “Liquidating Distributions”). (b) If, upon made to holders of Common Units or any such voluntary or involuntary liquidation, dissolution or winding up of the Partnership, the available assets other equity securities of the Partnership are insufficient ranking junior to pay the full amount of the Liquidating Distributions on all outstanding Series A E Preferred Units and as to the corresponding amounts payable on all outstanding Parity Units, then the General Partner, as holder of the Series A Preferred Units, and the holders of such Parity Units shall share ratably in any such distribution of assets in proportion to the full Liquidating Distributions to which they would otherwise be respectively entitled. (c) upon a liquidation. After payment of the full amount of the Liquidating Distributions liquidating distributions to which it is they are entitled, the General Partner, as holder holders of the Series A E Preferred Units, Units will have no right or claim to any of the remaining assets of the Partnership. (db) For In the avoidance event that, upon any liquidation of doubtthe Partnership, the consolidationavailable assets of the Partnership are insufficient to pay the amount of the liquidating distributions on all outstanding Series E Preferred Units and the corresponding amounts payable on all other equity securities of the Partnership ranking on a parity with Series E Preferred Units in the distribution of assets upon a liquidation, then the holders of Series E Preferred Units and all other such equity securities shall share ratably in any such distribution of assets in proportion to the full liquidating distributions per unit to which they would otherwise be respectively entitled. (c) The consolidation or merger or conversion of the Partnership with or into another any other entity, or the merger of another entity with or into the Partnership, or a statutory unit exchange by the Partnership Partnership, or the sale, lease, transfer lease or conveyance of all or substantially all of the assets property or business of the Partnership Partnership, shall not be considered deemed to constitute a liquidation, dissolution or winding up liquidation of the Partnership. (d) The liquidation preference of the outstanding Series E Preferred Units will not be added to the liabilities of the Partnership for the purpose of determining whether under the Delaware Revised Uniform Limited Partnership Act a distribution may be made to unitholders of the Partnership whose preferential rights upon dissolution of the Partnership are junior to those of holders of Series E Preferred Units. This section 4

Liquidation Preference. (ai) In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Partnership, before any distribution or payment shall be made to the holders of shares of any Junior Units, the General Partner, as holder of the Series A S Preferred Units, Units shall be entitled to be paid, or have the Partnership declare and set apart for payment, receive out of the assets of the Partnership legally available for distribution, after payment or provision for payment of all debts and other liabilities distribution to the Partners pursuant to Section 13.02.A of the Partnership, Partnership Agreement a liquidation preference in cash or property at fair market value, as determined by the General Partner, of $25.00 per unitSeries S Preferred Unit, plus an amount equal to any accrued accumulated and unpaid distributions (whether or not declaredearned or authorized) to, but not including, to the date of payment or the date the amount for payment is set apart (the “Liquidating DistributionsSeries S Liquidation Value”), before any distribution of assets is made to holders of any other Partnership Interests that rank junior to the Series S Preferred Units as to the distribution of assets upon the liquidation, dissolution or winding up of the Partnership, but subject to the preferential rights of the holders of Partnership Interests ranking senior to the Series S Preferred Units as to the distribution of assets upon the liquidation, dissolution or winding up of the Partnership. (bii) If, If upon any such voluntary or involuntary liquidation, dissolution or winding up of the Partnership, the available assets of the Partnership legally available for distribution to its Partners are insufficient to pay make such full payment to the full amount holders of the Liquidating Distributions on all outstanding Series A S Preferred Units Units, and the corresponding amounts payable on all outstanding Parity Unitsother Partnership Interests ranking on a parity with the Series S Preferred Units as to the distribution of assets upon the liquidation, dissolution or winding up of the Partnership, then the General Partner, as holder holders of the Series A S Preferred Units, and the all other holders of such Parity Partnership Interests on a parity with the Series S Preferred Units shall share ratably in any such distribution of assets in proportion to the full Liquidating Distributions liquidating distributions (including, if applicable, accumulated and unpaid distributions) to which they would otherwise be respectively entitled. (ciii) After payment of the full amount of the Liquidating Distributions to which it is entitledSeries S Liquidation Value, the General Partner, as holder holders of the Series A S Preferred Units, will shall have no right or claim to any of the remaining assets of the Partnership. (div) For the avoidance None of doubt, the consolidation, a consolidation or merger or conversion of the Partnership with or into another entity, the a merger of another entity with or into the Partnership, a statutory unit exchange by the Partnership or the a sale, lease, transfer lease or conveyance of all or substantially all of the assets Partnership’s property or business of the Partnership shall not be considered a liquidation, dissolution or winding up of the affairs of the Partnership.

Liquidation Preference. (ai) In the event of any voluntary or involuntary liquidation, dissolution or winding up of the PartnershipPartnership or the General Partner, whether voluntary or involuntary, before any payment or distribution or payment of the assets of the Partnership shall be made to or set apart for the holders of shares of any Junior Units, the General Partner, in its capacity as the holder of the Series A C Pass-Through Preferred Units, shall be entitled to be paid, or have receive Twenty-Five Dollars ($25.00) per Series C Pass-Through Preferred Unit (the Partnership declare and set apart for payment, out of the assets of the Partnership legally available for distribution, after payment or provision for payment of all debts and other liabilities of the Partnership, a liquidation preference in cash or property at fair market value, as determined by the General Partner, of $25.00 per unit, "Liquidation Preference") plus an amount equal to any accrued and unpaid all distributions (whether or not earned or declared) to, but not including, accrued and unpaid thereon to the date of payment or final distribution to the date General Partner, in its capacity as such holder; but the amount for payment is set apart (General Partner, in its capacity as the “Liquidating Distributions”). (b) holder of Series C Pass-Through Preferred Units, shall not be entitled to any further payment. If, upon any such voluntary or involuntary liquidation, dissolution or winding up of the PartnershipPartnership or the General Partner, the available assets of the Partnership are Partnership, or proceeds thereof, distributable to the General Partner, in its capacity as the holder of Series C Pass-Through Preferred Units, shall be insufficient to pay in full the full preferential amount of the Liquidating Distributions aforesaid and liquidating payments on all outstanding Series A Preferred Units and the corresponding amounts payable on all outstanding any other Parity Units, then such assets, or the proceeds thereof, shall be distributed among the General Partner, as holder in its (ii) Subject to the rights of the Series A Preferred Units, and the holders of such Parity Partnership Units shall share ratably in of any such distribution series or class or classes of assets in proportion shares ranking on a parity with or prior to the full Liquidating Distributions to which they would otherwise be respectively entitled. (c) After payment of the full amount of the Liquidating Distributions to which it is entitled, the General Partner, as holder of the Series A C Pass-Through Preferred Units, will have no right or claim to Units upon any of the remaining assets of the Partnership. (d) For the avoidance of doubt, the consolidation, merger or conversion of the Partnership with or into another entity, the merger of another entity with or into the Partnership, a statutory unit exchange by the Partnership or the sale, lease, transfer or conveyance of all or substantially all of the assets or business of the Partnership shall not be considered a liquidation, dissolution or winding up of the General Partner or the Partnership, after payment shall have been made in full to the General Partner, in its capacity as the holder of the Series C Pass-Through Preferred Units, as provided in this Section, any series or class or classes of Junior Units shall, subject to any respective terms and provisions applying thereto, be entitled to receive any and all assets remaining to be paid or distributed, and the General Partner, in its capacity as the holder of the Series C Pass-Through Preferred Units, shall not be entitled to share therein.

Liquidation Preference. (ai) In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Partnership, before any distribution or payment shall be made to the holders of shares of any Junior Units, the Managing General Partner, in its capacity as holder of the Series A C Preferred Units, shall be entitled to be paid, or have the Partnership declare and set apart for payment, receive out of the assets of the Partnership legally available for distribution, after payment or provision for payment of all debts and other liabilities distribution to the Partners pursuant to Section 13.02.A of the Partnership, Partnership Agreement a liquidation preference in cash or property at fair market value, as determined by the General Partner, of $25.00 per unitSeries C Preferred Unit, plus an amount equal to any accrued accumulated and unpaid distributions (whether or not declaredearned or authorized) to, but not including, to the date of payment payment, before any distribution of assets is made to holders of Class A Units, Class B Units or any other Partnership Interests that rank junior to the date Series C Preferred Units as to the amount for payment is set apart (distribution of assets upon the “Liquidating Distributions”)liquidation, dissolution or winding up of the Partnership, but subject to the preferential rights of the holders of Partnership Interests ranking senior to the Series C Preferred Units as to the distribution of assets upon the liquidation, dissolution or winding up of the Partnership. (bii) If, If upon any such voluntary or involuntary liquidation, dissolution or winding up of the Partnership, the available assets of the Partnership legally available for distribution to its Partners are insufficient to pay make such full payment to the full amount Managing General Partner, in its capacity as the holder of the Liquidating Distributions on all outstanding Series A C Preferred Units Units, and the corresponding amounts payable on all outstanding Parity Unitsother Partnership Interests ranking on a parity with the Series C Preferred Units as to the distribution of assets upon the liquidation, dissolution or winding up of the Partnership, then the Managing General Partner, in its capacity as the holder of the Series A C Preferred Units, and the all other holders of such Parity Units Partnership Interests shall share ratably in any such distribution of assets in proportion to the full Liquidating Distributions liquidating distributions (including, if applicable, accumulated and unpaid distributions) to which they would otherwise be respectively entitled. (ciii) After payment of the full amount of the Liquidating Distributions liquidating distributions to which it is they are entitled, the Managing General Partner, in its capacity as the holder of the Series A C Preferred Units, will shall have no right or claim to any of the remaining assets of the Partnership. (div) For the avoidance None of doubt, the consolidation, a consolidation or merger or conversion of the Partnership with or into another entity, the a merger of another entity with or into the Partnership, a statutory unit exchange by the Partnership or the a sale, lease, transfer lease or conveyance of all or substantially all of the assets Partnership’s property or business of the Partnership shall not be considered a liquidation, dissolution or winding up of the affairs of the Partnership.

Liquidation Preference. (a) In the event of Upon any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Partnership, before any distribution or payment shall be made to the holders of shares of any Junior Units, the General Partner, as holder of the Series A H Preferred Units, shall be Units are entitled to be paid, or have the Partnership declare and set apart for payment, paid out of the assets of the Partnership legally available for distribution, after payment or provision for payment of all debts and other liabilities of the Partnership, distribution to its Partners a liquidation preference in cash or property at fair market value, as determined by of (x) $25 per Series H Preferred Unit (the General Partner, of $25.00 per unit“Base Liquidation Preference”), plus an amount equal to any accrued all accumulated and unpaid distributions (whether or not declared) to, but not including, the date of payment payment, in cash before any distribution of assets is made to Common Units or the date the amount for payment is set apart (the “Liquidating Distributions”)Junior Preferred Units. (b) If, If upon any such voluntary or involuntary liquidation, dissolution or winding up of the Partnership, the available assets of the Partnership are Partnership, or proceeds thereof, distributable among the holders of Series H Preferred Units shall be insufficient to pay in full the full above described preferential amount and liquidating payments on any other class or series of Parity Preferred Units, then such assets, or the Liquidating Distributions on all outstanding proceeds thereof, shall be distributed among the holders of Series A H Preferred Units and any such other Parity Preferred Units ratably in the corresponding same proportion as the respective amounts that would be payable on such Series H Preferred Units and any such other Parity Preferred Units if all amounts payable on all outstanding Parity Unitsthereon were paid in full. (c) Upon any liquidation, then dissolution or winding up of the General PartnerPartnership, as holder after payment shall have been made in full to the holders of the Series A H Preferred Units and any Parity Preferred Units, any other series or class or classes of Junior Preferred Units shall be entitled to receive any and all assets remaining to be paid or distributed, and the holders of such the Series H Preferred Units and any Parity Preferred Units shall not be entitled to share ratably in any such distribution of assets in proportion to the full Liquidating Distributions to which they would otherwise be respectively entitled. (c) After payment of the full amount of the Liquidating Distributions to which it is entitled, the General Partner, as holder of the Series A Preferred Units, will have no right or claim to any of the remaining assets of the Partnershiptherein. (d) For the avoidance None of doubt, the a consolidation, merger or conversion of the Partnership with or into another entity, the a merger of another entity with or into the Partnership, or a statutory unit exchange by the Partnership or the sale, lease, transfer lease or conveyance of all or substantially all of the assets Partnership’s property or business of the Partnership shall not be considered a liquidation, dissolution or winding up of the affairs of the Partnership.

Liquidation Preference. (a) In the event of Upon any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Partnership, before any distribution or payment shall be made to the holders of shares of any Class A Units, Class B Units, LTIP Units, or Junior Preferred Units, the General Partner, as holder holders of the Series A E Preferred Units, Units then outstanding shall be entitled to be paid, or have the Partnership declare and set apart for payment, out of the assets of the Partnership legally available for distribution, distribution to its Partners after payment or provision for payment of all debts and other liabilities of the PartnershipPartnership and any liquidation preference owing in respect of any Senior Preferred Units, a liquidation preference in cash or property at fair market value, as determined by the General Partner, of $25.00 per unit, plus the sum of: (i) the Initial Liquidation Preference and (ii) an amount per unit equal to any accrued and unpaid distributions (whether or not declared) to, but not includingexcluding, the date of payment or the date the amount for payment is set apart for payment (the “Liquidating DistributionsLiquidation Preference”). (b) If, If upon any such voluntary or involuntary liquidation, dissolution or winding up of the Partnership, the available assets of the Partnership are insufficient to pay the full amount of the Liquidating Distributions Liquidation Preference on all outstanding Series A E Preferred Units and the corresponding amounts payable on all outstanding Parity Preferred Units, then the General Partner, as holder of the Series A Preferred Units, and the holders of such Series E Preferred Units and Parity Preferred Units shall share ratably in any such distribution of assets in proportion to the full Liquidating Distributions amount of the Liquidation Preference to which they would otherwise be respectively entitled. (c) Upon any voluntary or involuntary liquidation, dissolution or winding up of the Partnership, after payment shall have been made in full to the holders of the Series E Preferred Units and any Parity Preferred Units, any other series or class or classes of Junior Preferred Units shall be entitled to receive any and all assets remaining to be paid or distributed, and the holders of the Series E Preferred Units and any Parity Preferred Units shall not be entitled to share therein. (d) After payment of the full amount of the Liquidating Distributions Liquidation Preference to which it is they are entitled, the General Partner, as holder holders of the Series A E Preferred Units, Units will have no right or claim to any of the remaining assets of the Partnership. (de) For the avoidance of doubt, the consolidation, consolidation or merger or conversion of the Partnership with or into another entity, the merger of another entity with or into the Partnership, a statutory unit exchange by the Partnership or the sale, lease, transfer or conveyance of all or substantially all of the assets or business of the Partnership shall not be considered a liquidation, dissolution or winding up of the affairs of the Partnership. (f) Notice of liquidation, dissolution or winding up of the Partnership shall be consistent with the notice procedures set forth in paragraph 5(d) of the Articles Supplementary.

Liquidation Preference. (a) In the event of Upon any voluntary or involuntary liquidation, dissolution or winding up of the PartnershipCompany, before any distribution or payment shall be made to the holders of shares of any Junior Units, the General Partner, as holder of the Series A Preferred Units, outstanding Class C Units shall be entitled to be paid, or have the Partnership declare and set apart for payment, out of the assets of the Partnership legally available for distribution, after payment or provision for payment of all debts and other liabilities of the Partnership, receive a liquidation preference in cash or property at fair market value, as determined by the General Partner, of $25.00 per unit, plus an amount per Class C Unit equal to the Liquidation Preference, and such holders will not be entitled to any accrued and unpaid distributions (whether further payment. Until all holders of the outstanding Class C Units have been paid the Liquidation Preference in full, no payment will be made to any holder of Junior Units upon the liquidation, dissolution or not declared) to, but not including, winding up of the date of payment or the date the amount for payment is set apart (the “Liquidating Distributions”)Company. (b) If, upon any such voluntary or involuntary liquidation, dissolution or winding up of the PartnershipCompany, the available assets of the Partnership are Company, or proceeds thereof, distributable among the holders of outstanding Class C Units shall be insufficient to pay in full the full amount of the Liquidating Distributions Liquidation Preference and liquidating payments on all outstanding Series A Preferred Units and the corresponding amounts payable on all outstanding any Parity Units, then such assets, or the General Partnerproceeds thereof, as holder of the Series A Preferred Units, and shall be distributed among the holders of outstanding Class C Units and any such Parity Units shall share ratably in the same proportion as the respective amounts that would be payable on such Class C Units and any such distribution of assets Parity Units if all amounts payable thereon were paid in proportion to the full Liquidating Distributions to which they would otherwise be respectively entitledfull. (c) After payment of the full amount of the Liquidating Distributions to which it is entitled, the General Partner, as holder of the Series A Preferred Units, will have no right voluntary or claim to any of the remaining assets of the Partnership. (d) For the avoidance of doubt, the consolidation, merger or conversion of the Partnership with or into another entity, the merger of another entity with or into the Partnership, a statutory unit exchange by the Partnership or the sale, lease, transfer or conveyance of all or substantially all of the assets or business of the Partnership shall not be considered a involuntary liquidation, dissolution or winding up of the PartnershipCompany will not include a consolidation or merger of the Company with one or more partnerships, corporations or other entities, or a sale or transfer of all or substantially all of the Company's assets. (d) Upon any voluntary or involuntary liquidation, dissolution or winding up of the Company, after the holders of outstanding Class C Units and any Parity Units have received their respective liquidation preferences, any Junior Units shall be entitled to receive any and all assets remaining to be paid or distributed, and the holders of the Class C Units shall not be entitled to share therein.

Liquidation Preference. (ai) In the event of any voluntary or involuntary liquidation, dissolution or winding up of the PartnershipCompany, whether voluntary or involuntary, before any payment or distribution or payment shall be made to the holders of shares of any Junior Units, the General Partner, as holder of the Series A Preferred Units, shall be entitled to be paid, or have the Partnership declare and set apart for payment, out of the assets of the Partnership legally available Company shall be made to or set apart for distributionthe holders of Junior Units, after payment or provision for payment of all debts and other liabilities the holders of the Partnership, a liquidation preference in cash or property at fair market value, as determined by the General Partner, of Series C Company Preferred Units shall be entitled to receive $25.00 per unit, Series C Company Preferred Unit (the “Liquidation Preference”) plus an amount per Series C Company Preferred Unit equal to any all accrued and unpaid distributions (whether or not earned or declared) thereon to, but not including, the date of payment or final distribution to such holders; but such holders of the date the amount for payment is set apart (the “Liquidating Distributions”). (b) Series C Company Preferred Units shall not be entitled to any further payment. If, upon any such voluntary or involuntary liquidation, dissolution or winding up of the PartnershipCompany, the available assets of the Partnership are Company, or proceeds thereof, distributable among the holders of the Series C Company Preferred Units shall be insufficient to pay in full the full preferential amount of the Liquidating Distributions aforesaid and liquidating payments on all outstanding Series A Preferred Units and the corresponding amounts payable on all outstanding any other Parity Units, then such assets, or the General Partnerproceeds thereof, as holder of the Series A Preferred Units, and shall be distributed among the holders of such Series C Company Preferred Units and any such other Parity Units shall share ratably in accordance with the respective amounts that would be payable on such Series C Company Preferred Units and any such distribution other Parity Units if all amounts payable thereon were paid in full. For the purposes of assets in proportion to the full Liquidating Distributions to which they would otherwise be respectively entitled. this Section D, none of (ci) After payment a consolidation or merger of the full amount of the Liquidating Distributions to which it is entitledCompany with one or more entities, the General Partner, as holder of the Series A Preferred Units, will have no right or claim to any of the remaining assets of the Partnership. (dii) For the avoidance of doubt, the consolidation, merger or conversion of the Partnership with or into another entity, the merger of another entity with or into the Partnership, a statutory unit exchange by the Partnership Company, or the sale, lease, (iii) a sale or transfer or conveyance of all or substantially all of the Company’s assets shall be deemed to be a liquidation, dissolution or business winding up, voluntary or involuntary, of the Partnership Company. (ii) Until payment shall not have been made in full to the holders of the Series C Company Preferred Units, as provided in this Section D, and to the holders of Parity Units, subject to any terms and provisions applying thereto, no payment will be considered a made to any holder of Junior Units upon the liquidation, dissolution or winding up of the PartnershipCompany. Subject to the rights of the holders of Parity Units, upon any liquidation, dissolution or winding up of the Company, after payment shall have been made in full to the holders of the Series C Company Preferred Units, as provided in this Section D, any series or class or classes of Junior Units shall, subject to any respective terms and provisions applying thereto, be entitled to receive any and all assets remaining to be paid or distributed, and the holders of the Series C Company Preferred Units shall not be entitled to share therein.

Liquidation Preference. (aA) In the event of any voluntary Liquidation, subject to the prior preferences and other rights of any Series A Senior Units, before any payment or involuntary liquidationdistribution of the assets of the Partnership (whether capital or surplus) shall be made to or set apart for the holders of Series A Junior Units, dissolution the holders of the Series A Preferred Units shall be entitled to receive (i) (A) Eleven Dollars ($11.00) per Series A Preferred Unit plus an amount equal to all distributions (whether or winding up not earned or declared) accrued and unpaid thereon to the date of final distribution to such holder (the “Series A Liquidation Preference”) plus (B) the Series A Redemption Premium or (ii) an amount per Series A Preferred Unit equal to the amount which would have been payable had each Series A Preferred Unit been converted into Common Units immediately prior to such Liquidation; but such holders shall not be entitled to any further payment. If, upon any Liquidation, the assets of the Partnership, before or proceeds thereof, distributable among the holders of the Series A Preferred Units shall be insufficient to pay in full the preferential amount aforesaid and liquidating payments on any distribution other units of any class or series of Series A Parity Units, then such assets, or the proceeds thereof, shall be distributed among the holders of Series A Preferred Units and any such other Series A Parity Units ratably in accordance with the amounts that would be payable on such Series A Preferred Units and any such other Series A Parity Units if all amounts payable thereon were paid in full. (B) Subject to the rights of the holders of any Series A Parity Units or Series A Senior Units, upon any Liquidation of the Partnership, after payment shall be have been made in full to the holders of shares of any Junior Units, the General Partner, as holder of the Series A Preferred Units, as provided in this Section 5, the holders of Series A Preferred Units shall be entitled have no other claim to be paid, or have the Partnership declare and set apart for payment, out of the remaining assets of the Partnership legally available for distributionand any other series or class or classes of Series A Junior Units shall, after payment subject to the respective terms and provisions (if any) applying thereto, be entitled to receive any and all assets remaining to be paid or provision for payment of all debts distributed, and other liabilities the holders of the Partnership, a liquidation preference in cash or property at fair market value, as determined by the General Partner, of $25.00 per unit, plus an amount equal to any accrued and unpaid distributions (whether or not declared) to, but not including, the date of payment or the date the amount for payment is set apart (the “Liquidating Distributions”). (b) If, upon any such voluntary or involuntary liquidation, dissolution or winding up of the Partnership, the available assets of the Partnership are insufficient to pay the full amount of the Liquidating Distributions on all outstanding Series A Preferred Units and the corresponding amounts payable on all outstanding Parity Units, then the General Partner, as holder of the Series A Preferred Units, and the holders of such Parity Units shall share ratably in any such distribution of assets in proportion to the full Liquidating Distributions to which they would otherwise be respectively entitled. (c) After payment of the full amount of the Liquidating Distributions to which it is entitled, the General Partner, as holder of the Series A Preferred Units, will have no right or claim to any of the remaining assets of the Partnership. (d) For the avoidance of doubt, the consolidation, merger or conversion of the Partnership with or into another entity, the merger of another entity with or into the Partnership, a statutory unit exchange by the Partnership or the sale, lease, transfer or conveyance of all or substantially all of the assets or business of the Partnership shall not be considered a liquidation, dissolution or winding up of the Partnershipentitled to share therein.

Liquidation Preference. (a) In the event of any voluntary or involuntary liquidation, dissolution or winding up of the PartnershipLiquidation, before any payment or distribution or payment shall be made to the holders of shares of any Junior Units, the General Partner, as holder of the Series A Preferred Units, shall be entitled to be paid, or have the Partnership declare and set apart for payment, out of the assets of the Partnership legally available Corporation (whether capital or surplus) shall be made to or set apart for distributionthe holders of Junior Shares, after payment or provision for payment the holders of all debts and other liabilities Series C Preferred Shares shall be entitled (subject to the Continuation Right of such holders described below) to receive an amount equal to the Partnership, a liquidation preference in cash or property at fair market value, as determined by greater of: (i) the General Partner, of $25.00 per unit, Liquidation Preference plus an amount equal to any all accrued and unpaid distributions (whether or not declared) to, but not including, dividends from the date immediately following the immediately preceding Dividend Payment Date to the date of the final distribution to such holder; and (ii) an amount per Series C Preferred Share equal to the amount or consideration which would have been payable had each Series C Preferred Share been converted into Common Shares pursuant to Section 6 hereof immediately prior to such Liquidation. Until the holders of the Series C Preferred Shares have been paid the amount specified in the first sentence of this Section 4(a) in full, no payment will be made to any holder of Junior Shares upon Liquidation. If, upon any such Liquidation, the assets of the Corporation, or proceeds thereof, distributable among the holders of Series C Preferred Shares shall be insufficient to pay in full the preferential amount aforesaid and liquidating payments on any other shares of any class or series of Parity Shares, then such assets, or the date proceeds thereof, shall be distributed among the amount for payment is set apart (holders of such Series C Preferred Shares and such other Parity Shares ratably in accordance with the “Liquidating Distributions”)amounts that would be payable on such Series C Preferred Shares and such other Parity Shares if all amounts payable thereon were paid in full. (b) IfIn connection with a Merger Liquidation (as defined below), upon each holder of Series C Preferred Shares shall have the right (a “Continuation Right”) to elect, by delivering written notice to the Corporation not less than five (5) Business Days prior to the Merger Liquidation, to require the Corporation to make provision for such holder’s Series C Preferred Shares to be assumed by the surviving entity as described in Section 6(f); provided, however, notwithstanding the election by any such voluntary or involuntary liquidation, dissolution or winding up of the Partnership, the available assets of the Partnership are insufficient to pay the full amount of the Liquidating Distributions on all outstanding Series A Preferred Units and the corresponding amounts payable on all outstanding Parity Units, then the General Partner, as holder holders of the Series A C Preferred UnitsShares of the Continuation Right, and the Corporation shall have the right, in connection with any Merger Liquidation, to elect, by delivering written notice to the holders of such Parity Units shall share ratably in Series C Preferred Shares at any such distribution of assets in proportion time prior to the full Liquidating Distributions Merger Liquidation, to which they would otherwise be respectively entitled. (c) After payment of the full amount of the Liquidating Distributions to which it is entitled, the General Partner, as holder of the Series A Preferred Units, will have no right redeem any or claim to any of the remaining assets of the Partnership. (d) For the avoidance of doubt, the consolidation, merger or conversion of the Partnership with or into another entity, the merger of another entity with or into the Partnership, a statutory unit exchange by the Partnership or the sale, lease, transfer or conveyance of all or substantially all of the assets outstanding Series C Preferred Shares for an amount per Series C Preferred Share equal to the amount specified in the Section 4(a). A “Merger Liquidation” shall be a Liquidation which constitutes a consolidation or business merger of the Partnership shall Corporation with one or more entities that are not be considered a liquidation, dissolution or winding up Affiliates of the PartnershipCorporation and as a result of which the Corporation is not the surviving entity. Upon a merger or consolidation of the Corporation with one or more entities that are Affiliates of the Corporation, the Corporation shall make provision for the Series C Preferred Shares to be assumed by the surviving entity as described in Section 6(f).

Liquidation Preference. (aA) In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Partnership, whether voluntary or involuntary, before any payment or distribution or payment of the assets of the Partnership shall be made to or set apart for the holders of shares of any Junior Units, the General Partner, in its capacity as holder of the Series A D Preferred Units, shall be entitled to be paid, or have receive Two Hundred and Fifty Dollars ($250.00) (the Partnership declare and set apart for payment, out of the assets of the Partnership legally available for distribution, after payment or provision for payment of all debts and other liabilities of the Partnership, a liquidation preference in cash or property at fair market value, as determined by the General Partner, of $25.00 “Series D Liquidation Preference”) per unit, Series D Preferred Unit plus an amount equal to any all distributions accrued and unpaid distributions (whether or not declared) to, but not including, thereon to the date of final distribution to the General Partner, in its capacity as such holder; but the General Partner, in its capacity as the holder of Series D Preferred Units, shall not be entitled to any further payment or the date the amount for payment is set apart (the “Liquidating Distributions”). (b) with respect to such Series D Preferred Units. If, upon any such voluntary or involuntary liquidation, dissolution or winding up of the Partnership, the available assets of the Partnership are Partnership, or proceeds thereof, distributable to the General Partner, in its capacity as the holder of Series D Preferred Units, shall be insufficient to pay in full the full preferential amount aforesaid and liquidating payments on any other class or series of the Liquidating Distributions on all outstanding Series A Preferred Units and the corresponding amounts payable on all outstanding Parity Units, then such assets, or the proceeds thereof, shall be distributed among the General Partner, in its capacity as the holder of the such Series A D Preferred Units, and the holders of such other Parity Units shall share ratably in any accordance with the respective amounts that would be payable on such distribution of assets Series D Preferred Units and such other Parity Units if all amounts payable thereon were paid in proportion to the full Liquidating Distributions to which they would otherwise be respectively entitled. (c) After payment of the full amount of the Liquidating Distributions to which it is entitled, the General Partner, as holder of the Series A Preferred Units, will have no right or claim to any of the remaining assets of the Partnership. (d) full. For the avoidance purposes of doubtthis Section 3, the consolidation, merger (x) a consolidation or conversion of the Partnership with or into another entity, the merger of another entity with or into the Partnership, a statutory unit exchange by the Partnership or the General Partner with one or more partnerships, limited liability companies, corporations, real estate investment trusts or other entities and (y) a sale, lease, transfer lease or conveyance of all or substantially all of the assets Partnership’s property or business of the Partnership shall not be considered deemed to be a liquidation, dissolution or winding up, voluntary or involuntary, of the Partnership. (B) Subject to the rights of the holders of Partnership Units of any series or class ranking on a parity with or prior to the Series D Preferred Units upon any liquidation, dissolution or winding up of the Partnership, after payment shall have been made in full to the General Partner, in its capacity as the holder of the Series D Preferred Units, as provided in this Section 3, any other series or class or classes of Junior Units shall, subject to any respective terms and provisions applying thereto, be entitled to receive any and all assets remaining to be paid or distributed, and the General Partner, in its capacity as the holder of the Series D Preferred Units, shall not be entitled to share therein.

Liquidation Preference. (a) In the event of Upon any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Partnership, before any distribution or payment shall be made to the holders of shares of any Junior Units, the General Partner, as holder of the Series A D Preferred Units, shall be Units are entitled to be paid, or have the Partnership declare and set apart for payment, paid out of the assets of the Partnership legally available for distribution, after payment or provision for payment of all debts and other liabilities of the Partnership, distribution to its Partners a liquidation preference in cash or property at fair market value, as determined by of (x) $25 per Series D Preferred Unit (the General Partner, of $25.00 per unit“Base Liquidation Preference”), plus an amount equal to any accrued all accumulated and unpaid distributions (whether or not declared) to, but not including, the date of payment payment, in cash before any distribution of assets is made to Common Units or the date the amount for payment is set apart (the “Liquidating Distributions”)Junior Preferred Units. (b) If, If upon any such voluntary or involuntary liquidation, dissolution or winding up of the Partnership, the available assets of the Partnership are Partnership, or proceeds thereof, distributable among the holders of Series D Preferred Units shall be insufficient to pay in full the full above described preferential amount and liquidating payments on any other class or series of Parity Preferred Units, then such assets, or the Liquidating Distributions on all outstanding proceeds thereof, shall be distributed among the holders of Series A D Preferred Units and any such other Parity Preferred Units ratably in the corresponding same proportion as the respective amounts that would be payable on such Series D Preferred Units and any such other Parity Preferred Units if all amounts payable on all outstanding Parity Unitsthereon were paid in full. (c) Upon any liquidation, then dissolution or winding up of the General PartnerPartnership, as holder after payment shall have been made in full to the holders of the Series A D Preferred Units and any Parity Preferred Units, any other series or class or classes of Junior Preferred Units shall be entitled to receive any and all assets remaining to be paid or distributed, and the holders of such the Series D Preferred Units and any Parity Preferred Units shall not be entitled to share ratably in any such distribution of assets in proportion to the full Liquidating Distributions to which they would otherwise be respectively entitled. (c) After payment of the full amount of the Liquidating Distributions to which it is entitled, the General Partner, as holder of the Series A Preferred Units, will have no right or claim to any of the remaining assets of the Partnershiptherein. (d) For the avoidance None of doubt, the a consolidation, merger or conversion of the Partnership with or into another entity, the a merger of another entity with or into the Partnership, or a statutory unit exchange by the Partnership or the sale, lease, transfer lease or conveyance of all or substantially all of the assets Partnership’s property or business of the Partnership shall not be considered a liquidation, dissolution or winding up of the affairs of the Partnership.

Liquidation Preference. (a) In the event of any voluntary or involuntary liquidation, dissolution or winding up of the PartnershipPartnership or the Company, whether voluntary or involuntary, before any payment or distribution or payment of the assets of the Partnership shall be made to or set apart for the holders of shares of any Junior Units, the General PartnerCompany, in its capacity as the holder of the Series A D Preferred Units, shall be entitled to be paid, or have receive Twenty-Five Dollars ($25.00) per Series D Preferred Unit (the Partnership declare and set apart for payment, out of the assets of the Partnership legally available for distribution, after payment or provision for payment of all debts and other liabilities of the Partnership, a liquidation preference in cash or property at fair market value, as determined by the General Partner, of $25.00 per unit, “Series D Liquidation Preference”) plus an amount equal to any accrued and unpaid all distributions (whether or not earned or declared) to, but not including, accrued and unpaid thereon to the date of payment or final distribution to the date Company, in its capacity as such holder; but the amount for payment is set apart (Company, in its capacity as the “Liquidating Distributions”). (b) holder of Series D Preferred Units, shall not be entitled to any further payment. If, upon any such voluntary or involuntary liquidation, dissolution or winding up of the PartnershipPartnership or the Company, the available assets of the Partnership are Partnership, or proceeds thereof, distributable to the Company, in its capacity as the holder of Series D Preferred Units, shall be insufficient to pay in full the full preferential amount aforesaid and liquidating payments on any other units of the Liquidating Distributions Partnership ranking on all outstanding a parity with the Series A D Preferred Units and the corresponding amounts payable on all outstanding Parity Unitsas to such distribution, then such assets, or the General Partnerproceeds thereof, shall be distributed among the Company, in its capacity as the holder of the such Series A D Preferred Units, and the holders of any such Parity Units shall share other units ratably in accordance with the respective amounts that would be payable on such Series D Preferred Units and any such distribution of assets other units if all amounts payable thereon were paid in proportion to the full Liquidating Distributions to which they would otherwise be respectively entitled. (c) After payment of the full amount of the Liquidating Distributions to which it is entitled, the General Partner, as holder of the Series A Preferred Units, will have no right or claim to any of the remaining assets of the Partnership. (d) full. For the avoidance purposes of doubtthis Section 19.3, the consolidation, (i) a consolidation or merger or conversion of the Partnership or the Company with one or into another entitymore entities, the merger of another entity with or into the Partnership, (ii) a statutory unit share exchange by the Partnership or the sale, lease, Company and (iii) a sale or transfer or conveyance of all or substantially all of the assets Partnership’s or business the Company’s assets, shall not be deemed to be a liquidation, dissolution or winding up, voluntary or involuntary, of the Partnership shall not be considered or Company. (b) Subject to the rights of the holders of Partnership Units of any series or class or classes of shares ranking on a parity with or prior to the Series D Preferred Units upon any liquidation, dissolution or winding up of the Company or the Partnership, after payment shall have been made in full to the Company, in its capacity as the holder of the Series D Preferred Units, as provided in this Section 19.3, any series or class or classes of Junior Units shall, subject to any respective terms and provisions applying thereto, be entitled to receive any and all assets remaining to be paid or distributed, and the Company, in its capacity as the holder of the Series D Preferred Units, shall not be entitled to share therein.

Liquidation Preference. (a1) In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Partnership, whether voluntary or involuntary, before any payment or distribution of the Partnership (whether capital or payment surplus) shall be made to or set apart for the holders of shares of any Junior Partnership Units, the General Partner, as holder holders of the Series A Class G Partnership Preferred Units, Units shall be entitled to be paid, or have receive Twenty Five Dollars ($25) per Class G Partnership Preferred Unit (the Partnership declare and set apart for payment, out of the assets of the Partnership legally available for distribution, after payment or provision for payment of all debts and other liabilities of the Partnership, a liquidation preference in cash or property at fair market value, as determined by the General Partner, of $25.00 per unit“Liquidation Preference”), plus an amount equal to any accrued and unpaid distributions all dividends (whether or not declaredearned) toaccumulated, but not including, accrued and unpaid on each share of Class G Preferred Stock to the date of payment final distribution to such holders; but such holders shall not be entitled to any further payment. Until the holders of the Class G Partnership Preferred Units have been paid the Liquidation Preference in full, plus an amount equal to all dividends (whether or not earned) accumulated, accrued and unpaid on the Class G Preferred Stock to the date of final distribution to such holders, no payment will be made to any holder of Junior Partnership Units upon the amount for payment is set apart (liquidation, dissolution or winding up of the “Liquidating Distributions”). (b) Partnership. If, upon any such voluntary or involuntary liquidation, dissolution or winding up of the Partnership, the available assets of the Partnership are insufficient to pay the full amount of the Liquidating Distributions on all outstanding Series A Preferred Units and the corresponding amounts payable on all outstanding Parity Units, then the General Partner, as holder of the Series A Preferred Units, and the holders of such Parity Units shall share ratably in any such distribution of assets in proportion to the full Liquidating Distributions to which they would otherwise be respectively entitled. (c) After payment of the full amount of the Liquidating Distributions to which it is entitled, the General Partner, as holder of the Series A Preferred Units, will have no right or claim to any of the remaining assets of the Partnership. (d) , or proceeds thereof, distributable among the holders of Class G Partnership Preferred Units shall be insufficient to pay in full the preferential amount aforesaid and liquidating payments on any Parity Partnership Units, then such assets, or the proceeds thereof, shall be distributed among the holders of Class G Partnership Preferred Units and any such Parity Partnership Units ratably in the same proportion as the respective amounts that would be payable on such Class G Partnership Preferred Units and any such other Parity Partnership Units if all amounts payable thereon were paid in full. For the avoidance purposes of doubtthis Section 4, the consolidation, (i) a consolidation or merger or conversion of the Partnership with one or into another entitymore partnerships, the merger of another entity with or into the Partnership, (ii) a statutory unit exchange by the Partnership sale or the sale, lease, transfer or conveyance of all or substantially all of the Partnership’s assets or business of the Partnership shall not be considered deemed to be a liquidation, dissolution or winding up, voluntary or involuntary, of the Partnership. (2) Upon any liquidation, dissolution or winding up of the Partnership, after payment shall have been made in full to the holders of Class G Partnership Preferred Units and any Parity Partnership Units, as provided in this Section 4, any other series or class or classes of Junior Partnership Units shall, subject to the respective terms thereof, be entitled to receive any and all assets remaining to be paid or distributed, and the holders of the Class G Partnership Preferred Units and any Parity Partnership Units shall not be entitled to share therein.

Liquidation Preference. (a) In the event of Upon any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Partnership, before any distribution or payment shall be made to the holders of shares of any Class A Units, Class B Units, LTIP Units, or Junior Preferred Units, the General Partner, as holder holders of the Series A 3.5% Convertible Preferred Units, Units then outstanding shall be entitled to be paid, or have the Partnership declare and set apart for payment, out of the assets of the Partnership legally available for distribution, distribution to its Partners after payment or provision for payment of all debts and other liabilities of the PartnershipPartnership and any liquidation preference owing in respect of any Senior Preferred Units, a liquidation preference in cash or property at fair market value, as determined by the General Partner, of $25.00 15.00 per unit3.5% Convertible Preferred Unit, plus an amount equal to any accrued and unpaid distributions (whether or not declared) to, but not including, the date of payment or the date the amount for payment is set apart for payment (the “Liquidating Distributions”). (b) If, If upon any such voluntary or involuntary liquidation, dissolution or winding up of the Partnership, the available assets of the Partnership are insufficient to pay the full amount of the Liquidating Distributions on all outstanding Series A 3.5% Convertible Preferred Units and the corresponding amounts payable on all outstanding Parity Preferred Units, then the General Partner, as holder of the Series A Preferred Units, and the holders of such 3.5% Convertible Preferred Units and Parity Preferred Units shall share ratably in any such distribution of assets in proportion to the full Liquidating Distributions to which they would otherwise be respectively entitled. (c) Upon any voluntary or involuntary liquidation, dissolution or winding up of the Partnership, after payment shall have been made in full to the holders of the 3.5% Convertible Preferred Units and any Parity Preferred Units, any other series or class or classes of Junior Preferred Units shall be entitled to receive any and all assets remaining to be paid or distributed, and the holders of the 3.5% Convertible Preferred Units and any Parity Preferred Units shall not be entitled to share therein. (d) After payment of the full amount of the Liquidating Distributions to which it is they are entitled, the General Partner, as holder holders of the Series A 3.5% Convertible Preferred Units, Units will have no right or claim to any of the remaining assets of the Partnership. (de) For the avoidance of doubt, the consolidation, consolidation or merger or conversion of the Partnership with or into another entity, the merger of another entity with or into the Partnership, a statutory unit exchange by the Partnership or the sale, lease, transfer or conveyance of all or substantially all of the assets or business of the Partnership shall not be considered a liquidation, dissolution or winding up of the affairs of the Partnership.

Liquidation Preference. (ai) In the event of any voluntary or involuntary liquidation, dissolution or winding up of the PartnershipPartnership or the General Partner, whether voluntary or involuntary, before any payment or distribution or payment of the assets of the Partnership shall be made to or set apart for the holders of shares of any Junior Units, the General Partner, in its capacity as the holder of the Series A N Preferred Units, shall be entitled to be paid, or have receive Twenty-Five Dollars ($25.00) per Series N Preferred Unit (the Partnership declare and set apart for payment, out of the assets of the Partnership legally available for distribution, after payment or provision for payment of all debts and other liabilities of the Partnership, a liquidation preference in cash or property at fair market value, as determined by the General Partner, of $25.00 per unit, “Liquidation Preference”) plus an amount equal to any accrued and unpaid all distributions (whether or not earned or declared) to, but not including, accrued and unpaid thereon as of the date of payment or final distribution to the date General Partner, in its capacity as such holder; but the amount for payment is set apart (General Partner, in its capacity as the “Liquidating Distributions”). (b) holder of Series N Preferred Units, shall not be entitled to any further payment. If, upon any such voluntary or involuntary liquidation, dissolution or winding up of the PartnershipPartnership or the General Partner, the available assets of the Partnership are Partnership, or proceeds thereof, distributable to the General Partner, in its capacity as the holder of Series N Preferred Units, shall be insufficient to pay in full the full preferential amount of the Liquidating Distributions aforesaid and liquidating payments on all outstanding Series A Preferred Units and the corresponding amounts payable on all outstanding any other Parity Units, then such assets, or the proceeds thereof, shall be distributed to the General Partner, in its capacity as the holder of the such Series A N Preferred Units, and the holders of any such other Parity Units shall share ratably in accordance with the respective amounts that would be payable on such Series N Preferred Units and any such distribution of assets other Parity Units if all amounts payable thereon were paid in proportion to the full Liquidating Distributions to which they would otherwise be respectively entitled. (c) After payment of the full amount of the Liquidating Distributions to which it is entitled, the General Partner, as holder of the Series A Preferred Units, will have no right or claim to any of the remaining assets of the Partnership. (d) full. For the avoidance purposes of doubtthis Section C, the consolidation, (i) a consolidation or merger or conversion of the Partnership or the General Partner with one or into another entitymore entities, the merger of another entity with or into the Partnership, (ii) a statutory unit share exchange by the Partnership or the sale, lease, General Partner and (iii) a sale or transfer or conveyance of all or substantially all of the assets Partnership’s or business the General Partner’s assets, shall not be deemed to be a liquidation or voluntary or involuntary dissolution or winding up of the Partnership shall not be considered or General Partner. (ii) Subject to the rights of the holders of Partnership Units of any series or class or classes of shares ranking on a parity with or prior to the Series N Preferred Units upon any liquidation, dissolution or winding up of the General Partner or the Partnership, after payment shall have been made in full to the General Partner, in its capacity as the holder of the Series N Preferred Units, as provided in this Section, any series or class or classes of Junior Units shall, subject to any respective terms and provisions applying thereto, be entitled to receive any and all assets remaining to be paid or distributed, and the General Partner, in its capacity as the holder of the Series N Preferred Units, shall not be entitled to share therein.

Liquidation Preference. (a) In the event of Upon any voluntary or involuntary liquidation, dissolution or winding up of the Partnership, before any distribution allocation of income or payment gain by the Partnership shall be made to or set apart for the holders of shares of any Junior Partnership Units, to the General Partnerextent possible, as holder the holders of the Series A Preferred Units, Units shall be entitled to be paid, or have the Partnership declare allocated income and set apart for payment, out of the assets of the Partnership legally available for distribution, after payment or provision for payment of all debts and other liabilities of the Partnership, gain to effectively enable them to receive a liquidation preference in cash or property at fair market value, as determined by (the General Partner, "Liquidation Preference") of (i) $25.00 25 per unitPreferred Unit, plus an amount equal to any (ii) accumulated, accrued and unpaid distributions (whether or not earned or declared) to, but not including, to the date of final distribution to such holders; but such holders shall not be entitled to any further payment or allocation. Until all holders of the date Preferred Units have been paid the amount for payment is set apart (Liquidation Preference in full, no allocation of income or gain will be made to any holder of Junior Units upon the “Liquidating Distributions”)liquidation, dissolution or winding up of the Partnership. (b) If, upon any liquidation, dissolution or winding up of the Partnership, the assets of the Partnership, or proceeds thereof, distributable among the holders of Preferred Partnership Units shall be insufficient to pay in full the Liquidation Preference and liquidating payments on any Parity Partnership Units, then following certain allocations made by the Partnership, such assets, or the proceeds thereof, shall be distributed among the holders of Preferred Units and any such Parity Partnership Units ratably in the same proportion as the respective amounts that would be payable on such Preferred Units and any such Parity Partnership Units if all amounts payable thereon were paid in full. (c) A voluntary or involuntary liquidation, dissolution or winding up of the Partnership, the available assets of the Partnership are insufficient to pay the full amount of the Liquidating Distributions on all outstanding Series A Preferred Units and the corresponding amounts payable on all outstanding Parity Units, then the General Partner, as holder of the Series A Preferred Units, and the holders of such Parity Units shall share ratably in any such distribution of assets in proportion to the full Liquidating Distributions to which they would otherwise be respectively entitled. (c) After payment of the full amount of the Liquidating Distributions to which it is entitled, the General Partner, as holder of the Series A Preferred Units, will have no right not include a consolidation or claim to any of the remaining assets of the Partnership. (d) For the avoidance of doubt, the consolidation, merger or conversion of the Partnership with one or into another entitymore partner ships, the merger of another entity with corporations or into the Partnershipother entities, or a statutory unit exchange by the Partnership sale or the sale, lease, transfer or conveyance of all or substantially all of the assets or business of the Partnership shall not be considered a Partnership's assets. (d) Upon any liquidation, dissolution or winding up of the Partnership, after all allocations shall have been made in full to the holders of Preferred Units and any Parity Partnership Units to enable them to receive their respective liquidation preferences, any Junior Partnership Units shall be entitled to receive any and all assets remaining to be paid or distributed, and the holders of the Preferred Units and any Parity Partnership Units shall not be entitled to share therein.