Common use of Liquidation Preference Clause in Contracts

Liquidation Preference. (i) In the event of any liquidation, dissolution or winding up of the Partnership, whether voluntary or involuntary, subject to the preferential rights of the holders of shares of any class or series of Senior Units, but before any payment or distribution of the assets of the Partnership shall be made to or set apart for the holders of Junior Units, the holders of the Series A Preferred Units shall be entitled to receive $100,000.00 per Series A Preferred Unit (the “Liquidation Preference”) plus an amount per Series A Preferred Unit equal to all distributions (whether or not earned or declared) accumulated and unpaid thereon to, but not including, the date of final distribution to such holders; but such holders of the Series A Preferred Units shall not be entitled to any further payment. If, upon any such liquidation, dissolution or winding up of the Partnership, the assets of the Partnership, 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 other Parity Preferred Units, then such assets, or the proceeds thereof, shall be distributed among the holders of such Series A Preferred Units and any such other Parity Preferred Units ratably in accordance with the respective amounts that would be payable on such Series A Preferred Units and any such other Parity Preferred Units if all amounts payable thereon were paid in full. For the purposes of this Section C, a Sale Transaction shall not be deemed to be a liquidation, dissolution or winding up, voluntary or involuntary, of the Partnership. (ii) Subject to the rights of the holders of Parity Preferred 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 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. (ia) In the event of Upon any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Partnership, whether voluntary or involuntary, subject to the preferential rights of the holders of shares of any class or series of Senior Units, but before any distribution or payment or distribution of the assets of the Partnership shall be made to or set apart for the holders of any Common Units or Junior Preferred Units, the holders of the Series A Preferred Units then outstanding shall be entitled to receive be paid, or have the Partnership declare and set apart for payment, out of the assets of the Partnership legally available for distribution to its Partners after payment or provision for payment of all debts and other liabilities of the Partnership, a liquidation preference in cash of $100,000.00 25.00 per Series A Preferred Unit (the “Base Liquidation Preference”) ), plus an amount per Series A Preferred Unit equal to all any accrued and unpaid distributions (whether or not earned or declared) accumulated and unpaid thereon to, but not including, the date of final distribution to such holders; but such holders of payment or the Series A Preferred Units shall not be entitled to any further payment. If, date the liquidation preference is set apart for payment (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, or proceeds thereof, distributable among Partnership are insufficient to pay the holders full amount of the Liquidating Distributions on all outstanding Series A Preferred Units shall be insufficient to pay in full and the preferential amount aforesaid and liquidating payments corresponding amounts payable on any other all outstanding Parity Preferred Units, then such assets, or the proceeds thereof, shall be distributed among the holders of such Series A Preferred Units and 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 other Parity Preferred Units if all amounts payable thereon were paid distribution of assets in full. For proportion to the purposes of this Section C, a Sale Transaction shall not full Liquidating Distributions to which they would otherwise be deemed to be a liquidation, dissolution or winding up, respectively entitled. c) Upon any voluntary or involuntary, of the Partnership. (ii) Subject to the rights of the holders of Parity Preferred Units, upon any 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, as provided in this Section C, any other series or class or classes of Junior Preferred Units shall, subject to any respective terms and provisions applying thereto, 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 they are entitled, holders of Series A Preferred Units will have no right or claim to any of the remaining assets of the Partnership. 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. (i) In the event of Upon any voluntary or involuntary liquidation, dissolution or winding winding-up of the affairs of the Partnership, whether voluntary before any distribution or involuntary, subject payment shall be made to the preferential rights of the holders of shares of any other class or series of Senior Partnership Units of the Partnership ranking, as to liquidation rights, junior to the Series C Preferred Units, but before any payment or distribution the holders of Series C Preferred Units shall be entitled to be paid out of the assets of the Partnership shall be made legally available for distribution to its partners a liquidation preference of $50.00 per unit, plus an amount equal to any accrued and unpaid distributions to the date of payment (whether or set apart for not declared). In the holders event that, upon such voluntary or involuntary liquidation, dissolution or winding-up, the available assets of Junior Unitsthe Partnership are insufficient to pay the amount of the liquidating distributions on all outstanding Series C Preferred Units and the corresponding amounts payable on all other 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 holders of the Series A C Preferred Units shall be entitled and each such other class or series of Partnership Units ranking, as to receive $100,000.00 per liquidation rights, on a parity with the Series A C Preferred Unit (the “Liquidation Preference”) plus an amount per Series A Preferred Unit equal to all distributions (whether or not earned or declared) accumulated and unpaid thereon toUnits, but not including, without limitation, shall share ratably in any such distribution of assets in proportion to the date full liquidating distributions to which they would otherwise be respectively entitled. Written notice of final distribution to such holders; but such holders of the Series A Preferred Units shall not be entitled to any further payment. If, upon 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 (30) 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 to which they are entitled, the holders of Series C Preferred Units will have no right or claim to any of the remaining assets of the Partnership, . The consolidation or proceeds thereof, distributable among the holders merger of the Series A Preferred Units shall be insufficient to pay in full the preferential amount aforesaid and liquidating payments on Partnership with or into any other Parity Preferred Unitspartnership, then such assetscorporation or entity, or the proceeds thereofsale, shall be distributed among lease, transfer or conveyance of all or substantially all of the holders property or business of such Series A Preferred Units and any such other Parity Preferred Units ratably in accordance with the respective amounts that would be payable on such Series A Preferred Units and any such other Parity Preferred Units if all amounts payable thereon were paid in full. For the purposes of this Section CPartnership, a Sale Transaction shall not be deemed to be constitute a liquidation, dissolution or winding up, voluntary or involuntary, winding-up of the affairs of the Partnership. (ii) Subject to the rights of the holders of Parity Preferred 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 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. (iA) In the event of any liquidation, dissolution or winding up of the Partnership, whether voluntary or involuntary, subject to the preferential rights of the holders of shares of any class or series of Senior Units, but before any payment or distribution of the assets of the Partnership shall be made to or set apart for the holders of any Junior Units, the holders each holder of the Series A AM Preferred Units shall be entitled to receive $100,000.00 per Series A Preferred Unit 9.26 (the “Series AM Liquidation Preference”) per Series AM Preferred Unit, plus an amount per Series A Preferred Unit equal to all distributions (whether or not earned or declared) accumulated accumulated, accrued and unpaid thereon to, but not including, to the date of final distribution to such holders; but such holder. Until the holders of Series AM Preferred Units have been paid the Series A Preferred Units shall not AM Liquidation Preference in full, no payment will be entitled made to any further paymentholder of any Junior Units upon the liquidation, dissolution or winding up of the Partnership. If, upon any such liquidation, dissolution or winding up of the Partnership, the assets of the Partnership, or the proceeds thereof, distributable among to the holders of the Series A AM Preferred Units shall be insufficient to pay in full the preferential amount aforesaid and liquidating payments on any other Class or Series of Parity Preferred Units, then such assets, or the proceeds thereof, shall be distributed among the holders of such the Series A AM Preferred Units and any such other the holders of Parity Preferred Units ratably in accordance with the respective amounts that would be payable on such Series A AM Preferred Units and any such other Parity Preferred Units if all amounts payable thereon were paid in full. For the purposes of this Section C3, a Sale Transaction (as defined below) shall not be deemed to be a liquidation, dissolution or winding up, voluntary or involuntary, of the Partnership. (iiB) Subject to the rights of the holders of Parity Preferred Units, 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 A AM Preferred Units, as provided in this Section C3, any series other Class or class or classes Series of Junior Units shall, subject to any respective terms and provisions applying thereto, be entitled to receive any and all assets assets, or the proceeds thereof, remaining to be paid or distributed, and the holders of the Series A AM Preferred Units shall not be entitled to share therein.

Liquidation Preference. (ia) In the event of Upon any voluntary or involuntary liquidation, dissolution or winding up of the Partnership, whether voluntary or involuntary, subject to the preferential rights of the holders of shares of any class or series of Senior Units, but before any payment allocation of income or distribution of the assets of gain by the Partnership shall be made to or set apart for the holders of any Junior Partnership Units, to the extent possible, the holders of the Series A Preferred Units shall be entitled to be allocated income and gain to effectively enable them to receive $100,000.00 per Series A Preferred Unit a liquidation preference (the “"Liquidation Preference”") of (i) $25 per Preferred Unit, plus an amount per Series A Preferred Unit equal to all (ii) accumulated, accrued and unpaid distributions (whether or not earned or declared) accumulated and unpaid thereon to, but not including, to the date of final distribution to such holders; but such holders of the Series A Preferred Units shall not be entitled to any further paymentallocation of income or gain. Until all holders of the Preferred Units have been paid the Liquidation Preference in full, no allocation of income or gain will be made to any holder of Junior Units upon the liquidation, dissolution or winding up of the Partnership. (b) If, upon any such liquidation, dissolution or winding up of the Partnership, the assets of the Partnership, or proceeds thereof, distributable among the holders of the Series A Preferred Partnership Units shall be insufficient to pay in full the preferential amount aforesaid Liquidation Preference and liquidating payments on any other Parity Preferred Partnership Units, then following certain allocations made by the Partnership, such assets, or the proceeds thereof, shall be distributed among the holders of such Series A Preferred Units and any such other Parity Preferred Partnership Units ratably in accordance with the same proportion as the respective amounts that would be payable on such Series A Preferred Units and any such other Parity Preferred Partnership Units if all amounts payable thereon were paid in full. For the purposes of this Section C, a Sale Transaction shall not be deemed to be a . (c) A voluntary or involuntary liquidation, dissolution or winding upup of the Partnership will not include a consolidation or merger of the Partnership with one or more partnerships, voluntary corporations or involuntaryother entities, or a sale or transfer of all or substantially all of the Partnership's assets. (iid) Subject to the rights of the holders of Parity Preferred Units, upon Upon any liquidation, dissolution or winding up of the Partnership, after payment all allocations shall have been made in full to the holders of the Series A Preferred Units, as provided in this Section CUnits and any Parity Partnership Units to enable them to receive their respective liquidation preferences, any series or class or classes of Junior Partnership Units shall, subject to any respective terms and provisions applying thereto, 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 Partnership Units shall not be entitled to share therein.

Liquidation Preference. (ia) In the event of any liquidation, dissolution or winding up of the Partnership, whether voluntary or involuntary, subject to the preferential rights of the holders of shares of any class or series of Senior Units, but before any payment or distribution of the assets of the Partnership (whether capital or surplus) shall be made to or set apart for the holders of Junior Units, the holders of the Series A Preferred Units shall be entitled to receive twenty-five Dollars ($100,000.00 25.00) per Series A Preferred Unit (the “Liquidation Preference”) plus an amount per Series A Preferred Unit equal to all distributions (whether or not earned or declared) accumulated accrued and unpaid thereon to, but not including, to the date of final distribution to such holders; , but such holders of the Series A Preferred Units shall not be entitled to any further payment. If, upon any such liquidation, dissolution or winding up of the Partnership, the assets of the Partnership, 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 other class or series of Parity Preferred Units, then such assets, or the proceeds thereof, shall be distributed among the holders of such the Series A Preferred Units and any such other Parity Preferred Units ratably in accordance with the respective amounts that would be payable on such Series A Preferred Units and any such other Parity Preferred Units if all amounts payable thereon were paid in full. For the purposes of this Section C3.3, (i) a Sale Transaction consolidation or merger of the Partnership with one or more Persons, (ii) a sale or transfer of all or substantially all of the assets of the Partnership, or (iii) a statutory exchange of units shall not be deemed to be a liquidation, dissolution or winding up, voluntary or involuntary, of the Partnership. (iib) Subject to the rights of the holders of any series or class or classes of Parity Preferred 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 Units, as provided in this Section C3.3, any other series or class or classes of Junior Units shall, subject to any 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. (ia) In the event of Upon any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Partnership, whether voluntary or involuntary, subject to the preferential rights of the holders of shares of any class or series of Senior Units, but before any payment or distribution the Series B Preferred Units are entitled to be paid out of the assets of the Partnership shall be made legally available for distribution to or set apart for the holders its Partners a liquidation preference of Junior Units, the holders of the Series A Preferred Units shall be entitled to receive (x) $100,000.00 25.00 per Series A B Preferred Unit (the “Base Liquidation Preference”) ), plus an amount per Series A Preferred Unit equal to all distributions (whether or not earned or declared) accumulated and unpaid thereon distributions to, but not including, the date of final payment, in cash or property at its fair market value as determined by the General Partner before any distribution of assets is made to such holders; but such holders of the Series A Preferred Partnership Common Units shall not be entitled to any further payment. If, or other Junior Units. (b) If upon any such liquidation, dissolution or winding up of the Partnership, the assets of the Partnership, or proceeds thereof, distributable among the holders of the Series A B Preferred Units shall be insufficient to pay in full the above described preferential amount aforesaid and liquidating payments on any other class or series of Parity Preferred Units, then such assets, or the proceeds thereof, shall be distributed among the holders of such Series A B Preferred Units and any such other Parity Preferred Units ratably in accordance with the same proportion as the respective amounts that would be payable on such Series A B Preferred Units and any such other Parity Preferred Units if all amounts payable thereon were paid in full. For the purposes of this Section C, a Sale Transaction shall not be deemed to be a liquidation, dissolution or winding up, voluntary or involuntary, of the Partnership. (iic) Subject to the rights of the holders of Parity Preferred Units, upon 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 B Preferred Units and any Parity Units, as provided in this Section C, any other series or class or classes of Junior Units shall, subject to any respective terms and provisions applying thereto, shall be entitled to receive any and all assets remaining to be paid or distributed, and the holders of the Series A B Preferred Units and any Parity Units shall not be entitled to share therein. (d) None of a consolidation or merger of the Partnership with or into another entity, a merger of another entity with or into the Partnership, or a sale, lease or conveyance of all or substantially all of the Partnership’s property or business shall be considered a liquidation, dissolution or winding up of the affairs of the Partnership.

Liquidation Preference. (ia) In the event of any liquidation, dissolution dissolution, or winding up of the Partnership, whether voluntary or involuntary, subject to the preferential rights of the holders of shares of any class or series of Senior Units, but before any payment or distribution of the assets of the Partnership shall be made to or set apart for the holders of Junior Units, the holders any other class or series of Limited Partnership Interest ranking junior to the Series A Preferred Units Units, the Series A Holders shall be entitled to receive $100,000.00 per Series A Preferred Unit (the “Liquidation Preference”) , plus an amount per Series A Preferred Unit equal to all distributions (whether or not earned or declared) accumulated declared and unpaid thereon to, but not including, to the date of final distribution to such holders; but such holders of the Series A Preferred Units shall not be entitled to any further paymentdistribution. If, upon any such liquidation, dissolution dissolution, or winding up of the Partnership, Partnership the assets of the Partnership, or proceeds thereof, distributable among the holders of to the Series A Preferred Units Holders shall be insufficient to pay in full the preferential amount aforesaid and as liquidating payments on any other Parity Partnership Securities ranking on a parity with the Series A Preferred UnitsUnits as to such distribution, then such assets, or the proceeds thereof, shall be distributed among the holders of such Series A Preferred Units and the holders of any such other Parity Preferred Units Partnership Securities ratably in accordance with the respective amounts that would be payable on such Series A Preferred Units and any such other Parity Preferred Units Partnership Securities if all amounts payable thereon were paid in full. For the purposes of this Section C5, (i) a Sale Transaction consolidation or merger of the 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 dissolution, or winding up, voluntary or involuntary, of the PartnershipPartnership 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. (iib) Subject to the rights of the holders of Parity Partnership Securities of any series or class ranking on a parity with or senior to the Series A Preferred Units, Units upon any liquidation, dissolution dissolution, or winding up of the Partnership, after payment shall have been made in full to the holders of the Series A Preferred Units, Holders as provided in this Section C5, any series or class or classes series of Junior Limited Partnership Interest ranking junior to the Series A Preferred 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 Holders shall not be entitled to share therein.

Liquidation Preference. (ia) In the event of any liquidation, dissolution or winding up of the Partnership, whether voluntary or involuntary, subject to the preferential rights of the holders of shares of any class or series of Senior Units, but before any payment or distribution of the assets of the Partnership (whether capital, surplus or otherwise) shall be made to or set apart for the holders of Junior Partnership Units, the holders of the Series A 10% Cumulative Redeemable Preferred Units shall be entitled to receive one thousand dollars ($100,000.00 1,000.00) per Series A 10% Cumulative Redeemable Preferred Unit (the “Liquidation Preference”) ), plus an amount per Series A 10% Cumulative Redeemable Preferred Unit equal to all distributions dividends (whether or not earned declared or declaredearned) accumulated accumulated, accrued and unpaid thereon to, but not including, on one share of 10% Cumulative Redeemable Preferred Stock to the date of final distribution to such holders; but such holders of the Series A Preferred Units shall not be entitled to any further payment. Until the holders of the 10% Cumulative Redeemable Preferred Units have been paid the Liquidation Preference in full, plus an amount equal to all dividends (whether or not declared or earned) accumulated, 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 Partnership. If, upon any such liquidation, dissolution or winding up of the Partnership, the assets of the Partnership, or proceeds thereof, distributable among the holders of the Series A 10% Cumulative Redeemable Preferred Units shall be insufficient to pay in full the preferential amount aforesaid and liquidating payments on any other Parity Preferred Partnership Units, then such assets, or the proceeds thereof, shall be distributed among the holders of such Series A 10% Cumulative Redeemable Preferred Units and any such other Parity Preferred Partnership Units ratably in accordance with the same proportion as the respective amounts that would be payable on such Series A 10% Cumulative Redeemable Preferred Units and any such other Parity Preferred Partnership Units if all amounts payable thereon were paid in full. For the purposes of this Section C4, (i) a Sale Transaction consolidation or merger of the Partnership with one or more partnerships, or (ii) a sale or transfer of all or substantially all of the Partnership’s assets shall not be deemed to be a liquidation, dissolution or winding up, voluntary or involuntary, of the Partnership. (iib) Subject to the rights of the holders of Parity Preferred Units, upon 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 10% Cumulative Redeemable Preferred Units and any Parity Partnership Units, as provided in this Section C4, any other series or class or classes of Junior Partnership Units shall, subject to any the respective terms and provisions applying theretothereof, be entitled to receive any and all assets remaining to be paid or distributed, and the holders of the Series A 10% Cumulative Redeemable Preferred Units and any Parity Partnership Units shall not be entitled to share therein.

Liquidation Preference. (iA) In the event of any liquidation, dissolution or winding up of the Partnership, whether voluntary or involuntary, subject to the preferential rights of the holders of shares of any class or series of Senior Units, but before any payment or distribution of the assets of the Partnership shall be made to or set apart for the holders of Junior Units, the holders General Partner, in its capacity as holder of the Series A C Preferred Units Units, shall be entitled to receive the sum of (i) $100,000.00 100,000 per Series A C Preferred Unit (the “Liquidation Preference”"SERIES C LIQUIDATION PREFERENCE") plus (ii) an amount per Series A Preferred Unit equal to all distributions (whether or not earned or declared) accumulated accumulated, accrued and unpaid thereon to, but not including, to the date of final distribution to the General Partner, in its capacity as such holdersholder; but such holders the General Partner, in its capacity as the holder of the Series A 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 General Partner. If, upon any such liquidation, dissolution or winding up of the Partnership, the assets of the Partnership, or proceeds thereof, distributable among to the holders General Partner, in its capacity as the holder of the Series A C Preferred Units Units, shall be insufficient to pay in full the preferential amount aforesaid and liquidating payments on any other class or series of Parity Preferred Units, 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 such Series A Preferred Units and any such other Parity Preferred Units ratably in accordance with the respective amounts that would be payable on such Series A C Preferred Units and any such other Parity Preferred Units if all amounts payable thereon were paid in full. For the purposes of this Section C3, (x) a Sale Transaction consolidation or merger of the Partnership with one or more partnerships, limited liability companies, corporations, real estate investment trusts or other entities and (y) a sale, lease or conveyance of all or substantially all of the Partnership's property or business shall not be deemed to be a liquidation, dissolution or winding up, voluntary or involuntary, of the Partnership. (iiB) Subject to the rights of the holders of Parity 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, Units upon any liquidation, dissolution or winding up of the Partnership, after payment shall have been made in full to the holders General Partner, in its capacity as the holder of the Series A C Preferred Units, as provided in this Section C3, 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 holders General Partner, in its capacity as the holder of the Series A C Preferred Units Units, shall not be entitled to share therein.

Liquidation Preference. (ia) In the event of Upon any voluntary or involuntary liquidation, dissolution or winding up of the Partnership, whether voluntary or involuntary, subject to the preferential rights affairs of the holders of shares of any class or series of Senior Units, but before any payment or distribution of the assets of the Partnership shall be made to or set apart for the holders of Junior UnitsPartnership, the holders of the Series A Preferred Units shall be are entitled to receive be paid out of the assets of the Partnership legally available for distribution to its Partners a liquidation preference of (x) $100,000.00 25 per Series A Preferred Unit (the “Base Liquidation Preference”) ), plus an amount per Series A Preferred Unit equal to all distributions (whether or not earned or declared) accumulated and unpaid thereon distributions to, but not including, the date of final the redemption, in cash or property at its fair market value as determined by the General Partner before any distribution of assets is made to such holders; but such holders of the Series A Common Units or Junior Preferred Units shall not be entitled to any further payment. If, Units. (b) If upon any such liquidation, dissolution or winding up of the Partnership, the assets of the Partnership, or proceeds thereof, distributable among the holders of the Series A Preferred Units shall be insufficient to pay in full the above described preferential amount aforesaid and liquidating payments on any other class or series of Parity Preferred Units, then such assets, or the proceeds thereof, shall be distributed among the holders of such Series A Preferred Units and any such other Parity Preferred Units ratably in accordance with the 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 thereon were paid in full. For the purposes of this Section C, a Sale Transaction shall not be deemed to be a liquidation, dissolution or winding up, voluntary or involuntary, of the Partnership. (iic) Subject to the rights of the holders of Parity Preferred Units, upon 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 and any Parity Preferred Units, as provided in this Section C, any other series or class or classes of Junior Preferred Units shall, subject to any respective terms and provisions applying thereto, 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) None of a consolidation or merger of the Partnership with or into another entity, a merger of another entity with or into the Partnership, or a sale, lease or conveyance of all or substantially all of the Partnership’s property or business shall be considered a liquidation, dissolution or winding up of the affairs of the Partnership.

Liquidation Preference. (i) In the event of any liquidation, dissolution or winding up of the PartnershipCompany, whether voluntary or involuntary, subject to the preferential rights of the holders of shares of any class or series of Senior Units, but before any payment or distribution of the assets of the Partnership Company shall be made to or set apart for the holders of Junior Units, the holders each holder of the Series A Preferred Units shall be entitled to receive $100,000.00 per an amount equal to such holder's Capital Account in respect of its Series A Preferred Unit (the “Liquidation Preference”) plus an amount per Series A Preferred Unit equal to all distributions (whether or not earned or declared) accumulated and unpaid thereon to, but not including, the date of final distribution to such holdersUnits; but such the holders of the Series A Preferred Units shall not be entitled to any further payment. If, upon any such liquidation, dissolution or winding up of the PartnershipCompany, the assets of the PartnershipCompany, or proceeds thereof, distributable among to the holders of the Series A Preferred Units Units, shall be insufficient to pay in full the 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 such the Series A Preferred Units and the holders of any such other Parity Preferred Units ratably in accordance with the respective amounts that would be payable on such Series A Preferred Units and any such other Parity Preferred Units if all amounts payable thereon were paid in full. For the purposes of this Section C4.3(e), none of (i) a Sale Transaction consolidation or merger of the Company with or into one or more entities, (ii) a merger of an entity with or into the Company, (iii) a statutory share exchange by the Company or (iv) a sale, lease or conveyance of all or substantially all of the Company's assets shall not be deemed to be a liquidation, dissolution or winding up, voluntary or involuntary, of the PartnershipCompany. (ii) Subject to the rights of the holders of Parity Preferred 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 Units, Units as provided in this Section CSection, 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. (iA) In the event of any liquidation, dissolution or winding up of the Partnership, whether voluntary or involuntaryLiquidation, subject to the preferential prior preferences and other rights of the holders of shares of any class or series of Series A Senior Units, but before any payment or 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 ($100,000.00 1,000.00) (the “Series A Liquidation Preference”) per Series A Preferred Unit (the “Liquidation Preference”) plus an amount per Series A Preferred Unit equal to all distributions (whether or not earned or declared) accumulated accrued and unpaid thereon to, but not including, to the date of final distribution to such holders; but such holders of the Series A Preferred Units shall not be entitled to any further payment. If, upon any such liquidation, dissolution or winding up of the PartnershipLiquidation, 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 Preferred Units, then such assets, or the proceeds thereof, shall be distributed among the holders of such Series A Preferred Units and any such other Series A Parity Preferred 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 Preferred Units if all amounts payable thereon were paid in full. For the purposes of this Section C, a Sale Transaction shall not be deemed to be a liquidation, dissolution or winding up, voluntary or involuntary, of the Partnership. (iiB) Subject to the rights of the holders of any Series A Parity Preferred Units or Series A Senior 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 Units, as provided in this Section C5, the holders of Series A Preferred Units shall have no other claim to the remaining assets of the Partnership and any other series or class or classes of Series A Junior Units shall, subject to any 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. (iA) In the event of any liquidation, dissolution or winding up of the Partnership, whether voluntary or involuntary, subject to the preferential rights of the holders of shares of any class or series of Senior Units, but before any payment or distribution of the assets of the Partnership shall be made to or set apart for the holders of Junior Units, the holders General Partner, in its capacity as holder of the Series A E Preferred Units Units, shall be entitled to receive Two Thousand Five Hundred Dollars ($100,000.00 per Series A Preferred Unit 2,500.00) (the “Series E Liquidation Preference”) per Series E Preferred Unit plus an amount per Series A Preferred Unit equal to all distributions (whether or not earned or declared) accumulated dividends accrued and unpaid thereon 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 holdersholder; but such holders the General Partner, in its capacity as the holder of the Series A E Preferred Units Units, shall not be entitled to any further paymentpayment with respect to such Series E Preferred Units. If, upon any such liquidation, dissolution or winding up of the Partnership, the assets of the Partnership, or proceeds thereof, distributable among to the holders General Partner, in its capacity as the holder of the Series A E Preferred Units Units, shall be insufficient to pay in full the preferential amount aforesaid and liquidating payments on any other class or series of Parity Preferred Units, then such assets, or the proceeds thereof, shall be distributed among the General Partner, in its capacity as the holder of such Series E Preferred Units, and the holders of such Series A Preferred Units and any such other Parity Preferred Units ratably in accordance with the respective amounts that would be payable on such Series A E Preferred Units and any such other Parity Preferred Units if all amounts payable thereon were paid in full. For the purposes of this Section C3, (x) a Sale Transaction consolidation or merger of 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 or conveyance of all or substantially all of the Partnership’s property or business shall not be deemed to be a liquidation, dissolution or winding up, voluntary or involuntary, of the Partnership. (iiB) Subject to the rights of the holders of Parity Partnership Units of any series or class ranking on a parity with or prior to the Series E Preferred Units, Units upon any liquidation, dissolution or winding up of the Partnership, after payment shall have been made in full to the holders General Partner, in its capacity as the holder of the Series A E Preferred Units, as provided in this Section C3, 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 holders General Partner, in its capacity as the holder of the Series A E Preferred Units Units, shall not be entitled to share therein.

Liquidation Preference. (iA) In the event of any liquidation, dissolution or winding up of the Partnership, whether voluntary or involuntary, subject to the preferential rights of the holders of shares of any class or series of Senior Units, but before any payment or distribution of the assets of the Partnership shall be made to or set apart for the holders of Junior Units, the holders General Partner, in its capacity as holder of the Series A B Preferred Units Units, shall be entitled to receive Twenty Eight Dollars and Fifty Cents ($100,000.00 28.50) (the "Series B Liquidation PreferencE") per Series A B Preferred Unit (the “Liquidation Preference”) plus an amount per Series A Preferred Unit equal to all distributions (whether or not earned or declared) accumulated accumulated, accrued and unpaid thereon to, but not including, to the date of final distribution to the General Partner, in its capacity as such holdersholder; but such holders the General Partner, in its capacity as the holder of the Series A 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 greater of (i) the 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 liquidation, dissolution or winding up of the Partnership, the assets of the Partnership, or proceeds thereof, distributable among to the holders General Partner, in its capacity as the holder of the Series A B Preferred Units Units, shall be insufficient to pay in full the preferential amount aforesaid and liquidating payments on any other class or series of Parity Preferred Units, then such assets, or the proceeds thereof, shall be distributed among the General Partner, in its capacity as the holder of such Series B Preferred Units, and the holders of such Series A Preferred Units and any such other Parity Preferred Units ratably in accordance with the respective amounts that would be payable on such Series A B Preferred Units and any such other Parity Preferred Units if all amounts payable thereon were paid in full. For the purposes of this Section C3, (x) a Sale Transaction consolidation or merger of the Partnership with one or more partnerships, limited liability companies, corporations, real estate investment trusts or other entities and (y) a sale, lease or conveyance of all or substantially all of the Partnership's property or business shall not be deemed to be a liquidation, dissolution or winding up, voluntary or involuntary, of the Partnership. (iiB) Subject to the rights of the holders of Partnership Units of any Parity Preferred Units, Units upon any liquidation, dissolution or winding up of the Partnership, after payment shall have been made in full to the holders General Partner, in its capacity as the holder of the Series A B Preferred Units, as provided in this Section C3, 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 holders General Partner, in its capacity as the holder of the Series A B Preferred Units Units, shall not be entitled to share therein.

Liquidation Preference. (ia) In the event of Upon any voluntary or involuntary liquidation, dissolution or winding up of the Partnership, whether voluntary or involuntary, subject to the preferential rights of the holders of shares of any class or series of Senior Units, but before any payment or distribution of the assets of by the Partnership shall be made to or set apart for the holders of any Junior Partnership Units, to the holders extent possible and in accordance with Section 9.5(c) of the Series A Preferred Units shall be entitled to receive $100,000.00 per Series Agreement, each Class A Preferred Unit shall entitle the Holder thereof to receive (the “Liquidation Preference”i) plus an amount per Series A Preferred Unit a liquidation preference equal to all the amount of accumulated and unpaid distributions thereon (whether or not earned or declared) accumulated to and unpaid thereon to, but not including, including the date of final distribution to such holders; but Holder (the aggregate of such holders sums for all Holders of the Series Class A Preferred Units is referred to herein as the "Class A Liquidating 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 paymentpayment 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 assets of the Partnership, or proceeds thereof, distributable among the holders of the Series Class A Preferred Units and holders of any Parity Partnership Units shall be insufficient to pay in full the preferential amount aforesaid Class A Liquidating Proceeds, the Vested Promote Interests to which any Holders are entitled and liquidating payments on any other Parity Preferred Partnership Units, then such assets, or the proceeds thereof, shall be distributed among the holders Holders of such Series Class A Preferred Units and holders of any such other Parity Preferred Partnership Units ratably in accordance with the same proportion as the respective amounts that would be payable on such Series Class A Preferred Units and any such other Parity Preferred Partnership Units if all amounts payable thereon were paid in full. For the purposes of this Section C, a Sale Transaction shall not be deemed to be a liquidation, dissolution or winding up, voluntary or involuntary, of the Partnership. (iic) Subject to the rights of the holders of Parity Preferred Units, upon Upon any voluntary or involuntary liquidation, dissolution or winding up of the Partnership, after payment all distributions shall have been made in full to the Holders of Class A Preferred Units and holders of the Series A Preferred Units, as provided in this Section Cany Parity Partnership Units to enable them to receive their respective liquidation preferences, any series or class or classes of Junior Partnership Units shall, subject to any respective terms and provisions applying thereto, shall be entitled to receive any and all assets remaining to be paid or distributed, and the holders of the Series Class A Preferred Units and any Parity Partnership Units shall not be entitled to share therein.

Liquidation Preference. (i) In the event of any liquidation, dissolution or winding up of the PartnershipPartnership or the General Partner, whether voluntary or involuntary, subject to the preferential rights of the holders of shares of any class or series of Senior Units, but before any payment or distribution of the assets of the Partnership shall be made to or set apart for the holders of Junior Units, the holders General Partner, in its capacity as the holder of the Series A C Preferred Units Units, shall be entitled to receive Twenty-Five Dollars ($100,000.00 25.00) per Series A C Preferred Unit (the “Liquidation Preference”) plus an amount per Series A Preferred Unit equal to all distributions (whether or not earned or declared) accumulated accrued and unpaid thereon to, but not including, to the date of final distribution to the General Partner, in its capacity as such holdersholder; but such holders the General Partner, in its capacity as the holder of the Series A C Preferred Units Units, shall not be entitled to any further payment. If, upon any such liquidation, dissolution or winding up of the PartnershipPartnership or the General Partner, the assets of the Partnership, or proceeds thereof, distributable among to the holders General Partner, in its capacity as the holder of the Series A C Preferred Units Units, shall be insufficient to pay in full the preferential amount aforesaid and liquidating payments on any other Parity units of the Partnership ranking on a parity with the Series C Preferred UnitsUnits as to such distribution, then such assets, or the proceeds thereof, shall be distributed among the holders General Partner, in its capacity as the holder of such Series A C Preferred Units Units, and the holders of any such other Parity Preferred Units units ratably in accordance with the respective amounts that would be payable on such Series A C Preferred Units and any such other Parity Preferred Units units if all amounts payable thereon were paid in full. For the purposes of this Section C, (i) a Sale Transaction consolidation or merger of the 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 PartnershipPartnership or General Partner. (ii) Subject to the rights of the holders of Parity Partnership Units of any series or class or classes of shares ranking on a parity with or prior to the Series C Preferred Units, 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 General Partner, in its capacity as the holder of the Series A C Preferred Units, as provided in this Section CSection, 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 General Partner, in its capacity as the holder of the Series A C Preferred Units Units, shall not be entitled to share therein.

Liquidation Preference. (ia) In the event of Upon any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Partnership, whether voluntary or involuntary, subject to the preferential rights of the holders of shares of any class or series of Senior Units, but before any payment or distribution Series B Preferred Partnership Units then outstanding are entitled to be paid out of the assets of the Partnership shall be legally available for distribution to its partners a liquidation preference of $25.00 per share, plus an amount equal to any accrued and unpaid distributions to the date of payment, before any distribution of assets is made to holders of Common Units or set apart for any other class or series of Partnership Units that ranks junior to the Series B Preferred Partnership Units as to liquidation rights. After payment of the full amount of the liquidating distributions to which they are entitled, the holders of Junior UnitsSeries B Preferred 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 A 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 entitled to receive $100,000.00 per Series A Preferred Unit respectively entitled. (the “Liquidation Preference”c) plus an amount per Series A Preferred Unit equal to all distributions (whether or not earned or declared) accumulated and unpaid thereon to, but not including, the date Written notice of final distribution to such holders; but such holders of the Series A Preferred Units shall not be entitled to any further payment. If, upon any such liquidation, dissolution or winding up of the Partnership, stating the assets of payment date or dates when, and the Partnershipplace or places where, or proceeds thereofthe amounts distributable in such circumstances shall be payable, distributable among shall be given by first class mail, postage pre-paid, not less than 30 nor more than 60 days prior to the holders payment date stated therein, to each record holder of the Series A B Preferred Partnership Units shall be insufficient to pay in full at the 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 respective addresses of such Series A Preferred Units holders as the same shall appear in the books and any such other Parity Preferred Units ratably in accordance with the respective amounts that would be payable on such Series A Preferred Units and any such other Parity Preferred Units if all amounts payable thereon were paid in full. For the purposes of this Section C, a Sale Transaction shall not be deemed to be a liquidation, dissolution or winding up, voluntary or involuntary, records of the Partnership. (iid) Subject to the rights The consolidation, combination or merger of the holders Partnership with or into any other corporation, partnership or entity or consolidation or merger of Parity Preferred Unitsany other corporation with or into the Partnership, upon or the sale, lease or conveyance of all or substantially all of the Partnership’s assets, property or business or any statutory share exchange, shall not be deemed to constitute a 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. (i) In the event of a. Upon any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Partnership, whether voluntary or involuntary, subject to the preferential rights of the holders of shares of any class or series of Senior Units, but before any payment or distribution Series A Preferred Partnership Units then outstanding are entitled to be paid out of the assets of the Partnership shall be legally available for distribution to its partners a liquidation preference of $25.00 per share, plus an amount equal to any accrued and unpaid distributions to the date of payment, before any distribution of assets is made to holders of Common Units or set apart for any other class or series of Partnership Units that ranks junior to the Series A Preferred Partnership Units as to liquidation rights. After payment of the full amount of the liquidating distributions to which they are entitled, the holders of Junior UnitsSeries A Preferred 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 A 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 A Preferred Partnership Units in the distribution of assets, then the holders of the Series A 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 entitled to receive $100,000.00 per Series A Preferred Unit (the “Liquidation Preference”) plus an amount per Series A Preferred Unit equal to all distributions (whether or not earned or declared) accumulated and unpaid thereon to, but not including, the date respectively entitled. c. Written notice of final distribution to such holders; but such holders of the Series A Preferred Units shall not be entitled to any further payment. If, upon any such liquidation, dissolution or winding up of the Partnership, stating the assets of payment date or dates when, and the Partnershipplace or places where, or proceeds thereofthe amounts distributable in such circumstances shall be payable, distributable among shall be given by first class mail, postage pre-paid, not less than 30 nor more than 60 days prior to the holders payment date stated therein, to each record holder of the Series A Preferred Partnership Units at the respective addresses of such holders as the same shall be insufficient to pay appear in full the preferential amount aforesaid books and liquidating payments on records of the Partnership. d. The consolidation, combination or merger of the Partnership with or into any other Parity Preferred Unitscorporation, then such assetspartnership or entity or consolidation or merger of any other corporation with or into the Partnership, or the proceeds thereofsale, shall be distributed among lease or conveyance of all or substantially all of the holders of such Series A Preferred Units and Partnership’s assets, property or business or any such other Parity Preferred Units ratably in accordance with the respective amounts that would be payable on such Series A Preferred Units and any such other Parity Preferred Units if all amounts payable thereon were paid in full. For the purposes of this Section Cstatutory share exchange, a Sale Transaction shall not be deemed to be constitute a liquidation, dissolution or winding up, voluntary or involuntary, of the Partnership. (ii) Subject to the rights of the holders of Parity Preferred 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 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. (ia) In the event of Upon any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Partnership, whether voluntary or involuntary, subject to the preferential rights of the holders of shares of any class or series of Senior Units, but before any distribution or payment or distribution of the assets of the Partnership shall be made to or set apart for the holders of any Common Units or Junior Preferred Units, the holders of the Series A B Preferred Units then outstanding shall be entitled to receive be paid, or have the Partnership declare and set apart for payment, out of the assets of the Partnership legally available for 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 $100,000.00 25.00 per Series A B Preferred Unit (the “Liquidation Preference”) Unit, plus an amount per Series A Preferred Unit equal to all distributions (whether or not earned or declared) accumulated any accrued and unpaid thereon distributions to, but not including, the date of final distribution to such holders; but such holders of payment or the Series A Preferred Units shall not be entitled to any further payment. If, date the liquidation preference is set apart for payment (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, or proceeds thereof, distributable among the holders of the Series A Preferred Units shall be Partnership are insufficient to pay in the full amount of the preferential amount aforesaid Liquidating Distributions on all outstanding Series B Preferred Units and liquidating payments the corresponding amounts payable on any other all outstanding Parity Preferred Units, then such assets, or the proceeds thereof, shall be distributed among the holders of such Series A B Preferred Units and 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 other Parity Preferred Units if all amounts payable thereon were paid distribution of assets in full. For proportion to the purposes of this Section C, a Sale Transaction shall not full Liquidating Distributions to which they would otherwise be deemed to be a liquidation, dissolution or winding up, voluntary or involuntary, of the Partnershiprespectively entitled. (iic) Subject to the rights of the holders of Parity Preferred Units, upon 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 B Preferred Units and any Parity Preferred Units, as provided in this Section C, any other series or class or classes of Junior Preferred Units shall, subject to any respective terms and provisions applying thereto, shall be entitled to receive any and all assets remaining to be paid or distributed, and the holders of the Series A 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 they are entitled, holders of Series B Preferred Units will have no right or claim to any of the remaining assets of the Partnership. (e) For the avoidance of doubt, the consolidation or merger 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. (ia) In the event of Upon any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Partnership, whether voluntary or involuntary, subject to the preferential rights of the holders of shares of any class or series of Senior Units, but before any payment or distribution the Series B Preferred Units are entitled to be paid out of the assets of the Partnership shall be made legally available for distribution to or set apart for the holders its Partners a liquidation preference of Junior Units, the holders of the Series A Preferred Units shall be entitled to receive (x) $100,000.00 25 per Series A B Preferred Unit (the “Base Liquidation Preference”) ), plus an amount per Series A Preferred Unit equal to all distributions (whether or not earned or declared) accumulated and unpaid thereon distributions to, but not including, the date of final the redemption, in cash or property at its fair market value as determined by the General Partner before any distribution of assets is made to such holders; but such holders of the Series A Common Units or Junior Preferred Units shall not be entitled to any further payment. If, Units. (b) If upon any such liquidation, dissolution or winding up of the Partnership, the assets of the Partnership, or proceeds thereof, distributable among the holders of the Series A B Preferred Units shall be insufficient to pay in full the above described preferential amount aforesaid and liquidating payments on any other class or series of Parity Preferred Units, then such assets, or the proceeds thereof, shall be distributed among the holders of such Series A B Preferred Units and any such other Parity Preferred Units ratably in accordance with the same proportion as the respective amounts that would be payable on such Series A B Preferred Units and any such other Parity Preferred Units if all amounts payable thereon were paid in full. For the purposes of this Section C, a Sale Transaction shall not be deemed to be a liquidation, dissolution or winding up, voluntary or involuntary, of the Partnership. (iic) Subject to the rights of the holders of Parity Preferred Units, upon 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 B Preferred Units and any Parity Preferred Units, as provided in this Section C, any other series or class or classes of Junior Preferred Units shall, subject to any respective terms and provisions applying thereto, shall be entitled to receive any and all assets remaining to be paid or distributed, and the holders of the Series A B Preferred Units and any Parity Preferred Units shall not be entitled to share therein. (d) None of a consolidation or merger of the Partnership with or into another entity, a merger of another entity with or into the Partnership, or a sale, lease or conveyance of all or substantially all of the Partnership’s property or business shall be considered a liquidation, dissolution or winding up of the affairs of the Partnership.

Liquidation Preference. (i) In the event of any liquidation, dissolution or winding up of the Partnership, whether voluntary or involuntary, subject to the preferential rights of the holders of shares of any class or series of Senior Units, but before any payment or distribution of the assets of the Partnership shall be made to or set apart for the holders of Junior Units, the holders of the Series A Preferred Units shall be entitled to receive $100,000.00 per Series A Preferred Unit (the “Liquidation Preference”) ), plus an amount per Series A Preferred Unit equal to all distributions (whether or not earned or declared) accumulated and unpaid thereon to, but not including, the date of final distribution to such holders; but such holders of the Series A Preferred Units shall not be entitled to any further payment. If, upon any such liquidation, dissolution or winding up of the Partnership, the assets of the Partnership, 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 other Parity Preferred Units, then such assets, or the proceeds thereof, shall be distributed among the holders of such Series A Preferred Units and any such other Parity Preferred Units ratably in accordance with the respective amounts that would be payable on such Series A Preferred Units and any such other Parity Preferred Units if all amounts payable thereon were paid in full. For the purposes of this Section C, a Sale Transaction shall not be deemed to be a liquidation, dissolution or winding up, voluntary or involuntary, of the Partnership. (ii) Subject to the rights of the holders of Parity Preferred 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 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. (ia) In the event of Upon any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Partnership, whether voluntary or involuntary, subject to the preferential rights of the holders of shares of any class or series of Senior Units, but before any distribution or payment or distribution of the assets of the Partnership shall be made to or set apart for the holders of any Common Units or Junior Preferred Units, the holders of the Series A Preferred Units then outstanding shall be entitled to receive be paid, or have the Partnership declare and set apart for payment, out of the assets of the Partnership legally available for 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 $100,000.00 25.00 per Series A Preferred Unit (the “Liquidation Preference”) Unit, plus an amount per Series A Preferred Unit equal to all distributions (whether or not earned or declared) accumulated any accrued and unpaid thereon distributions to, but not including, the date of final distribution to such holders; but such holders of payment or the Series A Preferred Units shall not be entitled to any further payment. If, date the liquidation preference is set apart for payment (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, or proceeds thereof, distributable among Partnership are insufficient to pay the holders full amount of the Liquidating Distributions on all outstanding Series A Preferred Units shall be insufficient to pay in full and the preferential amount aforesaid and liquidating payments corresponding amounts payable on any other all outstanding Parity Preferred Units, then such assets, or the proceeds thereof, shall be distributed among the holders of such Series A Preferred Units and 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 other Parity Preferred Units if all amounts payable thereon were paid distribution of assets in full. For proportion to the purposes of this Section C, a Sale Transaction shall not full Liquidating Distributions to which they would otherwise be deemed to be a liquidation, dissolution or winding up, voluntary or involuntary, of the Partnershiprespectively entitled. (iic) Subject to the rights of the holders of Parity Preferred Units, upon 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, as provided in this Section C, any other series or class or classes of Junior Preferred Units shall, subject to any respective terms and provisions applying thereto, 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 they are entitled, holders of Series A Preferred Units will have no right or claim to any of the remaining assets of the Partnership. (e) For the avoidance of doubt, the consolidation or merger 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. (i) A. In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Partnershipaffairs of the Partnership (a “Liquidation”), whether voluntary or involuntary, subject to the preferential rights each of the holders of shares the then outstanding Series A Preferred Units shall be entitled to be paid out of any class or series of Senior Units, but the Partnership’s assets available for distribution to its Partners before any payment or distribution of the Partnership’s assets of the Partnership (whether capital or surplus) shall be made to or set apart for the holders of Junior UnitsUnits an amount in cash per Series A Preferred Unit equal to the greater of (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 “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, 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 be entitled to receive $100,000.00 per Series A Preferred Unit (the “Liquidation Preference”) plus an amount per Series A Preferred Unit equal to all distributions (whether or not earned or declared) accumulated and unpaid thereon to, but not including, the date of final distribution to such holders; but such holders of the Series A Preferred Units shall will not be entitled to any further payment. If, upon participation in any distribution of assets by the Partnership. B. Upon any such liquidationLiquidation, dissolution or winding up of the Partnership, the assets of the Partnership, or proceeds thereof, distributable among after the holders of the Series A Preferred Units shall be insufficient to pay in full the 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 such Series A Preferred Units and any such other Parity Preferred Units ratably shall have been paid in full in accordance with Section 3(A) above, the respective amounts that would remaining assets of the Partnership shall be payable on such Series A Preferred Units and any such other Parity Preferred Units if all amounts payable thereon were paid in full. distributed to the holders of the Junior Units. C. For the purposes of this Section C3, a Sale Transaction neither (i) the voluntary sale, lease, conveyance, exchange or transfer (for cash, shares, securities or 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 deemed to be a liquidation, dissolution or winding up, voluntary or involuntary, of the PartnershipLiquidation. (ii) Subject to the rights of the holders of Parity Preferred 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 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. (i) In the event of a. Upon any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Partnership, whether voluntary after payment of or involuntary, subject to provision for the preferential rights of the holders of shares of Partnership’s debts and liabilities and any other class or series of Senior Units, but before any payment or distribution of the assets 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 or set apart for the holders of any Common Units or Junior Preferred Units, the holders of the Series A Preferred Units then outstanding shall be entitled to receive be paid out of the assets of the Partnership legally available for distribution to its Partners a liquidation preference in cash of $100,000.00 25.00 per Series A Preferred Unit (the “Base Liquidation Preference”) ), plus an amount per equal to any accrued and unpaid Series A Preferred Unit equal to all distributions (whether or not earned or declared) accumulated and unpaid thereon Return to, but not including, the date of final distribution to such holders; but such holders of payment (together with the Series A Preferred Units shall not be entitled to any further payment. IfBase Liquidation Preference, the “Liquidating Distribution”). b. If upon any such voluntary or involuntary liquidation, dissolution or winding up of the Partnership, the available assets of the Partnership, or proceeds thereof, distributable among Partnership are insufficient to pay the holders full amount of the Liquidating Distributions on all outstanding Series A Preferred Units shall be insufficient to pay in full and the preferential amount aforesaid and liquidating payments corresponding amounts payable on any other all outstanding Parity Preferred Units, then such assets, or the proceeds thereof, shall be distributed among the holders of such Series A Preferred Units and any such other Parity Preferred Units shall share ratably in accordance with any such distribution of assets in proportion to the respective amounts that full Liquidating Distributions to which they would otherwise be payable on such respectively entitled. c. After payment of the full amount of the Liquidating Distributions to which they are entitled, holders of Series A Preferred Units and will have no right or claim to any such other Parity Preferred Units if all amounts payable thereon were paid in full. For of the purposes of this Section C, a Sale Transaction shall not be deemed to be a liquidation, dissolution or winding up, voluntary or involuntary, remaining assets of the Partnership. (ii) Subject to d. For the rights avoidance of doubt, the consolidation, merger or conversion of the holders Partnership with or into another entity, the merger of Parity Preferred Unitsanother entity with or into the Partnership, upon any 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, after payment shall have been made in full to the holders affairs 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 thereinPartnership.

Liquidation Preference. (ia) In the event of Upon any liquidation, dissolution or winding up liquidation of the Partnership, whether voluntary or involuntary, subject to the preferential rights of the holders of shares of any class or series of Senior Units, but before any payment or distribution Series B Preferred Units are entitled to be paid out of the assets of the Partnership shall be made legally available for distribution to or set apart for its Partners a liquidation preference equal to the holders sum of Junior Units, the holders of the Series A Preferred Units shall be entitled to receive (i) $100,000.00 25.00 per Series A B Preferred Unit Unit, and (the “Liquidation Preference”ii) plus an amount per Series A Preferred Unit equal to all distributions (whether or not earned or declared) accumulated and unpaid thereon to, but not including, distributions up to and including the date of final the redemption, in cash or property at its fair market value as determined by the General Partner before any distribution of assets is made with respect to such holders; but such holders OP Units or other Partnership Units ranking junior to Series B Preferred Units with respect to distribution rights or rights upon liquidation of the Series A Preferred Units shall not be entitled to any further payment. If, Partnership. (b) If upon any such liquidation, dissolution or winding up liquidation of the Partnership, the assets of the Partnership, or proceeds thereof, distributable among the holders of the Series A B Preferred Units shall be insufficient to pay in full the preferential amount aforesaid and liquidating payments on any other class or series of Preferred Parity Preferred Units, then such assets, or the proceeds thereof, shall be distributed among the holders of such Series A B Preferred Units and any such other Preferred Parity Preferred Units ratably in accordance with the same proportion as the respective amounts that would be payable on such Series A B Preferred Units and any such other Preferred Parity Preferred Units if all amounts payable thereon were paid in full. For . (c) Written notice of any such liquidation of the purposes 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 holder of this Section C, a Sale Transaction Series B Preferred Units at the respective addresses of such holders as the same shall not be deemed to be a liquidation, dissolution or winding up, voluntary or involuntary, appear on the records of the Partnership. (iid) Subject to Upon the rights of the holders of Parity Preferred Units, upon any liquidation, dissolution or winding up liquidation of the Partnership, after payment shall have been made in full to in respect of the Series B Preferred Units, 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 B Preferred Units shall not be entitled to share thereinreceive any further amounts in respect of Series B Preferred Units. (e) None of a consolidation or merger of the Partnership with or into another entity, a merger of another entity with or into the Partnership, a sale, lease or conveyance of all or substantially all of the Partnership’s property shall be considered a liquidation of the affairs of the Partnership for purposes of this Section 5.

Liquidation Preference. (i1) In the event of any liquidation, dissolution or winding up of the Partnership, whether voluntary or involuntary, subject to the preferential rights of the holders of shares of any class or series of Senior Units, but before any payment or distribution of the assets of the Partnership (whether capital, surplus or otherwise) shall be made to or set apart for the holders of Junior Partnership Units, the holders of the Series A Class H Partnership Preferred Units shall be entitled to receive Twenty Five Dollars ($100,000.00 25) per Series A Class H Partnership Preferred Unit (the “"Liquidation Preference”) "), plus an amount per Series A Class H Partnership Preferred Unit equal to all distributions dividends (whether or not earned declared or declaredearned) accumulated accumulated, accrued and unpaid thereon to, but not including, on one share of Class H Preferred Stock to the date of final distribution to such holders; but such holders of the Series A Preferred Units shall not be entitled to any further payment. Until the holders of the Class H Partnership Preferred Units have been paid the Liquidation Preference in full, plus an amount equal to all dividends (whether or not declared or earned) accumulated, 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 Partnership. If, upon any such liquidation, dissolution or winding up of the Partnership, the assets of the Partnership, or proceeds thereof, distributable among the holders of the Series A Class H Partnership Preferred Units shall be insufficient to pay in full the preferential amount aforesaid and liquidating payments on any other Parity Preferred Partnership Units, then such assets, or the proceeds thereof, shall be distributed among the holders of such Series A Class H Partnership Preferred Units and any such other Parity Preferred Partnership Units ratably in accordance with the same proportion as the respective amounts that would be payable on such Series A Class H Partnership Preferred Units and any such other Parity Preferred Partnership Units if all amounts payable thereon were paid in full. For the purposes of this Section C4, (i) a Sale Transaction consolidation or merger of the Partnership with one or more partnerships, or (ii) a sale or transfer of all or substantially all of the Partnership's assets shall not be deemed to be a liquidation, dissolution or winding up, voluntary or involuntary, of the Partnership. (ii2) Subject to the rights of the holders of Parity Preferred Units, upon 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 Class H Partnership Preferred Units and any Parity Partnership Units, as provided in this Section C4, any other series or class or classes of Junior Partnership Units shall, subject to any the respective terms and provisions applying theretothereof, be entitled to receive any and all assets remaining to be paid or distributed, and the holders of the Series A Class H Partnership Preferred Units and any Parity Partnership Units shall not be entitled to share therein.

Liquidation Preference. (ia) In the event of Upon any voluntary or involuntary liquidation, dissolution or winding up of the Partnership, whether voluntary or involuntary, subject to the preferential rights affairs of the holders of shares of any class or series of Senior Units, but before any payment or distribution of the assets of the Partnership shall be made to or set apart for the holders of Junior UnitsPartnership, the holders of the Series A Preferred Units shall be are entitled to receive be paid out of the assets of the Partnership legally available for distribution to its Partners a liquidation preference of (x) $100,000.00 25 per Series A Preferred Unit (the “Series A Base Liquidation Preference”) ), plus an amount per Series A Preferred Unit equal to all distributions (whether or not earned or declared) accumulated and unpaid thereon distributions to, but not including, the date of final the redemption, in cash or property at its fair market value as determined by the General Partner before any distribution of assets is made to such holders; but such holders of the Series A Common Units or Junior Preferred Units shall not be entitled to any further payment. If, Units. (b) If upon any such liquidation, dissolution or winding up of the Partnership, the assets of the Partnership, or proceeds thereof, distributable among the holders of the Series A Preferred Units shall be insufficient to pay in full the above described preferential amount aforesaid and liquidating payments on any other class or series of Parity Preferred Units, then such assets, or the proceeds thereof, shall be distributed among the holders of such Series A Preferred Units and any such other Parity Preferred Units ratably in accordance with the 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 thereon were paid in full. For the purposes of this Section C, a Sale Transaction shall not be deemed to be a liquidation, dissolution or winding up, voluntary or involuntary, of the Partnership. (iic) Subject to the rights of the holders of Parity Preferred Units, upon 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 and any Parity Preferred Units, as provided in this Section C, any other series or class or classes of Junior Preferred Units shall, subject to any respective terms and provisions applying thereto, 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) None of a consolidation or merger of the Partnership with or into another entity, a merger of another entity with or into the Partnership, or a sale, lease or conveyance of all or substantially all of the Partnership’s property or business shall be considered a liquidation, dissolution or winding up of the affairs of the Partnership.

Liquidation Preference. (ia) In the event of Upon any voluntary or involuntary liquidation, dissolution or winding up of the Partnership, whether voluntary or involuntary, subject to the preferential rights of the holders of shares of any class or series of Senior Units, but before any payment allocation of income or distribution of the assets of gain by the Partnership shall be made to or set apart for the holders of any Junior Partnership Units, to the extent possible, the holders of the Series A Preferred Units shall be entitled to be allocated income and gain to effectively enable them to receive $100,000.00 per Series A Preferred Unit a liquidation preference (the “"Liquidation Preference”") of (i) $25 per Preferred Unit, plus an amount per Series A Preferred Unit equal to all (ii) accumulated, accrued and unpaid distributions (whether or not earned or declared) accumulated and unpaid thereon to, but not including, to the date of final distribution to such holders; but such holders of the Series A Preferred Units shall not be entitled to any further paymentpayment or allocation. Until all holders of the Preferred Units have been paid the Liquidation Preference in full, no allocation of income or gain will be made to any holder of Junior Units upon the liquidation, dissolution or winding up of the Partnership. (b) If, upon any such liquidation, dissolution or winding up of the Partnership, the assets of the Partnership, or proceeds thereof, distributable among the holders of the Series A Preferred Partnership Units shall be insufficient to pay in full the preferential amount aforesaid Liquidation Preference and liquidating payments on any other Parity Preferred Partnership Units, then following certain allocations made by the Partnership, such assets, or the proceeds thereof, shall be distributed among the holders of such Series A Preferred Units and any such other Parity Preferred Partnership Units ratably in accordance with the same proportion as the respective amounts that would be payable on such Series A Preferred Units and any such other Parity Preferred Partnership Units if all amounts payable thereon were paid in full. For the purposes of this Section C, a Sale Transaction shall not be deemed to be a . (c) A voluntary or involuntary liquidation, dissolution or winding upup of the Partnership will not include a consolidation or merger of the Partnership with one or more partnerships, voluntary corporations or involuntaryother entities, or a sale or transfer of all or substantially all of the Partnership's assets. (iid) Subject to the rights of the holders of Parity Preferred Units, upon Upon any liquidation, dissolution or winding up of the Partnership, after payment all allocations shall have been made in full to the holders of the Series A Preferred Units, as provided in this Section CUnits and any Parity Partnership Units to enable them to receive their respective liquidation preferences, any series or class or classes of Junior Partnership Units shall, subject to any respective terms and provisions applying thereto, 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 Partnership Units shall not be entitled to share therein.

Liquidation Preference. (i) In the event of any liquidation, dissolution or winding up of the PartnershipPartnership or the General Partner, whether voluntary or involuntary, subject to the preferential rights of the holders of shares of any class or series of Senior Units, but before any payment or distribution of the assets of the Partnership shall be made to or set apart for the holders of Junior Units, the holders General Partner, in its capacity as the holder of the Series A D Preferred Units Units, shall be entitled to receive Twenty-Five Dollars ($100,000.00 25.00) per Series A D Preferred Unit (the “Liquidation Preference”) plus an amount per Series A Preferred Unit equal to all distributions (whether or not earned or declared) accumulated accrued and unpaid thereon to, but not including, to the date of final distribution to the General Partner, in its capacity as such holdersholder; but such holders the General Partner, in its capacity as the holder of the Series A D Preferred Units Units, shall not be entitled to any further payment. If, upon any such liquidation, dissolution or winding up of the PartnershipPartnership or the General Partner, the assets of the Partnership, or proceeds thereof, distributable among to the holders General Partner, in its capacity as the holder of the Series A D Preferred Units Units, shall be insufficient to pay in full the preferential amount aforesaid and liquidating payments on any other Parity units of the Partnership ranking on a parity with the Series D Preferred UnitsUnits as to such distribution, then such assets, or the proceeds thereof, shall be distributed among the holders General Partner, in its capacity as the holder of such Series A D Preferred Units Units, and the holders of any such other Parity Preferred Units units ratably in accordance with the respective amounts that would be payable on such Series A D Preferred Units and any such other Parity Preferred Units units if all amounts payable thereon were paid in full. For the purposes of this Section C, (i) a Sale Transaction consolidation or merger of the 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 PartnershipPartnership or General Partner. (ii) Subject to the rights of the holders of Parity Partnership Units of any series or class or classes of shares ranking on a parity with or prior to the Series D Preferred Units, 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 General Partner, in its capacity as the holder of the Series A D Preferred Units, as provided in this Section CSection, 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 General Partner, in its capacity as the holder of the Series A D Preferred Units Units, shall not be entitled to share therein.

Liquidation Preference. (i) In the event of any liquidation, dissolution or winding up of the PartnershipPartnership or the General Partner, whether voluntary or involuntary, subject to the preferential rights of the holders of shares of any class or series of Senior Units, but before any payment or distribution of the assets of the Partnership shall be made to or set apart for the holders of Junior Units, the holders of the Series A Preferred Units shall be entitled to receive Ten Dollars ($100,000.00 10.00) per Series A Preferred Unit (the “Liquidation Preference”) plus an amount per Series A Preferred Unit equal to all distributions (whether or not earned or declared) accumulated and unpaid thereon to, but not including, to the date of final distribution to such holdersholder; but such the holders of the Series A Preferred Units shall not be entitled to any further payment. If, upon any such liquidation, dissolution or winding up of the PartnershipPartnership or the General Partner, the assets of the Partnership, or proceeds thereof, distributable among to the holders of the Series A Preferred Units Units, shall be insufficient to pay in full the 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 such Series A Preferred Units Units, and the holders of any such other Parity Preferred Units ratably in accordance with the respective amounts that would be payable on such Series A Preferred Units and any such other Parity Preferred Units if all amounts payable thereon were paid in full. For the purposes of this Section C, (i) a Sale Transaction consolidation or merger of the 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 PartnershipGeneral Partner. (ii) Subject to the rights of the holders of Parity Partnership Units of any series or class or classes of shares ranking on a parity with or prior to the Series A Preferred Units, 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 CSection, 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, and 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 not be entitled to share thereinthe 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. (ia) In the event of any liquidation, dissolution or winding winding-up of the Operating Partnership, whether voluntary or involuntary, subject to the preferential rights of the holders of shares of any class or series of Senior Units, but before any payment or distribution of the Operating Partnership’s assets of the Partnership shall be made to or set apart for the holders of Junior Units, the holders of the Series A I Preferred Units shall be entitled to receive $100,000.00 50.00 per unit of Series A I Preferred Unit Units (the “Liquidation Preference”) plus an amount per Series A Preferred Unit equal to all distributions (whether or not earned or declared) accumulated and unpaid thereon to, but not including, to the date of final distribution to such holders; , but such holders of the Series A Preferred Units shall not be entitled to any further paymentpayment or other participation in any distribution of the assets of the Operating Partnership. If, upon any such liquidation, dissolution or winding winding-up of the Operating Partnership, the assets of the Operating Partnership’s assets, or proceeds thereof, distributable among the holders of the Series A I Preferred Units shall be are insufficient to pay in full the 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 such the Series A I Preferred Units and any such other Parity Preferred Units ratably in accordance with proportion to the respective amounts that would be payable on such Series A I Preferred Units and any such other Parity Preferred Units if all amounts payable thereon were paid in full. For . (b) Neither the purposes voluntary sale, conveyance, exchange or transfer, for cash, shares of this Section Cstock, a Sale Transaction 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 not be deemed to be a voluntary or involuntary liquidation, dissolution or winding up, voluntary or involuntary, winding-up of the Operating Partnership. (iic) Subject to the rights of the holders of Parity Preferred Units, upon any liquidation, dissolution or winding up of the Partnership, after After payment shall have has been made in full to the holders of the Series A I Preferred Units, as provided in this Section C5, 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 I Preferred Units shall not be entitled have no right or claim to share thereinany remaining assets of the Operating Partnership.

Liquidation Preference. (i) In the event of Upon any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Partnership, whether voluntary or involuntary, subject to the preferential rights of the holders of shares of any class or series of Senior Units, but before any payment or distribution Series A Preferred Units are entitled to be paid out of the assets of the Partnership shall be legally available for distribution to its partners, after payment of or provision for the Partnership’s debts and other liabilities, a liquidation preference of $25.00 per Series A Preferred Unit (the “Base Liquidation Preference”), plus an amount equal to any accrued and unpaid distributions (whether or not authorized or declared by the General Partner) thereon to and including the date of payment, but without interest, before any distribution of assets is made to or set apart for the holders of Junior Units. If the 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 entitled distributed pro rata so that the amount of assets distributed per Series A Preferred Units and such Parity Preferred Units shall in all cases bear to receive $100,000.00 each other the same ratio that the liquidation preference per Series A Preferred Unit (the “Liquidation Preference”) plus an amount per Series A Preferred Unit equal to all distributions (whether or not earned or declared) accumulated and unpaid thereon to, but not including, the date of final distribution to such holders; but such holders of the Series A Parity Preferred Units shall not be entitled bear to each other. Written notice of any further payment. If, upon distribution in connection with any such liquidation, dissolution or winding up of the Partnership, the assets affairs of the Partnership, stating the payment date or proceeds thereofdates when, and the place or places where, the amounts distributable among 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 holders payment date stated therein, to each record holder of the Series A Preferred Units at the respective addresses of such holders as the same shall be insufficient appear on the records of the Partnership. After payment of the full amount of the liquidating distributions to pay in full the preferential amount aforesaid and liquidating payments on any other Parity Preferred Unitswhich they are entitled, then such assets, or the proceeds thereof, shall be distributed among the holders of such Series A Preferred Units and will have no right or claim to any such other Parity Preferred Units ratably in accordance of the remaining assets of the Partnership. The consolidation or merger of the Partnership with the respective amounts that would be payable on such Series A Preferred Units and any such other Parity Preferred Units if all amounts payable thereon were paid in full. For the purposes of this Section Cor into another entity, a Sale Transaction merger of another entity with or into the Partnership, a statutory exchange by the Partnership or a sale, lease, transfer or conveyance of all or substantially all of the Partnership’s property or business shall not be deemed to be constitute a liquidation, dissolution or winding up, voluntary or involuntary, of the Partnership. (ii) Subject to the rights of the holders of Parity Preferred Units, upon any liquidation, dissolution or winding up of the Partnership, after payment shall have been made in full to the holders affairs 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.Partnership..

Liquidation Preference. (i) In the event of a. Upon any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Partnership, whether voluntary or involuntary, subject to the preferential rights of the holders of shares of any class or series of Senior Units, but before any payment or distribution Series A Preferred Units then outstanding are entitled to be paid out of the assets of the Partnership shall be legally available for distribution to its unitholders a liquidation preference of $25.00 per share, plus an amount equal to any accrued and unpaid distributions to the date of payment, before any distribution of assets is made to or set apart for the holders of Junior UnitsPartnership Units or any other class or series of Units of the Partnership that ranks junior to the Series A Preferred Units as to liquidation rights. b. In the event that, upon 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 A Preferred Units and the corresponding amounts payable on all shares of other classes or series of Units of the Partnership ranking on a parity with the Series A Preferred Units in the distribution of assets, then the holders of the Series A Preferred Units and all other such classes or series of Units shall share ratably in any such distribution of assets in proportion to the full liquidating distributions to which they would otherwise be entitled respectively entitled. c. After payment of the full amount of the liquidating distributions to receive $100,000.00 per Series A Preferred Unit (the “Liquidation Preference”) plus an amount per Series A Preferred Unit equal to all distributions (whether or not earned or declared) accumulated and unpaid thereon to, but not includingwhich they are entitled, the date of final distribution to such holders; but such holders of the Series A Preferred Units shall not be entitled will have no right or claim to any further payment. If, upon of the remaining assets of the Partnership. d. Written notice of any such liquidation, dissolution or winding up of the Partnership, stating the assets of payment date or dates when, and the Partnershipplace or places where, or proceeds thereofthe amounts distributable in such circumstances shall be payable, distributable among shall be given by first class mail, postage pre-paid, not less than 30 nor more than 60 days prior to the holders payment date stated therein, to each record holder of the Series A Preferred Units shall be insufficient to pay in full (other than the preferential amount aforesaid and liquidating payments on any other Parity Preferred Units, then such assets, or General Partner) at the proceeds thereof, shall be distributed among the holders respective addresses of such Series A Preferred Units and any such other Parity Preferred Units ratably in accordance with holders as the respective amounts that would be payable same shall appear on such Series A Preferred Units and any such other Parity Preferred Units if all amounts payable thereon were paid in full. For the purposes of this Section C, a Sale Transaction shall not be deemed to be a liquidation, dissolution or winding up, voluntary or involuntary, unit transfer records of the Partnership. e. In determining whether a distribution (ii) Subject to the rights other than upon voluntary or involuntary liquidation), by distribution, redemption or other acquisition of units of the Partnership or otherwise, is permitted under Delaware law, amounts that would be needed, if the Partnership were to be dissolved at the time of the distribution, to satisfy the preferential rights upon dissolution of holders of Parity Preferred 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 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 will not be entitled added to share thereinthe Partnership's total liabilities.

Liquidation Preference. (ia) In the event of Upon any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Partnership, whether voluntary or involuntary, subject to the preferential rights of the holders of shares of any class or series of Senior Units, but before any distribution or payment or distribution of the assets of the Partnership shall be made to or set apart for the holders of any Common Units or Junior Preferred Units, the holders of the Series A C Preferred Units then outstanding shall be entitled to receive be paid, or have the Partnership declare and set apart for payment, out of the assets of the Partnership legally available for 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 $100,000.00 25.00 per Series A C Preferred Unit (the “Base Liquidation Preference”) ), plus an amount per Series A Preferred Unit equal to all distributions (whether or not earned or declared) accumulated any accrued and unpaid thereon distributions to, but not including, the date of final distribution to such holders; but such holders of payment or the Series A Preferred Units shall not be entitled to any further payment. If, date the liquidation preference is set apart for payment (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, or proceeds thereof, distributable among the holders of the Series A Preferred Units shall be Partnership are insufficient to pay in the full amount of the preferential amount aforesaid Liquidating Distributions on all outstanding Series C Preferred Units and liquidating payments the corresponding amounts payable on any other all outstanding Parity Preferred Units, then such assets, or the proceeds thereof, shall be distributed among the holders of such Series A C Preferred Units and 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 other Parity Preferred Units if all amounts payable thereon were paid distribution of assets in full. For proportion to the purposes of this Section C, a Sale Transaction shall not full Liquidating Distributions to which they would otherwise be deemed to be a liquidation, dissolution or winding up, voluntary or involuntary, of the Partnershiprespectively entitled. (iic) Subject to the rights of the holders of Parity Preferred Units, upon 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 C Preferred Units and any Parity Preferred Units, as provided in this Section C, any other series or class or classes of Junior Preferred Units shall, subject to any respective terms and provisions applying thereto, shall be entitled to receive any and all assets remaining to be paid or distributed, and the holders of the Series A 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 they are entitled, holders of Series C Preferred Units will have no right or claim to any of the remaining assets of the Partnership. (e) For the avoidance of doubt, the consolidation or merger 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. (i) In the event of any liquidation, dissolution or winding up of the PartnershipCorporation, whether voluntary or involuntary, subject to the preferential rights of the holders of shares of any class or series of Senior Units, but before any payment or distribution of the assets of the Partnership Corporation (whether capital or surplus) shall be made to or set apart for the holders of Junior UnitsShares, the holders of the Series A "A" Preferred Units Shares shall be entitled to receive Ninety Cents ($100,000.00 0.90) per Series A "A" Preferred Unit Share (the “"Liquidation Preference”") plus an amount per Series A Preferred Unit equal to all distributions dividends (whether or not earned or declared) accumulated accumulated, accrued and unpaid thereon to, but not including, to the date of final distribution to such holdersholder; but such holders of the Series A "A" Preferred Units Shares shall not be entitled to any further payment. If, upon any such liquidation, dissolution or winding up of the PartnershipCorporation, the assets of the PartnershipCorporation, or proceeds thereof, distributable among the holders of the Series A "A" Preferred Units Shares shall be insufficient to pay in full the preferential amount aforesaid and liquidating payments on any other Parity Preferred Unitspayments, then such assets, or the proceeds thereof, shall be distributed among the holders of such Series A "A" Preferred Units and any such other Parity Preferred Units Shares ratably in accordance with the respective amounts that would be payable on such Series A "A" Preferred Units and any such other Parity Preferred Units Shares if all amounts payable thereon were paid in full. For the purposes of this Section C4, (i) a Sale Transaction consolidation or merger of the Corporation with one or more entities, (ii) a statutory share exchange and (iii) a sale or transfer of all or substantially all of the Corporation's assets shall not be deemed to be a liquidation, dissolution or winding up, voluntary or involuntary, of the Partnership. (ii) Subject to the rights of the holders of Parity Preferred Units, upon any liquidation, dissolution or winding up of the Partnership, after Corporation. Remaining Assets. After payment shall have been made in full to the holders of the Series A "A" Preferred UnitsShares, as provided in this Section C4, any series or class or classes of Junior Units 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 "A" Preferred Units Shares shall not be entitled to share therein.

Liquidation Preference. (i) In the event of any liquidation, dissolution or winding up of the PartnershipCompany, whether voluntary or involuntary, subject to the preferential rights of the holders of shares of any class or series of Senior Units, but before any payment or distribution of the assets of the Partnership Company shall be made to or set apart for the holders of Junior Units, the holders of the Series A J Company Preferred Units shall be entitled to receive $100,000.00 25.00 per Series A J Company Preferred Unit (the “Liquidation Preference”) plus an amount per Series A J Company Preferred Unit equal to all accrued and unpaid distributions (whether or not earned or declared) accumulated and unpaid thereon to, but not including, the date of final distribution to such holders; but such holders of the Series A J Company Preferred Units shall not be entitled to any further payment. If, upon any such liquidation, dissolution or winding up of the PartnershipCompany, the assets of the PartnershipCompany, or proceeds thereof, distributable among the holders of the Series A J Company Preferred Units shall be insufficient to pay in full the 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 such Series A J Company Preferred Units and any such other Parity Preferred Units ratably in accordance with the respective amounts that would be payable on such Series A J Company Preferred Units and any such other Parity Preferred Units if all amounts payable thereon were paid in full. For the purposes of this Section CD, none of (i) a Sale Transaction consolidation or merger of the Company with one or more entities, (ii) a statutory unit exchange by the Company, or (iii) a sale or transfer of all or substantially all of the Company’s assets shall not be deemed to be a liquidation, dissolution or winding up, voluntary or involuntary, of the PartnershipCompany. (ii) Until payment shall have been made in full to the holders of the Series J 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 made to any holder of Junior Units upon the liquidation, dissolution or winding up of the Company. Subject to the rights of the holders of Parity Preferred Units, upon any liquidation, dissolution or winding up of the PartnershipCompany, after payment shall have been made in full to the holders of the Series A J Company Preferred Units, as provided in this Section CD, 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 J Company Preferred Units shall not be entitled to share therein.

Liquidation Preference. (i) In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Partnership, the Managing General Partner, in its capacity as holder of the Series D Preferred Units, shall be entitled to receive out of the assets of the Partnership available for distribution to the Partners pursuant to Section 13.02.A of the Partnership Agreement a liquidation preference of $25.00 per Series D Preferred Unit, plus an amount equal to any accumulated and unpaid distributions (whether voluntary or involuntarynot earned or authorized) to the date of 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 Series D 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 shares of any class or series of Senior Units, but before any payment or Partnership Interests ranking senior to the Series D Preferred Units as to the distribution of assets upon the assets liquidation, dissolution or winding up of the Partnership shall be made to or set apart for the holders of Junior Units, the holders of the Series A Preferred Units shall be entitled to receive $100,000.00 per Series A Preferred Unit Partnership. (the “Liquidation Preference”ii) plus an amount per Series A Preferred Unit equal to all distributions (whether or not earned or declared) accumulated and unpaid thereon to, but not including, the date of final distribution to such holders; but such holders of the Series A Preferred Units shall not be entitled to any further payment. If, If upon any such voluntary or involuntary liquidation, dissolution or winding up of the Partnership, the assets of the PartnershipPartnership legally available for distribution to its Partners are insufficient to make such full payment to the Managing General Partner, or proceeds thereof, distributable among in its capacity as the holders holder of the Series A Preferred Units shall be insufficient to pay in full the preferential amount aforesaid and liquidating payments on any other Parity D Preferred Units, then such assets, or and the proceeds thereof, shall be distributed among corresponding amounts payable on all other Partnership Interests ranking on a parity with the holders of such Series A D Preferred Units and any such other Parity Preferred Units ratably in accordance with the respective amounts that would be payable on such Series A Preferred Units and any such other Parity Preferred Units if all amounts payable thereon were paid in full. For the purposes of this Section C, a Sale Transaction shall not be deemed to be a liquidation, dissolution or winding up, voluntary or involuntary, of the Partnership. (ii) Subject as to the rights distribution of assets upon the holders of Parity Preferred Units, upon any liquidation, dissolution or winding up of the Partnership, after payment shall have been made then the Managing General Partner, in full to its capacity as the holders holder of the Series A D 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 other holders of such Partnership Interests shall share ratably in any such distribution of assets remaining in proportion to the full liquidating distributions (including, if applicable, accumulated and unpaid distributions) to which they would otherwise be paid or distributedrespectively entitled. (iii) After payment of the full amount of the liquidating distributions to which they are entitled, and the holders Managing General Partner, in its capacity as the holder of the Series A D Preferred Units Units, shall not have no right or claim to any of the remaining assets of the Partnership. (iv) None of a consolidation or merger of the Partnership with or into another entity, a merger of another entity with or into the Partnership, a statutory unit exchange by the Partnership or a sale, lease or conveyance of all or substantially all of the Partnership’s property or business shall be entitled to share thereinconsidered a liquidation, dissolution or winding up of the affairs of the Partnership.

Liquidation Preference. (ia) In the event of Upon any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Partnership, whether voluntary before any distribution or involuntary, subject payment shall be made to the preferential rights of the holders of shares of any class or series of Senior Class A Units, but before any payment Class B Units, LTIP Units, or distribution Junior Preferred Units, the holders of the 5.000% Series B Participating Preferred 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 shall be made legally available for distribution to its Partners after payment or set apart provision for payment of all debts and other liabilities of the holders Partnership and any liquidation preference owing in respect of Junior any Senior Preferred Units, a liquidation preference in cash or property at fair market value, as determined by the holders of General Partner, the Series A Preferred Units shall be entitled to receive $100,000.00 per Series A Preferred Unit sum of: (i) the “Initial Liquidation Preference”, (ii) plus the HPA Amount (if positive), and (iii) an amount per Series A Preferred Unit unit equal to all distributions (whether or not earned or declared) accumulated any accrued and unpaid thereon distributions to, but not includingexcluding, the date of final distribution to such holders; but such holders of payment or the Series A Preferred Units shall not be entitled to any further payment. If, date the amount for payment is set apart for payment (the “Final Liquidation Preference”). (b) If upon any such voluntary or involuntary liquidation, dissolution or winding up of the Partnership, the available assets of the Partnership, or proceeds thereof, distributable among the holders of the Series A Preferred Units shall be Partnership are insufficient to pay in the full amount of the preferential amount aforesaid Final Liquidation Preference on all outstanding 5.000% Series B Participating Preferred Units and liquidating payments the corresponding amounts payable on any other all outstanding Parity Preferred Units, then such assets, or the proceeds thereof, shall be distributed among the holders of such 5.000% Series A B Participating Preferred Units and 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 other Parity Preferred Units if all amounts distribution of assets in proportion to the full amount of the Final Liquidation Preference to which they would otherwise be respectively entitled. (c) Until September 30, 2020, the HPA Amount payable thereon were paid in full. For the purposes of this Section C, a Sale Transaction shall not be deemed to be a upon any voluntary or involuntary liquidation, dissolution or winding up, voluntary or involuntary, up of the affairs of the Partnership, shall be subject to a cap as provided in Section 6(e) of the Articles Supplementary. (iid) Subject to the rights of the holders of Parity Preferred Units, upon 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 A B Participating Preferred Units and any Parity Preferred Units, as provided in this Section C, any other series or class or classes of Junior Preferred Units shall, subject to any respective terms and provisions applying thereto, shall be entitled to receive any and all assets remaining to be paid or distributed, and the holders of the 5.000% Series A 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 Final Liquidation Preference to which they are entitled, holders of 5.000% Series B Participating Preferred Units will have no right or claim to any of the remaining assets of the Partnership. (f) For the avoidance of doubt, the consolidation or merger 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. (i) In the event of any liquidation, dissolution or winding up of the PartnershipPartnership or the General Partner, whether voluntary or involuntary, subject to the preferential rights of the holders of shares of any class or series of Senior Units, but before any payment or distribution of the assets of the Partnership shall be made to or set apart for the holders of Junior Units, the holders holder of the Series A D-1 Preferred Units shall be entitled to receive $100,000.00 per Series A Preferred Unit (the “Liquidation Preference”) plus an amount per Series A Preferred Unit equal to all distributions (whether or not earned or declared) accumulated and unpaid thereon to, but not including, the date holder's Capital Account in respect of final distribution to such holdersthose Series D-1 Preferred Units; but such the holders of the Series A D-1 Preferred Units shall not be entitled to any further payment. If, upon any such liquidation, dissolution or winding up of the PartnershipPartnership or the General Partner, the assets of the Partnership, or proceeds thereof, distributable among to the holders of the Series A D-1 Preferred Units Units, shall be insufficient to pay in full the 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 such Series A D-1 Preferred Units and the holders of any such other Parity Preferred Units ratably in accordance with the respective amounts that would be payable on such Series A D-1 Preferred Units and any such other Parity Preferred Units if all amounts payable thereon were paid in full. For the purposes of this Section C2.C, (i) a Sale Transaction consolidation or merger of the 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 PartnershipGeneral Partner. (ii) Subject to the rights of the holders of Parity 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, 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 D-1 Preferred Units, as provided in this Section CSection, 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 holder of the Series A D-1 Preferred Units shall not be entitled to share therein.

Liquidation Preference. (ia) In the event of any liquidation, dissolution dissolution, or winding up of the Partnership, whether voluntary or involuntary, subject to the preferential rights of the holders of shares of any class or series of Senior Units, but before any payment or distribution of the assets of the Partnership shall be made to or set apart for the holders of Junior any other class or series of Limited Partnership Interest ranking junior to the Series A-1 Preferred Units, the holders of the Series A Preferred Units A-1 Holders shall be entitled to receive $100,000.00 per the Series A Preferred Unit (the “A-1 Liquidation Preference”) , plus an amount per Series A Preferred Unit equal to all distributions (whether or not earned or declared) accumulated declared and unpaid thereon to, but not including, to the date of final distribution to such holders; but such holders of the Series A Preferred Units shall not be entitled to any further paymentdistribution. If, upon any such liquidation, dissolution dissolution, or winding up of the Partnership, Partnership the assets of the Partnership, or proceeds thereof, distributable among the holders of to the Series A Preferred Units A-1 Holders shall be insufficient to pay in full the preferential amount aforesaid and as liquidating payments on any other Parity Partnership Securities ranking on a parity with the Series A-1 Preferred UnitsUnits as to such distribution, then such assets, or the proceeds thereof, shall be distributed among the holders of such Series A A-1 Preferred Units and the holders of any such other Parity Preferred Units Partnership Securities ratably in accordance with the respective amounts that would be payable on such Series A A-1 Preferred Units and any such other Parity Preferred Units Partnership Securities if all amounts payable thereon were paid in full. For the purposes of this Section C5, (i) a Sale Transaction consolidation or merger of the 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 dissolution, or winding up, voluntary or involuntary, of the PartnershipPartnership 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. (iib) Subject to the rights of the holders of Parity Partnership Securities of any series or class ranking on a parity with or senior to the Series A-1 Preferred Units, Units upon any liquidation, dissolution dissolution, or winding up of the Partnership, after payment shall have been made in full to the holders of the Series A Preferred Units, A-1 Holders as provided in this Section C5, any series or class or classes series of Junior Limited Partnership Interest ranking junior to the Series A-1 Preferred 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 A-1 Holders shall not be entitled to share therein.

Liquidation Preference. (ia) In the event of any liquidation, dissolution or winding up of the Partnership, whether voluntary or involuntary, subject to the preferential rights of the holders of shares of any class or series of Senior Units, but before any payment or distribution of the assets of the Partnership (whether capital, surplus or otherwise) shall be made to or set apart for the holders holder of Junior Partnership Units, the holders of the Series A C Partnership Preferred Units shall be entitled to receive $100,000.00 the greater of: (x) Twenty-Five Dollars($25.00) per Series A Preferred Unit (the “Liquidation Preference”) C Partnership Unit, plus an amount per Series A C Partnership Preferred Unit equal to all distributions dividends (whether or not earned or declared) accumulated accumulated, accrued and unpaid thereon to, but not including, on one share of Series C Preferred Stock to the date of final distribution to such holders; or (y) the amount 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 “Liquidation Preference”); but such holders of the Series A Preferred Units 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 liquidation, dissolution or winding up of the Partnership, the assets of the Partnership, or proceeds thereof, distributable among the holders of the Series A C Partnership Preferred Units shall be insufficient to pay in full the preferential amount aforesaid and liquidating payments on any other Parity Preferred Partnership Units, then such assets, or the proceeds thereof, shall be distributed among the holders of such Series A C Partnership Preferred Units and any such other Parity Preferred Partnership Units ratably in accordance with the same proportion as the respective amounts that would be payable on such Series A C Partnership Preferred Units and any such other Parity Preferred Partnership Units if all amounts payable thereon were paid in full. For the purposes of this Section C4, a Sale Transaction the occurrence of an event described in paragraph (ii) of the definition of Change of Control shall not be deemed to be a liquidation, dissolution or winding up, voluntary or involuntary, of the Partnership. (ii) Subject to the rights , unless waived in writing by a majority in interest of the holders of Parity the Series C Partnership Preferred Units, upon . (b) 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 Partnership Preferred Units and any Parity Partnership Units, as provided in this Section C4, any other series or class or classes of Junior Partnership Units shall, subject to any the respective terms and provisions applying theretothereof, be entitled to receive any and all assets remaining to be paid or distributed, and the holders of the Series A C Partnership Preferred Units and any Parity Partnership Units shall not be entitled to share therein.

Liquidation Preference. (i) In the event of Upon any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Partnership, whether voluntary or involuntary, subject to the preferential rights of the holders of shares of any class or series of Senior Units, but before any payment or distribution Series B Preferred Units are entitled to be paid out of the assets of the Partnership shall be legally available for distribution to its Partners, after payment of or provision for the Partnership’s Debts and other liabilities, a liquidation preference of $25.00 per unit (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) thereon to and including the date of payment, but without interest, before any distribution of assets is made to or set apart for the holders of Junior Units. If the 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 A B Preferred Units and any Parity Preferred Units shall be entitled to receive $100,000.00 distributed pro rata so that the amount of assets distributed per Series A B Preferred Unit (the “Liquidation Preference”) plus an amount per Series A Preferred Unit equal to all distributions (whether or not earned or declared) accumulated Units and unpaid thereon to, but not including, the date of final distribution to such holders; but such holders of the Series A Parity Preferred Units shall not be entitled in all cases bear to each other the same ratio that the liquidation preference per Series B Preferred Unit and such Parity Preferred Units bear to each other. Written notice of any further payment. If, upon distribution in connection with any such liquidation, dissolution or winding up of the affairs 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 Units at the respective addresses of such holders as the same shall appear on the records of the Partnership. After payment of the full amount of the liquidating distributions to which they are entitled, the holders of Series B Preferred Units will have no right or claim to any of the remaining assets of the Partnership, . The consolidation or proceeds thereof, distributable among the holders merger of the Series A Preferred Units shall be insufficient to pay in full the preferential amount aforesaid and liquidating payments on any other Parity Preferred Units, then such assets, Partnership with or the proceeds thereof, shall be distributed among the holders of such Series A Preferred Units and any such other Parity Preferred Units ratably in accordance with the respective amounts that would be payable on such Series A Preferred Units and any such other Parity Preferred Units if all amounts payable thereon were paid in full. For the purposes of this Section Cinto another entity, a Sale Transaction merger of another entity with or into the Partnership, a statutory exchange by the Partnership or a sale, lease, transfer or conveyance of all or substantially all of the Partnership’s Properties or business shall not be deemed to be constitute a liquidation, dissolution or winding up, voluntary or involuntary, of the Partnership. (ii) Subject to the rights of the holders of Parity Preferred Units, upon any liquidation, dissolution or winding up of the Partnership, after payment shall have been made in full to the holders affairs 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 thereinPartnership.

Liquidation Preference. (ia) In the event of Upon any voluntary or involuntary liquidation, dissolution or winding up of the Partnershipaffairs of the Partnership (each a “Liquidation Event”), whether voluntary or involuntary, subject to the preferential rights of the holders of shares of any class Series A Preferred Units then outstanding are entitled to be paid, or series of Senior Unitshave the Partnership declare and set aside for payment, but before any payment or distribution out of the assets of the Partnership legally available for distribution to its unitholders, a liquidation preference equal to 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 (iii) if the Liquidation Event occurs before the Redemption Premium (as defined below) right expires, the per unit Redemption Premium in effect on the date of payment 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 or 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 Liquidation Preference was set apart for payment, the holders Partnership may make a corresponding reduction to the funds set apart for payment of Junior the Liquidation Preference. (b) If, upon any such Liquidation Event, the available assets of the Partnership are insufficient to pay the full amount of the Liquidation Preference on all outstanding Series A Preferred Units, then the holders of the Series A Preferred Units shall share ratably in any such distribution of assets in proportion to the full Liquidation Preference to which they would otherwise be entitled respectively entitled. (c) After payment of the full amount of the Liquidation Preference to receive $100,000.00 per which they are entitled, the holders of Series A Preferred Unit Units will have no right or claim to any of the remaining assets of the Partnership. (d) Upon the “Liquidation Preference”) plus an amount per Series A Preferred Unit equal Partnership’s provision of written notice as to all distributions (whether or not earned or declared) accumulated and unpaid thereon to, but not including, the effective date of final distribution any such Liquidation Event, accompanied by a check or electronic payment in the amount of the full Liquidation Preference to such holders; but such holders which each record holder of the Series A Preferred Units shall not be entitled to any further payment. Ifis entitled, upon any such liquidation, dissolution or winding up of the Partnership, the assets of the Partnership, or proceeds thereof, distributable among the holders of the Series A Preferred Units shall no longer be insufficient to pay in full deemed outstanding units of the preferential amount aforesaid Partnership and liquidating payments on any other Parity Preferred Units, then such assets, or the proceeds thereof, shall be distributed among all rights of the holders of such Series A Preferred Units and any such other Parity Preferred Units ratably in accordance with will terminate. Such notice shall be given by first class mail, postage pre-paid, or via electronic mail to each record holder of the respective amounts that would be payable on such Series A Preferred Units and 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 of the Partnership with or into any such other Parity Preferred Units if business enterprise or of any other business enterprise with or into the Partnership, or the sale, lease or conveyance of all amounts payable thereon were paid in full. For or substantially all of the purposes assets or business of this Section Cthe Partnership, a Sale Transaction shall not be deemed to be constitute a liquidationLiquidation Event; provided, dissolution however that any such transaction which results in an amendment, restatement or winding up, voluntary or involuntary, replacement of the Partnership. (ii) Subject to this Agreement that has a material adverse effect on the rights of the holders of Parity Preferred Units, upon any liquidation, dissolution or winding up of the Partnership, after payment shall have been made in full to the holders and preferences of the Series A Preferred Units, as provided in this Section Cor that increases the number of authorized or issued Series A Preferred Units, any series or class or classes shall be deemed a Liquidation Event for purposes of Junior Units shall, subject to any respective terms and provisions applying thereto, be entitled 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 and all assets remaining to be paid or distributed, and the holders Series A Preferred Units that were not issued in a private placement of the Series A Preferred Units shall not be entitled to share therein.conducted by H&L Equities, LLC)

Liquidation Preference. (ia) In the event of Upon any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Partnership, whether voluntary or involuntary, subject to the preferential rights of the holders of shares of any class or series of Senior Units, but before any payment or distribution the Series C Preferred Units are entitled to be paid out of the assets of the Partnership shall be made legally available for distribution to or set apart for the holders its Partners a liquidation preference of Junior Units, the holders of the Series A Preferred Units shall be entitled to receive (x) $100,000.00 1,000 per Series A C Preferred Unit (the “Base Liquidation Preference”) ), plus an amount per Series A Preferred Unit equal to all distributions (whether or not earned or declared) accumulated and unpaid thereon distributions to, but not including, the date of final payment, in cash or property at its fair market value as determined by the General Partner before any distribution of assets is made to such holders; but such holders of the Series A Preferred Partnership Common Units shall not be entitled to any further payment. If, or other Junior Units. (b) If upon any such liquidation, dissolution or winding up of the Partnership, the assets of the Partnership, or proceeds thereof, distributable among the holders of the Series A C Preferred Units shall be insufficient to pay in full the above described preferential amount aforesaid and liquidating payments on any other class or series of Parity Preferred Units, then such assets, or the proceeds thereof, shall be distributed among the holders of such Series A C Preferred Units and any such other Parity Preferred Units ratably in accordance with the same proportion as the respective amounts that would be payable on such Series A C Preferred Units and any such other Parity Preferred Units if all amounts payable thereon were paid in full. For the purposes of this Section C, a Sale Transaction shall not be deemed to be a liquidation, dissolution or winding up, voluntary or involuntary, of the Partnership. (iic) Subject to the rights of the holders of Parity Preferred Units, upon 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, as provided in this Section C, any other series or class or classes of Junior Units shall, subject to any respective terms and provisions applying thereto, shall be entitled to receive any and all assets remaining to be paid or distributed, and the holders of the Series A C Preferred Units and any Parity Units shall not be entitled to share therein. (d) None of a consolidation or merger of the Partnership with or into another entity, a merger of another entity with or into the Partnership, or a sale, lease or conveyance of all or substantially all of the Partnership’s property or business shall be considered a liquidation, dissolution or winding up of the affairs of the Partnership.

Liquidation Preference. (ia) In the event of any liquidation, dissolution or winding up of the Partnership, whether voluntary or involuntary, subject to the preferential rights of the holders of shares of any class or series of Senior Units, but before any payment or distribution of the assets of the Partnership (whether capital or surplus) shall be made to or set apart for the holders of Junior Units, the holders of the Series A 1 Preferred Units shall be entitled to receive $100,000.00 the Liquidation Price per unit of Series A 1 Preferred Unit (the “Liquidation Preference”) plus an amount per Series A Preferred Unit equal to all distributions (whether or not earned or declared) accumulated accrued and unpaid thereon to, but not including, to the date of final distribution to such holders; but such holders of the Series A Preferred Units shall not be entitled to any further payment. If, upon any such liquidation, dissolution or winding up of the Partnership, the assets of the Partnership, or proceeds thereof, distributable among the holders of the Series A 1 Preferred Units 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 Preferred Units, then such assets, or the proceeds thereof, shall be distributed among the holders of such the Series A 1 Preferred Units and any such other Parity Preferred Units ratably in accordance with the respective amounts that would be payable on such Series A 1 Preferred Units and any such other Parity Preferred Units if all amounts payable thereon were paid in full. For the purposes of this Section C5: (i) a consolidation or merger of the Partnership with one or more corporations, real estate investment trusts or other entities; (ii) a Sale Transaction sale, lease or transfer of all or substantially all of the Partnership’s assets; or (iii) a statutory unit exchange shall not be deemed to be a liquidation, dissolution or winding up, voluntary or involuntary, of the Partnership. (iib) Subject to the rights of the holders of Parity Units of any series or class ranking on a parity with or prior to the Series 1 Preferred UnitsUnits 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 A 1 Preferred Units, as provided in this Section C5, any other series or class or classes of Junior Units shall, subject to any 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 1 Preferred Units shall not be entitled to share therein.

Liquidation Preference. (ia) 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, whether voluntary or involuntarythe 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 preferential rights payment in full of all amounts required to be distributed to the holders of shares of any class or series of Senior Units, but before any payment or distribution of the assets of the Partnership shall be made to or set apart for the holders of Junior Units, an amount equal to the holders aggregate Liquidation Preference of the Series A 7.50% Cumulative Redeemable Preferred Units shall be entitled to receive $100,000.00 per Series A Preferred Unit (the “Liquidation Preference”) held by such holder, plus an amount per Series A Preferred Unit equal to all distributions (whether or not earned or declared) accumulated accrued and unpaid thereon todistributions thereon, but not including, the date of final distribution to such holders; but such holders of the Series A Preferred Units shall not be entitled to any further paymentif any. If, If upon any such liquidation, dissolution or winding up of the Partnership, Operating Partnership the remaining assets of the Partnership, Operating Partnership available for the distribution after payment in full of amounts required to be paid or proceeds thereof, distributable among the distributed to holders of the Series A Preferred Senior Units shall be insufficient to pay in the holders of the 7.50% Cumulative Redeemable Preferred Units the full amount to which they shall be entitled, the preferential amount aforesaid and liquidating payments on any other Parity holders of the 7.50% Cumulative Redeemable Preferred Units, then such assets, or the proceeds thereof, shall be distributed among and the holders of such Series A Preferred any series of Parity Units, shall share ratably with other holders of Parity Units in any distribution of the remaining assets and any such other Parity Preferred Units ratably funds of the Operating Partnership in accordance with proportion to the respective amounts that which would otherwise be payable on in respect to the Parity Units held by each of the said holders upon such Series A Preferred Units and any such other Parity Preferred Units distribution if all amounts payable thereon on or with respect to said Parity Units were paid in full. For the purposes of this Section C, a Sale Transaction shall not be deemed to be a liquidation, dissolution or winding up, voluntary or involuntary, After payment in full of the Partnership. (ii) Subject Liquidation Preference and accumulated and unpaid distributions to the rights of which they are entitled, the holders of Parity Preferred 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 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 7.50% Cumulative Redeemable Preferred Units shall not be entitled to share thereinany further participation in any distribution of the assets of the Operating Partnership.

Liquidation Preference. (i) In the event of any liquidation, dissolution or winding up of the PartnershipCompany, whether voluntary or involuntary, subject to the preferential rights of the holders of shares of any class or series of Senior Units, but before any payment or distribution of the assets of the Partnership Company shall be made to or set apart for the holders of Junior Units, the holders of the Series A I Company Preferred Units shall be entitled to receive $100,000.00 25.00 per Series A I Company Preferred Unit (the “Liquidation Preference”) plus an amount per Series A I Company Preferred Unit equal to all accrued and unpaid distributions (whether or not earned or declared) accumulated and unpaid thereon to, but not including, the date of final distribution to such holders; but such holders of the Series A I Company Preferred Units shall not be entitled to any further payment. If, upon any such liquidation, dissolution or winding up of the PartnershipCompany, the assets of the PartnershipCompany, or proceeds thereof, distributable among the holders of the Series A I Company Preferred Units shall be insufficient to pay in full the 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 such Series A I Company Preferred Units and any such other Parity Preferred Units ratably in accordance with the respective amounts that would be payable on such Series A I Company Preferred Units and any such other Parity Preferred Units if all amounts payable thereon were paid in full. For the purposes of this Section CD, none of (i) a Sale Transaction consolidation or merger of the Company with one or more entities, (ii) a statutory unit exchange by the Company, or (iii) a sale or transfer of all or substantially all of the Company’s assets shall not be deemed to be a liquidation, dissolution or winding up, voluntary or involuntary, of the PartnershipCompany. (ii) Until payment shall have been made in full to the holders of the Series I 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 made to any holder of Junior Units upon the liquidation, dissolution or winding up of the Company. Subject to the rights of the holders of Parity Preferred Units, upon any liquidation, dissolution or winding up of the PartnershipCompany, after payment shall have been made in full to the holders of the Series A I Company Preferred Units, as provided in this Section CD, 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 I Company Preferred Units shall not be entitled to share therein.

Liquidation Preference. (i) In the event of any liquidation, dissolution or winding up of the PartnershipCompany, whether voluntary or involuntary, subject to the preferential rights of the holders of shares of any class or series of Senior Units, but before any payment or distribution of the assets of the Partnership Company shall be made to or set apart for the holders of Junior Units, the holders of the Series A H Company Preferred Units shall be entitled to receive $100,000.00 25.00 per Series A H Company Preferred Unit (the “Liquidation Preference”) plus an amount per Series A H Company Preferred Unit equal to all accrued and unpaid distributions (whether or not earned or declared) accumulated and unpaid thereon to, but not including, the date of final distribution to such holders; but such holders of the Series A H Company Preferred Units shall not be entitled to any further payment. If, upon any such liquidation, dissolution or winding up of the PartnershipCompany, the assets of the PartnershipCompany, or proceeds thereof, distributable among the holders of the Series A H Company Preferred Units shall be insufficient to pay in full the 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 such Series A H Company Preferred Units and any such other Parity Preferred Units ratably in accordance with the respective amounts that would be payable on such Series A H Company Preferred Units and any such other Parity Preferred Units if all amounts payable thereon were paid in full. For the purposes of this Section CD, none of (i) a Sale Transaction consolidation or merger of the Company with one or more entities, (ii) a statutory unit exchange by the Company, or (iii) a sale or transfer of all or substantially all of the Company’s assets shall not be deemed to be a liquidation, dissolution or winding up, voluntary or involuntary, of the PartnershipCompany. (ii) Until payment shall have been made in full to the holders of the Series H 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 made to any holder of Junior Units upon the liquidation, dissolution or winding up of the Company. Subject to the rights of the holders of Parity Preferred Units, upon any liquidation, dissolution or winding up of the PartnershipCompany, after payment shall have been made in full to the holders of the Series A H Company Preferred Units, as provided in this Section CD, 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 H Company Preferred Units shall not be entitled to share therein.

Liquidation Preference. (i) In the event of any liquidation, dissolution or winding up of the Partnership, whether voluntary or involuntary, subject to the preferential rights of the holders of shares of any class or series of Senior Units, but before any payment or distribution of the assets of the Partnership (whether capital, surplus or otherwise) shall be made to or set apart for the holders of Junior Partnership Units, the holders of the Series A CRA Partnership Preferred Units shall be entitled to receive Five Hundred Thousand Dollars ($100,000.00 500,000.00) per Series A CRA Partnership Preferred Unit (the “Liquidation Preference”) ), plus an amount per Series A CRA Partnership Preferred Unit equal to all distributions dividends (whether or not earned declared or declaredearned) accumulated accumulated, accrued and unpaid thereon to, but not including, on one share of Series A CRA Preferred Stock to the date of final distribution to such holders; but such holders of the Series A Preferred Units shall not be entitled to any further payment. Until the holders of the Series A CRA Partnership Preferred Units have been paid the Liquidation Preference in full, plus an amount equal to all dividends (whether or not declared or earned) accumulated, accrued and unpaid on the Series A CRA 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 Partnership. If, upon any such liquidation, dissolution or winding up of the Partnership, the assets of the Partnership, or proceeds thereof, distributable among the holders of the Series A CRA Partnership Preferred Units shall be insufficient to pay in full the preferential amount aforesaid and liquidating payments on any other Parity Preferred Partnership Units, then such assets, or the proceeds thereof, shall be distributed among the holders of such Series A CRA Partnership Preferred Units and any such other Parity Preferred Partnership Units ratably in accordance with the same proportion as the respective amounts that would be payable on such Series A CRA Partnership Preferred Units and any such other Parity Preferred Partnership Units if all amounts payable thereon were paid in full. For the purposes of this Section C4, (i) a Sale Transaction consolidation or merger of the Partnership with one or more partnerships, or (ii) a sale or transfer of all or substantially all of the Partnership’s assets shall not be deemed to be a liquidation, dissolution or winding up, voluntary or involuntary, of the Partnership. (ii) Subject to the rights of the holders of Parity Preferred 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 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. (ia) 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, whether voluntary or involuntarythe 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 preferential rights payment in full of all amounts required to be distributed to the holders of shares of any class or series of Senior Units▇▇▇▇▇, but before any payment or distribution of the assets of the Partnership shall be made to or set apart for the holders of Junior Units, an amount equal to the holders aggregate Liquidation Preference of the Series A 7.50% Cumulative Redeemable Preferred Units shall be entitled to receive $100,000.00 per Series A Preferred Unit (the “Liquidation Preference”) held by such holder, plus an amount per Series A Preferred Unit equal to all distributions (whether or not earned or declared) accumulated accrued and unpaid thereon todistributions thereon, but not including, the date of final distribution to such holders; but such holders of the Series A Preferred Units shall not be entitled to any further paymentif any. If, If upon any such liquidation, dissolution or winding up of the Partnership, Operating Partnership the remaining assets of the Partnership, Operating Partnership available for the distribution after payment in full of amounts required to be paid or proceeds thereof, distributable among the distributed to holders of the Series A Preferred Senior Units shall be insufficient to pay in the holders of the 7.50% Cumulative Redeemable Preferred Units the full amount to which they shall be entitled, the preferential amount aforesaid and liquidating payments on any other Parity holders of the 7.50% Cumulative Redeemable Preferred Units, then such assets, or the proceeds thereof, shall be distributed among and the holders of such Series A Preferred any series of Parity Units, shall share ratably with other holders of Parity Units in any distribution of the remaining assets and any such other Parity Preferred Units ratably funds of the Operating Partnership in accordance with proportion to the respective amounts that which would otherwise be payable on in respect to the Parity Units held by each of the said holders upon such Series A Preferred Units and any such other Parity Preferred Units distribution if all amounts payable thereon on or with respect to said Parity Units were paid in full. For the purposes of this Section C, a Sale Transaction shall not be deemed to be a liquidation, dissolution or winding up, voluntary or involuntary, After payment in full of the Partnership. (ii) Subject Liquidation Preference and accumulated and unpaid distributions to the rights of which they are entitled, the holders of Parity Preferred 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 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 7.50% Cumulative Redeemable Preferred Units shall not be entitled to share thereinany further participation in any distribution of the assets of the Operating Partnership.

Liquidation Preference. (i) In the event of any liquidation, dissolution or winding up of the PartnershipPartnership or the General Partner, whether voluntary or involuntary, subject to the preferential rights of the holders of shares of any class or series of Senior Units, but before any payment or distribution of the assets of the Partnership shall be made to or set apart for the holders of Junior Units, the holders of the Series A G-1 Preferred Units shall be entitled to receive $100,000.00 per Series A Preferred Unit (the “Liquidation Preference”) Redemption Price plus an amount per Series A Preferred Unit equal to all distributions (whether or not earned or declared) accumulated accrued and unpaid thereon to, but not including, to the date of final distribution to such holders; , but such the holders of the Series A G-1 Preferred Units shall not be entitled to any further payment. If, upon any such liquidation, dissolution or winding up of the PartnershipPartnership or the General Partner, the assets of the Partnership, or proceeds thereof, distributable among to the holders of the Series A G-1 Preferred Units shall be insufficient to pay in full the 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 such the Series A G-1 Preferred Units and the holders of any such other Parity Preferred Units ratably in accordance with the respective amounts that would be payable on such Series A G-1 Preferred Units and any such other Parity Preferred Units if all amounts payable thereon were paid in full. For the purposes of this Section C2.C and 2.G, (i) a Sale Transaction consolidation or merger of the 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 PartnershipPartnership or General Partner. (ii) Subject to the rights of the holders of Parity Partnership Units of any series or class or classes of shares ranking on a parity with or prior to the Series G-1 Preferred Units, 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 G-1 Preferred Units, as provided in this Section CSection, 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 holder of the Series A G-1 Preferred Units shall not be entitled to share therein.

Liquidation Preference. (i) In the event of any liquidation, dissolution or winding up of the PartnershipPartnership or the General Partner, whether voluntary or involuntary, subject to the preferential rights of the holders of shares of any class or series of Senior Units, but before any payment or distribution of the assets of the Partnership shall be made to or set apart for the holders of Junior Units, the holders General Partner, in its capacity as the holder of the Series A B Preferred Units Units, shall be entitled to receive Twenty-Five Dollars ($100,000.00 25.00) per Series A B Preferred Unit (the “Liquidation Preference”) plus an amount per Series A Preferred Unit equal to all distributions (whether or not earned or declared) accumulated accrued and unpaid thereon to, but not including, to the date of final distribution to the General Partner, in its capacity as such holdersholder; but such holders the General Partner, in its capacity as the holder of the Series A B Preferred Units Units, shall not be entitled to any further payment. If, upon any such liquidation, dissolution or winding up of the PartnershipPartnership or the General Partner, the assets of the Partnership, or proceeds thereof, distributable among to the holders General Partner, in its capacity as the holder of the Series A B Preferred Units Units, shall be insufficient to pay in full the 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 General Partner, in its capacity as the holder of such Series A B Preferred Units Units, and the holders of any such other Parity Preferred Units ratably in accordance with the respective amounts that would be payable on such Series A B Preferred Units and any such other Parity Preferred Units if all amounts payable thereon were paid in full. For the purposes of this Section C, (i) a Sale Transaction consolidation or merger of the 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 PartnershipPartnership or General Partner. (ii) Subject to the rights of the holders of Parity Partnership Units of any series or class or classes of shares ranking on a parity with or prior to the Series B Preferred Units, 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 General Partner, in its capacity as the holder of the Series A B Preferred Units, as provided in this Section CSection, 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 General Partner, in its capacity as the holder of the Series A B Preferred Units Units, shall not be entitled to share therein.

Liquidation Preference. (i) In the event of any voluntary or involuntary liquidation, dissolution or winding up of the PartnershipCompany, whether voluntary or involuntarythe holders of Preferred Units will be entitled to be paid out of the assets the Company has legally available for distribution to its Members, subject to the preferential rights of the holders of shares of any class or series of Senior Units, a liquidation preference of $25.00 per unit (the “Base Liquidation Preference”), plus an amount equal to any accumulated and unpaid distributions thereon (whether or not authorized or declared) to, but excluding, the date of payment, before any payment or distribution of the assets of the Partnership shall be is made to or set apart for the holders of Junior Units, the holders of the Series A Preferred Units shall be entitled to receive $100,000.00 per Series A Preferred Unit (the “Liquidation Preference”) plus an amount per Series A Preferred Unit equal to all distributions (whether or not earned or declared) accumulated ; and unpaid thereon to, but not including, the date of final distribution to such holders; but such holders of the Series A Preferred Units shall not be entitled to any further payment. IfIn the event that, upon any such voluntary or involuntary liquidation, dissolution or winding up, the available assets of the Company are insufficient to pay the amount of the liquidating distributions on all outstanding Preferred Units and the corresponding amounts payable on all Parity Units, the holders of the Preferred Units and all 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. Holders of Preferred Units will be entitled to written notice of any such liquidation no fewer than 30 days and no more than 60 days prior to the payment date stating the payment date or dates when, and the place or places where, the amounts distributable in each circumstance shall be payable. After payment of the full amount of the liquidating distributions to which they are entitled, the holders of Preferred Units will have no right or claim to any of the remaining assets of the Company. The consolidation, conversion or merger of the Company with or into any corporation, trust or entity or of any other entity with or into the Company, or the sale, lease, transfer or conveyance of all or substantially all of the property or business, individually or in a series of related transactions, of the Company, shall not be deemed to constitute a liquidation, dissolution or winding up of the Partnership, the assets of the Partnership, 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 other Parity Preferred Units, then such assets, or the proceeds thereof, shall be distributed among the holders of such Series A Preferred Units and any such other Parity Preferred Units ratably in accordance with the respective amounts that would be payable on such Series A Preferred Units and any such other Parity Preferred Units if all amounts payable thereon were paid in full. For the purposes of this Section C, a Sale Transaction shall not be deemed to be a liquidation, dissolution or winding up, voluntary or involuntary, of the PartnershipCompany. (ii) Subject to the rights of the holders of Parity Preferred 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 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. (i) In the event of any liquidation, dissolution or winding up of the Partnership, whether voluntary or involuntary, subject to the preferential rights of the holders of shares of any class or series of Senior Units, but before any payment or distribution of the assets of the Partnership shall be made to or set apart for the holders of Junior Units, the holders of the Series A Preferred Units shall be entitled to receive $100,000.00 per Series A Preferred Unit (the “Liquidation Preference”) plus an amount per Series A Preferred Unit equal to all distributions (whether or not earned or declared) accumulated and unpaid thereon to, but not including, the date of final distribution to such holders; but such holders of the Series A Preferred Units shall not be entitled to any further payment. If, upon any such involuntary liquidation, dissolution or winding up of the Partnership, the assets of the Partnership, or proceeds thereof, distributable among the holders of the Series A C Preferred Units shall will be insufficient entitled to pay in full be paid out of the assets the Partnership has legally available for distribution to the Partners pursuant to Section 13.2.A of the Partnership Agreement, subject to the preferential amount aforesaid and liquidating payments on any other Parity Preferred Units, then such assets, or the proceeds thereof, shall be distributed among rights of the holders of such Partnership Interests of any class or series ranking senior to the Series A C Preferred Units and any such other Parity Preferred Units ratably in accordance with respect to the respective amounts that would be payable on such Series A Preferred Units and any such other Parity Preferred Units if all amounts payable thereon were paid in full. For the purposes distribution of this Section C, a Sale Transaction shall not be deemed to be a assets upon liquidation, dissolution or winding up, a liquidation preference of Twenty-Five Dollars ($25.00) per Series C Preferred Unit, plus an amount equal to any accumulated and unpaid distributions (whether or not earned or authorized) to, but not including, the date of payment, before any distribution of assets upon liquidation, dissolution or winding up is made to holders of Common Units or any other class or series of Partnership Interests ranking junior to the Series C Preferred Units as to liquidation rights. (ii) In the event that, upon any such voluntary or involuntaryinvoluntary 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 C Preferred Units and the corresponding amounts payable on Partnership Interests of all other classes or series ranking on a parity with the Series C Preferred Units in the distribution of assets, including the Series A Preferred Units and the Series B Preferred Units, then the holders of the Series C Preferred Units, the Series A Preferred Units and the Series B Preferred Units and all other such classes or series of Partnership Interests shall share ratably in any such distribution of assets in proportion to the full liquidating distributions to which they would otherwise be respectively entitled. (iii) Holders of Series C Preferred Units shall be entitled to written notice of any such payment upon the voluntary or involuntary liquidation, dissolution or winding up of the Partnership no fewer than 30 days and no more than 60 days prior to the payment date. After payment of the full amount of the liquidating distributions to which they are entitled, the holders of Series C Preferred Units shall have no right or claim to any of the remaining assets of the Partnership. (iiiv) Subject to the rights The consolidation or merger of the holders Partnership with or into any other limited partnership, corporation or entity or of Parity Preferred Unitsany other entity with or into the Partnership, upon any or the sale, lease, transfer or conveyance of all or substantially all of the property or business of the Partnership, shall not be deemed to constitute a 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. (ia) In the event of Upon any voluntary or involuntary liquidation, dissolution or winding up of the Partnership, whether voluntary before any distribution or involuntary, subject payment shall be made to the preferential rights of the holders of shares of Common Units or any other class or series of Senior UnitsPartnership Units ranking, but before any payment or distribution of the assets of the Partnership shall be made as to or set apart for the holders of Junior Units, the holders of the Series A Preferred Units shall be entitled to receive $100,000.00 per Series A Preferred Unit (the “Liquidation Preference”) plus an amount per Series A Preferred Unit equal to all distributions (whether or not earned or declared) accumulated and unpaid thereon to, but not including, the date of final distribution to such holders; but such holders of the Series A Preferred Units shall not be entitled to any further payment. If, rights upon any such voluntary or involuntary liquidation, dissolution or winding up of the Partnership, junior to the Series B Preferred Units, the holders of Series B Preferred Units shall be entitled to be paid out of the assets of the Partnership legally available for distribution to its unitholders, after payment of or provision for the debts and other liabilities of the Partnership, a liquidation preference of $2,500 per unit, plus an amount equal to any accrued and unpaid distributions (whether or proceeds thereofnot declared) up to, distributable among but excluding the holders date of payment. In the Series A Preferred Units shall be insufficient to pay in full the preferential amount aforesaid and liquidating payments on any other Parity Preferred Unitsevent that, then upon such assets, voluntary or the proceeds thereof, shall be distributed among the holders of such Series A Preferred Units and any such other Parity Preferred Units ratably in accordance with the respective amounts that would be payable on such Series A Preferred Units and any such other Parity Preferred Units if all amounts payable thereon were paid in full. For the purposes of this Section C, a Sale Transaction shall not be deemed to be a involuntary liquidation, dissolution or winding up, the available assets of the Partnership are insufficient to pay the full amount of the liquidating distributions on all outstanding Series B Preferred Units and the corresponding amounts payable on all other classes or series of Partnership Units ranking, as to liquidation rights, on parity with the Series B Preferred Units in the distribution of assets, then the holders of the Series B Preferred Units and the holders of each such other class or series of Partnership Units ranking, as to rights upon any voluntary or involuntaryinvoluntary liquidation, dissolution or winding up, on parity with the Series B 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. After payment of the full amount of the liquidating distributions to which the holders of the Series B Preferred Units are entitled pursuant to the above, the holders of the Series B Preferred Units will have no right or claim to any of the remaining assets of the Partnership. (ii) Subject to the rights . The consolidation or merger of the holders Partnership with or into any other corporation, trust or entity, or the voluntary sale, lease, transfer or conveyance of Parity Preferred Unitsall or substantially all of the property or business of the Partnership, upon any shall not be deemed to constitute a liquidation, dissolution or winding up of the Partnership, after payment shall have been made in full to Partnership within the holders meaning 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 therein4.

Liquidation Preference. (i) In the event of Upon any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Partnership, whether voluntary before any distribution or involuntary, subject payment shall be made to the preferential rights of the holders of shares of Common Units or any other class or series of Senior Units, but before any payment or distribution of the assets Partnership Interest of the Partnership shall be made ranking, as to or set apart for the holders of Junior Units, the holders of the Series A Preferred Units shall be entitled to receive $100,000.00 per Series A Preferred Unit (the “Liquidation Preference”) plus an amount per Series A Preferred Unit equal to all distributions (whether or not earned or declared) accumulated and unpaid thereon to, but not including, the date of final distribution to such holders; but such holders of the Series A Preferred Units shall not be entitled to any further payment. If, rights upon any such liquidation, dissolution or winding up of the Partnership, the assets affairs of the Partnership, or proceeds thereofjunior to the Series G Preferred Units, distributable among the holders of the Series A G Preferred Units shall be insufficient entitled to pay in full be paid out of the preferential assets of the Partnership legally available for distribution to its partners a liquidation preference of $25.00 per unit, plus an amount aforesaid equal to any accrued and liquidating payments on any other Parity Preferred Unitsunpaid dividends (whether or not authorized or declared) to and including the date of payment, then such assetsbut without interest. If, or the proceeds thereof, shall be distributed among the holders of such Series A Preferred Units and upon any such other Parity Preferred Units ratably in accordance with the respective amounts that would be payable on such Series A Preferred Units and any such other Parity Preferred Units if all amounts payable thereon were paid in full. For the purposes of this Section C, a Sale Transaction shall not be deemed to be a voluntary or involuntary liquidation, dissolution or winding up, voluntary or involuntary, the available assets of the Partnership. (ii) Subject Partnership are insufficient to pay the rights full amount of the holders of liquidating distributions on all outstanding Series G Preferred Units and the corresponding amounts payable on all Parity Preferred Units, upon the holders of the Series G Preferred Units and each such holder of any 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. Written notice of any such voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Partnership, after stating the payment date or dates when, and the place or places where, the amounts distributable in such circumstances shall have been made in 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 Series G Preferred Units at the respective addresses of such holders as the same shall appear on the ownership records of the Partnership. After payment of the full amount of the liquidating distributions to which they are entitled, 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 G Preferred Units shall have no right or claim to any of the remaining assets of the Partnership. The consolidation or merger of the Partnership with or into any other corporation, trust or other entity, or the voluntary sale, lease, transfer or conveyance of all or substantially all of the property or business of the Partnership, shall not be entitled deemed to share thereinconstitute a liquidation, dissolution or winding up of the affairs of the Partnership.

Liquidation Preference. (i) In the event of Upon any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Partnership, whether voluntary before any distribution or involuntary, subject payment shall be made to the preferential rights of the holders of shares of Common Units or any other class or series of Senior Units, but before any payment or distribution of the assets Partnership Interest of the Partnership shall be made ranking, as to or set apart for the holders of Junior Units, the holders of the Series A Preferred Units shall be entitled to receive $100,000.00 per Series A Preferred Unit (the “Liquidation Preference”) plus an amount per Series A Preferred Unit equal to all distributions (whether or not earned or declared) accumulated and unpaid thereon to, but not including, the date of final distribution to such holders; but such holders of the Series A Preferred Units shall not be entitled to any further payment. If, rights upon any such liquidation, dissolution or winding up of the Partnership, the assets affairs of the Partnership, or proceeds thereofjunior to the Series E Preferred Units, distributable among the holders of the Series A E Preferred Units shall be insufficient entitled to pay in full be paid out of the preferential assets of the Partnership legally available for distribution to its partners a liquidation preference of $25.00 per unit, plus an amount aforesaid equal to any accrued and liquidating payments on any other Parity Preferred Unitsunpaid dividends (whether or not authorized or declared) to and including the date of payment, then such assetsbut without interest. If, or the proceeds thereof, shall be distributed among the holders of such Series A Preferred Units and upon any such other Parity Preferred Units ratably in accordance with the respective amounts that would be payable on such Series A Preferred Units and any such other Parity Preferred Units if all amounts payable thereon were paid in full. For the purposes of this Section C, a Sale Transaction shall not be deemed to be a voluntary or involuntary liquidation, dissolution or winding up, voluntary or involuntary, the available assets of the Partnership. (ii) Subject Partnership are insufficient to pay the rights full amount of the holders of liquidating distributions on all outstanding Series E Preferred Units and the corresponding amounts payable on all Parity Preferred Units, upon the holders of the Series E Preferred Units and each such holder of any 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. Written notice of any such voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Partnership, after stating the payment date or dates when, and the place or places where, the amounts distributable in such circumstances shall have been made in 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 Series E Preferred Units at the respective addresses of such holders as the same shall appear on the ownership records of the Partnership. After payment of the full amount of the liquidating distributions to which they are entitled, 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 E Preferred Units shall have no right or claim to any of the remaining assets of the Partnership. The consolidation or merger of the Partnership with or into any other corporation, trust or other entity, or the voluntary sale, lease, transfer or conveyance of all or substantially all of the property or business of the Partnership, shall not be entitled deemed to share thereinconstitute a liquidation, dissolution or winding up of the affairs of the Partnership.

Liquidation Preference. (ia) In the event of any liquidation, dissolution or winding up of the PartnershipPartnership or the Company, whether voluntary or involuntary, subject to the preferential rights of the holders of shares of any class or series of Senior Units, but before any payment or distribution of the assets of the Partnership shall be made to or set apart for the holders of Junior Units, the holders Company, in its capacity as the holder of the Series A D Preferred Units Units, shall be entitled to receive Twenty-Five Dollars ($100,000.00 25.00) per Series A D Preferred Unit (the “Series D Liquidation Preference”) plus an amount per Series A Preferred Unit equal to all distributions (whether or not earned or declared) accumulated accrued and unpaid thereon to, but not including, to the date of final distribution to the Company, in its capacity as such holdersholder; but such holders the Company, in its capacity as the holder of the Series A D Preferred Units Units, shall not be entitled to any further payment. If, upon any such liquidation, dissolution or winding up of the PartnershipPartnership or the Company, the assets of the Partnership, or proceeds thereof, distributable among to the holders Company, in its capacity as the holder of the Series A D Preferred Units Units, shall be insufficient to pay in full the preferential amount aforesaid and liquidating payments on any other Parity units of the Partnership ranking on a parity with the Series D Preferred UnitsUnits as to such distribution, then such assets, or the proceeds thereof, shall be distributed among the holders Company, in its capacity as the holder of such Series A D Preferred Units Units, and the holders of any such other Parity Preferred Units units ratably in accordance with the respective amounts that would be payable on such Series A D Preferred Units and any such other Parity Preferred Units units if all amounts payable thereon were paid in full. For the purposes of this Section C19.3, (i) a Sale Transaction 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 PartnershipPartnership or Company. (iib) Subject to the rights of the holders of Parity Partnership Units of any series or class or classes of shares ranking on a parity with or prior to the Series D Preferred Units, Units upon any liquidation, dissolution or winding up of the Company or the Partnership, after payment shall have been made in full to the holders Company, in its capacity as the holder of the Series A D Preferred Units, as provided in this Section C19.3, 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 holders Company, in its capacity as the holder of the Series A D Preferred Units Units, shall not be entitled to share therein.

Liquidation Preference. (i1) In the event of any liquidation, dissolution or winding up of the Partnership, whether voluntary or involuntary, subject to the preferential rights of the holders of shares of any class or series of Senior Units, but before any payment or distribution of the assets of the Partnership (whether capital or surplus) shall be made to or set apart for the holders of Junior Partnership Units, the holders of the Series A Class G Partnership Preferred Units shall be entitled to receive Twenty Five Dollars ($100,000.00 25) per Series A Class G Partnership Preferred Unit (the “Liquidation Preference”) ), plus an amount per Series A Preferred Unit equal to all distributions dividends (whether or not earned or declaredearned) accumulated accumulated, accrued and unpaid thereon to, but not including, on each share of Class G Preferred Stock to the date of final distribution to such holders; but such holders of the Series A Preferred Units 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 liquidation, dissolution or winding up of the Partnership. If, upon any such liquidation, dissolution or winding up of the Partnership, the assets of the Partnership, or proceeds thereof, distributable among the holders of the Series A Class G Partnership Preferred Units shall be insufficient to pay in full the preferential amount aforesaid and liquidating payments on any other Parity Preferred Partnership Units, then such assets, or the proceeds thereof, shall be distributed among the holders of such Series A Class G Partnership Preferred Units and any such other Parity Preferred Partnership Units ratably in accordance with the same proportion as the respective amounts that would be payable on such Series A Class G Partnership Preferred Units and any such other Parity Preferred Partnership Units if all amounts payable thereon were paid in full. For the purposes of this Section C4, (i) a Sale Transaction consolidation or merger of the Partnership with one or more partnerships, or (ii) a sale or transfer of all or substantially all of the Partnership’s assets shall not be deemed to be a liquidation, dissolution or winding up, voluntary or involuntary, of the Partnership. (ii2) Subject to the rights of the holders of Parity Preferred Units, upon 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 Class G Partnership Preferred Units and any Parity Partnership Units, as provided in this Section C4, any other series or class or classes of Junior Partnership Units shall, subject to any the respective terms and provisions applying theretothereof, be entitled to receive any and all assets remaining to be paid or distributed, and the holders of the Series A Class G Partnership Preferred Units and any Parity Partnership Units shall not be entitled to share therein.

Liquidation Preference. (ia) In the event of Upon any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Partnership, whether voluntary before any distribution or involuntary, subject payment shall be made to the preferential rights of the holders of shares of any class or series of Senior Class A Units, but before any payment Class B Units, LTIP Units, or distribution Junior Preferred Units, the holders of the 3.5% Convertible Preferred 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 shall be made legally available for distribution to its Partners after payment or set apart provision for payment of all debts and other liabilities of the holders Partnership and any liquidation preference owing in respect of Junior any Senior Preferred Units, a liquidation preference in cash or property at fair market value, as determined by the holders General Partner, of the Series A $15.00 per 3.5% Convertible Preferred Units shall be entitled to receive $100,000.00 per Series A Preferred Unit (the “Liquidation Preference”) Unit, plus an amount per Series A Preferred Unit equal to all distributions (whether or not earned or declared) accumulated any accrued and unpaid thereon distributions to, but not including, the date of final distribution to such holders; but such holders of payment or the Series A Preferred Units shall not be entitled to any further payment. If, date the amount for payment is set apart for payment (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, or proceeds thereof, distributable among the holders of the Series A Preferred Units shall be Partnership are insufficient to pay in the full amount of the preferential amount aforesaid Liquidating Distributions on all outstanding 3.5% Convertible Preferred Units and liquidating payments the corresponding amounts payable on any other all outstanding Parity Preferred Units, then such assets, or the proceeds thereof, shall be distributed among the holders of such Series A 3.5% Convertible Preferred Units and 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 other Parity Preferred Units if all amounts payable thereon were paid distribution of assets in full. For proportion to the purposes of this Section C, a Sale Transaction shall not full Liquidating Distributions to which they would otherwise be deemed to be a liquidation, dissolution or winding up, voluntary or involuntary, of the Partnershiprespectively entitled. (iic) Subject to the rights of the holders of Parity Preferred Units, upon 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 3.5% Convertible Preferred Units and any Parity Preferred Units, as provided in this Section C, any other series or class or classes of Junior Preferred Units shall, subject to any respective terms and provisions applying thereto, shall be entitled to receive any and all assets remaining to be paid or distributed, and the holders of the Series A 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 they are entitled, holders of 3.5% Convertible Preferred Units will have no right or claim to any of the remaining assets of the Partnership. (e) For the avoidance of doubt, the consolidation or merger 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. (ia) In the event of Upon any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Partnership, whether voluntary or involuntary, subject to the preferential rights of the holders of shares of any class or series of Senior Units, but before any distribution or payment or distribution of the assets of the Partnership shall be made to or set apart for the holders of any Partnership Units or Junior Preferred Units, the holders of the Series A B Preferred Units then outstanding shall be entitled to receive be paid, or have the Partnership declare and set apart for payment, out of the assets of the Partnership legally available for 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 $100,000.00 25.00 per Series A B Preferred Unit (the “Base Liquidation Preference”) ), plus an amount per Series A Preferred Unit equal to all distributions (whether or not earned or declared) accumulated any accrued and unpaid thereon distributions to, but not including, the date of final distribution to such holders; but such holders of payment or the Series A Preferred Units shall not be entitled to any further payment. If, date the liquidation preference is set apart for payment (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, or proceeds thereof, distributable among the holders of the Series A Preferred Units shall be Partnership are insufficient to pay in the full amount of the preferential amount aforesaid Liquidating Distributions on all outstanding Series B Preferred Units and liquidating payments the corresponding amounts payable on any other all outstanding Parity Preferred Units, then such assets, or the proceeds thereof, shall be distributed among the holders of such Series A B Preferred Units and 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 other Parity Preferred Units if all amounts payable thereon were paid distribution of assets in full. For proportion to the purposes of this Section C, a Sale Transaction shall not full Liquidating Distributions to which they would otherwise be deemed to be a liquidation, dissolution or winding up, voluntary or involuntary, of the Partnershiprespectively entitled. (iic) Subject to the rights of the holders of Parity Preferred Units, upon 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 B Preferred Units and any Parity Preferred Units, as provided in this Section C, any other series or class or classes of Junior Preferred Units shall, subject to any respective terms and provisions applying thereto, shall be entitled to receive any and all assets remaining to be paid or distributed, and the holders of the Series A 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 they are entitled, holders of Series B Preferred Units will have no right or claim to any of the remaining assets of the Partnership. (e) For the avoidance of doubt, the consolidation or merger 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. (ia) In the event of Upon any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Partnership, whether voluntary or involuntary, subject to the preferential rights of the holders of shares of any class or series of Senior Units, but before any distribution or payment or distribution of the assets of the Partnership shall be made to or set apart for the holders of any Partnership Units or Junior Preferred Units, the holders of the Series A C Preferred Units then outstanding shall be entitled to receive be paid, or have the Partnership declare and set apart for payment, out of the assets of the Partnership legally available for 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 $100,000.00 25.00 per Series A C Preferred Unit (the “Base Liquidation Preference”) ), plus an amount per Series A Preferred Unit equal to all distributions (whether or not earned or declared) accumulated any accrued and unpaid thereon distributions to, but not and including, the date of final distribution to such holders; but such holders of payment or the Series A Preferred Units shall not be entitled to any further payment. If, date the liquidation preference is set apart for payment (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, or proceeds thereof, distributable among the holders of the Series A Preferred Units shall be Partnership are insufficient to pay in the full amount of the preferential amount aforesaid Liquidating Distributions on all outstanding Series C Preferred Units and liquidating payments the corresponding amounts payable on any other all outstanding Parity Preferred Units, then such assets, or the proceeds thereof, shall be distributed among the holders of such Series A C Preferred Units and 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 other Parity Preferred Units if all amounts payable thereon were paid distribution of assets in full. For proportion to the purposes of this Section C, a Sale Transaction shall not full Liquidating Distributions to which they would otherwise be deemed to be a liquidation, dissolution or winding up, voluntary or involuntary, of the Partnershiprespectively entitled. (iic) Subject to the rights of the holders of Parity Preferred Units, upon 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 C Preferred Units and any Parity Preferred Units, as provided in this Section C, any other series or class or classes of Junior Preferred Units shall, subject to any respective terms and provisions applying thereto, shall be entitled to receive any and all assets remaining to be paid or distributed, and the holders of the Series A 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 they are entitled, holders of Series C Preferred Units will have no right or claim to any of the remaining assets of the Partnership. (e) For the avoidance of doubt, the consolidation or merger 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. (i) In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Partnership, the holders of the Series U Preferred Units shall be entitled to receive out of the assets of the Partnership available for distribution to the Partners pursuant to Section 13.02.A of the Partnership Agreement a liquidation preference of $25.00 per Series U Preferred Unit, plus an amount equal to any accumulated and unpaid distributions (whether voluntary or involuntarynot earned or authorized) to the date of payment (the “Series U Liquidation Value”), before any distribution of assets is made to holders of any other Partnership Interests that rank junior to the Series U 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 shares of any class or series of Senior Units, but before any payment or Partnership Interests ranking senior to the Series U Preferred Units as to the distribution of assets upon the assets liquidation, dissolution or winding up of the Partnership shall be made to or set apart for the holders of Junior Units, the holders of the Series A Preferred Units shall be entitled to receive $100,000.00 per Series A Preferred Unit Partnership. (the “Liquidation Preference”ii) plus an amount per Series A Preferred Unit equal to all distributions (whether or not earned or declared) accumulated and unpaid thereon to, but not including, the date of final distribution to such holders; but such holders of the Series A Preferred Units shall not be entitled to any further payment. If, If upon any such voluntary or involuntary liquidation, dissolution or winding up of the Partnership, the assets of the Partnership, or proceeds thereof, distributable among Partnership legally available for distribution to its Partners are insufficient to make such full payment to the holders of the Series A Preferred Units shall be insufficient to pay in full the preferential amount aforesaid and liquidating payments on any other Parity U Preferred Units, then such assets, or and the proceeds thereof, shall be distributed among corresponding amounts payable on all other Partnership Interests ranking on a parity with the holders of such Series A U Preferred Units and any such other Parity Preferred Units ratably in accordance with the respective amounts that would be payable on such Series A Preferred Units and any such other Parity Preferred Units if all amounts payable thereon were paid in full. For the purposes of this Section C, a Sale Transaction shall not be deemed to be a liquidation, dissolution or winding up, voluntary or involuntary, of the Partnership. (ii) Subject as to the rights distribution of assets upon the holders of Parity Preferred Units, upon any liquidation, dissolution or winding up of the Partnership, after payment shall have been made in full to then the holders of the Series A U 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 other holders of such Partnership Interests on a parity with the Series U Preferred Units shall share ratably in any such distribution of assets remaining in proportion to the full liquidating distributions (including, if applicable, accumulated and unpaid distributions) to which they would otherwise be paid or distributedrespectively entitled. (iii) After payment of the full amount of the Series U Liquidation Value, and the holders of the Series A U Preferred Units Units, shall not have no right or claim to any of the remaining assets of the Partnership. (iv) None of a consolidation or merger of the Partnership with or into another entity, a merger of another entity with or into the Partnership, a statutory unit exchange by the Partnership or a sale, lease or conveyance of all or substantially all of the Partnership’s property or business shall be entitled to share thereinconsidered a liquidation, dissolution or winding up of the affairs of the Partnership.

Liquidation Preference. (i) In the event of any liquidation, dissolution or winding up of the PartnershipPartnership or the General Partner, whether voluntary or involuntary, subject to the preferential rights of the holders of shares of any class or series of Senior Units, but before any payment or distribution of the assets of the Partnership shall be made to or set apart for the holders of Junior Units, the holders General Partner, in its capacity as the holder of the Series A I Preferred Units Units, shall be entitled to receive Twenty-Five Dollars ($100,000.00 25.00) per Series A I Preferred Unit (the “"Liquidation Preference”") plus an amount per Series A Preferred Unit equal to all distributions (whether or not earned or declared) accumulated accrued and unpaid thereon to, but not including, to the date of final distribution to the General Partner, in its capacity as such holdersholder; but such holders the General Partner, in its capacity as the holder of the Series A I Preferred Units Units, shall not be entitled to any further payment. If, upon any such liquidation, dissolution or winding up of the PartnershipPartnership or the General Partner, the assets of the Partnership, or proceeds thereof, distributable among to the holders General Partner, in its capacity as the holder of the Series A I Preferred Units Units, shall be insufficient to pay in full the 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 General Partner, in its capacity as the holder of such Series A I Preferred Units Units, and the holders of any such other Parity Preferred Units ratably in accordance with the respective amounts that would be payable on such Series A I Preferred Units and any such other Parity Preferred Units if all amounts payable thereon were paid in full. For the purposes of this Section C, (i) a Sale Transaction consolidation or merger of the 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 PartnershipPartnership or General Partner. (ii) Subject to the rights of the holders of Parity Partnership Units of any series or class or classes of shares ranking on a parity with or prior to the Series I Preferred Units, 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 General Partner, in its capacity as the holder of the Series A I Preferred Units, as provided in this Section CSection, 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 General Partner, in its capacity as the holder of the Series A I Preferred Units Units, shall not be entitled to share therein.

Liquidation Preference. (ia) In the event of Upon any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Partnership, whether voluntary or involuntary, subject to the preferential rights of the holders of shares of any class or series of Senior Units, but before any distribution or payment or distribution of the assets of the Partnership shall be made to or set apart for the holders of any Common Units or Junior Preferred Units, the holders of the Series A F Preferred Units then outstanding shall be entitled to receive be paid, or have the Partnership declare and set apart for payment, out of the assets of the Partnership legally available for distribution to its Partners after payment or provision for payment of all debts and other liabilities of the Partnership, a liquidation preference in cash of $100,000.00 25.00 per Series A F Preferred Unit (the “Base Liquidation Preference”) ), plus an amount per Series A Preferred Unit equal to all distributions (whether or not earned or declared) accumulated any accrued and unpaid thereon distributions to, but not including, the date of final distribution to such holders; but such holders of payment or the Series A Preferred Units shall not be entitled to any further payment. If, date the liquidation preference is set apart for payment (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, or proceeds thereof, distributable among the holders of the Series A Preferred Units shall be Partnership are insufficient to pay in the full amount of the preferential amount aforesaid Liquidating Distributions on all outstanding Series F Preferred Units and liquidating payments the corresponding amounts payable on any other all outstanding Parity Preferred Units, then such assets, or the proceeds thereof, shall be distributed among the holders of such Series A F Preferred Units and 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 other Parity Preferred Units if all amounts payable thereon were paid distribution of assets in full. For proportion to the purposes of this Section C, a Sale Transaction shall not full Liquidating Distributions to which they would otherwise be deemed to be a liquidation, dissolution or winding up, voluntary or involuntary, of the Partnershiprespectively entitled. (iic) Subject to the rights of the holders of Parity Preferred Units, upon 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 F Preferred Units and any Parity Preferred Units, as provided in this Section C, any other series or class or classes of Junior Preferred Units shall, subject to any respective terms and provisions applying thereto, shall be entitled to receive any and all assets remaining to be paid or distributed, and the holders of the Series A F 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 they are entitled, holders of Series F Preferred Units will have no right or claim to any of the remaining assets of the Partnership. (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. (i) In the event of A. Upon any voluntary or involuntary liquidation, dissolution dissolution, termination, cancellation or winding up of the affairs of the Partnership, whether voluntary or involuntary, subject to the preferential rights of the holders of shares of any class Series B Preferred Units then outstanding are entitled to be paid, or series of Senior Unitshave the Partnership declare and set apart for payment, but before any payment or distribution out of the assets of the Partnership shall be legally available for distribution to its holders of Partnership Units, after payment of or provision for payment of the Partnership’s debts and other liabilities, the liquidation preference per Series B Preferred Unit, plus an amount equal to any accrued and unpaid Cash Distributions (whether or not authorized or declared) thereon to but not including the date of payment or the date the amount for payment is set apart (collectively, the “Liquidating Distributions”), before any distribution or payment of assets is made to or set apart for the holders of Junior Units, the holders of the Series A Preferred Units shall be entitled to receive $100,000.00 per Series A Preferred Unit (the “Liquidation Preference”) plus an amount per Series A Preferred Unit equal to all distributions (whether or not earned or declared) accumulated and unpaid thereon to, but not including, the date of final distribution to such holders; but such holders of the Series A Preferred Units shall not be entitled to any further payment. If, upon any such liquidation, dissolution or winding up of the Partnership, If the assets of the Partnership, or proceeds thereof, distributable among the Partnership legally available for distribution to holders of the Series A Preferred Partnership Units shall be are insufficient to pay in full the preferential amount aforesaid Liquidating Distributions on all outstanding Series B Preferred Units and liquidating payments the corresponding amounts payable on any other all outstanding Parity Preferred Units, then such assets, or the proceeds thereof, shall be all assets distributed among the holders of such Series A Preferred Units and any such other Parity Preferred Units ratably in accordance with the respective amounts that would be payable on such Series A Preferred Units and any such other Parity Preferred Units if all amounts payable thereon were paid in full. For the purposes of this Section C, a Sale Transaction shall not be deemed to be a liquidation, dissolution or winding up, voluntary or involuntary, of the Partnership. (ii) Subject to the rights of the holders of Parity Preferred 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 B Preferred Units, as provided in this Section C, Units and any series or class or classes series of Junior Parity Units shallshall be distributed ratably in proportion to the respective preferential liquidation amounts to which they are entitled. Written notice of the effective date of any such liquidation, subject to any respective terms and provisions applying theretodissolution, be entitled to receive any and all assets remaining to be paid termination, cancellation or distributedwinding up of the affairs of the Partnership, stating the payment date or dates when, and the holders place or places where, the amounts distributable in such circumstances shall be payable, shall be given by first class mail, postage pre-paid, not fewer than 30 nor more than 60 days prior to the payment date stated therein, to each record holder of the Series A B Preferred Units at the respective addresses of such holders as the same shall appear on the transfer records of the Partnership. B. After payment of the full amount of the Liquidating Distributions to which they are entitled, the holders of Series B Preferred Units shall have no right or claim to any of the remaining assets of the Partnership. C. 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, the conversion of the Partnership into another form of organization, the change of the Partnership’s jurisdiction of organization, or the sale, lease, transfer or conveyance of all or substantially all of the assets or business of the Partnership shall not be entitled to share thereinconsidered a liquidation, dissolution, termination, cancellation or winding up of the affairs of the Partnership.

Liquidation Preference. (i) In the event of Upon any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Partnership, whether voluntary or involuntary, subject to the preferential rights of the holders of shares of any class or series of Senior Units, but before any payment or distribution Series B Preferred Units are entitled to be paid out of the assets of the Partnership shall be made legally available for distribution to its partners, after payment of or set apart provision for the holders Partnership’s debts and other liabilities, a liquidation preference of Junior Units, the holders of the Series A Preferred Units shall be entitled to receive $100,000.00 25.00 per Series A Preferred Unit unit (the “Base Liquidation Preference”) ), plus an amount per Series A Preferred Unit equal to all any accrued but unpaid distributions (whether or not earned authorized or declared) accumulated and unpaid thereon to, but not including, the date of final payment, but without interest, before any distribution of assets is made to holders of Junior Units. If the assets of the Partnership legally available for distribution to such holders; but such 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 A B Preferred Units and any Parity Preferred Units shall not be entitled distributed pro rata so that the amount of assets distributed per Series B Preferred Units and such Parity Preferred Units shall in all cases bear to each other the same ratio that the liquidation preference per Series B Preferred Unit and such Parity Preferred Units bear to each other. Notice of any further payment. If, upon distribution in connection with any such liquidation, dissolution or winding up of the affairs 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 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 Units at the respective addresses of such holders as the same shall appear on the records of the Partnership. After payment of the full amount of the liquidating distributions to which they are entitled, the holders of Series B Preferred Units will have no right or claim to any of the remaining assets of the Partnership, . The consolidation or proceeds thereof, distributable among the holders merger of the Series A Preferred Units shall be insufficient to pay in full the preferential amount aforesaid and liquidating payments on any other Parity Preferred Units, then such assets, Partnership with or the proceeds thereof, shall be distributed among the holders of such Series A Preferred Units and any such other Parity Preferred Units ratably in accordance with the respective amounts that would be payable on such Series A Preferred Units and any such other Parity Preferred Units if all amounts payable thereon were paid in full. For the purposes of this Section Cinto another entity, a Sale Transaction merger of another entity with or into the Partnership, a statutory exchange by the Partnership or a sale, lease, transfer or conveyance of all or substantially all of the Partnership’s property or business shall not be deemed to be constitute a liquidation, dissolution or winding up, voluntary or involuntary, of the Partnership. (ii) Subject to the rights of the holders of Parity Preferred Units, upon any liquidation, dissolution or winding up of the Partnership, after payment shall have been made in full to the holders affairs 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 thereinPartnership.

Liquidation Preference. (ia) In Subject to the event rights of series of Preferred Units which may from time to time come into existence, upon any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Partnership, whether voluntary then, before any distribution or involuntary, subject payment shall be made to the preferential rights of the holders of shares of any Class A Units, Class B Units, or any other class or series of Senior Units, but before any payment or Partnership ranking junior to Series F Preferred Units in the distribution of the assets of the Partnership shall be made to or set apart for the holders of Junior Units, the holders of the Series A Preferred Units shall be entitled to receive $100,000.00 per Series A Preferred Unit (the “Liquidation Preference”) plus an amount per Series A Preferred Unit equal to all distributions (whether or not earned or declared) accumulated and unpaid thereon to, but not including, the date of final distribution to such holders; but such holders of the Series A Preferred Units shall not be entitled to any further payment. If, upon any such liquidation, dissolution or winding up of the Partnership, the assets of the Partnership, 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 other Parity Preferred Units, then such assets, or the proceeds thereof, shall be distributed among the holders of such Series A Preferred Units and any such other Parity Preferred Units ratably in accordance with the respective amounts that would be payable on such Series A Preferred Units and any such other Parity Preferred Units if all amounts payable thereon were paid in full. For the purposes of this Section C, a Sale Transaction shall not be deemed to be a liquidation, dissolution or winding up, voluntary or involuntary, of the Partnership. (ii) Subject to the rights of the holders of Parity Preferred Units, upon any liquidation, dissolution or winding up of the affairs of the Partnership, after payment shall have been made in full to the holders of the Series A F 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, shall be entitled to receive any out of assets of the Partnership legally available for distribution to limited partners, liquidation distributions in the amount of the liquidation preference of $25.00 per share, plus an amount equal to all distributions accrued and all assets remaining unpaid thereon. After payment of the full amount of the liquidating distributions to be paid or distributedwhich they are entitled, and the holders of the Series A F Preferred Units will have no right or claim to any of the remaining assets of the Partnership. In the event that, 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 amount of the liquidation distributions on all outstanding Series F Preferred Units and the corresponding amounts payable on all Partnership Units ranking on a parity with Series F Preferred Units in the distribution of assets upon any liquidation, dissolution or winding up of the affairs of the Partnership ("Parity Units"), then the holders of Series F Preferred Units and Parity Units shall not share ratably in any such distribution of assets in proportion to the full liquidating distributions to which they would otherwise be entitled to share thereinrespectively entitled. (b) For the purposes hereof, neither a consolidation or merger of the Partnership with or into any other partnership, limited liability company, corporation or any other entity, nor a merger of any other partnership, limited liability company, corporation or any other entity with or into the Partnership, nor a sale or transfer of all or any part of the Partnership assets for cash or securities shall be considered a liquidation, dissolution or winding up of the Partnership. 193

Liquidation Preference. (iA) In the event of any liquidation, dissolution or winding up of the Partnership, whether voluntary or involuntary, subject to the preferential rights of the holders of shares of any class or series of Senior Units, but before any payment or distribution of the assets of the Partnership shall be made to or set apart for the holders of any Distribution Junior Units, the holders of the Series A Class D Preferred Units shall be entitled to receive $100,000.00 25.00 per Series A Class D Preferred Unit (the “Liquidation Preference”) Unit, plus an amount per Series A Preferred Unit equal to all distributions (whether or not earned or declared) accumulated accumulated, accrued and unpaid thereon to, but not including, (such aggregate amount the date of final distribution to such holders; but such “Class D Liquidation Preference”). Until the holders of the Series A Class D Preferred Units shall not have been paid the Class D Liquidation Preference in full, no payment or distribution will be entitled made to any further paymentholder of any Distribution Junior Units upon the liquidation, dissolution or winding up of the Partnership. If, upon any such liquidation, dissolution or winding up of the Partnership, the assets of the Partnership, or the proceeds thereof, distributable among to the holders of the Series A Class D Preferred Units shall be insufficient to pay in full the preferential amount aforesaid Class D Liquidation Preference and liquidating payments on any other class or series of Distribution Parity Preferred Units, then such assets, or the proceeds thereof, shall be distributed among the holders of such Series A the Class D Preferred Units and any the holders of such other Distribution Parity Preferred Units ratably in accordance with proportion to the respective amounts that full liquidating distributions (including, if applicable, accumulated, accrued and unpaid distributions) to which they would otherwise respectively be payable on such Series A Preferred Units and any such other Parity Preferred Units if all amounts payable thereon were paid in full. For the purposes of this Section C, a Sale Transaction shall not be deemed to be a liquidation, dissolution or winding up, voluntary or involuntary, of the Partnershipentitled. (iiB) Subject to the rights of the holders of Distribution Parity Preferred Units, Units upon any liquidation, dissolution or winding up up, whether voluntary or involuntary, of the Partnership, after payment in full of the Class D Liquidation Preference for all outstanding Class D Preferred Units shall have been made in full to the holders of the Series A Class D Preferred Units, as provided in this Section C3(A), any series or class or classes series of Distribution Junior Units shall, subject to any respective terms and provisions applying thereto, be entitled to receive any and all assets assets, or the proceeds thereof, remaining to be paid or distributed, and the holders of the Series A Class D Preferred Units Units, as such, shall not be entitled to share thereintherewith. After payment of the full amount of the Class D Liquidation Preference for each outstanding Class D Preferred Unit, the holders of the Class D Preferred Units, as such, 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 D 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. (C) None of a consolidation or merger of the Partnership with or into another entity, or a sale, lease, transfer or conveyance of all or substantially all of the Partnership’s property or business, shall be considered a liquidation, dissolution or winding up of the Partnership.

Liquidation Preference. (i) In the event of any liquidation, dissolution or winding up of the PartnershipPartnership or the General Partner, whether voluntary or involuntary, subject to the preferential rights of the holders of shares of any class or series of Senior Units, but before any payment or distribution of the assets of the Partnership (whether capital or surplus) shall be made to or set apart for the holders of Junior Units, the holders General Partner, in its capacity as the holder of the 8.125% Series A Cumulative Redeemable Preferred Units Units, shall be entitled to receive receive, out of the Partnership’s assets legally available for that purpose, Twenty-Five Dollars ($100,000.00 25.00) per 8.125% Series A Cumulative Redeemable Preferred Unit (the “Liquidation Preference”) plus an amount per 8.125% Series A Cumulative Redeemable Preferred Unit equal to all distributions (whether or not earned or declared) accumulated accrued and unpaid thereon to, but not including, to the date of final distribution to the General Partner, in its capacity as such holdersholder; but such holders the General Partner, in its capacity as the holder of the 8.125% Series A Cumulative Redeemable Preferred Units Units, shall not be entitled to any further payment. If, upon any such liquidation, dissolution or winding up of the PartnershipPartnership or the General Partner, the assets of the Partnership, or proceeds thereof, distributable among to the holders General Partner, in its capacity as the holder of the 8.125% Series A Cumulative Redeemable Preferred Units Units, shall be insufficient to pay in full the preferential amount aforesaid Liquidation Preference and liquidating payments on all accrued and unpaid distributions (whether or not earned or declared) and the liquidation preference and all accrued and unpaid distributions with respect to any other Parity Preferred Units, then such assets, or the proceeds thereof, shall be distributed among the General Partner, in its capacity as the holder of such 8.125% Series A Cumulative Redeemable Preferred Units, and the holders of such Series A Preferred Units and any such other Parity Preferred Units ratably in accordance with the respective amounts that would be payable on such 8.125% Series A Cumulative Redeemable Preferred Units and any such other Parity Preferred Units if all amounts payable thereon were paid in full. For the purposes of this Section C, (i) a Sale Transaction consolidation or merger of the 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 PartnershipPartnership or General Partner. (ii) Subject to the rights of the holders of Parity Partnership Units of any series or class or classes of shares ranking on a parity with or prior to the 8.125% Series A Cumulative Redeemable Preferred Units, 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 General Partner, in its capacity as the holder of the 8.125% Series A Cumulative Redeemable 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 General Partner, in its capacity as the holder of the 8.125% Series A Cumulative Redeemable Preferred Units Units, shall not be entitled to share therein.

Liquidation Preference. (ia) In the event of Upon any voluntary or involuntary liquidation, dissolution or winding up of the Partnership, whether voluntary or involuntary, subject Partnership (referred to the preferential rights of the holders of shares of any class or series of Senior Units, but before any payment or distribution of the assets of the Partnership shall be made to or set apart for the holders of Junior Unitsherein as a “Liquidation”), the holders of the Series A Preferred Units shall will be entitled to receive $100,000.00 per Series A Preferred Unit (be paid out of the “Liquidation Preference”) plus assets of the Partnership legally available for distribution to its unitholders, in cash or property at its fair market value as determined by the General Partner, in an amount per amount, for each outstanding Series A Preferred Unit equal to all the greater of (i) the Liquidation Amount (subject to proportionate adjustment in the event of a recapitalization, unit distribution, combination or other proportionate reduction or increase to the Series A Preferred Units), plus an amount equal to any accrued and unpaid distributions (whether or not earned accumulated or authorized and declared) accumulated and unpaid thereon to, but not including, to the date of final distribution payment or (ii) the amount that would have been payable had each Series A Preferred Unit been converted into a Common Unit ~#4852-2301-9946~ pursuant to Section 6(a) hereof immediately prior to such holders; Liquidation, in the event such Series A Preferred Unit is convertible pursuant to Section 6(a) at the time of such Liquidation (clauses (i) and (ii), collectively, the “Liquidation Preference”), in each case before any distribution or payment is made to holders of Common Units or any Junior Units as to the distribution of assets upon a Liquidation but subject to the preferential rights of holders of any class of units of the Partnership ranking senior to the Series A Preferred Units as to the distribution of assets upon a Liquidation. After payment of the full amount of the Liquidation Preference to which they are entitled, the holders of Series A Preferred Units will have no right or claim to any of the remaining assets of the Partnership. (b) In the event that, upon any Liquidation of the Partnership, the available assets of the Partnership are insufficient to pay the Liquidation Preference on all outstanding Series A Preferred Units, then the holders of Series A Preferred Units and all other such equity securities of the Partnership ranking on a parity with Series A Preferred Units 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) For purposes of this Section 4, neither the voluntary sale, lease, exchange, transfer or conveyance (for cash, securities or other consideration) of all or substantially all of the property or assets of the Partnership to, nor the merger or consolidation or any other business combination of the Partnership with or into any other entity or the merger or consolidation of any other entity into or with the Partnership or a statutory unit exchange by the Partnership, shall be deemed to be a Liquidation. Upon a Partnership Change of Control, if the outstanding Series A Preferred Units are not redeemed, repurchased or converted as provided in Section 5 or 6 hereof, then the Partnership will cause any acquirer of the Partnership to assume the obligations set forth herein and be subject to the terms and conditions set forth herein. Notwithstanding the foregoing, if such assumption is not permitted by law, the Partnership shall take any actions under its control necessary to cause the acquirer to issue securities of the acquirer with substantially similar contractual rights as those contained herein (including the inclusion of a provision in the relevant merger or consolidation agreement requiring the acquirer to issue securities of the acquirer with substantially similar contractual rights as those contained herein). (d) In determining whether a distribution (other than upon voluntary or involuntary Liquidation), by redemption or other acquisition of equity securities of the Partnership or otherwise, is permitted under Delaware law, amounts that would be needed, if the Partnership were to be dissolved at the time of the distribution, to satisfy the preferential rights upon dissolution of holders of the Series A Preferred Units shall not be entitled added to any further payment. If, upon any such liquidation, dissolution or winding up of the Partnership’s total liabilities. (e) Written notice of any Liquidation, stating the payment date or dates when, and the place or places where, the assets of amounts distributable in such circumstances shall be payable, shall be given by first class mail, postage prepaid, not less than 30 nor more than 60 days prior to the Partnership, or proceeds thereof, distributable among the holders payment date stated therein to each record holder of the Series A Preferred Units shall be insufficient to pay in full at the 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 respective address of such Series A Preferred Units and any such other Parity Preferred Units ratably in accordance with holders as the respective amounts that would be payable same shall appear on such Series A Preferred Units and any such other Parity Preferred Units if all amounts payable thereon were paid in full. For the purposes of this Section C, a Sale Transaction shall not be deemed to be a liquidation, dissolution or winding up, voluntary or involuntary, unit transfer records of the Partnership. (ii) Subject to the rights of the holders of Parity Preferred 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 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. (ia) In the event of any liquidation, dissolution or winding up of the Partnership, whether voluntary or involuntary, subject to the preferential rights of the holders of shares of any class or series of Senior Units, but before any payment or distribution of the assets of the Partnership (whether capital, surplus or otherwise) shall be made to or set apart for the holders of Junior Partnership Units, the holders of the Series A F Partnership Preferred Units shall be entitled to receive Twenty-Five Dollars ($100,000.00 25) per Series A F Partnership Preferred Unit (the “"Liquidation Preference”) "), plus an amount per Series A F Partnership Preferred Unit equal to all distributions dividends (whether or not earned or declared) accumulated accumulated, accrued and unpaid thereon to, but not including, on one share of Series F Preferred Stock to the date of final distribution to such holders; but such holders of the Series A Preferred Units shall not be entitled to any further payment. Until the holders of the Series F Partnership Preferred Units have been paid the Liquidation Preference in full, plus an amount equal to all dividends (whether or not declared) accumulated, accrued and unpaid on the Series F 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 Partnership. If, upon any such liquidation, dissolution or winding up of the Partnership, the assets of the Partnership, or proceeds thereof, distributable among the holders of the Series A F Partnership Preferred Units shall be insufficient to pay in full the preferential amount aforesaid and liquidating payments on any other Parity Preferred Partnership Units, then such assets, or the proceeds thereof, shall be distributed among the holders of such Series A F Partnership Preferred Units and any such other Parity Preferred Partnership Units ratably in accordance with the same proportion as the respective amounts that would be payable on such Series A F Partnership Preferred Units and any such other Parity Preferred Partnership Units if all amounts payable thereon were paid in full. For the purposes of this Section C4, (i) a Sale Transaction consolidation or merger of the Partnership with one or more partnerships, or (ii) a sale or transfer of all or substantially all of the Partnership's assets shall not be deemed to be a liquidation, dissolution or winding up, voluntary or involuntary, of the Partnership. (iib) Subject to the rights of the holders of Parity Preferred Units, upon 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 F Partnership Preferred Units and any Parity Partnership Units, as provided in this Section C4, any other series or class or classes of Junior Partnership Units shall, subject to any the respective terms and provisions applying theretothereof, be entitled to receive any and all assets remaining to be paid or distributed, and the holders of the Series A F Partnership Preferred Units and any Parity Partnership Units shall not be entitled to share therein.

Liquidation Preference. (i) In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Partnership, the holders of the Series R Preferred Units shall be entitled to receive out of the assets of the Partnership available for distribution to the Partners pursuant to Section 13.02.A of the Partnership Agreement a liquidation preference of $25.00 per Series R Preferred Unit, plus an amount equal to any accumulated and unpaid distributions (whether voluntary or involuntarynot earned or authorized) to the date of payment (the “Series R Liquidation Value”), before any distribution of assets is made to holders of any other Partnership Interests that rank junior to the Series R 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 shares of any class or series of Senior Units, but before any payment or Partnership Interests ranking senior to the Series R Preferred Units as to the distribution of assets upon the assets liquidation, dissolution or winding up of the Partnership shall be made to or set apart for the holders of Junior Units, the holders of the Series A Preferred Units shall be entitled to receive $100,000.00 per Series A Preferred Unit Partnership. (the “Liquidation Preference”ii) plus an amount per Series A Preferred Unit equal to all distributions (whether or not earned or declared) accumulated and unpaid thereon to, but not including, the date of final distribution to such holders; but such holders of the Series A Preferred Units shall not be entitled to any further payment. If, If upon any such voluntary or involuntary liquidation, dissolution or winding up of the Partnership, the assets of the Partnership, or proceeds thereof, distributable among Partnership legally available for distribution to its Partners are insufficient to make such full payment to the holders of the Series A Preferred Units shall be insufficient to pay in full the preferential amount aforesaid and liquidating payments on any other Parity R Preferred Units, then such assets, or and the proceeds thereof, shall be distributed among corresponding amounts payable on all other Partnership Interests ranking on a parity with the holders of such Series A R Preferred Units and any such other Parity Preferred Units ratably in accordance with the respective amounts that would be payable on such Series A Preferred Units and any such other Parity Preferred Units if all amounts payable thereon were paid in full. For the purposes of this Section C, a Sale Transaction shall not be deemed to be a liquidation, dissolution or winding up, voluntary or involuntary, of the Partnership. (ii) Subject as to the rights distribution of assets upon the holders of Parity Preferred Units, upon any liquidation, dissolution or winding up of the Partnership, after payment shall have been made in full to then the holders of the Series A R 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 other holders of such Partnership Interests on a parity with the Series R Preferred Units shall share ratably in any such distribution of assets remaining in proportion to the full liquidating distributions (including, if applicable, accumulated and unpaid distributions) to which they would otherwise be paid or distributedrespectively entitled. (iii) After payment of the full amount of the Series R Liquidation Value, and the holders of the Series A R Preferred Units Units, shall not have no right or claim to any of the remaining assets of the Partnership. (iv) None of a consolidation or merger of the Partnership with or into another entity, a merger of another entity with or into the Partnership, a statutory unit exchange by the Partnership or a sale, lease or conveyance of all or substantially all of the Partnership’s property or business shall be entitled to share thereinconsidered a liquidation, dissolution or winding up of the affairs of the Partnership.

Liquidation Preference. (i) In the event of any liquidation, dissolution or winding up of the Partnership1If there is a Distribution Event, whether voluntary or involuntary, subject to the preferential rights of the holders of shares of any class or series of Senior Units, but before any payment or distribution of the assets of by the Partnership (whether capital, surplus or otherwise) shall be made to or set apart for the holders of Junior any Limited Partner Units, the holders of the Series A Preferred Units shall be entitled to receive $100,000.00 a priority distribution in cash per Series A Preferred Unit (the “Liquidation Preference”) plus in an amount per equal to the Stated Value as accreted under Section 3.1 of this Series A Designation plus all accrued and unpaid distributions on such Stated Value of each such Series A Preferred Unit equal at the time of the Distribution Event (the “Series A Liquidation Preference”). Until the holders of the Series A Preferred Units have been paid the Series A Liquidation Preference in full to all distributions (whether or not earned or declared) accumulated and unpaid thereon to, but not including, the date of final distribution to such holders; but such holders of the Series A Preferred Units , no payment shall not be entitled made to any further paymentother holder of Limited Partner Units upon any Distribution Event. If, upon any such liquidation, dissolution or winding up of the PartnershipDistribution Event, the assets of the Partnership, 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 other Parity Series A Preferred Units, then such assets, or the proceeds thereof, shall be distributed among the holders of such the Series A Preferred Units and any such other Parity Series A Preferred Units ratably in accordance with the 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 thereon were paid in full. For the purposes avoidance of this Section Cdoubt, a Sale Transaction no payments or distributions made by the Partnership or its Affiliates to the Commission to be distributed to investors in connection with the SEC Order shall not be deemed to be a liquidation, dissolution or winding up, voluntary or involuntary, of the Partnership. (ii) Subject to the rights of the holders of Parity Preferred Units, upon any liquidation, dissolution or winding up of the Partnership, after payment shall have been made in full to the holders part 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 thereinLiquidation Preference.

Liquidation Preference. (ia) In the event of Upon any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Partnership, whether voluntary or involuntary, subject to the preferential rights of the holders of shares of any class or series of Senior Units, but before any distribution or payment or distribution of the assets of the Partnership shall be made to or set apart for the holders of any Class A Units, Class B Units, LTIP Units, or Junior Preferred Units, the holders of the Series A H Preferred Units then outstanding shall be entitled to receive $100,000.00 be paid, or have the Partnership declare and set apart for payment, out of the assets of the Partnership legally available for distribution to its Partners after payment or provision for payment of all debts and other liabilities of the Partnership 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, the sum of: (i) the Initial Liquidation Preference and (ii) an amount per Series A Preferred Unit unit equal to any accrued and unpaid distributions to, but excluding, the date of payment or the date the amount for payment is set apart for payment (the “Liquidation Preference”). (b) plus an amount per Series A Preferred Unit equal to all distributions (whether or not earned or declared) accumulated and unpaid thereon to, but not including, the date of final distribution to such holders; but such holders of the Series A Preferred Units shall not be entitled to any further payment. If, If upon any such voluntary or involuntary liquidation, dissolution or winding up of the Partnership, the available assets of the Partnership, or proceeds thereof, distributable among the holders of the Series A Preferred Units shall be Partnership are insufficient to pay in the full amount of the preferential amount aforesaid Liquidation Preference on all outstanding Series H Preferred Units and liquidating payments the corresponding amounts payable on any other all outstanding Parity Preferred Units, then such assets, or the proceeds thereof, shall be distributed among the holders of such Series A H Preferred Units and 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 other Parity Preferred Units if all amounts payable thereon were paid distribution of assets in full. For proportion to the purposes of this Section C, a Sale Transaction shall not be deemed to be a liquidation, dissolution or winding up, voluntary or involuntary, full amount of the PartnershipLiquidation Preference to which they would otherwise be respectively entitled. (iic) Subject to the rights of the holders of Parity Preferred Units, upon 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 H Preferred Units and any Parity Preferred Units, as provided in this Section C, any other series or class or classes of Junior Preferred Units shall, subject to any respective terms and provisions applying thereto, shall be entitled to receive any and all assets remaining to be paid or distributed, and the holders of the Series A H Preferred Units and any Parity Preferred Units shall not be entitled to share therein. (d) After payment of the full amount of the Liquidation Preference to which they are entitled, holders of Series H Preferred Units will have no right or claim to any of the remaining assets of the Partnership. (e) For the avoidance of doubt, the consolidation or merger 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. (i) In Upon any voluntary or involuntary liquidation, dissolution or winding up of the event affairs of the Partnership, before any distribution or payment shall be made to holders of OP Units or any other class or series of Partnership Interest of the Partnership ranking, as to distribution rights and rights upon liquidation, dissolution or winding up of the Partnership, whether voluntary or involuntary, subject junior to the preferential rights of the holders of shares of any class or series of Senior Units, but before any payment or distribution of the assets of the Partnership shall be made to or set apart for the holders of Junior Series D Preferred Units, the holders of the Series A D Preferred Units shall be entitled to receive be paid out of the assets of the Partnership legally available for distribution to its partners a liquidation preference of $100,000.00 25.00 per Series A Preferred Unit (the “Liquidation Preference”) unit, plus an amount per Series A Preferred Unit equal to all any accrued and unpaid distributions (whether or not earned authorized or declared) accumulated to and unpaid thereon to, but not including, including the date of final distribution to such holders; payment, but such holders of the Series A Preferred Units shall not be entitled to any further paymentwithout interest. If, upon any such voluntary or involuntary liquidation, dissolution or winding up, the available assets of the Partnership are insufficient to pay the full amount of the liquidating distributions on all outstanding Series D Preferred Units and the corresponding amounts payable on all Preferred Parity Units, the holders of the Series D Preferred Units and each such holder of any Preferred 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. Written notice of any such voluntary or involuntary liquidation, dissolution or winding up of the affairs 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 Series D Preferred Units at the respective addresses of such holders as the same shall appear on the ownership records of the Partnership. After payment of the full amount of the liquidating distributions to which they are entitled, the holders of Series D Preferred Units shall have no right or claim to any of the remaining assets of the Partnership, . The consolidation or proceeds thereof, distributable among the holders merger of the Series A Preferred Units shall be insufficient to pay in full the preferential amount aforesaid and liquidating payments on Partnership with or into any other Parity Preferred Unitscorporation, then such assetstrust or other entity, or the proceeds thereofvoluntary sale, shall be distributed among lease, transfer or conveyance of all or substantially all of the holders property or business of such Series A Preferred Units and any such other Parity Preferred Units ratably in accordance with the respective amounts that would be payable on such Series A Preferred Units and any such other Parity Preferred Units if all amounts payable thereon were paid in full. For the purposes of this Section CPartnership, a Sale Transaction shall not be deemed to be constitute a liquidation, dissolution or winding up, voluntary or involuntary, of the Partnership. (ii) Subject to the rights of the holders of Parity Preferred Units, upon any liquidation, dissolution or winding up of the Partnership, after payment shall have been made in full to the holders affairs 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 thereinPartnership.

Liquidation Preference. (i) In the event of any liquidation, dissolution or winding up of the Partnership, whether voluntary or involuntary, subject to the preferential rights of the holders of shares of any class or series of Senior Units, but before any payment or distribution of the assets of the Partnership (whether capital, surplus or otherwise) shall be made to or set apart for the holders of Junior Partnership Units, the holders of the Series A Class U Partnership Preferred Units shall be entitled to receive Twenty-Five Dollars ($100,000.00 25.00) per Series A Class U Partnership Preferred Unit (the “Liquidation Preference”) ), plus an amount per Series A Class U Partnership Preferred Unit equal to all distributions dividends (whether or not earned declared or declaredearned) accumulated accumulated, accrued and unpaid thereon to, but not including, on one share of Class U Preferred Stock to the date of final distribution to such holders; but such holders of the Series A Preferred Units shall not be entitled to any further payment. Until the holders of the Class U Partnership Preferred Units have been paid the Liquidation Preference in full, plus an amount equal to all dividends (whether or not declared or earned) accumulated, accrued and unpaid on the Class U 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 Partnership. If, upon any such liquidation, dissolution or winding up of the Partnership, the assets of the Partnership, or proceeds thereof, distributable among the holders of the Series A Class U Partnership Preferred Units shall be insufficient to pay in full the preferential amount aforesaid and liquidating payments on any other Parity Preferred Partnership Units, then such assets, or the proceeds thereof, shall be distributed among the holders of such Series A Class U Partnership Preferred Units and any such other Parity Preferred Partnership Units ratably in accordance with the same proportion as the respective amounts that would be payable on such Series A Class U Partnership Preferred Units and any such other Parity Preferred Partnership Units if all amounts payable thereon were paid in full. For the purposes of this Section C4, (i) a Sale Transaction consolidation or merger of the Partnership with one or more partnerships, or (ii) a sale or transfer of all or substantially all of the Partnership’s assets shall not be deemed to be a liquidation, dissolution or winding up, voluntary or involuntary, of the Partnership. (ii) Subject to the rights of the holders of Parity Preferred 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 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. (ia) In the event of Upon any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Partnership, whether voluntary or involuntary, subject to the preferential rights of the holders of shares of any class or series of Senior Units, but before any payment or distribution Series C Preferred Partnership Units then outstanding are entitled to be paid out of the assets of the Partnership shall be legally available for distribution to its partners a liquidation preference of $25.00 per share, plus an amount equal to any accrued and unpaid distributions to the date of payment, before any distribution of assets is made to holders of Common Units or set apart for any other class or series of Partnership Units that ranks junior to the Series C Preferred Partnership Units as to liquidation rights. After payment of the full amount of the liquidating distributions to which they are entitled, the holders of Junior UnitsSeries C Preferred 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 C 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 C Preferred Partnership Units in the distribution of assets, then the holders of the Series A C 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 entitled to receive $100,000.00 per Series A Preferred Unit respectively entitled. (the “Liquidation Preference”c) plus an amount per Series A Preferred Unit equal to all distributions (whether or not earned or declared) accumulated and unpaid thereon to, but not including, the date Written notice of final distribution to such holders; but such holders of the Series A Preferred Units shall not be entitled to any further payment. If, upon any such liquidation, dissolution or winding up of the Partnership, stating the assets of payment date or dates when, and the Partnershipplace or places where, or proceeds thereofthe amounts distributable in such circumstances shall be payable, distributable among shall be given by first class mail, postage pre-paid, not less than 30 nor more than 60 days prior to the holders payment date stated therein, to each record holder of the Series A C Preferred Partnership Units shall be insufficient to pay in full at the 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 respective addresses of such Series A Preferred Units holders as the same shall appear in the books and any such other Parity Preferred Units ratably in accordance with the respective amounts that would be payable on such Series A Preferred Units and any such other Parity Preferred Units if all amounts payable thereon were paid in full. For the purposes of this Section C, a Sale Transaction shall not be deemed to be a liquidation, dissolution or winding up, voluntary or involuntary, records of the Partnership. (iid) Subject to the rights The consolidation, combination or merger of the holders Partnership with or into any other corporation, partnership or entity or consolidation or merger of Parity Preferred Unitsany other corporation with or into the Partnership, upon or the sale, lease or conveyance of all or substantially all of the Partnership’s assets, property or business or any statutory share exchange, shall not be deemed to constitute a 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. (i) In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Partnership, the holders of the Series H Preferred Units shall be entitled to receive out of the assets of the Partnership available for distribution to the Partners pursuant to Section 13.02.A of the Partnership Agreement a liquidation preference of $25.00 per Series H Preferred Unit, plus an amount equal to any accumulated and unpaid distributions (whether voluntary or involuntarynot earned or authorized) to the date of payment (the “Series H Liquidation Value”), before any distribution of assets is made to holders of Common Units or any other Partnership Interests that rank junior to the Series H 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 shares of any class or series of Senior Units, but before any payment or Partnership Interests ranking senior to the Series H Preferred Units as to the distribution of assets upon the assets liquidation, dissolution or winding up of the Partnership shall be made to or set apart for the holders of Junior Units, the holders of the Series A Preferred Units shall be entitled to receive $100,000.00 per Series A Preferred Unit Partnership. (the “Liquidation Preference”ii) plus an amount per Series A Preferred Unit equal to all distributions (whether or not earned or declared) accumulated and unpaid thereon to, but not including, the date of final distribution to such holders; but such holders of the Series A Preferred Units shall not be entitled to any further payment. If, If upon any such voluntary or involuntary liquidation, dissolution or winding up of the Partnership, the assets of the Partnership, or proceeds thereof, distributable among Partnership legally available for distribution to its Partners are insufficient to make such full payment to the holders of the Series A Preferred Units shall be insufficient to pay in full the preferential amount aforesaid and liquidating payments on any other Parity H Preferred Units, then such assets, or and the proceeds thereof, shall be distributed among corresponding amounts payable on all other Partnership Interests ranking on a parity with the holders of such Series A H Preferred Units and any such other Parity Preferred Units ratably in accordance with the respective amounts that would be payable on such Series A Preferred Units and any such other Parity Preferred Units if all amounts payable thereon were paid in full. For the purposes of this Section C, a Sale Transaction shall not be deemed to be a liquidation, dissolution or winding up, voluntary or involuntary, of the Partnership. (ii) Subject as to the rights distribution of assets upon the holders of Parity Preferred Units, upon any liquidation, dissolution or winding up of the Partnership, after payment shall have been made in full to then the holders of the Series A H 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 other holders of such Partnership Interests on a parity with the Series H Preferred Units shall share ratably in any such distribution of assets remaining in proportion to the full liquidating distributions (including, if applicable, accumulated and unpaid distributions) to which they would otherwise be paid or distributedrespectively entitled. (iii) After payment of the full amount of the Series H Liquidation Value, and the holders of the Series A H Preferred Units Units, shall not have no right or claim to any of the remaining assets of the Partnership. (iv) None of a consolidation or merger of the Partnership with or into another entity, a merger of another entity with or into the Partnership, a statutory unit exchange by the Partnership or a sale, lease or conveyance of all or substantially all of the Partnership’s property or business shall be entitled to share thereinconsidered a liquidation, dissolution or winding up of the affairs of the Partnership.

Liquidation Preference. (i) In the event of any liquidation, dissolution or winding up of the PartnershipPartnership or the General Partner, whether voluntary or involuntary, subject to the preferential rights of the holders of shares of any class or series of Senior Units, but before any payment or distribution of the assets of the Partnership shall be made to or set apart for the holders of Junior Units, the holders of the Series A E-1 Preferred Units shall be entitled to receive Fifty Dollars ($100,000.00 50.00) per Series A E-1 Preferred Unit (the “"Liquidation Preference”") plus an amount per Series A Preferred Unit equal to all distributions (whether or not earned or declared) accumulated accrued and unpaid thereon to, but not including, to the date of final distribution to the holders of such holdersunits; but such the holders of the Series A E-1 Preferred Units shall not be entitled to any further payment. If, upon any such liquidation, dissolution or winding up of the PartnershipPartnership or the General Partner, the assets of the Partnership, or proceeds thereof, distributable among to the holders of the Series A E-1 Preferred Units shall be insufficient to pay in full the 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 such the Series A E-1 Preferred Units and the holders of any such other Parity Preferred Units ratably in accordance with the respective amounts that would be payable on such Series A E-1 Preferred Units and any such other Parity Preferred Units if all amounts payable thereon were paid in full. For the purposes of this Section CParagraph 2.C, (i) a Sale Transaction consolidation or merger of the 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 PartnershipPartnership or General Partner. (ii) Subject to the rights of the holders of Parity Partnership Units of any series or class or classes ranking on a parity with or prior to the Series E-1 Preferred Units, 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 E-1 Preferred Units, Units as provided in this Section CParagraph, 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 E-1 Preferred Units shall not be entitled to share therein.

Liquidation Preference. (i) 4.1 In the event of any liquidation, dissolution or winding up of the Partnership, whether voluntary or involuntary, subject to the preferential rights of the holders of shares of any class or series of Senior Units, but before any payment or distribution of the assets of the Partnership (whether capital, surplus or otherwise) shall be made to or set apart for the holders of the Series 2025 Junior Partnership Units, and subject to the preferential rights of the Series 2025 Senior Partnership Units, the holders of the Series A 2025 Preferred Units shall be entitled to receive $100,000.00 10.00 per Series A 2025 Preferred Unit (the “Series 2025 Liquidation Preference”) ), plus an amount per Series A 2025 Preferred Unit equal to all distributions (whether or not earned declared or declaredearned) accumulated accrued and unpaid thereon to, but not including, on the date of final distribution to such holdersSeries 2025 Preferred Unit; but such holders of the Series A Preferred Units shall not be entitled to any further payment. Until the holders of the Series 2025 Preferred Units have been paid the Series 2025 Liquidation Preference in full, plus an amount equal to all distributions (whether or not declared or earned) accrued and unpaid on the Series 2025 Preferred Unit to the date of final distribution to such holders, no payment shall be made to any holder of Series 2025 Junior Partnership Units upon the liquidation, dissolution or winding up of the Partnership. If, upon any such liquidation, dissolution or winding up of the Partnership, the assets of the Partnership, or proceeds thereof, distributable among the holders of the Series A 2025 Preferred Units shall be insufficient to pay in full the preferential amount aforesaid and liquidating payments on any other Series 2025 Parity Preferred Partnership Units, then such assets, or the proceeds thereof, shall be distributed among the holders of such the Series A 2025 Preferred Units and any such other Series 2025 Parity Preferred Partnership Units ratably in accordance with the same proportion as the respective amounts that would be payable on such Series A 2025 Preferred Units and any such other Series 2025 Parity Preferred Partnership Units if all amounts payable thereon were paid in full. For the purposes of this Section C, a Sale Transaction shall not be deemed to be a liquidation, dissolution or winding up, voluntary or involuntary, of the Partnership. (ii) Subject to the rights of the holders of Parity Preferred Units, upon 4.2 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 2025 Preferred Units and any Series 2025 Parity EXHIBIT K Partnership Units, as provided in this Section C4, any other series or class or classes of Series 2025 Junior Partnership Units shall, subject to any the respective terms and provisions applying theretothereof, be entitled to receive any and all assets remaining to be paid or distributed, and the holders of the Series A 2025 Preferred Units and any Series 2025 Parity Partnership Units shall not be entitled to share therein.

Liquidation Preference. (ia) In the event of Upon any liquidation, dissolution or winding up Liquidation Event of the Partnership, whether voluntary or involuntary, subject to the preferential rights of the holders of shares of any class or series of Senior Units, but before any payment or distribution of the assets of the Partnership shall be made to or set apart for the holders of Junior Units, the holders of the Series A B Participating Preferred Partnership Units shall be entitled to receive $100,000.00 per Series A Preferred Unit the sum of (i) the “Initial Liquidation Preference”, (ii) plus the FVA Amount (if the FVA Amount for the relevant period is a positive number), and (iii) an amount per Series A B Participating Preferred Partnership Unit equal to all distributions (whether or not earned authorized or declared) accumulated accrued and unpaid thereon to, but not includingexcluding, the date of final distribution to such holders; holders (the “Final Liquidation Preference”), but such holders of the Series A B Participating Preferred Partnership Units shall not be entitled to any further payment. . (b) If, upon any such liquidation, dissolution or winding up Liquidation Event of the Partnership, the assets of the Partnership, or proceeds thereof, distributable among the holders of the Series A B Participating Preferred Partnership Units shall be insufficient to pay in full the 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 such the Series A B Participating Preferred Partnership Units and any such other Parity Preferred Units ratably in accordance with the respective amounts that would be payable on such the Series A B Participating Preferred Partnership Units and any such other Parity Preferred Units if all amounts payable thereon were paid in full. For the purposes of this Section C(6), none of (i) a Sale Transaction consolidation or merger of the Partnership with one or more other entities, (ii) a statutory share exchange or (iii) a voluntary sale, transfer or conveyance of all or substantially all of the Partnership’s assets, properties or business shall not be deemed to be a liquidation, dissolution or winding up, voluntary or involuntary, Liquidation Event of the Partnership. (iic) Subject to the rights of the holders of Parity Preferred Units, upon any liquidation, dissolution or winding up Liquidation Event of the Partnership, after payment shall have been made in full to the holders of the Series A B Participating Preferred Partnership Units, as provided in this Section C(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 A B Participating Preferred Partnership Units shall not be entitled to share therein.

Liquidation Preference. (i) In the event of A. Upon any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Partnership, whether voluntary or involuntary, subject to the preferential rights of the holders of shares of any class or series of Senior Units, but before any distribution or payment or distribution of the assets of the Partnership shall be made to or set apart for the holders of any Common Units or Junior Preferred Units, the holders of the Series A Preferred Units then outstanding shall be entitled to receive be paid, or have the Partnership declare and set apart for payment, out of the assets of the Partnership legally available for distribution to its Partners after payment or provision for payment of all debts and other liabilities of the Partnership, a liquidation preference in cash of $100,000.00 [•] per Series A Preferred Unit (the “Base Liquidation Preference”) ), plus an amount per Series A Preferred Unit equal to all any accrued and unpaid distributions (whether or not earned or declared) accumulated and unpaid thereon to, but not including, the date of final distribution to such holders; but such holders of payment or the Series A Preferred Units shall not be entitled to any further payment. If, date the liquidation preference is set apart for payment (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, or proceeds thereof, distributable among Partnership are insufficient to pay the holders full amount of the Liquidating Distributions on all outstanding Series A Preferred Units shall be insufficient to pay in full and the preferential amount aforesaid and liquidating payments corresponding amounts payable on any other all outstanding Parity Preferred Units, then such assets, or the proceeds thereof, shall be distributed among the holders of such Series A Preferred Units and 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 other Parity Preferred Units if all amounts payable thereon were paid distribution of assets in full. For proportion to the purposes of this Section C, a Sale Transaction shall not full Liquidating Distributions to which they would otherwise be deemed to be a liquidation, dissolution or winding up, respectively entitled. C. Upon any voluntary or involuntary, of the Partnership. (ii) Subject to the rights of the holders of Parity Preferred Units, upon any 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, as provided in this Section C, any other series or class or classes of Junior Preferred Units shall, subject to any respective terms and provisions applying thereto, 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 they are entitled, holders of Series A Preferred Units will have no right or claim to any of the remaining assets of the Partnership. 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. (i) In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Partnership, whether voluntary or involuntary, subject to the preferential rights affairs of the holders of shares of any class or series of Senior Units, but before any payment or distribution of the assets of the Partnership shall be made to or set apart for the holders of Junior UnitsPartnership, the holders of the Series A F Preferred Units shall be entitled to receive out of the assets of the Partnership legally available for distribution to the Partners pursuant to Section 13.2.A of the Partnership Agreement a liquidation preference in cash of TWENTY-FIVE DOLLARS ($100,000.00 25) per Series A F Preferred Unit (the “Liquidation Preference”) Unit, plus an amount per Series A Preferred Unit equal to all distributions (whether or not earned or declared) accumulated and unpaid thereon to, but not including, distributions to the date of final 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 Series F Preferred Units as to liquidation rights. (ii) If upon any such holders; but voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Partnership, the assets of the Partnership are insufficient to make such full payment to holders of the Series A F Preferred Units and the corresponding amounts payable on all other Partnership Interests ranking on a parity with the Series F Preferred Units in the distribution of assets, then the holders of the Series F Preferred Units and other such Partnership Interests shall not share ratably in any such distribution of assets in proportion to the full liquidating distributions to which they would otherwise be entitled to any further payment. If, upon respectively entitled. (iii) Written notice of any such liquidation, dissolution or winding up of the Partnership, stating the assets of payment date or dates when, and the Partnershipplace or places where, or proceeds thereofthe amounts distributable in such circumstances shall be payable, distributable among shall be given by first class mail, postage pre-paid, not less than 30 nor more than 60 days prior to the holders payment date stated therein, to each record holder of the Series A F Preferred Units shall be insufficient to pay in full at the 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 respective address of such Series A Preferred Units and any such other Parity Preferred Units ratably in accordance with holders as the respective amounts that would be payable same shall appear on such Series A Preferred Units and any such other Parity Preferred Units if all amounts payable thereon were paid in full. For the purposes of this Section C, a Sale Transaction shall not be deemed to be a liquidation, dissolution or winding up, voluntary or involuntary, transfer records of the Partnership. (iiiv) Subject After payment of the full amount of the liquidating distributions to the rights of which they are entitled, the holders of Parity Series F Preferred UnitsUnits shall have no right or claim to any of the remaining assets of the Partnership. (v) None of a consolidation or merger of the Partnership with or into another entity, upon any a merger of another entity with or into the Partnership or a sale, lease or conveyance of all or substantially all of the Partnership’s property or business shall be considered a liquidation, dissolution or winding up of the Partnership, after payment shall have been made in full to the holders affairs 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 thereinPartnership.

Liquidation Preference. (ia) In the event of any liquidation, dissolution or winding up of the PartnershipCorporation, whether voluntary or involuntary, subject to the preferential rights of the holders of shares of any class or series of Senior Units, but before any payment or distribution of the assets of the Partnership Corporation (whether capital or surplus) shall be made to or set apart Set Apart for Payment for the holders of Junior UnitsShares, the holders of the Series A Preferred Units Shares shall be entitled to receive $100,000.00 1,000.00 per Series A Preferred Unit Share (as may be adjusted for stock splits, recapitalizations, combinations, reclassifications and similar events which affect the “Liquidation Preference”Series A Preferred Shares) plus an amount per Series A Preferred Unit equal to all distributions dividends (whether or not earned or declared) accumulated ), including any amount due under Section 5(b), accrued and unpaid thereon to, but not including, to the date of final distribution to such holders; but such holders of the Series A Preferred Units shall not be entitled to any further payment. After payment to the holders of the Series A Preferred Shares of the full preferential amount to which they are entitled, as described above, the holders of the Series A Preferred Shares, as such, shall have no right or claim to any of the remaining assets of the Corporation. If, upon any such liquidation, dissolution or winding up of the PartnershipCorporation, the assets of the PartnershipCorporation, or proceeds thereof, distributable among the holders of the Series A Preferred Units 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 Preferred UnitsShares, then such assets, or the proceeds thereof, shall be distributed among the holders of such Series A Preferred Units Shares and any such other Parity Preferred Units Shares ratably in accordance with the respective amounts that would be payable on such Series A Preferred Units Shares and any such other Parity Preferred Units Shares if all amounts payable thereon were paid in full. For the purposes of this Section C4, (i) a Sale Transaction 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 PartnershipCorporation. (iib) Subject to the rights of the holders of any Parity Preferred Units, upon any liquidation, dissolution or winding up of the PartnershipShares, after payment shall have been made in full to the holders of the Series A Preferred UnitsShares, as provided in this Section C4, any other series or class or classes of Junior Units Shares shall, subject to any 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 Shares shall not be entitled to share therein.

Liquidation Preference. (ia) In the event of Upon any liquidation, dissolution or winding up liquidation of the Partnership, whether voluntary or involuntary, subject to the preferential rights of the holders of shares of any class or series of Senior Units, but before any payment or distribution Series F Preferred Units are entitled to be paid out of the assets of the Partnership shall be made legally available for distribution to or set apart for its Partners a liquidation preference equal to the holders sum of Junior Units, the holders of the Series A Preferred Units shall be entitled to receive (i) $100,000.00 25.00 per Series A F Preferred Unit Unit, and (the “Liquidation Preference”ii) plus an amount per Series A Preferred Unit equal to all distributions (whether or not earned or declared) accumulated and unpaid thereon to, but not including, distributions up to and including the date of final the redemption, in cash or property at its fair market value as determined by the General Partner before any distribution of assets is made with respect to such holders; but such holders OP Units or other Partnership Units ranking junior to Series F Preferred Units with respect to distribution rights or rights upon liquidation of the Series A Preferred Units shall not be entitled to any further payment. If, Partnership. (b) If upon any such liquidation, dissolution or winding up liquidation of the Partnership, the assets of the Partnership, or proceeds thereof, distributable among the holders of the Series A F Preferred Units shall be insufficient to pay in full the preferential amount aforesaid and liquidating payments on any other class or series of Preferred Parity Preferred Units, then such assets, or the proceeds thereof, shall be distributed among the holders of such Series A F Preferred Units and any such other Preferred Parity Preferred Units ratably in accordance with the same proportion as the respective amounts that would be payable on such Series A F Preferred Units and any such other Preferred Parity Preferred Units if all amounts payable thereon were paid in full. For . (c) Written notice of any such liquidation of the purposes 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 holder of this Section C, a Sale Transaction Series F Preferred Units at the respective addresses of such holders as the same shall not be deemed to be a liquidation, dissolution or winding up, voluntary or involuntary, appear on the records of the Partnership. (iid) Subject to Upon the rights of the holders of Parity Preferred Units, upon any liquidation, dissolution or winding up liquidation of the Partnership, after payment shall have been made in full to in respect of the Series F Preferred Units, 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 F Preferred Units shall not be entitled to share thereinreceive any further amounts in respect of Series F Preferred Units. (e) None of a consolidation or merger of the Partnership with or into another entity, a merger of another entity with or into the Partnership, a sale, lease or conveyance of all or substantially all of the Partnership’s property shall be considered a liquidation of the affairs of the Partnership for purposes of this Section 5.

Liquidation Preference. (ia) In the event of Upon any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Partnership, whether voluntary or involuntary, subject to the preferential rights of the holders of shares of any class or series of Senior Units, but before any distribution or payment or distribution of the assets of the Partnership shall be made to or set apart for the holders of any Class A Units, Class B Units, LTIP Units, or Junior Preferred Units, the holders of the Series A E Preferred Units then outstanding shall be entitled to receive $100,000.00 be paid, or have the Partnership declare and set apart for payment, out of the assets of the Partnership legally available for distribution to its Partners after payment or provision for payment of all debts and other liabilities of the Partnership 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, the sum of: (i) the Initial Liquidation Preference and (ii) an amount per Series A Preferred Unit unit equal to any accrued and unpaid distributions to, but excluding, the date of payment or the date the amount for payment is set apart for payment (the “Liquidation Preference”). (b) plus an amount per Series A Preferred Unit equal to all distributions (whether or not earned or declared) accumulated and unpaid thereon to, but not including, the date of final distribution to such holders; but such holders of the Series A Preferred Units shall not be entitled to any further payment. If, If upon any such voluntary or involuntary liquidation, dissolution or winding up of the Partnership, the available assets of the Partnership, or proceeds thereof, distributable among the holders of the Series A Preferred Units shall be Partnership are insufficient to pay in the full amount of the preferential amount aforesaid Liquidation Preference on all outstanding Series E Preferred Units and liquidating payments the corresponding amounts payable on any other all outstanding Parity Preferred Units, then such assets, or the proceeds thereof, shall be distributed among the holders of such Series A E Preferred Units and 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 other Parity Preferred Units if all amounts payable thereon were paid distribution of assets in full. For proportion to the purposes of this Section C, a Sale Transaction shall not be deemed to be a liquidation, dissolution or winding up, voluntary or involuntary, full amount of the PartnershipLiquidation Preference to which they would otherwise be respectively entitled. (iic) Subject to the rights of the holders of Parity Preferred Units, upon 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 E Preferred Units and any Parity Preferred Units, as provided in this Section C, any other series or class or classes of Junior Preferred Units shall, subject to any respective terms and provisions applying thereto, shall be entitled to receive any and all assets remaining to be paid or distributed, and the holders of the Series A E Preferred Units and any Parity Preferred Units shall not be entitled to share therein. (d) After payment of the full amount of the Liquidation Preference to which they are entitled, holders of Series E Preferred Units will have no right or claim to any of the remaining assets of the Partnership. (e) For the avoidance of doubt, the consolidation or merger 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. (i) In the event of any liquidation, dissolution or winding up of the PartnershipPartnership or the General Partner, whether voluntary or involuntary, subject to the preferential rights of the holders of shares of any class or series of Senior Units, but before any payment or distribution of the assets of the Partnership shall be made to or set apart for the holders of Junior Units, the holders of the Series A D-11 Preferred Units shall be entitled to receive $100,000.00 per Series A Preferred Unit (the “Liquidation Preference”) plus an amount per Series A Preferred Unit equal to all distributions (whether or not earned or declared) accumulated and unpaid thereon to, but not including, the date holder’s Capital Account in respect of final distribution to such holdersthose Series D-11 Preferred Units; but such the holders of the Series A D-11 Preferred Units shall not be entitled to any further payment. If, upon any such liquidation, dissolution or winding up of the PartnershipPartnership or the General Partner, the assets of the Partnership, or proceeds thereof, distributable among to the holders of the Series A D-11 Preferred Units Units, shall be insufficient to pay in full the 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 such the Series A D-11 Preferred Units and the holders of any such other Parity Preferred Units ratably in accordance with the respective amounts that would be payable on such Series A D-11 Preferred Units and any such other Parity Preferred Units if all amounts payable thereon were paid in full. For the purposes of this Section C2.C, (i) a Sale Transaction consolidation or merger of the 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 PartnershipPartnership or General Partner. (ii) Subject to the rights of the holders of Parity Partnership Units of any series or class or classes of shares ranking on a parity with or prior to the Series D-11 Preferred Units, 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 D-11 Preferred Units, as provided in this Section CSection, 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 holder of the Series A D-11 Preferred Units shall not be entitled to share therein.

Liquidation Preference. (ia) In the event of Upon any voluntary or involuntary liquidation, dissolution or winding up of the Partnership, whether voluntary or involuntary, subject to the preferential rights of the holders of shares of any class or series of Senior Units, but before any payment or distribution of the assets of the Partnership shall be made to or set apart for the holders of Junior UnitsCompany, the holders of the Series A Preferred outstanding Class C Units shall be entitled to receive $100,000.00 per Series A Preferred Unit (the “Liquidation Preference”) plus a liquidation preference in an amount per Series A Preferred Class C Unit equal to all distributions (whether or not earned or declared) accumulated the Liquidation Preference, and unpaid thereon to, but not including, the date of final distribution to such holders; but such holders of the Series A Preferred Units shall will not be entitled to any further payment. IfUntil 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 any such the liquidation, dissolution or winding up of the PartnershipCompany. (b) If, upon any voluntary or involuntary liquidation, dissolution or winding up of the Company, the assets of the PartnershipCompany, or proceeds thereof, distributable among the holders of the Series A Preferred outstanding Class C Units shall be insufficient to pay in full the preferential amount aforesaid Liquidation Preference and liquidating payments on any other Parity Preferred Units, then such assets, or the proceeds thereof, shall be distributed among the holders of such Series A Preferred outstanding Class C Units and any such other Parity Preferred Units ratably in accordance with the same proportion as the respective amounts that would be payable on such Series A Preferred Class C Units and any such other Parity Preferred Units if all amounts payable thereon were paid in full. For the purposes of this Section C, a Sale Transaction shall not be deemed to be a liquidation, dissolution or winding up, voluntary or involuntary, of the Partnership. (iic) Subject to the rights of the holders of Parity Preferred Units, upon any A voluntary or 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 payment shall have been made in full to the holders of the Series A Preferred Units, as provided in this Section Coutstanding Class C Units and any Parity Units have received their respective liquidation preferences, any series or class or classes of Junior Units shall, subject to any respective terms and provisions applying thereto, shall be entitled to receive any and all assets remaining to be paid or distributed, and the holders of the Series A Preferred Class C Units shall not be entitled to share therein.

Liquidation Preference. (i) In the event of any liquidation, dissolution or winding up of the PartnershipCompany, whether voluntary or involuntary, subject to the preferential rights of the holders of shares of any class or series of Senior Units, but before any payment or distribution of the assets of the Partnership Company shall be made to or set apart for the holders of Junior Units, the holders of the Series A C Company Preferred Units shall be entitled to receive $100,000.00 25.00 per Series A C Company Preferred Unit (the “Liquidation Preference”) plus an amount per Series A C Company Preferred Unit equal to all accrued and unpaid distributions (whether or not earned or declared) accumulated and unpaid thereon to, but not including, the date of final distribution to such holders; but such holders of the Series A C Company Preferred Units shall not be entitled to any further payment. If, upon any such liquidation, dissolution or winding up of the PartnershipCompany, the assets of the PartnershipCompany, or proceeds thereof, distributable among the holders of the Series A C Company Preferred Units shall be insufficient to pay in full the 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 such Series A C Company Preferred Units and any such other Parity Preferred Units ratably in accordance with the respective amounts that would be payable on such Series A C Company Preferred Units and any such other Parity Preferred Units if all amounts payable thereon were paid in full. For the purposes of this Section CD, none of (i) a Sale Transaction consolidation or merger of the Company with one or more entities, (ii) a statutory unit exchange by the Company, or (iii) a sale or transfer of all or substantially all of the Company’s assets shall not be deemed to be a liquidation, dissolution or winding up, voluntary or involuntary, of the PartnershipCompany. (ii) Until payment shall 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 made to any holder of Junior Units upon the liquidation, dissolution or winding up of the Company. Subject to the rights of the holders of Parity Preferred Units, upon any liquidation, dissolution or winding up of the PartnershipCompany, after payment shall have been made in full to the holders of the Series A C Company Preferred Units, as provided in this Section CD, 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 C Company Preferred Units shall not be entitled to share therein.