Common use of Liquidation Preference Clause in Contracts

Liquidation Preference. A. Upon any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Partnership, before any distribution or payment shall be made to the holders of any Common Units or Junior Preferred Units, the holders of the Series A 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 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 $25.00 per Series A Preferred Unit (the “Base Liquidation Preference”), plus an amount equal to any accrued and unpaid distributions (whether or not declared) to, but not including, the date of payment or the date the 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 are insufficient to pay the full amount of the Liquidating Distributions on all outstanding Series A Preferred Units and the corresponding amounts payable on all outstanding Parity Preferred Units, then the holders of Series A Preferred Units and Parity Preferred Units shall share ratably in any such distribution of assets in proportion to the full Liquidating Distributions to which they would otherwise be respectively entitled. C. Upon any voluntary or involuntary liquidation, dissolution or winding up of the Partnership, after payment shall have been made in full to the holders of the Series A Preferred Units and any Parity Preferred Units, any other series or class or classes of Junior Preferred Units shall be entitled to receive any and all assets remaining to be paid or distributed, and the holders of the Series A Preferred Units and any Parity Preferred Units shall not be entitled to share therein. D. After payment of the full amount of the Liquidating Distributions to which 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. A. (a) Upon any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Partnership, before any distribution or payment distributions on the Series B Preferred Units shall be made to the holders of any Common Units or Junior Preferred Units, the holders of the Series A Preferred Units then outstanding shall be entitled to be paid, or have the Partnership declare and set apart for payment, out of the assets in accordance with Section 13.2 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 $25.00 per Series A Preferred Unit (the “Base Liquidation Preference”), plus an amount equal to any accrued and unpaid distributions (whether or not declared) to, but not including, the date of payment or the date the liquidation preference is set apart for payment (the “Liquidating Distributions”)Agreement. B. If (b) In the event that, upon any such voluntary or involuntary liquidation, dissolution or winding up of the Partnershipup, the available assets of the Partnership are insufficient to pay the full amount of the Liquidating Distributions liquidating distributions on all outstanding Series A B Preferred Units and the corresponding amounts payable on all outstanding Parity equity securities of the Partnership ranking on a parity with the Series B Preferred UnitsUnits in the distribution of assets, then the holders of the Series A B Preferred Units and Parity Preferred Units all other such equity securities shall share ratably in any such distribution of assets in proportion to the full Liquidating Distributions liquidating distributions to which they would otherwise be respectively entitled. C. Upon any voluntary or involuntary liquidation, dissolution or winding up of the Partnership, after payment shall have been made in full to the holders of the Series A Preferred Units and any Parity Preferred Units, any other series or class or classes of Junior Preferred Units shall be entitled to receive any and all assets remaining to be paid or distributed, and the holders of the Series A Preferred Units and any Parity Preferred Units shall not be entitled to share therein. D. (c) After payment of the full amount of the Liquidating Distributions liquidating distributions to which they are entitled, the holders of Series A B Preferred Units will have no right or claim to any of the remaining assets of the Partnership. E. For (d) Written notice of any such liquidation, dissolution or winding up of the avoidance of doubtPartnership, stating the payment date or dates when, and the place or places where, the consolidationamounts 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. (e) The consolidation or merger or conversion of the Partnership with or into another entityany other corporation, the merger trust or entity or of another entity any other corporation with or into the Partnership, a statutory unit exchange by the Partnership or the sale, lease, transfer lease or conveyance of all or substantially all of the assets property or business of the Partnership Partnership, shall not be considered deemed to constitute a liquidation, dissolution or winding up of the affairs of the Partnership.. (5)

Liquidation Preference. A. (i) Upon any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Partnership, before any payment or distribution or payment shall be made to or set apart for the holders of any Common Units or Junior Preferred Units, the holders Ashford OP Limited Partner, LLC, in its capacity as holder of the Series A D Preferred Units then outstanding Partnership Units, shall be entitled to be paid, or have the Partnership declare and set apart for payment, out of the assets of the Partnership legally available for distribution to its Partners after payment or provision for payment of all debts and other liabilities of the Partnership, receive a liquidation preference in cash distribution of $25.00 per Series A D Preferred Unit (the “Base Liquidation Preference”)Partnership Unit, plus an amount equal to any all accumulated, accrued and unpaid distributions (whether or not declared) to, but not including, Preferred Return to the date of final distribution, but Ashford OP Limited Partner, LLC shall not be entitled to any further payment or the date the liquidation preference is set apart for payment (the “Liquidating Distributions”). B. with respect thereto. If upon any such voluntary or involuntary liquidation, dissolution or winding up of the Partnership, its assets, or proceeds thereof, distributable among Ashford OP Limited Partner, LLC, in its capacity as the available assets holder of the Series D Preferred Partnership are Units, shall be insufficient to pay in full the full amount above described preferential distribution and liquidating distributions on any other series of the Liquidating Distributions on all outstanding Series A Preferred Units and the corresponding amounts payable on all outstanding Parity Preferred Units, then such assets, or the proceeds thereof, shall be distributed among Ashford OP Limited Partner, LLC, in its capacity as the holder of the Series D Preferred Partnership Units, and the holders of any such other Parity Units ratably in the same proportion as the respective amounts that would be payable on such Series A D Preferred Partnership Units and Parity Preferred Units shall share ratably in any such distribution of assets other Parity Units if all amounts payable thereon were paid in proportion to the full Liquidating Distributions to which they would otherwise be respectively entitledfull. C. (ii) Upon any voluntary or involuntary liquidation, dissolution or winding up of the Partnership, after payment shall have been made in full to Ashford OP Limited Partner, LLC, in its capacity as the holder of the Series D Preferred Partnership Units, holders of the Series A D Preferred Units and any Parity Preferred Units, any other series or class or classes of Junior Preferred Partnership Units shall be entitled to receive any and all assets remaining to be paid or distributed, and the holders of the Series A Preferred Units and any Parity Preferred Units shall not be entitled to share therein. D. After payment of the full amount of the Liquidating Distributions to which 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 (iii) None of doubt, the consolidation, a consolidation or merger or conversion of the Partnership with or into another entity, the a merger of another entity with or into the Partnership, a statutory unit exchange by the Partnership or the a sale, lease, transfer lease or conveyance of all or substantially all of the assets Partnership’s property or business of the Partnership shall not be considered a liquidation, dissolution or winding up of the affairs of the Partnership.

Liquidation Preference. A. (i) Upon any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Partnership, before any payment or distribution or payment shall be made to or set apart for the holders of any Common Units or Junior Preferred Units, the holders Ashford OP Limited Partner LLC, in its capacity as holder of the Series A D Preferred Units then outstanding Partnership Units, shall be entitled to be paid, or have the Partnership declare and set apart for payment, out of the assets of the Partnership legally available for distribution to its Partners after payment or provision for payment of all debts and other liabilities of the Partnership, receive a liquidation preference in cash distribution of $25.00 per Series A D Preferred Unit (the “Base Liquidation Preference”)Partnership Unit, plus an amount equal to any all accumulated, accrued and unpaid distributions (whether or not declared) to, but not including, Preferred Return to the date of final distribution, but Ashford OP Limited Partner LLC shall not be entitled to any further payment or the date the liquidation preference is set apart for payment (the “Liquidating Distributions”). B. with respect thereto. If upon any such voluntary or involuntary liquidation, dissolution or winding up of the Partnership, its assets, or proceeds thereof, distributable among Ashford OP Limited Partner LLC, in its capacity as the available assets holder of the Series D Preferred Partnership are Units, shall be insufficient to pay in full the full amount above described preferential distribution and liquidating distributions on any other series of the Liquidating Distributions on all outstanding Series A Preferred Units and the corresponding amounts payable on all outstanding Parity Preferred Units, then such assets, or the proceeds thereof, shall be distributed among Ashford OP Limited Partner LLC, in its capacity as the holder of the Series D Preferred Partnership Units, and the holders of any such other Parity Units ratably in the same proportion as the respective amounts that would be payable on such Series A D Preferred Partnership Units and Parity Preferred Units shall share ratably in any such distribution of assets other Parity Units if all amounts payable thereon were paid in proportion to the full Liquidating Distributions to which they would otherwise be respectively entitledfull. C. (ii) Upon any voluntary or involuntary liquidation, dissolution or winding up of the Partnership, after payment shall have been made in full to Ashford OP Limited Partner LLC, in its capacity as the holder of the Series D Preferred Partnership Units, holders of the Series A D Preferred Units and any Parity Preferred Units, any other series or class or classes of Junior Preferred Partnership Units shall be entitled to receive any and all assets remaining to be paid or distributed, and the holders of the Series A Preferred Units and any Parity Preferred Units shall not be entitled to share therein. D. After payment of the full amount of the Liquidating Distributions to which 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 (iii) None of doubt, the consolidation, a consolidation or merger or conversion of the Partnership with or into another entity, the a merger of another entity with or into the Partnership, a statutory unit exchange by the Partnership or the a sale, lease, transfer lease or conveyance of all or substantially all of the assets Partnership’s property or business of the Partnership shall not be considered a liquidation, dissolution or winding up of the affairs of the Partnership.

Liquidation Preference. A. (i) Upon any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Partnership, before any payment or distribution or payment shall be made to or set apart for the holders of any Common Units or Junior Preferred Units, the holders Ashford OP Limited Partner LLC, in its capacity as holder of the Series A E Preferred Units then outstanding Partnership Units, shall be entitled to be paid, or have the Partnership declare and set apart for payment, out of the assets of the Partnership legally available for distribution to its Partners after payment or provision for payment of all debts and other liabilities of the Partnership, receive a liquidation preference in cash distribution of $25.00 per Series A E Preferred Unit (the “Base Liquidation Preference”)Partnership Unit, plus an amount equal to any all accumulated, accrued and unpaid distributions (whether or not declared) to, but not including, Preferred Return to the date of final distribution, but Ashford OP Limited Partner LLC shall not be entitled to any further payment or the date the liquidation preference is set apart for payment (the “Liquidating Distributions”). B. with respect thereto. If upon any such voluntary or involuntary liquidation, dissolution or winding up of the Partnership, its assets, or proceeds thereof, distributable among Ashford OP Limited Partner LLC, in its capacity as the available assets holder of the Series E Preferred Partnership are Units, shall be insufficient to pay in full the full amount above described preferential distribution and liquidating distributions on any other series of the Liquidating Distributions on all outstanding Series A Preferred Units and the corresponding amounts payable on all outstanding Parity Preferred Units, then such assets, or the proceeds thereof, shall be distributed among Ashford OP Limited Partner LLC, in its capacity as the holder of the Series E Preferred Partnership Units, and the holders of any such other Parity Units ratably in the same proportion as the respective amounts that would be payable on such Series A E Preferred Partnership Units and Parity Preferred Units shall share ratably in any such distribution of assets other Parity Units if all amounts payable thereon were paid in proportion to the full Liquidating Distributions to which they would otherwise be respectively entitledfull. C. (ii) Upon any voluntary or involuntary liquidation, dissolution or winding up of the Partnership, after payment shall have been made in full to Ashford OP Limited Partner LLC, in its capacity as the holder of the Series E Preferred Partnership Units, holders of the Series A E Preferred Units and any Parity Preferred Units, any other series or class or classes of Junior Preferred Partnership Units shall be entitled to receive any and all assets remaining to be paid or distributed, and the holders of the Series A Preferred Units and any Parity Preferred Units shall not be entitled to share therein. D. After payment of the full amount of the Liquidating Distributions to which 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 (iii) None of doubt, the consolidation, a consolidation or merger or conversion of the Partnership with or into another entity, the a merger of another entity with or into the Partnership, a statutory unit exchange by the Partnership or the a sale, lease, transfer lease or conveyance of all or substantially all of the assets Partnership’s property or business of the Partnership shall not be considered a liquidation, dissolution or winding up of the affairs of the Partnership.

Liquidation Preference. A. (i) Upon any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Partnership, before any payment or distribution or payment shall be made to or set apart for the holders of any Common Units or Junior Preferred Units, the holders Ashford OP Limited Partner, LLC, in its capacity as holder of the Series A Preferred Units then outstanding Partnership Units, shall be entitled to be paid, or have the Partnership declare and set apart for payment, out of the assets of the Partnership legally available for distribution to its Partners after payment or provision for payment of all debts and other liabilities of the Partnership, receive a liquidation preference in cash distribution of $25.00 per Series A Preferred Unit (the “Base Liquidation Preference”)Partnership Unit, plus an amount equal to any all accumulated, accrued and unpaid distributions (whether or not declared) to, but not including, Preferred Return to the date of final distribution, but Ashford OP Limited Partner, LLC shall not be entitled to any further payment or the date the liquidation preference is set apart for payment (the “Liquidating Distributions”). B. with respect thereto. If upon any such voluntary or involuntary liquidation, dissolution or winding up of the Partnership, its assets, or proceeds thereof, distributable among Ashford OP Limited Partner, LLC, in its capacity as the available assets holder of the Series A Preferred Partnership are Units, shall be insufficient to pay in full the full amount above described preferential distribution and liquidating distributions on any other series of Parity Units, then such assets, or the proceeds thereof, shall be distributed among Ashford OP Limited Partner, LLC, in its capacity as the holder of the Liquidating Distributions on all outstanding Series A Preferred Units and the corresponding amounts payable on all outstanding Parity Preferred Partnership Units, then and the holders of any such other Parity Units ratably in the same proportion as the respective amounts that would be payable on such Series A Preferred Partnership Units and Parity Preferred Units shall share ratably in any such distribution of assets other Parity Units if all amounts payable thereon were paid in proportion to the full Liquidating Distributions to which they would otherwise be respectively entitledfull. C. (ii) Upon any voluntary or involuntary liquidation, dissolution or winding up of the Partnership, after payment shall have been made in full to Ashford OP Limited Partner, LLC, in its capacity as the holder of the Series A Preferred Partnership Units, holders of the Series A Preferred Units and any Parity Preferred Units, any other series or class or classes of Junior Preferred Partnership Units shall be entitled to receive any and all assets remaining to be paid or distributed, and the holders of the Series A Preferred Units and any Parity Preferred Units shall not be entitled to share therein. D. After payment of the full amount of the Liquidating Distributions to which 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 (iii) None of doubt, the consolidation, a consolidation or merger or conversion of the Partnership with or into another entity, the a merger of another entity with or into the Partnership, a statutory unit exchange by the Partnership or the a sale, lease, transfer lease or conveyance of all or substantially all of the assets Partnership’s property or business of the Partnership shall not be considered a liquidation, dissolution or winding up of the affairs of the Partnership.

Liquidation Preference. A. (i) Upon any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Partnership, before any payment or distribution or payment shall be made to or set apart for the holders of any Common Units or Junior Preferred Units, the holders Ashford OP Limited Partner, LLC, in its capacity as holder of the Series A E Preferred Units then outstanding Partnership Units, shall be entitled to be paid, or have the Partnership declare and set apart for payment, out of the assets of the Partnership legally available for distribution to its Partners after payment or provision for payment of all debts and other liabilities of the Partnership, receive a liquidation preference in cash distribution of $25.00 per Series A E Preferred Unit (the “Base Liquidation Preference”)Partnership Unit, plus an amount equal to any all accumulated, accrued and unpaid distributions (whether or not declared) to, but not including, Preferred Return to the date of final distribution, but Ashford OP Limited Partner, LLC shall not be entitled to any further payment or the date the liquidation preference is set apart for payment (the “Liquidating Distributions”). B. with respect thereto. If upon any such voluntary or involuntary liquidation, dissolution or winding up of the Partnership, its assets, or proceeds thereof, distributable among Ashford OP Limited Partner, LLC, in its capacity as the available assets holder of the Series E Preferred Partnership are Units, shall be insufficient to pay in full the full amount above described preferential distribution and liquidating distributions on any other series of the Liquidating Distributions on all outstanding Series A Preferred Units and the corresponding amounts payable on all outstanding Parity Preferred Units, then such assets, or the proceeds thereof, shall be distributed among Ashford OP Limited Partner, LLC, in its capacity as the holder of the Series E Preferred Partnership Units, and the holders of any such other Parity Units ratably in the same proportion as the respective amounts that would be payable on such Series A E Preferred Partnership Units and Parity Preferred Units shall share ratably in any such distribution of assets other Parity Units if all amounts payable thereon were paid in proportion to the full Liquidating Distributions to which they would otherwise be respectively entitledfull. C. (ii) Upon any voluntary or involuntary liquidation, dissolution or winding up of the Partnership, after payment shall have been made in full to Ashford OP Limited Partner, LLC, in its capacity as the holder of the Series E Preferred Partnership Units, holders of the Series A E Preferred Units and any Parity Preferred Units, any other series or class or classes of Junior Preferred Partnership Units shall be entitled to receive any and all assets remaining to be paid or distributed, and the holders of the Series A Preferred Units and any Parity Preferred Units shall not be entitled to share therein. D. After payment of the full amount of the Liquidating Distributions to which 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 (iii) None of doubt, the consolidation, a consolidation or merger or conversion of the Partnership with or into another entity, the a merger of another entity with or into the Partnership, a statutory unit exchange by the Partnership or the a sale, lease, transfer lease or conveyance of all or substantially all of the assets Partnership’s property or business of the Partnership shall not be considered a liquidation, dissolution or winding up of the affairs of the Partnership.

Liquidation Preference. A. a) Upon any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Partnership, before any distribution or payment shall be made to the holders of any Common Units or Junior Preferred Units, the holders of the Series A 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 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 $25.00 per Series A Preferred Unit (the “Base Liquidation Preference”), plus an amount equal to any accrued and unpaid distributions (whether or not declared) to, but not including, the date of payment or the date the liquidation preference is set apart for payment (the “Liquidating Distributions”). B. b) If upon any such voluntary or involuntary liquidation, dissolution or winding up of the Partnership, the available assets of the Partnership are insufficient to pay the full amount of the Liquidating Distributions on all outstanding Series A Preferred Units and the corresponding amounts payable on all outstanding Parity Preferred Units, then the holders of Series A Preferred Units and Parity Preferred Units shall share ratably in any such distribution of assets in proportion to the full Liquidating Distributions to which they would otherwise be respectively entitled. C. c) Upon any voluntary or involuntary liquidation, dissolution or winding up of the Partnership, after payment shall have been made in full to the holders of the Series A Preferred Units and any Parity Preferred Units, any other series or class or classes of Junior Preferred Units shall be entitled to receive any and all assets remaining to be paid or distributed, and the holders of the Series A Preferred Units and any Parity Preferred Units shall not be entitled to share therein. D. 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. e) For the avoidance of doubt, the consolidation, merger or conversion of the Partnership with or into another entity, the merger of another entity with or into the Partnership, a statutory unit exchange by the Partnership or the sale, lease, transfer or conveyance of all or substantially all of the assets or business of the Partnership shall not be considered a liquidation, dissolution or winding up of the affairs of the Partnership.

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

Liquidation Preference. A. (a) Upon any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Partnership, after payment of or provision for the Partnership’s debts and liabilities and any other class or series of equity securities of the Partnership ranking, with respect to rights upon the Partnership’s voluntary or involuntary liquidation, dissolution or winding up, senior to the Series A Preferred Units and before any distribution or payment shall be made to the holders of any Common Units, Class P Units, Class R Units or Junior Preferred Units, the holders of the Series A Preferred Units then outstanding shall be entitled to be paid, or have the Partnership declare and set apart for payment, paid out of the assets of the Partnership legally available for distribution to its Partners after payment or provision for payment of all debts and other liabilities of the Partnership, a liquidation preference in cash 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 declared) Series A Preferred Return to, but not including, the date of payment or (together with the date the liquidation preference is set apart for payment (Base Liquidation Preference, the “Liquidating DistributionsDistribution”). B. (b) If upon any such voluntary or involuntary liquidation, dissolution or winding up of the Partnership, the available assets of the Partnership are insufficient to pay the full amount of the Liquidating Distributions on all outstanding Series A Preferred Units and the corresponding amounts payable on all outstanding Parity Preferred Units, then the holders of Series A Preferred Units and Parity Preferred Units shall share ratably in any such distribution of assets in proportion to the full Liquidating Distributions to which they would otherwise be respectively entitled. C. Upon any voluntary or involuntary liquidation, dissolution or winding up of the Partnership, after payment shall have been made in full to the holders of the Series A Preferred Units and any Parity Preferred Units, any other series or class or classes of Junior Preferred Units shall be entitled to receive any and all assets remaining to be paid or distributed, and the holders of the Series A Preferred Units and any Parity Preferred Units shall not be entitled to share therein. D. (c) 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. (d) For the avoidance of doubt, the consolidation, conversion or merger or conversion of the Partnership with or into another any other person, corporation, trust or entity, the merger of another entity with or into the Partnership, a statutory unit exchange by the Partnership or the sale, lease, transfer or conveyance of all or substantially all of the assets or business of the Partnership shall not be considered deemed to constitute a liquidation, dissolution or winding up of the affairs of the Partnership.

Liquidation Preference. A. Upon any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Partnership, before any distribution or payment shall be made to the holders of any Common Units or Junior Preferred Units, the holders of the Series A 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 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 $25.00 per Series A Preferred Unit (the “Base Liquidation Preference”), plus an amount equal to any accrued and unpaid distributions (whether or not declareda) to, but not including, the date of payment or the 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 are insufficient to pay the full amount of the Liquidating Distributions on all outstanding Series A Preferred Units and the corresponding amounts payable on all outstanding Parity Preferred Units, then the holders of Series A Preferred Units and Parity Preferred Units shall share ratably in any such distribution of assets in proportion to the full Liquidating Distributions to which they would otherwise be respectively entitled. C. Upon any voluntary or involuntary liquidation, dissolution or winding up of the Partnership, before any allocation of income or 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 Preferred Units shall be entitled to be allocated income and gain to effectively enable them to receive a liquidation preference (the "Liquidation Preference") of (i) $25 per Preferred Unit, plus (ii) accumulated, accrued and unpaid distributions (whether or not earned or declared) to the date of final distribution to such holders; but such holders shall not be entitled to any further allocation of income or gain. Until all holders of the 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 liquidation, dissolution or winding up of the Partnership, the assets of the Partnership, or proceeds thereof, distributable among the holders of Preferred Partnership Units shall be insufficient to pay in full the Liquidation Preference and liquidating payments on any Parity Partnership Units, then following certain allocations made by the Partnership, such assets, or the proceeds thereof, shall be distributed among the holders of Preferred Units and any such Parity Partnership Units ratably in the same proportion as the respective amounts that would be payable on such Preferred Units and any such Parity Partnership Units if all amounts payable thereon were paid in full. (c) A voluntary or involuntary liquidation, dissolution or winding up of the Partnership will not include a consolidation or merger of the Partnership with one or more partnerships, corporations or other entities, or a sale or transfer of all or substantially all of the Partnership's assets. (d) 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 and any Parity Preferred UnitsPartnership Units to enable them to receive their respective liquidation preferences, any other series or class or classes of Junior Preferred Partnership Units shall be entitled to receive any and all assets remaining to be paid or distributed, and the holders of the Series A Preferred Units and any Parity Preferred Partnership 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. A. Upon (i) In the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs Partnership, the Managing General Partner, in its capacity as holder of the Partnership, before any distribution or payment shall be made to the holders of any Common Units or Junior Series D Preferred Units, the holders of the Series A Preferred Units then outstanding shall be entitled to be paid, or have the Partnership declare and set apart for payment, receive out of the assets of the Partnership legally available for distribution to its the Partners after payment or provision for payment of all debts and other liabilities pursuant to Section 13.02.A of the Partnership, Partnership Agreement a liquidation preference in cash of $25.00 per Series A D Preferred Unit (the “Base Liquidation Preference”)Unit, plus an amount equal to any accrued accumulated and unpaid distributions (whether or not declaredearned or authorized) to, but not including, to the date of payment payment, before any distribution of assets is made to holders of Class A Units, Class B Units or any other Partnership Interests that rank junior to the date Series D Preferred Units as to the liquidation preference is set apart for payment (distribution of assets upon the “Liquidating Distributions”)liquidation, dissolution or winding up of the Partnership, but subject to the preferential rights of the holders of Partnership Interests ranking senior to the Series D Preferred Units as to the distribution of assets upon the liquidation, dissolution or winding up of the Partnership. B. (ii) If upon any such voluntary or involuntary liquidation, dissolution or winding up of the Partnership, the available assets of the Partnership legally available for distribution to its Partners are insufficient to pay make such full payment to the full amount Managing General Partner, in its capacity as the holder of the Liquidating Distributions on all outstanding Series A D Preferred Units Units, and the corresponding amounts payable on all outstanding Parity other Partnership Interests ranking on a parity with the Series D Preferred Units as to the distribution of assets upon the liquidation, dissolution or winding up of the Partnership, then the Managing General Partner, in its capacity as the holder of the Series D Preferred Units, then the and all other holders of Series A Preferred Units and Parity Preferred Units such Partnership Interests shall share ratably in any such distribution of assets in proportion to the full Liquidating Distributions liquidating distributions (including, if applicable, accumulated and unpaid distributions) to which they would otherwise be respectively entitled. C. Upon any voluntary or involuntary liquidation, dissolution or winding up of the Partnership, after payment shall have been made in full to the holders of the Series A Preferred Units and any Parity Preferred Units, any other series or class or classes of Junior Preferred Units shall be entitled to receive any and all assets remaining to be paid or distributed, and the holders of the Series A Preferred Units and any Parity Preferred Units shall not be entitled to share therein. D. (iii) After payment of the full amount of the Liquidating Distributions liquidating distributions to which they are entitled, holders the Managing General Partner, in its capacity as the holder of the Series A D Preferred Units will Units, shall have no right or claim to any of the remaining assets of the Partnership. E. For the avoidance (iv) None of doubt, the consolidation, a consolidation or merger or conversion of the Partnership with or into another entity, the a merger of another entity with or into the Partnership, a statutory unit exchange by the Partnership or the a sale, lease, transfer lease or conveyance of all or substantially all of the assets Partnership’s property or business of the Partnership shall not be considered a liquidation, dissolution or winding up of the affairs of the Partnership.

Liquidation Preference. A. Upon any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Partnership, before any distribution or payment shall be made to the holders of any Common Units or Junior Preferred Units, the holders of the Series A Preferred Units then outstanding shall be are entitled to be paid, or have the Partnership declare and set apart for payment, paid out of the assets of the Partnership legally available for distribution to its Partners partners, after payment of or provision for payment of all the Partnership’s debts and other liabilities of the Partnershipliabilities, a liquidation preference in cash 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 declaredauthorized or declared by the General Partner) to, but not including, thereon to and including the date of payment or payment, but without interest, before any distribution of assets is made to holders of Junior Units. If the date 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 legally available for distribution to partners are insufficient to pay in full the full amount of liquidation preference on the Liquidating Distributions on all outstanding Series A Preferred Units and the corresponding amounts payable liquidation preference on all outstanding Parity Preferred Units, then the holders of Series A Preferred Units and Parity Preferred Units shall share ratably in any such distribution of assets in proportion to the full Liquidating Distributions to which they would otherwise be respectively entitled. C. Upon any voluntary or involuntary liquidation, dissolution or winding up of the Partnership, after payment shall have been made in full to the holders of the Series A Preferred Units and any Parity Preferred Units, any other series or class or classes of Junior Preferred Units shall be entitled to receive any and all assets remaining distributed to be paid or distributed, and the holders of the Series A Preferred Units and any Parity Preferred Units shall be 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 each other the same ratio that the liquidation preference per Series A Preferred Unit and such Parity Preferred Units bear to each other. Written notice of any distribution in connection with any such 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 be entitled less than 30 nor more than 60 days prior to share the payment date stated therein. D. , to each record holder of the Series A 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 liquidating distributions 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. E. For the avoidance of doubt, the consolidation, . The consolidation or merger or conversion of the Partnership with or into another entity, the a merger of another entity with or into the Partnership, a statutory unit exchange by the Partnership or the a sale, lease, transfer or conveyance of all or substantially all of the assets Partnership’s property or business of the Partnership shall not be considered deemed to constitute a liquidation, dissolution or winding up of the affairs of the Partnership...

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

Liquidation Preference. A. (a) Upon any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Partnership, before any distribution or payment shall be made to the holders of any Common Units or Junior Preferred Units, the holders of the Series A Preferred Units then outstanding shall be entitled to be paid, or have the Partnership declare and set apart for paymentreceive, out of the assets of the Partnership legally available for distribution to its Partners Limited Partners, after payment of or provision for payment of all the debts and other liabilities of the PartnershipPartnership and any Senior Units, a liquidation preference in cash of $25.00 per Series A Preferred Unit (the “Base Liquidation Preference”)unit, plus an amount equal to any accrued and unpaid distributions (whether or not authorized or declared) up to, but not includingexcluding, the date of payment or payment. In the date the liquidation preference is set apart for payment (the “Liquidating Distributions”). B. If event that, upon any such voluntary or involuntary liquidation, dissolution or winding up of the Partnershipup, the available assets of the Partnership are insufficient to pay the full amount of the Liquidating Distributions liquidating distributions on all outstanding Series A Preferred Units and the corresponding amounts payable on all outstanding Parity Preferred Units, then the holders of the Series A Preferred Units and each such other Parity Preferred Units shall share ratably in any such distribution of assets in proportion to the full Liquidating Distributions liquidating distributions to which they would otherwise be respectively entitled. C. Upon any voluntary or involuntary liquidation, dissolution or winding up of the Partnership, after payment shall have been made in full to the holders of the Series A Preferred Units and any Parity Preferred Units, any other series or class or classes of Junior Preferred Units shall be entitled to receive any and all assets remaining to be paid or distributed, and the holders of the Series A Preferred Units and any Parity Preferred Units shall not be entitled to share therein. D. . After payment of the full amount of the Liquidating Distributions liquidating distributions 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. E. For the avoidance of doubt, the consolidation, . The consolidation or merger or conversion of the Partnership with or into another any other partnership, trust or entity, the merger of another entity with or into the Partnership, a statutory unit exchange by the Partnership or the voluntary sale, lease, transfer or conveyance of all or substantially all of the assets property or business of the Partnership Partnership, shall not be considered deemed to constitute a liquidation, dissolution or winding up of the affairs Partnership. (b) In determining whether a distribution (other than upon voluntary or involuntary liquidation), by distribution, redemption or other acquisition of Partnership Units or otherwise, is permitted under the Act, 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 Series A Preferred Units shall not be added to the Partnership’s total liabilities.

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

Liquidation Preference. A. Upon any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Partnership, before any distribution or payment shall be made to the holders of any Common Units or Junior Preferred Units, the holders of the Series A B Preferred Units then outstanding shall be are entitled to be paid, or have the Partnership declare and set apart for payment, paid out of the assets of the Partnership legally available for distribution to its Partners after payment or provision for payment of all debts and other liabilities of the Partnership, partners a liquidation preference in cash of $25.00 per Series A B Preferred Unit (the “Base "Liquidation Preference”"), plus an amount equal to any accrued and unpaid distributions (whether or not declared) to, but not including, with respect to the Series B Preferred Units to the date of payment payment, but without interest, before any distribution of assets is made to holders of Common Units or the date the liquidation preference is set apart for payment (the “Liquidating Distributions”). B. If upon any such voluntary other class or involuntary liquidation, dissolution or winding up series of the Partnership, the available assets of Partnership Units in the Partnership are insufficient that ranks junior to pay the full amount of the Liquidating Distributions on all outstanding Series A B Preferred Units and the corresponding amounts payable on all outstanding Parity Preferred Units, then as to liquidation rights. The Partnership will promptly provide to the holders of Series A B Preferred Units and Parity Preferred Units shall share ratably in written notice of any such distribution of assets in proportion to event triggering the full Liquidating Distributions to which they would otherwise be respectively entitled. C. Upon any voluntary or involuntary liquidation, dissolution or winding up of the Partnership, after payment shall have been made in full to the holders of the Series A Preferred Units and any Parity Preferred Units, any other series or class or classes of Junior Preferred Units shall be entitled right 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. such Liquidation Preference. After payment of the full amount of the Liquidating Distributions to which they are entitledLiquidation Preference, the holders of Series A B Preferred Units will have no right or claim to any of the remaining assets of the Partnership. E. For . If, upon any voluntary or involuntary dissolution, liquidation, or winding up of the avoidance of doubtPartnership, the consolidationamounts payable with respect to the Liquidation Preference, plus an amount equal to any accrued and unpaid distributions to the date of payment, of the Series B Preferred Units and any other units of the Partnership ranking as to any such distribution on a parity with the Series B Preferred Units are not paid in full, the holders of the Series B Preferred Units and of such other units will share ratably in any such distribution of assets of the Partnership in proportion to the full respective preference amounts to which they are entitled. The consolidation or merger or conversion of the Partnership with or into another entityany other partnership, the merger corporation, trust or entity or of another entity any other partnership or corporation with or into the Partnership, a statutory unit exchange by the Partnership or the sale, lease, transfer lease or conveyance of all or substantially all of the assets property or business of the Partnership Partnership, shall not be considered deemed to constitute a liquidation, dissolution or winding up of the affairs of the Partnership.

Liquidation Preference. A. Upon (A) In the event of any voluntary or involuntary liquidationLiquidation, dissolution or winding up subject to the prior preferences and other rights of the affairs of the Partnershipany Series A Senior Units, before any payment or distribution of the assets of the Partnership (whether capital or payment surplus) shall be made to or set apart for the holders of any Common Units or Series A Junior Preferred Units, the holders of the Series A Preferred Units then outstanding shall be entitled to be paid, or have receive One Thousand Dollars ($1,000.00) (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 $25.00 “Series A Liquidation Preference”) per Series A Preferred Unit (the “Base Liquidation Preference”), plus an amount equal to any accrued and unpaid all distributions (whether or not earned or declared) to, but not including, accrued and unpaid thereon to the date of payment or the date the liquidation preference is set apart for payment (the “Liquidating Distributions”). B. If final distribution to such holders; but such holders shall not be entitled to any further payment. If, upon any such voluntary or involuntary liquidationLiquidation, dissolution or winding up the assets of the Partnership, or proceeds thereof, distributable among the available assets holders of the Partnership are insufficient to pay the full amount of the Liquidating Distributions on all outstanding Series A Preferred Units and all Series A Parity Units shall be insufficient to pay in full the corresponding amounts payable preferential amount aforesaid and liquidating payments on all outstanding 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 Series A Preferred Units and any such other Series A Parity Units ratably in accordance with the respective amounts that would be payable on such Series A Preferred Units shall share ratably in and any such distribution of assets other Series A Parity Units if all amounts payable thereon were paid in proportion full. (B) Subject to the full Liquidating Distributions to which they would otherwise be respectively entitled. C. Upon rights of the holders of any voluntary Series A Parity Units or involuntary 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 and any Parity Preferred Units, as provided in this Section 5, 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 Preferred Units shall shall, subject to the respective terms and provisions (if any) applying thereto, be entitled to receive any and all assets remaining to be paid or distributed, and the holders of the Series A Preferred Units 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. A. Upon (a) In the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Partnershipdissolution, before any distribution or payment shall be made to the holders of any Common Units or Junior Preferred Units, the holders of the Series A 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 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 $25.00 per Series A Preferred Unit (the “Base Liquidation Preference”), plus an amount equal to any accrued and unpaid distributions (whether or not declared) to, but not including, the date of payment or the date the 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, whether voluntary or involuntary, before any payment or distribution of the available assets of the Partnership are shall be made to or set apart for the holders of any other class or series of Limited Partnership Interest ranking junior to the Series A-1 Preferred Units, the Series A-1 Holders shall be entitled to receive the Series A-1 Liquidation Preference, plus an amount equal to all distributions declared and unpaid thereon to the date of final distribution. If, upon any such liquidation, dissolution, or winding up of the Partnership the assets of the Partnership, or proceeds thereof, distributable to the Series A-1 Holders shall be insufficient to pay in full the full preferential amount of aforesaid as liquidating payments on any other Partnership Securities ranking on a parity with the Liquidating Distributions on all outstanding Series A A-1 Preferred Units as to such distribution, then such assets, or the proceeds thereof, shall be distributed among the Series A-1 Preferred Units and the corresponding holders of any such other Partnership Securities ratably in accordance with the respective amounts that would be payable on such Series A-1 Preferred Units and any such other Partnership Securities if all amounts payable on thereon were paid in full. For the purposes of this Section 5, (i) a 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 outstanding Parity Preferred Unitsor substantially all of the Partnership’s or General Partner’s assets shall not be deemed to be a liquidation, then dissolution, or winding up, voluntary or involuntary, of the Partnership or General Partner. In making liquidating distributions pursuant to any applicable provision of the Agreement, the General Partner shall take into account the provisions of this Section 5. (b) Subject to the rights of the holders of Partnership Securities of any series or class ranking on a parity with or senior to the Series A A-1 Preferred Units and Parity Preferred Units shall share ratably in upon any such distribution of assets in proportion to the full Liquidating Distributions to which they would otherwise be respectively entitled. C. Upon any voluntary or involuntary liquidation, dissolution dissolution, or winding up of the Partnership, after payment shall have been made in full to the holders Series A-1 Holders as provided in this Section 5, any class or series of Limited Partnership Interest ranking junior to the Series A A-1 Preferred Units shall, subject to any respective terms and any Parity Preferred Unitsprovisions applying thereto, any other series or class or classes of Junior Preferred Units shall be entitled to receive any and all assets remaining to be paid or distributed, and the holders of the Series A Preferred Units and any Parity Preferred Units A-1 Holders 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. A. Upon In the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Partnership (a “Liquidation”), each of the holders of the then outstanding Series A Preferred Units shall be entitled to be paid out of the Partnership, ’s assets available for distribution to its Partners before any payment or distribution of the Partnership’s assets (whether capital or payment surplus) shall be made to or set apart for the holders of any Junior Units 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 or Junior 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 UnitsUnits 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 then outstanding shall will not be entitled to be paid, or have the Partnership declare and set apart for payment, out any further participation in any distribution 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 by the Partnership, a liquidation preference in cash 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 declared) to, but not including, the date of payment or the date the liquidation preference is set apart for payment (the “Liquidating Distributions”). B. If upon Upon any such voluntary or involuntary liquidationLiquidation, dissolution or winding up of the Partnership, the available assets of the Partnership are insufficient to pay the full amount of the Liquidating Distributions on all outstanding Series A Preferred Units and the corresponding amounts payable on all outstanding Parity Preferred Units, then after the holders of Series A Preferred Units and Parity Preferred Units shall share ratably in any such distribution of assets in proportion to the full Liquidating Distributions to which they would otherwise be respectively entitled. C. Upon any voluntary or involuntary liquidation, dissolution or winding up of the Partnership, after payment shall have been made paid in full in accordance with Section 3(A) above, the remaining assets of the Partnership shall be distributed to the holders of the Series A Preferred Units and any Parity Preferred Junior Units, any other series or class or classes of Junior Preferred Units shall be entitled to receive any and all assets remaining to be paid or distributed, and the holders of the Series A Preferred Units and any Parity Preferred Units shall not be entitled to share therein. D. After payment of the full amount of the Liquidating Distributions to which 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. C. For the avoidance purposes of doubtthis Section 3, neither (i) the consolidation, merger or conversion of the Partnership with or into another entity, the merger of another entity with or into the Partnership, a statutory unit exchange by the Partnership or the voluntary sale, lease, conveyance, exchange or transfer (for cash, shares, securities or conveyance other consideration) of all or substantially all of the Partnership’s property or assets nor (ii) the merger or other business combination of the Partnership with one or more Persons shall not be considered deemed to be a liquidation, dissolution or winding up of the affairs of the PartnershipLiquidation.

Liquidation Preference. A. Upon any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Partnership, before any distribution or payment shall be made to the holders of any Common Units or Junior Preferred Units, the holders of the Series A 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 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 $25.00 per Series A Preferred Unit (the “Base Liquidation Preference”), plus an amount equal to any accrued and unpaid distributions (whether or not declareda) to, but not including, the date of payment or the 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 are insufficient to pay the full amount of the Liquidating Distributions on all outstanding Series A Preferred Units and the corresponding amounts payable on all outstanding Parity Preferred Units, then the holders of Series A Preferred Units and Parity Preferred Units shall share ratably in any such distribution of assets in proportion to the full Liquidating Distributions to which they would otherwise be respectively entitled. C. Upon any voluntary or involuntary liquidation, dissolution or winding up of the Partnership, before any allocation of income or 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 Preferred Units shall be entitled to be allocated income and gain to effectively enable them to receive a liquidation preference (the "Liquidation Preference") of (i) $25 per Preferred Unit, plus (ii) accumulated, accrued and unpaid distributions (whether or not earned or declared) to the date of final distribution to such holders; but such holders shall not be entitled to any further payment or allocation. Until all holders of the 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 liquidation, dissolution or winding up of the Partnership, the assets of the Partnership, or proceeds thereof, distributable among the holders of Preferred Partnership Units shall be insufficient to pay in full the Liquidation Preference and liquidating payments on any Parity Partnership Units, then following certain allocations made by the Partnership, such assets, or the proceeds thereof, shall be distributed among the holders of Preferred Units and any such Parity Partnership Units ratably in the same proportion as the respective amounts that would be payable on such Preferred Units and any such Parity Partnership Units if all amounts payable thereon were paid in full. (c) A voluntary or involuntary liquidation, dissolution or winding up of the Partnership will not include a consolidation or merger of the Partnership with one or more partnerships, corporations or other entities, or a sale or transfer of all or substantially all of the Partnership's assets. (d) 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 and any Parity Preferred UnitsPartnership Units to enable them to receive their respective liquidation preferences, any other series or class or classes of Junior Preferred Partnership Units shall be entitled to receive any and all assets remaining to be paid or distributed, and the holders of the Series A Preferred Units and any Parity Preferred Partnership 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. A. (a) Upon any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Partnership, before any distribution or payment shall be made to the holders of any Common Units Class A Units, Class B Units, LTIP Units, or Junior Preferred Units, the holders of the 5.000% Series A 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 legally available for distribution to its Partners after payment or provision for payment of all debts and other liabilities of the PartnershipPartnership and any liquidation preference owing in respect of any Senior Preferred Units, a liquidation preference in cash of $25.00 per Series A Preferred Unit or property at fair market value, as determined by the General Partner, the sum of: (i) the “Base Initial Liquidation Preference”, (ii) the HPA Amount (if positive), plus and (iii) an amount per unit equal to any accrued and unpaid distributions (whether or not declared) to, but not includingexcluding, the date of payment or the date the liquidation preference amount for payment is set apart for payment (the “Liquidating DistributionsFinal Liquidation Preference”). B. (b) If upon any such voluntary or involuntary liquidation, dissolution or winding up of the Partnership, the available assets of the Partnership are insufficient to pay the full amount of the Liquidating Distributions Final Liquidation Preference on all outstanding 5.000% Series A B Participating Preferred Units and the corresponding amounts payable on all outstanding Parity Preferred Units, then the holders of 5.000% Series A B Participating Preferred Units and Parity Preferred Units shall share ratably in any such distribution of assets in proportion to the full Liquidating Distributions amount of the Final Liquidation Preference to which they would otherwise be respectively entitled. C. (c) Until September 30, 2020, the HPA Amount payable upon any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Partnership, shall be subject to a cap as provided in Section 6(e) of the Articles Supplementary. (d) Upon any voluntary or involuntary liquidation, dissolution or winding up of the Partnership, after payment shall have been made in full to the holders of the 5.000% Series A B Participating Preferred Units and any Parity Preferred Units, any other series or class or classes of Junior Preferred Units shall be entitled to receive any and all assets remaining to be paid or distributed, and the holders of the 5.000% Series A B Participating Preferred Units and any Parity Preferred Units shall not be entitled to share therein. D. (e) After payment of the full amount of the Liquidating Distributions Final Liquidation Preference to which they are entitled, holders of 5.000% Series A B Participating Preferred Units will have no right or claim to any of the remaining assets of the Partnership. E. (f) For the avoidance of doubt, the consolidation, consolidation or merger or conversion of the Partnership with or into another entity, the merger of another entity with or into the Partnership, a statutory unit exchange by the Partnership or the sale, lease, transfer or conveyance of all or substantially all of the assets or business of the Partnership shall not be considered a liquidation, dissolution or winding up of the affairs of the Partnership. (g) Notice of liquidation, dissolution or winding up of the Partnership shall be consistent with the notice procedures set forth in Section 5(d) of the Articles Supplementary.

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

Liquidation Preference. A. (a) Upon any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Partnership, before any distribution or payment shall be made to the holders of any Common Units or Junior Preferred Units, the holders of the Series A 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 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 $25.00 per Series A Preferred Unit (the “Base Liquidation Preference”)Unit, plus an amount equal to any accrued and unpaid distributions (whether or not declared) to, but not including, the date of payment or the date the liquidation preference is set apart for payment (the “Liquidating Distributions”). B. (b) If upon any such voluntary or involuntary liquidation, dissolution or winding up of the Partnership, the available assets of the Partnership are insufficient to pay the full amount of the Liquidating Distributions on all outstanding Series A Preferred Units and the corresponding amounts payable on all outstanding Parity Preferred Units, then the holders of Series A Preferred Units and Parity Preferred Units shall share ratably in any such distribution of assets in proportion to the full Liquidating Distributions to which they would otherwise be respectively entitled. C. (c) Upon any voluntary or involuntary liquidation, dissolution or winding up of the Partnership, after payment shall have been made in full to the holders of the Series A Preferred Units and any Parity Preferred Units, any other series or class or classes of Junior Preferred Units shall be entitled to receive any and all assets remaining to be paid or distributed, and the holders of the Series A Preferred Units and any Parity Preferred Units shall not be entitled to share therein. D. (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. (e) For the avoidance of doubt, the consolidation, consolidation or merger or conversion of the Partnership with or into another entity, the merger of another entity with or into the Partnership, a statutory unit exchange by the Partnership or the sale, lease, transfer or conveyance of all or substantially all of the assets or business of the Partnership shall not be considered a liquidation, dissolution or winding up of the affairs of the Partnership.

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

Liquidation Preference. A. a. Upon any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Partnership, before any distribution or payment shall be made to the holders of any Common Units or Junior any other class or series of Partnership Units ranking, as to rights upon any voluntary or involuntary liquidation, dissolution or winding up of the Partnership, junior to the Series A Preferred Units, the holders of the Series A Preferred Units then outstanding shall be entitled to be paid, or have the Partnership declare and set apart for payment, paid out of the assets of the Partnership legally available for distribution to its Partners unitholders, after payment of or provision for payment of all the debts and other liabilities of the Partnership, a liquidation preference in cash of $25.00 per Series A Preferred Unit (the “Base Liquidation Preference”)unit, plus an amount equal to any accrued and unpaid distributions (whether or not declared) to, up to but not including, excluding the date of payment or payment. In the date the liquidation preference is set apart for payment (the “Liquidating Distributions”). B. If event that, upon any such voluntary or involuntary liquidation, dissolution or winding up of the Partnershipup, the available assets of the Partnership are insufficient to pay the full amount of the Liquidating Distributions liquidating distributions on all outstanding Series A Preferred Units and the corresponding amounts payable on all outstanding Parity other classes or series of Partnership Units ranking, as to liquidation rights, on parity with the Series A Preferred UnitsUnits in the distribution of assets, then the holders of the Series A Preferred Units and Parity the holders of each such other class or series of Partnership Units ranking, as to rights upon any voluntary or involuntary liquidation, dissolution or winding up, on parity with the Series A Preferred Units shall share ratably in any such distribution of assets in proportion to the full Liquidating Distributions liquidating distributions to which they would otherwise be respectively entitled. C. Upon any voluntary or involuntary liquidation, dissolution or winding up . After payment of the Partnership, after payment shall have been made in full amount of the liquidating distributions to which the holders of the Series A Preferred Units and any Parity Preferred Unitsare entitled, any other series or class or classes of Junior Preferred Units shall be entitled to receive any and all assets remaining to be paid or distributed, and the holders of the Series A Preferred Units and any Parity Preferred Units shall not be entitled to share therein. D. After payment of the full amount of the Liquidating Distributions to which 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, . The consolidation or merger or conversion of the Partnership with or into another any other corporation, trust or entity, the merger of another entity with or into the Partnership, a statutory unit exchange by the Partnership or the voluntary sale, lease, transfer or conveyance of all or substantially all of the assets property or business of the Partnership Partnership, shall not be considered deemed to constitute a liquidation, dissolution or winding up of the affairs Partnership within the meaning of the Partnershipthis Section 4.

Liquidation Preference. A. Upon any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Partnership, before any distribution or payment shall be made to the holders of any Common Units or Junior Preferred Units, the holders of the Series A 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 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 $25.00 per Series A Preferred Unit (the “Base Liquidation Preference”), plus an amount equal to any accrued and unpaid distributions (whether or not declaredi) to, but not including, the date of payment or the 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 are insufficient to pay the full amount of the Liquidating Distributions on all outstanding Series A Preferred Units and the corresponding amounts payable on all outstanding Parity Preferred Units, then the holders of Series A Preferred Units and Parity Preferred Units shall share ratably in any such distribution of assets in proportion to the full Liquidating Distributions to which they would otherwise be respectively entitled. C. Upon any voluntary or involuntary liquidation, dissolution or winding up of the Partnership, after before any distribution or payment shall have been be made in full to or set apart for the holders of any Junior Units, Ashford OP Limited Partner LLC, in its capacity as holder of the Series A L Preferred Units and any Parity Preferred Partnership Units, any other series or class or classes of Junior Preferred Units shall be entitled to receive a liquidation preference distribution equal to the Stated Value per Series L Preferred Partnership Unit, plus an amount equal to all accumulated, accrued and unpaid Preferred Return to, but not including, the date of final distribution, but Ashford OP Limited Partner LLC shall not be entitled to any further payment with respect thereto. If upon any liquidation, dissolution or winding up of the Partnership, its assets, or proceeds thereof, distributable among Ashford OP Limited Partner LLC, in its capacity as the holder of the Series L Preferred Partnership Units, shall be insufficient to pay in full the above described preferential distribution and all assets remaining to liquidating distributions on any other series of Parity Units, then such assets, or the proceeds thereof, shall be paid or distributeddistributed among Ashford OP Limited Partner LLC, in its capacity as the holder of the Series L Preferred Partnership Units, and the holders of any such other Parity Units ratably in the same proportion as the respective amounts that would be payable on such Series A L Preferred Partnership Units and any such other Parity Preferred Units shall not be entitled to share thereinif all amounts payable thereon were paid in full. D. After (ii) Upon any liquidation, dissolution or winding up of the affairs of the Partnership, after payment of the full amount of liquidating distributions have been made to Ashford OP Limited Partner LLC, in its capacity as the Liquidating Distributions to which they are entitledholder of the Series L Preferred Partnership Units, holders of the Series A L Preferred Partnership Units will shall have no right or claim to any of the remaining assets of the Partnership. E. For the avoidance (iii) None of doubt, the consolidation, a consolidation or merger or conversion of the Partnership with or into another any other corporation, trust or other entity, the a consolidation or merger of another any other corporation, trust or other entity with or into the Partnership, a statutory unit exchange by the Partnership or the a sale, lease, transfer or conveyance of all any or substantially all of the Partnership’s assets or business of the Partnership shall not be considered deemed to constitute a liquidation, dissolution or winding up of the affairs of the Partnership.

Liquidation Preference. A. Upon (i) In the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of Partnership or the PartnershipGeneral Partner, whether voluntary or involuntary, before any payment or distribution or payment of the assets of the Partnership shall be made to or set apart for the holders of any Common Units or Junior Preferred Units, the holders of the Series A 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 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 receive Ten Dollars ($25.00 10.00) per Series A Preferred Unit (the “Base Liquidation Preference”), ) plus an amount equal to any accrued and unpaid all distributions (whether or not declared) to, but not including, accumulated and unpaid thereon to the date of payment or final distribution to such holder; but the date the liquidation preference is set apart for payment (the “Liquidating Distributions”). B. If holders of Series A Preferred Units shall not be entitled to any further payment. If, upon any such voluntary or involuntary liquidation, dissolution or winding up of the PartnershipPartnership or the General Partner, the available assets of the Partnership are insufficient Partnership, or proceeds thereof, distributable to pay the full amount of the Liquidating Distributions on all outstanding Series A Preferred Units and the corresponding amounts payable on all outstanding Parity Preferred Units, then the holders of Series A Preferred Units, shall be insufficient to pay in full the preferential amount aforesaid and liquidating payments on any other Parity Units, then such assets, or the proceeds thereof, shall be distributed among the holders of such Series A Preferred Units, and the holders of any such other Parity Units ratably in accordance with the respective amounts that would be payable on such Series A Preferred Units and any such other Parity Units if all amounts payable thereon were paid in full. For the purposes of this Section C, (i) a consolidation or merger of the 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 General Partner. (ii) Subject to the rights of the holders of Partnership Units of any series or class or classes of shares ranking on a parity with or prior to the Series A Preferred Units shall share ratably in upon any such distribution of assets in proportion to the full Liquidating Distributions to which they would otherwise be respectively entitled. C. Upon any voluntary or involuntary liquidation, dissolution or winding up of the General Partner or 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, any other series or class or classes of Junior Preferred Units shall 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 and Units, 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, 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 will have no right or claim to any of the remaining assets of the Partnershipand Common Units, on a pro rata, as-if converted, basis. E. For (iii) Notwithstanding anything to the avoidance of doubtcontrary herein, upon 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 Partnership or the General Partner, after payment shall have been made in full to the holders of the PartnershipSeries A Preferred Units, as provided in this Section C, the Common Units shall be entitled to the payment of the Common Unit Accumulated Amount plus $10.00 per Common Unit, calculated as of the date of such distribution, pro rata among those Persons who hold Common Units. For purposes hereof, the “Common Unit Accumulated Amount” means, as of any date (x) the sum of all amounts previously distributed to holders of Series A Preferred Units pursuant to Section 2(B) less (y) the sum of all amounts previously distributed to holders of Common Units (excluding Common Units that were converted from Series A Preferred Units prior to such distribution).

Liquidation Preference. A. (i) Upon any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Partnership, before any payment or distribution or payment shall be made to or set apart for the holders of any Common Units or Junior Preferred Units, the holders Ashford OP Limited Partner LLC, in its capacity as holder of the Series A Preferred Units then outstanding Partnership Units, shall be entitled to be paid, or have the Partnership declare and set apart for payment, out of the assets of the Partnership legally available for distribution to its Partners after payment or provision for payment of all debts and other liabilities of the Partnership, receive a liquidation preference in cash distribution of $25.00 per Series A Preferred Unit (the “Base Liquidation Preference”)Partnership Unit, plus an amount equal to any all accumulated, accrued and unpaid distributions (whether or not declared) to, but not including, Preferred Return to the date of final distribution, but Ashford OP Limited Partner LLC shall not be entitled to any further payment or the date the liquidation preference is set apart for payment (the “Liquidating Distributions”). B. with respect thereto. If upon any such voluntary or involuntary liquidation, dissolution or winding up of the Partnership, its assets, or proceeds thereof, distributable among Ashford OP Limited Partner LLC, in its capacity as the available assets holder of the Series A Preferred Partnership are Units, shall be insufficient to pay in full the full amount above described preferential distribution and liquidating distributions on any other series of Parity Units, then such assets, or the proceeds thereof, shall be distributed among Ashford OP Limited Partner LLC, in its capacity as the holder of the Liquidating Distributions on all outstanding Series A Preferred Units and the corresponding amounts payable on all outstanding Parity Preferred Partnership Units, then and the holders of any such other Parity Units ratably in the same proportion as the respective amounts that would be payable on such Series A Preferred Partnership Units and Parity Preferred Units shall share ratably in any such distribution of assets other Parity Units if all amounts payable thereon were paid in proportion to the full Liquidating Distributions to which they would otherwise be respectively entitledfull. C. (ii) Upon any voluntary or involuntary liquidation, dissolution or winding up of the Partnership, after payment shall have been made in full to Ashford OP Limited Partner LLC, in its capacity as the holder of the Series A Preferred Partnership Units, holders of the Series A Preferred Units and any Parity Preferred Units, any other series or class or classes of Junior Preferred Partnership Units shall be entitled to receive any and all assets remaining to be paid or distributed, and the holders of the Series A Preferred Units and any Parity Preferred Units shall not be entitled to share therein. D. After payment of the full amount of the Liquidating Distributions to which 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 (iii) None of doubt, the consolidation, a consolidation or merger or conversion of the Partnership with or into another entity, the a merger of another entity with or into the Partnership, a statutory unit exchange by the Partnership or the a sale, lease, transfer lease or conveyance of all or substantially all of the assets Partnership’s property or business of the Partnership shall not be considered a liquidation, dissolution or winding up of the affairs of the Partnership.

Liquidation Preference. A. Upon (i) In the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of Partnership or the PartnershipGeneral Partner, whether voluntary or involuntary, before any payment or distribution or payment shall be made to the holders of any Common Units or Junior Preferred Units, the holders of the Series A 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 legally available shall be made to or set apart for distribution to the holders of Junior Units, the General Partner, in its Partners after payment or provision for payment of all debts and other liabilities capacity as the holder of the PartnershipSeries C Preferred Units, a liquidation preference in cash of shall be entitled to receive Twenty-Five Dollars ($25.00 25.00) per Series A C Preferred Unit (the “Base Liquidation Preference”), ) plus an amount equal to any accrued and unpaid all distributions (whether or not earned or declared) to, but not including, accrued and unpaid thereon to the date of payment or final distribution to the date General Partner, in its capacity as such holder; but the liquidation preference is set apart for payment (General Partner, in its capacity as the “Liquidating Distributions”). B. If holder of Series C Preferred Units, shall not be entitled to any further payment. If, upon any such voluntary or involuntary liquidation, dissolution or winding up of the PartnershipPartnership or the General Partner, the available assets of the Partnership are Partnership, or proceeds thereof, distributable to the General Partner, in its capacity as the holder of Series C Preferred Units, shall be insufficient to pay in full the full preferential amount aforesaid and liquidating payments on any other units of the Liquidating Distributions Partnership ranking on all outstanding a parity with the Series A C Preferred Units as to such distribution, then such assets, or the proceeds thereof, shall be distributed among the General Partner, in its capacity as the holder of such Series C Preferred Units, and the holders of any such other units ratably in accordance with the respective amounts that would be payable on such Series C Preferred Units and the corresponding any such other units if all amounts payable on thereon were paid in full. For the purposes of this Section C, (i) a 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 outstanding Parity Preferred Unitsor substantially all of the Partnership’s or the General Partner’s assets, then shall not be deemed to be a liquidation, dissolution or winding up, voluntary or involuntary, of the Partnership or General Partner. (ii) Subject to the rights of the holders of Partnership Units of any series or class or classes of shares ranking on a parity with or prior to the Series A C Preferred Units and Parity Preferred Units shall share ratably in upon any such distribution of assets in proportion to the full Liquidating Distributions to which they would otherwise be respectively entitled. C. Upon any voluntary or involuntary liquidation, dissolution or winding up of the 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 Preferred Units and any Parity C Preferred Units, as provided in this Section, any other series or class or classes of Junior Preferred Units shall 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 and any Parity Preferred Units 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. A. (a) Upon any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Partnership, before any distribution or payment shall be made to the holders of any Common Units or Junior Series B Preferred Units, the holders of the Series A Preferred Partnership Units then outstanding shall be are entitled to be paid, or have the Partnership declare and set apart for payment, paid out of the assets of the Partnership legally available for distribution to its Partners after payment or provision for payment of all debts and other liabilities of the Partnership, partners a liquidation preference in cash of $25.00 per Series A Preferred Unit (the “Base Liquidation Preference”)share, plus an amount equal to any accrued and unpaid distributions (whether or not declared) to, but not including, to the date of payment or the date the liquidation preference is set apart for payment (the “Liquidating Distributions”). B. If upon payment, before any such voluntary or involuntary liquidation, dissolution or winding up of the Partnership, the available assets of the Partnership are insufficient to pay the full amount of the Liquidating Distributions on all outstanding Series A Preferred Units and the corresponding amounts payable on all outstanding Parity Preferred Units, then the holders of Series A Preferred Units and Parity Preferred Units shall share ratably in any such distribution of assets in proportion is made to holders of Common Units or any other class or series of Partnership Units that ranks junior to the full Liquidating Distributions Series B Preferred Partnership Units as to which they would otherwise be respectively entitled. C. Upon any voluntary or involuntary liquidation, dissolution or winding up of the Partnership, after payment shall have been made in full to the holders of the Series A Preferred Units and any Parity Preferred Units, any other series or class or classes of Junior Preferred Units shall be entitled to receive any and all assets remaining to be paid or distributed, and the holders of the Series A Preferred Units and any Parity Preferred Units shall not be entitled to share therein. D. liquidation rights. After payment of the full amount of the Liquidating Distributions liquidating distributions to which they are entitled, the holders of Series A B Preferred Partnership Units will have no right or claim to any of the remaining assets of the Partnership. E. For (b) In the avoidance of doubtevent that, upon any such voluntary or involuntary liquidation, dissolution or winding up, the available assets of the Partnership are insufficient to pay the amount of the liquidating distributions on all outstanding Series B Preferred Partnership Units and the corresponding amounts payable on all Partnership Units of other classes or series of Partnership Units ranking on a parity with the Series B Preferred Partnership Units in the distribution of assets, then the holders of the Series B Preferred Partnership Units and all other such classes or series of Partnership Units shall share ratably in any such distribution of assets in proportion to the full liquidating distributions to which they would otherwise be respectively entitled. (c) Written notice of any such liquidation, dissolution or winding up of the Partnership, stating the payment date or dates when, and the place or places where, the amounts distributable in such circumstances shall be payable, shall be given by first class mail, postage pre-paid, not less than 30 nor more than 60 days prior to the payment date stated therein, to each record holder of the Series B Preferred Partnership Units at the respective addresses of such holders as the same shall appear in the books and records of the Partnership. (d) The consolidation, combination or merger or conversion of the Partnership with or into another entityany other corporation, the partnership or entity or consolidation or merger of another entity any other corporation with or into the Partnership, a statutory unit exchange by the Partnership or the sale, lease, transfer lease or conveyance of all or substantially all of the assets Partnership’s assets, property or business of the Partnership or any statutory share exchange, shall not be considered deemed to constitute a liquidation, dissolution or winding up of the affairs of the Partnership.

Liquidation Preference. A. a. Upon any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Partnership, after payment of or provision for the Partnership’s debts and liabilities and any other class or series of equity securities of the Partnership ranking, with respect to rights upon the Partnership’s voluntary or involuntary liquidation, dissolution or winding up, senior to the Series A Preferred Units and before any distribution or payment shall be made to the holders of any Common Units or Junior Preferred Units, the holders of the Series A Preferred Units then outstanding shall be entitled to be paid, or have the Partnership declare and set apart for payment, paid out of the assets of the Partnership legally available for distribution to its Partners after payment or provision for payment of all debts and other liabilities of the Partnership, a liquidation preference in cash 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 declared) Series A Preferred Return to, but not including, the date of payment or (together with the date the liquidation preference is set apart for payment (Base Liquidation Preference, the “Liquidating DistributionsDistribution”). B. b. If upon any such voluntary or involuntary liquidation, dissolution or winding up of the Partnership, the available assets of the Partnership are insufficient to pay the full amount of the Liquidating Distributions on all outstanding Series A Preferred Units and the corresponding amounts payable on all outstanding Parity Preferred Units, then the holders of Series A Preferred Units and Parity Preferred Units shall share ratably in any such distribution of assets in proportion to the full Liquidating Distributions to which they would otherwise be respectively entitled. C. Upon any voluntary or involuntary liquidation, dissolution or winding up of the Partnership, after payment shall have been made in full to the holders of the Series A Preferred Units and any Parity Preferred Units, any other series or class or classes of Junior Preferred Units shall be entitled to receive any and all assets remaining to be paid or distributed, and the holders of the Series A Preferred Units and any Parity Preferred Units shall not be entitled to share therein. D. c. 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. d. For the avoidance of doubt, the consolidation, merger or conversion of the Partnership with or into another entity, the merger of another entity with or into the Partnership, a statutory unit exchange by the Partnership or the sale, lease, transfer or conveyance of all or substantially all of the assets or business of the Partnership shall not be considered a liquidation, dissolution or winding up of the affairs of the Partnership.

Liquidation Preference. A. Upon (a) In the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Partnership, whether voluntary or involuntary, before any payment or distribution of the Partnership (whether capital, surplus or payment otherwise) shall be made to or set apart for the holders holder of any Common Units or Junior Preferred Partnership Units, the holders of the Series A C Partnership Preferred Units then outstanding shall be entitled to be paid, or have receive the Partnership declare and set apart for payment, out of the assets of the Partnership legally available for distribution to its Partners after payment or provision for payment of all debts and other liabilities of the Partnership, a liquidation preference in cash of $25.00 greater of: (x) Twenty-Five Dollars($25.00) per Series A Preferred Unit (the “Base Liquidation Preference”)C Partnership Unit, plus an amount per Series C Partnership Preferred Unit equal to any accrued and unpaid distributions all dividends (whether or not declared) toaccumulated, but not including, accrued and unpaid on one share of Series C Preferred Stock to the date of payment final distribution to such holders; or (y) the date the liquidation preference is set apart for payment 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 “Liquidating DistributionsLiquidation Preference”). B. If ; but such holders shall not be entitled to any further payment. Until the holders of the Series C Partnership Preferred Units have been paid the Liquidation Preference in full, no payment shall be made to any holder of Junior Partnership Units upon the liquidation, dissolution or winding up of the Partnership. If, upon any such voluntary or involuntary liquidation, dissolution or winding up of the Partnership, the available assets of the Partnership are insufficient to pay the full amount of the Liquidating Distributions on all outstanding Series A Preferred Units and the corresponding amounts payable on all outstanding Parity Preferred UnitsPartnership, then or proceeds thereof, distributable among the holders of Series A C Partnership Preferred Units shall be insufficient to pay in full the preferential amount aforesaid and liquidating payments on any Parity Partnership Units, then such assets, or the proceeds thereof, shall be distributed among the holders of Series C Partnership Preferred Units and any such Parity Partnership Units ratably in the same proportion as the respective amounts that would be payable on such Series C Partnership Preferred Units shall share ratably in and any such distribution other Parity Partnership Units if all amounts payable thereon were paid in full. For the purposes of assets this Section 4, the occurrence of an event described in proportion to paragraph (ii) of the full Liquidating Distributions to which they would otherwise definition of Change of Control shall be respectively entitleddeemed a liquidation, dissolution or winding up, voluntary or involuntary, of the Partnership, unless waived in writing by a majority in interest of the holders of the Series C Partnership Preferred Units. C. (b) 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 Partnership Preferred Units and any Parity Preferred Partnership Units, as provided in this Section 4, any other series or class or classes of Junior Preferred Partnership Units shall shall, subject to the respective terms thereof, be entitled to receive any and all assets remaining to be paid or distributed, and the holders of the Series A C Partnership Preferred Units and any Parity Preferred Partnership 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. A. Upon (a) In the event of any liquidation, dissolution or winding-up of the Operating Partnership, whether voluntary or involuntary, before any payment or distribution of the Operating Partnership’s assets shall be made to or set apart for the holders of Junior Units, holders of Series I Preferred Units shall be entitled to receive $50.00 per unit of Series I Preferred Units (the “Liquidation Preference”) plus an amount equal to all distributions (whether or not declared) accumulated and unpaid thereon to the date of final distribution to such holders, but shall not be entitled to any further payment or other participation in any distribution of the assets of the Operating Partnership. If, upon any liquidation, dissolution or winding-up of the Operating Partnership, the Operating Partnership’s assets, or proceeds thereof, distributable among the holders of Series I Preferred Units are insufficient to pay in full the preferential amount aforesaid and liquidating payments on any Parity Units, then such assets, or the proceeds thereof, shall be distributed among the holders of the Series I Preferred Units and any other Parity Units ratably in proportion to the respective amounts that would be payable on such Series I Preferred Units and any such other Parity Units if all amounts payable thereon were paid in full. (b) Neither the voluntary sale, conveyance, exchange or transfer, for cash, shares of stock, securities or other consideration, of all or substantially all of the Operating Partnership’s property or assets, nor the consolidation, merger or amalgamation of the Operating Partnership with or into any person or the consolidation, merger or amalgamation of any person with or into the Operating Partnership shall be deemed to be a voluntary or involuntary liquidation, dissolution or winding winding-up of the affairs of the Operating Partnership, before any distribution or payment shall be made to the holders of any Common Units or Junior Preferred Units, the holders of the Series A 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 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 $25.00 per Series A Preferred Unit (the “Base Liquidation Preference”), plus an amount equal to any accrued and unpaid distributions (whether or not declared) to, but not including, the date of payment or the date the 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 are insufficient to pay the full amount of the Liquidating Distributions on all outstanding Series A Preferred Units and the corresponding amounts payable on all outstanding Parity Preferred Units, then the holders of Series A Preferred Units and Parity Preferred Units shall share ratably in any such distribution of assets in proportion to the full Liquidating Distributions to which they would otherwise be respectively entitled. C. Upon any voluntary or involuntary liquidation, dissolution or winding up of the Partnership, after (c) After payment shall have has been made in full to the holders of the Series A Preferred Units and any Parity I Preferred Units, any other series or class or classes of Junior Preferred Units shall be entitled to receive any and all assets remaining to be paid or distributed, and the holders of the Series A Preferred Units and any Parity Preferred Units shall not be entitled to share therein. D. After payment of the full amount of the Liquidating Distributions to which they are entitledas provided in this Section 5, holders of Series A I Preferred Units will shall have no right or claim to any of the remaining assets of the Operating 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. A. (a) Upon any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Partnership, before any distribution or payment shall be made to the holders of any Common Units or Junior Preferred Units, the holders of the Series A Preferred Units then outstanding shall be are entitled to be paid, or have the Partnership declare and set apart for payment, paid out of the assets of the Partnership legally available for distribution to its Partners after payment or provision for payment of all debts and other liabilities of the Partnership, a liquidation preference in cash of (x) $25.00 25 per Series A Preferred Unit (the “Series A Base Liquidation Preference”), plus an amount equal to any accrued all accumulated and unpaid distributions (whether or not declared) to, but not including, the date of payment the redemption, in cash or property at its fair market value as determined by the date the liquidation preference General Partner before any distribution of assets is set apart for payment (the “Liquidating Distributions”)made to Common Units or Junior Preferred Units. B. (b) If upon any such voluntary or involuntary liquidation, dissolution or winding up of the Partnership, the available assets of the Partnership are insufficient to pay Partnership, or proceeds thereof, distributable among the full amount holders of the Liquidating Distributions on all outstanding Series A Preferred Units shall be insufficient to pay in full the above described preferential amount and the corresponding amounts payable liquidating payments on all outstanding any other class or series of Parity Preferred Units, then such assets, or the proceeds thereof, shall be distributed among the holders of Series A Preferred Units and any such other Parity Preferred Units shall share ratably in the same proportion as the respective amounts that would be payable on such Series A Preferred Units and any such distribution of assets other Parity Preferred Units if all amounts payable thereon were paid in proportion to the full Liquidating Distributions to which they would otherwise be respectively entitledfull. C. (c) Upon any voluntary or involuntary liquidation, dissolution or winding up of the Partnership, after payment shall have been made in full to the holders of the Series A Preferred Units and any Parity Preferred Units, any other series or class or classes of Junior Preferred Units shall be entitled to receive any and all assets remaining to be paid or distributed, and the holders of the Series A Preferred Units and any Parity Preferred Units shall not be entitled to share therein. D. After payment (d) None of the full amount of the Liquidating Distributions to which they are entitled, holders of Series A Preferred Units will have no right a consolidation 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 a merger of another entity with or into the Partnership, or a statutory unit exchange by the Partnership or the sale, lease, transfer lease or conveyance of all or substantially all of the assets Partnership’s property or business of the Partnership shall not be considered a liquidation, dissolution or winding up of the affairs of the Partnership.

Liquidation Preference. A. Upon any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Partnership, before any distribution or payment shall be made to the holders of any Common Units or Junior Preferred Units, the holders of the Series A 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 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 $25.00 per Series A Preferred Unit (the “Base Liquidation Preference”), plus an amount equal to any accrued and unpaid distributions (whether or not declaredi) to, but not including, the date of payment or the 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 are insufficient to pay the full amount of the Liquidating Distributions on all outstanding Series A Preferred Units and the corresponding amounts payable on all outstanding Parity Preferred Units, then the holders of Series A Preferred Units and Parity Preferred Units shall share ratably in any such distribution of assets in proportion to the full Liquidating Distributions to which they would otherwise be respectively entitled. C. Upon any voluntary or involuntary liquidation, dissolution or winding up of the Partnership, after before any distribution or payment shall have been be made in full to or set apart for the holders of any Junior Units, Ashford OP Limited Partner LLC, in its capacity as holder of the Series A M Preferred Units and any Parity Preferred Partnership Units, any other series or class or classes of Junior Preferred Units shall be entitled to receive a liquidation preference distribution equal to the Stated Value per Series M Preferred Partnership Unit, plus an amount equal to all accumulated, accrued and unpaid Preferred Return to, but not including, the date of final distribution, but Ashford OP Limited Partner LLC shall not be entitled to any further payment with respect thereto. If upon any liquidation, dissolution or winding up of the Partnership, its assets, or proceeds thereof, distributable among Ashford OP Limited Partner LLC, in its capacity as the holder of the Series M Preferred Partnership Units, shall be insufficient to pay in full the above described preferential distribution and all assets remaining to liquidating distributions on any other series of Parity Units, then such assets, or the proceeds thereof, shall be paid or distributeddistributed among Ashford OP Limited Partner LLC, in its capacity as the holder of the Series M Preferred Partnership Units, and the holders of any such other Parity Units ratably in the same proportion as the respective amounts that would be payable on such Series A M Preferred Partnership Units and any such other Parity Preferred Units shall not be entitled to share thereinif all amounts payable thereon were paid in full. D. After (ii) Upon any liquidation, dissolution or winding up of the affairs of the Partnership, after payment of the full amount of liquidating distributions have been made to Ashford OP Limited Partner LLC, in its capacity as the Liquidating Distributions to which they are entitledholder of the Series M Preferred Partnership Units, holders of the Series A M Preferred Partnership Units will shall have no right or claim to any of the remaining assets of the Partnership. E. For the avoidance (iii) None of doubt, the consolidation, a consolidation or merger or conversion of the Partnership with or into another any other corporation, trust or other entity, the a consolidation or merger of another any other corporation, trust or other entity with or into the Partnership, a statutory unit exchange by the Partnership or the a sale, lease, transfer or conveyance of all any or substantially all of the Partnership’s assets or business of the Partnership shall not be considered deemed to constitute a liquidation, dissolution or winding up of the affairs of the Partnership.

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

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

Liquidation Preference. A. a. Upon any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Partnership, before any distribution or payment shall be made to the holders of any Common Units or Junior Preferred Units, the holders of the Series A Preferred Units then outstanding shall be entitled to be paid, or have the Partnership declare and set apart for payment, paid out of the assets of the Partnership legally available for distribution to its Partners after payment or provision for payment of all debts and other liabilities of the Partnership, a liquidation preference in cash 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 declared) Series A Preferred Return to, but not including, the date of payment or (together with the date the liquidation preference is set apart for payment (Base Liquidation Preference, the “Liquidating DistributionsDistribution”). B. b. If upon any such voluntary or involuntary liquidation, dissolution or winding up of the Partnership, the available assets of the Partnership are insufficient to pay the full amount of the Liquidating Distributions on all outstanding Series A Preferred Units and the corresponding amounts payable on all outstanding Parity Preferred Units, then the holders of Series A Preferred Units and Parity Preferred Units shall share ratably in any such distribution of assets in proportion to the full Liquidating Distributions to which they would otherwise be respectively entitled. C. Upon any voluntary or involuntary liquidation, dissolution or winding up of the Partnership, after payment shall have been made in full to the holders of the Series A Preferred Units and any Parity Preferred Units, any other series or class or classes of Junior Preferred Units shall be entitled to receive any and all assets remaining to be paid or distributed, and the holders of the Series A Preferred Units and any Parity Preferred Units shall not be entitled to share therein. D. c. 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. d. For the avoidance of doubt, the consolidation, merger or conversion of the Partnership with or into another entity, the merger of another entity with or into the Partnership, a statutory unit exchange by the Partnership or the sale, lease, transfer or conveyance of all or substantially all of the assets or business of the Partnership shall not be considered a liquidation, dissolution or winding up of the affairs of the Partnership.

Liquidation Preference. A. Upon (i) In the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Partnership, before any distribution or payment shall be made to the holders of any Common Units or Junior Preferred Units, the holders of the Series A U Preferred Units then outstanding shall be entitled to be paid, or have the Partnership declare and set apart for payment, receive out of the assets of the Partnership legally available for distribution to its the Partners after payment or provision for payment of all debts and other liabilities pursuant to Section 13.02.A of the Partnership, Partnership Agreement a liquidation preference in cash of $25.00 per Series A U Preferred Unit (the “Base Liquidation Preference”)Unit, plus an amount equal to any accrued accumulated and unpaid distributions (whether or not declaredearned or authorized) to, but not including, to the date of payment or the date the liquidation preference is set apart for payment (the “Liquidating DistributionsSeries 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 Partnership Interests ranking senior to the Series U Preferred Units as to the distribution of assets upon the liquidation, dissolution or winding up of the Partnership. B. (ii) If upon any such voluntary or involuntary liquidation, dissolution or winding up of the Partnership, the available assets of the Partnership legally available for distribution to its Partners are insufficient to pay make such full payment to the full amount holders of the Liquidating Distributions on all outstanding Series A U Preferred Units Units, and the corresponding amounts payable on all outstanding Parity other Partnership Interests ranking on a parity with the Series U Preferred UnitsUnits as to the distribution of assets upon the liquidation, dissolution or winding up of the Partnership, then the holders of the Series A U Preferred Units Units, and Parity 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 in proportion to the full Liquidating Distributions liquidating distributions (including, if applicable, accumulated and unpaid distributions) to which they would otherwise be respectively entitled. C. Upon any voluntary or involuntary liquidation, dissolution or winding up of the Partnership, after payment shall have been made in full to the holders of the Series A Preferred Units and any Parity Preferred Units, any other series or class or classes of Junior Preferred Units shall be entitled to receive any and all assets remaining to be paid or distributed, and the holders of the Series A Preferred Units and any Parity Preferred Units shall not be entitled to share therein. D. (iii) After payment of the full amount of the Liquidating Distributions to which they are entitledSeries U Liquidation Value, the holders of the Series A U Preferred Units will Units, shall have no right or claim to any of the remaining assets of the Partnership. E. For the avoidance (iv) None of doubt, the consolidation, a consolidation or merger or conversion of the Partnership with or into another entity, the a merger of another entity with or into the Partnership, a statutory unit exchange by the Partnership or the a sale, lease, transfer lease or conveyance of all or substantially all of the assets Partnership’s property or business of the Partnership shall not be considered a liquidation, dissolution or winding up of the affairs of the Partnership.

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

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

Liquidation Preference. A. Upon any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Partnership, before any distribution or payment shall be made to the holders of any Common Units or Junior Preferred UnitsCorporation, the holders of the shares of Series A 2017 Preferred Units then outstanding shall be Stock are entitled to be paid, or have the Partnership declare and set apart for payment, paid out of the assets of the Partnership Corporation legally available for distribution to its Partners stockholders, after payment of or provision for payment of all the Corporation’s debts and other liabilities and subject to the preferential rights of the Partnershipholders of any class or series of stock of the Corporation ranking senior to the Series 2017 Preferred Stock with respect to rights upon voluntary or involuntary liquidation, dissolution or winding up of the Corporation, a liquidation preference in cash of $25.00 10.00 per Series A Preferred Unit share (the “Base Liquidation PreferencePurchase Price”), plus an amount equal to any accrued and unpaid distributions dividends (whether or not authorized or declared) to, but not including, thereon to and including the date of payment or payment, but without interest, before any distribution of assets is made to holders of Junior Stock. If the 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 Corporation legally available for distribution to stockholders are insufficient to pay in full the full amount of liquidation preference on the Liquidating Distributions on all outstanding Series A 2017 Preferred Units Stock and the corresponding amounts payable liquidation preference on the shares of any class or series of Parity Stock, all outstanding Parity Preferred Units, then the holders of Series A Preferred Units and Parity Preferred Units shall share ratably in any such distribution of assets in proportion to the full Liquidating Distributions to which they would otherwise be respectively entitled. C. Upon any voluntary or involuntary liquidation, dissolution or winding up of the Partnership, after payment shall have been made in full distributed to the holders of the Series A 2017 Preferred Units Stock and any Parity Preferred Units, any other series or class or classes series of Junior Preferred Units Parity Stock shall be entitled distributed pro rata so that the amount of assets distributed per share of Series 2017 Preferred Stock and such class or series of Parity Stock shall in all cases bear to receive any and all assets remaining to be paid or distributed, and each other the holders of same ratio that the liquidation preference per share on the Series A 2017 Preferred Units Stock and any such class or series of Parity Preferred Units shall not be entitled Stock bear to share therein. D. each other. After payment of the full amount of the Liquidating Distributions liquidation distributions to which they are entitled, the holders of Series A 2017 Preferred Units will Stock shall have no right or claim to any of the remaining assets of the Partnership. E. For the avoidance of doubt, the consolidation, Corporation. The consolidation or merger or conversion of the Partnership Corporation with or into another entity, the a merger of another entity with or into the PartnershipCorporation, a statutory unit share exchange by the Partnership Corporation or the a sale, lease, transfer or conveyance of all or substantially all of the assets Corporation’s property or business of the Partnership shall not be considered deemed to constitute a liquidation, dissolution or winding up of the affairs Corporation. In determining whether a distribution (other than upon voluntary or involuntary liquidation, dissolution or winding up of the PartnershipCorporation) by dividend, redemption or other acquisition of shares of stock of the Corporation or otherwise is permitted under the Maryland General Corporation Law, no effect shall be given to amounts that would be needed, if the Corporation were to be dissolved at the time of the distribution, to satisfy the preferential rights upon dissolution of holders of the Series 2017 Preferred Stock.

Liquidation Preference. A. (a) Upon any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Partnership, before any distribution or payment shall be made to the holders of any Common Units or Junior Preferred Units, the holders of the Series A H Preferred Units then outstanding shall be are entitled to be paid, or have the Partnership declare and set apart for payment, paid out of the assets of the Partnership legally available for distribution to its Partners after payment or provision for payment of all debts and other liabilities of the Partnership, a liquidation preference in cash of (x) $25.00 25 per Series A H Preferred Unit (the “Base Liquidation Preference”), plus an amount equal to any accrued all accumulated and unpaid distributions (whether or not declared) to, but not including, the date of payment payment, in cash before any distribution of assets is made to Common Units or the date the liquidation preference is set apart for payment (the “Liquidating Distributions”)Junior Preferred Units. B. (b) If upon any such voluntary or involuntary liquidation, dissolution or winding up of the Partnership, the available assets of the Partnership are Partnership, or proceeds thereof, distributable among the holders of Series H Preferred Units shall be insufficient to pay in full the full above described preferential amount and liquidating payments on any other class or series of the Liquidating Distributions on all outstanding Series A Preferred Units and the corresponding amounts payable on all outstanding Parity Preferred Units, then such assets, or the proceeds thereof, shall be distributed among the holders of Series A H Preferred Units and any such other Parity Preferred Units shall share ratably in the same proportion as the respective amounts that would be payable on such Series H Preferred Units and any such distribution of assets other Parity Preferred Units if all amounts payable thereon were paid in proportion to the full Liquidating Distributions to which they would otherwise be respectively entitledfull. C. (c) Upon any voluntary or involuntary liquidation, dissolution or winding up of the Partnership, after payment shall have been made in full to the holders of the Series A H Preferred Units and any Parity Preferred Units, any other series or class or classes of Junior Preferred Units shall be entitled to receive any and all assets remaining to be paid or distributed, and the holders of the Series A H Preferred Units and any Parity Preferred Units shall not be entitled to share therein. D. After payment (d) None 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 a consolidation, merger or conversion of the Partnership with or into another entity, the a merger of another entity with or into the Partnership, or a statutory unit exchange by the Partnership or the sale, lease, transfer lease or conveyance of all or substantially all of the assets Partnership’s property or business of the Partnership shall not be considered a liquidation, dissolution or winding up of the affairs of the Partnership.

Liquidation Preference. A. Upon (i) In the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Partnership, before any distribution or payment shall be made to the holders of any Common Units or Junior Preferred Units, the holders of the Series A R Preferred Units then outstanding shall be entitled to be paid, or have the Partnership declare and set apart for payment, receive out of the assets of the Partnership legally available for distribution to its the Partners after payment or provision for payment of all debts and other liabilities pursuant to Section 13.02.A of the Partnership, Partnership Agreement a liquidation preference in cash of $25.00 per Series A R Preferred Unit (the “Base Liquidation Preference”)Unit, plus an amount equal to any accrued accumulated and unpaid distributions (whether or not declaredearned or authorized) to, but not including, to the date of payment or the date the liquidation preference is set apart for payment (the “Liquidating DistributionsSeries 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 Partnership Interests ranking senior to the Series R Preferred Units as to the distribution of assets upon the liquidation, dissolution or winding up of the Partnership. B. (ii) If upon any such voluntary or involuntary liquidation, dissolution or winding up of the Partnership, the available assets of the Partnership legally available for distribution to its Partners are insufficient to pay make such full payment to the full amount holders of the Liquidating Distributions on all outstanding Series A R Preferred Units Units, and the corresponding amounts payable on all outstanding Parity other Partnership Interests ranking on a parity with the Series R Preferred UnitsUnits as to the distribution of assets upon the liquidation, dissolution or winding up of the Partnership, then the holders of the Series A R Preferred Units Units, and Parity 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 in proportion to the full Liquidating Distributions liquidating distributions (including, if applicable, accumulated and unpaid distributions) to which they would otherwise be respectively entitled. C. Upon any voluntary or involuntary liquidation, dissolution or winding up of the Partnership, after payment shall have been made in full to the holders of the Series A Preferred Units and any Parity Preferred Units, any other series or class or classes of Junior Preferred Units shall be entitled to receive any and all assets remaining to be paid or distributed, and the holders of the Series A Preferred Units and any Parity Preferred Units shall not be entitled to share therein. D. (iii) After payment of the full amount of the Liquidating Distributions to which they are entitledSeries R Liquidation Value, the holders of the Series A R Preferred Units will Units, shall have no right or claim to any of the remaining assets of the Partnership. E. For the avoidance (iv) None of doubt, the consolidation, a consolidation or merger or conversion of the Partnership with or into another entity, the a merger of another entity with or into the Partnership, a statutory unit exchange by the Partnership or the a sale, lease, transfer lease or conveyance of all or substantially all of the assets Partnership’s property or business of the Partnership shall not be considered a liquidation, dissolution or winding up of the affairs of the Partnership.

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

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

Liquidation Preference. A. Upon any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Partnership, before any distribution or payment shall be made to the holders of any Common Units or Junior Preferred Units, the holders of the Series A 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 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 $25.00 per Series A Preferred Unit (the “Base Liquidation Preference”), plus an amount equal to any accrued and unpaid distributions (whether or not declaredi) to, but not including, the date of payment or the 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 are insufficient to pay the full amount of the Liquidating Distributions on all outstanding Series A Preferred Units and the corresponding amounts payable on all outstanding Parity Preferred Units, then the holders of Series A Preferred Units and Parity Preferred Units shall share ratably in any such distribution of assets in proportion to the full Liquidating Distributions to which they would otherwise be respectively entitled. C. Upon any voluntary or involuntary liquidation, dissolution or winding up of the Partnership, after before any distribution or payment shall have been be made in full to or set apart for the holders of any Junior Units, Braemar OP Limited Partner LLC, in its capacity as holder of the Series A M Preferred Units and any Parity Preferred Partnership Units, any other series or class or classes of Junior Preferred Units shall be entitled to receive a liquidation preference distribution equal to the Stated Value per Series M Preferred Partnership Unit, plus an amount equal to all accumulated, accrued and unpaid Preferred Return to, but not including, the date of final distribution, but Braemar OP Limited Partner LLC shall not be entitled to any further payment with respect thereto. If upon any liquidation, dissolution or winding up of the Partnership, its assets, or proceeds thereof, distributable among Braemar OP Limited Partner LLC, in its capacity as the holder of the Series M Preferred Partnership Units, shall be insufficient to pay in full the above described preferential distribution and all assets remaining to liquidating distributions on any other series of Parity Units, then such assets, or the proceeds thereof, shall be paid or distributeddistributed among Braemar OP Limited Partner LLC, in its capacity as the holder of the Series M Preferred Partnership Units, and the holders of any such other Parity Units ratably in the same proportion as the respective amounts that would be payable on such Series A M Preferred Partnership Units and any such other Parity Preferred Units shall not be entitled to share thereinif all amounts payable thereon were paid in full. D. After (ii) Upon any liquidation, dissolution or winding up of the affairs of the Partnership, after payment of the full amount of liquidating distributions have been made to Breamar OP Limited Partner LLC, in its capacity as the Liquidating Distributions to which they are entitledholder of the Series M Preferred Partnership Units, holders of the Series A M Preferred Partnership Units will shall have no right or claim to any of the remaining assets of the Partnership. E. For the avoidance (iii) None of doubt, the consolidation, a consolidation or merger or conversion of the Partnership with or into another any other corporation, trust or other entity, the a consolidation or merger of another any other corporation, trust or other entity with or into the Partnership, a statutory unit exchange by the Partnership or the a sale, lease, transfer or conveyance of all any or substantially all of the Partnership’s assets or business of the Partnership shall not be considered deemed to constitute a liquidation, dissolution or winding up of the affairs of the Partnership.

Liquidation Preference. A. Upon any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Partnership, before any distribution or payment shall be made to the holders of any Common Units or Junior Preferred Units, the holders of the Series A 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 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 $25.00 per Series A Preferred Unit (the “Base Liquidation Preference”), plus an amount equal to any accrued and unpaid distributions (whether or not declaredi) to, but not including, the date of payment or the 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 are insufficient to pay the full amount of the Liquidating Distributions on all outstanding Series A Preferred Units and the corresponding amounts payable on all outstanding Parity Preferred Units, then the holders of Series A Preferred Units and Parity Preferred Units shall share ratably in any such distribution of assets in proportion to the full Liquidating Distributions to which they would otherwise be respectively entitled. C. Upon any voluntary or involuntary liquidation, dissolution or winding up of the Partnership, after before any distribution or payment shall have been be made in full to or set apart for the holders of any Junior Units, Braemar OP Limited Partner LLC, in its capacity as holder of the Series A E Preferred Units and any Parity Preferred Partnership Units, any other series or class or classes of Junior Preferred Units shall be entitled to receive a liquidation preference distribution equal to the Stated Value per Series E Preferred Partnership Unit, plus an amount equal to all accumulated, accrued and unpaid Preferred Return to, but not including, the date of final distribution, but Braemar OP Limited Partner LLC shall not be entitled to any further payment with respect thereto. If upon any liquidation, dissolution or winding up of the Partnership, its assets, or proceeds thereof, distributable among Braemar OP Limited Partner LLC, in its capacity as the holder of the Series E Preferred Partnership Units, shall be insufficient to pay in full the above described preferential distribution and all assets remaining to liquidating distributions on any other series of Parity Units, then such assets, or the proceeds thereof, shall be paid or distributeddistributed among Braemar OP Limited Partner LLC, in its capacity as the holder of the Series E Preferred Partnership Units, and the holders of any such other Parity Units ratably in the same proportion as the respective amounts that would be payable on such Series A E Preferred Partnership Units and any such other Parity Preferred Units shall not be entitled to share thereinif all amounts payable thereon were paid in full. D. After (ii) Upon any liquidation, dissolution or winding up of the affairs of the Partnership, after payment of the full amount of liquidating distributions have been made to Breamar OP Limited Partner LLC, in its capacity as the Liquidating Distributions to which they are entitledholder of the Series E Preferred Partnership Units, holders of the Series A E Preferred Partnership Units will shall have no right or claim to any of the remaining assets of the Partnership. E. For the avoidance (iii) None of doubt, the consolidation, a consolidation or merger or conversion of the Partnership with or into another any other corporation, trust or other entity, the a consolidation or merger of another any other corporation, trust or other entity with or into the Partnership, a statutory unit exchange by the Partnership or the a sale, lease, transfer or conveyance of all any or substantially all of the Partnership’s assets or business of the Partnership shall not be considered deemed to constitute a liquidation, dissolution or winding up of the affairs of the Partnership.

Liquidation Preference. A. Upon any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Partnership, before any distribution or payment shall be made to the holders of any Common Units or Junior Preferred Units, the holders of the Series A C Term Preferred Units then outstanding shall be are entitled to be paid, or have the Partnership declare and set apart for payment, paid out of the assets of the Partnership legally available for distribution to its Partners after payment or provision for payment of all debts and other liabilities of the Partnership, partners a liquidation preference in cash of $25.00 25 per Series A C Term Preferred Unit (the “Base Liquidation Preference”)Unit, plus an amount equal to any accrued accumulated and unpaid distributions (whether or not declared) to, but not including, to and including the date of payment payment, but without interest, before any distribution of assets is made to holders of Common Units or any other class or series of Partnership Interests in the date Partnership that ranks junior to the Series C Term Preferred Units as to liquidation preference is set apart for payment (rights. If 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 legally available for distribution to holders of Partnership Interests are insufficient to pay in full the full amount of liquidation preference on the Liquidating Distributions on all outstanding Series A C Term Preferred Units and the corresponding amounts payable liquidation preference on all outstanding any Parity Preferred Units, then the holders of Series A Preferred Units and Parity Preferred Units shall share ratably in any such distribution of all assets in proportion to the full Liquidating Distributions to which they would otherwise be respectively entitled. C. Upon any voluntary or involuntary liquidation, dissolution or winding up of the Partnership, after payment shall have been made in full distributed to the holders of the Series A Preferred Units and any Parity Preferred Units, any other series or class or classes of Junior Preferred Units shall be entitled to receive any and all assets remaining to be paid or distributed, and the holders of the Series A C Term Preferred Units and any Parity Preferred Units shall not be entitled distributed pro rata so that the amount of assets distributed per Series C Term Preferred Unit and such Parity Preferred Units shall in all cases bear to share therein. D. each other the same ratio that the liquidation preference per Series C Term Preferred Unit and such Parity Preferred Units bear to each other. The Partnership will promptly provide to the holders of Series C Term Preferred Units written notice of any event triggering the right to receive such liquidation preference. After payment of the full amount of the Liquidating Distributions liquidation preference, plus any accumulated and unpaid distributions to which they are entitled, the holders of Series A C Term 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, . The consolidation or merger or conversion of the Partnership with or into another entityany other partnership, the merger corporation, trust or entity or of another entity any other partnership or corporation with or into the Partnership, or a statutory unit exchange by the Partnership or the sale, lease, transfer or conveyance of all or substantially all of the assets Partnership’s property or business of the Partnership shall not be considered deemed to constitute a liquidation, dissolution or winding up of the affairs of the Partnership.

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

Liquidation Preference. A. (a) Upon any voluntary or involuntary liquidation, dissolution or winding up of the affairs liquidation of the Partnership, before any distribution or payment shall be made to the holders of any Common Units or Junior Preferred Units, the holders of the Series A C Preferred Units then outstanding shall be are entitled to be paid, or have the Partnership declare and set apart for payment, paid out of the assets of the Partnership legally available for distribution to its Partners after payment or provision for payment of all debts and other liabilities of the Partnership, a liquidation preference in cash equal to the sum of (i) $25.00 per Series A C Preferred Unit Unit, and (the “Base Liquidation Preference”), plus ii) an amount equal to any accrued all accumulated and unpaid distributions (whether or not declared) to, but not including, up to and including the date of payment the redemption, in cash or property at its fair market value as determined by the date General Partner before any distribution of assets is made with respect to OP Units or other Partnership Units ranking junior to Series C Preferred Units with respect to distribution rights or rights upon liquidation of the liquidation preference is set apart for payment (the “Liquidating Distributions”)Partnership. B. (b) If upon any such voluntary or involuntary liquidation, dissolution or winding up liquidation of the Partnership, the available assets of the Partnership are insufficient to pay the full amount of the Liquidating Distributions on all outstanding Series A Preferred Units and the corresponding amounts payable on all outstanding Parity Preferred UnitsPartnership, then or proceeds thereof, distributable among the holders of Series A C Preferred Units shall be insufficient to pay in full the preferential amount and liquidating payments on any other class or series of Preferred Parity Units, then such assets, or the proceeds thereof, shall be distributed among the holders of Series C Preferred Units and any such other Preferred Parity Units ratably in the same proportion as the respective amounts that would be payable on such Series C Preferred Units shall share ratably in and any such distribution other Preferred Parity Units if all amounts payable thereon were paid in full. (c) Written notice of assets any such liquidation of the Partnership, stating the payment date or dates when, and the place or places where, the amounts distributable in proportion 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 full Liquidating Distributions payment date stated therein, to which they would otherwise be respectively entitledeach holder of Series C Preferred Units at the respective addresses of such holders as the same shall appear on the records of the Partnership. C. (d) Upon any voluntary or involuntary liquidation, dissolution or winding up the liquidation of the Partnership, after payment shall have been made in full to in respect of the Series C Preferred Units, the holders of the Series A Preferred Units and any Parity Preferred Units, any other series or class or classes of Junior Preferred Units shall be entitled to receive any and all assets remaining to be paid or distributed, and the holders of the Series A Preferred Units and any Parity C Preferred Units shall not be entitled to share thereinreceive any further amounts in respect of Series C Preferred Units. D. After payment (e) None of the full amount of the Liquidating Distributions to which they are entitled, holders of Series A Preferred Units will have no right a consolidation 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 a merger of another entity with or into the Partnership, a statutory unit exchange by the Partnership or the sale, lease, transfer lease or conveyance of all or substantially all of the assets or business of the Partnership Partnership’s property shall not be considered a liquidation, dissolution or winding up liquidation of the affairs of the PartnershipPartnership for purposes of this Section 5.

Liquidation Preference. A. Upon (a) In the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Partnership, whether voluntary or involuntary, before any distribution or payment shall be of assets is made to the holders of any Common Units or Junior Preferred Partnership Units, the holders of the Series A Partnership Preferred Units then outstanding shall be entitled to be paidpaid liquidating distributions in cash or property at its fair market value, or have as determined by the Partnership declare and set apart for payment, out board of directors of the assets General Partner, in the amount 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 $25.00 per Series A Partnership Preferred Unit (the “Base Liquidation Preference”)) of $25, plus an amount equal to any accrued and unpaid distributions dividends (whether or not declareddeclared or earned) to, but not including, on one share of Series A Preferred Stock to the date of such liquidation, dissolution or winding up; but such holders shall not be entitled to any further payment. Until the holders of the Series A 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 date the liquidation preference is set apart for payment (the “Liquidating Distributions”). B. If Partnership. If, upon any such voluntary or involuntary liquidation, dissolution or winding up of the Partnership, the available assets of the Partnership are insufficient to pay the full amount of the Liquidating Distributions on all outstanding Series A Preferred Units and the corresponding amounts payable on all outstanding Parity Preferred UnitsPartnership, then or proceeds thereof, distributable among the holders of Series A Partnership Preferred Units shall be insufficient to pay in full the preferential amount aforesaid and liquidating payments on any Parity Partnership Units, then such assets, or the proceeds thereof, shall be distributed among the holders of Series A Partnership Preferred Units and any such Parity Partnership Units ratably in the same proportion as the respective amounts that would be payable on such Series A Partnership Preferred Units shall share ratably in and any such distribution other Parity Partnership Units if all amounts payable thereon were paid in full. For the purposes of this Section 4, (i) a 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 in proportion shall not be deemed to be a liquidation, dissolution or winding up, voluntary or involuntary, of the full Liquidating Distributions to which they would otherwise be respectively entitledPartnership. C. (b) 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 Partnership Preferred Units and any Parity Preferred Partnership Units, as provided in this Section 4, any other series or class or classes of Junior Preferred Partnership Units shall shall, subject to the respective terms thereof, be entitled to receive any and all assets remaining to be paid or distributed, and the holders of the Series A Partnership Preferred Units and any Parity Preferred Partnership 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. A. a) Upon any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Partnership, before any distribution or payment shall be made to the holders of any Common Units or Junior Preferred Units, and, subject to the proportionate rights of holders of Parity Preferred Units, including the Series B Preferred Units, the holders of the Series A C Preferred Units then outstanding shall be entitled to be paid, or have the Partnership declare and set apart aside for payment, out of the assets of the Partnership legally available for distribution to its Partners after payment of or provision for payment of all debts and other liabilities of the Partnership, a liquidation preference in cash of $25.00 per Series A C Preferred Unit (the “Base Liquidation Preference”), plus an amount equal to any accrued and unpaid distributions (whether or not declared) to, but not including, the date of payment or the date the liquidation preference is set apart aside for payment (the “Liquidating Distributions”). B. b) If upon any such voluntary or involuntary liquidation, dissolution or winding up of the Partnership, the available assets of the Partnership are insufficient to pay the full amount of the Liquidating Distributions on all outstanding Series A C Preferred Units and the corresponding amounts payable on all outstanding Parity Preferred Units, then the holders of Series A C Preferred Units and Parity Preferred Units shall share ratably in any such distribution of assets in proportion to the full Liquidating Distributions to which they would otherwise be respectively entitled. C. c) Upon any voluntary or involuntary liquidation, dissolution or winding up of the Partnership, after payment shall have been made in full to the holders of the Series A C Preferred Units and any Parity Preferred Units, any other series or class or classes of Junior Preferred Units and Common Units (to the extent assets remain to be paid or distributed to holders of Common Units after satisfying the payment or distribution obligations to holders of Junior Preferred Units) shall be entitled to receive any and all assets remaining to be paid or distributed, and the holders of the Series A C Preferred Units and any Parity Preferred Units shall not be entitled to share therein. D. d) After payment of the full amount of the Liquidating Distributions to which they are entitled, holders of Series A C Preferred Units will have no right or claim to any of the remaining assets of the Partnership. E. 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 deemed to constitute a liquidation, dissolution or winding up of the affairs of the Partnership.

Liquidation Preference. A. (a) Upon any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Partnership, before any distribution or payment shall be made to the holders of any Common Units or Junior Preferred Units, the holders of the Series A D Preferred Units then outstanding shall be are entitled to be paid, or have the Partnership declare and set apart for payment, paid out of the assets of the Partnership legally available for distribution to its Partners after payment or provision for payment of all debts and other liabilities of the Partnership, a liquidation preference in cash of (x) $25.00 25 per Series A D Preferred Unit (the “Base Liquidation Preference”), plus an amount equal to any accrued all accumulated and unpaid distributions (whether or not declared) to, but not including, the date of payment payment, in cash before any distribution of assets is made to Common Units or the date the liquidation preference is set apart for payment (the “Liquidating Distributions”)Junior Preferred Units. B. (b) If upon any such voluntary or involuntary liquidation, dissolution or winding up of the Partnership, the available assets of the Partnership are Partnership, or proceeds thereof, distributable among the holders of Series D Preferred Units shall be insufficient to pay in full the full above described preferential amount and liquidating payments on any other class or series of the Liquidating Distributions on all outstanding Series A Preferred Units and the corresponding amounts payable on all outstanding Parity Preferred Units, then such assets, or the proceeds thereof, shall be distributed among the holders of Series A D Preferred Units and any such other Parity Preferred Units shall share ratably in the same proportion as the respective amounts that would be payable on such Series D Preferred Units and any such distribution of assets other Parity Preferred Units if all amounts payable thereon were paid in proportion to the full Liquidating Distributions to which they would otherwise be respectively entitledfull. C. (c) Upon any voluntary or involuntary liquidation, dissolution or winding up of the Partnership, after payment shall have been made in full to the holders of the Series A D Preferred Units and any Parity Preferred Units, any other series or class or classes of Junior Preferred Units shall be entitled to receive any and all assets remaining to be paid or distributed, and the holders of the Series A D Preferred Units and any Parity Preferred Units shall not be entitled to share therein. D. After payment (d) None 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 a consolidation, merger or conversion of the Partnership with or into another entity, the a merger of another entity with or into the Partnership, or a statutory unit exchange by the Partnership or the sale, lease, transfer lease or conveyance of all or substantially all of the assets Partnership’s property or business of the Partnership shall not be considered a liquidation, dissolution or winding up of the affairs of the Partnership.

Liquidation Preference. A. Upon In the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Partnership, whether voluntary or involuntary, before any payment or distribution of the Partnership (whether capital, surplus or payment otherwise) shall be made under Section 5.06(a) to any classes of ownership interest in the Partnership that are junior in priority to the holders Monthly Income Preferred Partnership Units as to payments or distributions upon liquidation, dissolution or winding up of any Common Units the Partnership (for purposes of this Section 4, individually or Junior Preferred Unitscollectively, “liquidation rights”), the holders of the Series A Preferred Units then outstanding General Partner shall be entitled to be paid, or have the Partnership declare and set apart for a preference payment, out for each Monthly Income Preferred Partnership Unit, equal to the sum 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 (i) $25.00 per Series A Preferred Unit (the “Base Liquidation Preference”), plus (ii) an amount equal to any accrued and unpaid distributions (whether or not declared) to, but not including, interest on one Monthly Income Note to the date of payment (for purposes of this Section 4, the “Monthly Income Unit Liquidation Preference”). Until the Monthly Income Unit Liquidation Preference with respect to all of the Monthly Income Preferred Partnership Units outstanding at the time of such liquidation, dissolution or winding up of the date the liquidation preference is set apart for payment Partnership (the “Liquidating DistributionsMonthly Income Liquidation Preference”). B. If ) has been paid in full, no payment shall be made under Section 5.06(a) with respect to any classes of ownership interest in the Partnership that are junior in priority to the Monthly Income Preferred Partnership Units as to liquidation rights. If, upon any such voluntary or involuntary liquidation, dissolution or winding up of the Partnership, the available assets of the Partnership are Partnership, or proceeds thereof, shall be insufficient to pay in full both the full amount of the Liquidating Distributions on all outstanding Series A Preferred Units Monthly Income Liquidation Preference and the corresponding amounts payable on all outstanding Parity any other ownership interests in the Partnership that are on a parity as to liquidation rights with the Monthly Income Preferred Partnership Units, then such assets, or the proceeds thereof, shall be distributed among the General Partner, as the holder of the Monthly Income Preferred Partnership Units, and the holders of Series A Preferred Units and Parity Preferred Units shall share ratably in any such distribution of assets ownership interests in the Partnership that are on a parity with the Monthly Income Preferred Partnership Units as to liquidation rights , ratably in proportion to the full Liquidating Distributions full, respective, preferential distributions to which they would otherwise be respectively entitled. C. Upon any voluntary or involuntary liquidation, dissolution or winding up entitled as a result of their respective liquidation rights. After payment in full of the PartnershipMonthly Income Liquidation Preference, after payment shall have been made in full to the holders General Partner, as the holder of the Series A Monthly Income Preferred Units and any Parity Preferred Partnership Units, any other series or class or classes of Junior Preferred Units shall be entitled to receive any and all assets remaining to be paid or distributed, and the holders of the Series A Preferred Units and any Parity Preferred Units shall not be entitled to share therein. D. After payment of the full amount of the Liquidating Distributions to which they are entitled, holders of Series A Preferred Units will have no right or claim by reason of such Monthly Income Preferred Partnership Units to any of the remaining assets of the Partnership. E. For . After the avoidance of doubtAggregate Liquidation Preference has been paid to the General Partner, liquidating distributions shall be made to the Partners as provided in Section 5.06(a). Prior to making payments to the Partners under Section 5.06(a), the consolidation, merger or conversion Capital Account of the Partnership with or into another entity, General Partner shall be reduced to reflect 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 payment of the assets or business of the Partnership shall not be considered a liquidation, dissolution or winding up of the affairs of the PartnershipAggregate Liquidation Preference.

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

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

Liquidation Preference. A. Upon In the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Partnership, before any distribution or payment shall be made to the holders of any Common Units or Junior Preferred Unitsour affairs, the holders of the shares of Series A Preferred Units then outstanding shall be Stock are entitled to be paid, or have the Partnership declare and set apart for payment, paid out of the our 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, our shareholders a liquidation preference in cash of $25,000.00 per share (equivalent to $25.00 per Series A Preferred Unit (the “Base Liquidation Preference”depositary share), plus an amount equal to any accrued accumulated and unpaid distributions dividends to the date of payment (whether or not declared) to), but not includingbefore any distribution or payment may be made to holders of shares of common stock or any other class or series of our equity stock ranking, as to liquidation rights, junior to the date of payment or the date the liquidation preference is set apart for payment (the “Liquidating Distributions”). B. If Series A Preferred Stock. If, upon any such our voluntary or involuntary liquidation, dissolution or winding up of the Partnershipup, the our available assets of the Partnership are insufficient to pay the full amount of the Liquidating Distributions liquidating distributions on all outstanding shares of Series A Preferred Units Stock and the corresponding amounts payable on all outstanding Parity shares of each other class or series of capital stock ranking, as to liquidation rights, on a parity with the Series A Preferred UnitsStock, then the holders of the Series A Preferred Units Stock and Parity each such other class or series of capital stock ranking, as to liquidation rights, on a parity with the Series A Preferred Units shall Stock will share ratably in any such distribution of assets in proportion to the full Liquidating Distributions liquidating distributions to which they would otherwise be respectively entitled. C. Upon any voluntary or involuntary liquidation, dissolution or winding up . Holders of the Partnership, after payment shall have been made in full to the holders of the Series A Preferred Units and any Parity Preferred Units, any other series or class or classes of Junior Preferred Units shall Stock will be entitled to receive written notice of any liquidation no fewer than 30 days and all assets remaining no more than 60 days prior 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. payment date. After payment of the full amount of the Liquidating Distributions liquidating distributions to which they are entitled, the holders of Series A Preferred Units Stock and the depositary shares representing interests in the Series A Preferred Stock will have no right or claim to any of the our remaining assets of the Partnership. E. For the avoidance of doubt, the assets. Our consolidation, merger or conversion of the Partnership with or into another any other entity, the merger of another entity with or into the Partnership, a statutory unit exchange by the Partnership or the voluntary sale, lease, transfer or conveyance of all or substantially all our property and assets (which shall not, in fact, result in our voluntary or involuntary liquidation, dissolution or winding up and the distribution of the our assets or business of the Partnership to stockholders), shall not be considered deemed to constitute a voluntary or involuntary liquidation, dissolution or winding up of the affairs of the PartnershipCompany.

Liquidation Preference. A. (a) Upon any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Partnership, before any distribution or payment shall be made to the holders of any Common Partnership Units or Series D Junior Preferred Units, the holders of the Series A D 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 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 $25.00 100.00 per Series A D Preferred Unit (the “Base Liquidation Preference”), plus an amount equal to any accrued and unpaid distributions (whether or not declared) to, but not and including, the date of payment or the date the liquidation preference is set apart for payment (the “Series D Liquidating Distributions”). B. (b) If upon any such voluntary or involuntary liquidation, dissolution or winding up of the Partnership, the available assets of the Partnership are insufficient to pay the full amount of the Series D Liquidating Distributions on all outstanding Series A D Preferred Units and the corresponding amounts payable on all outstanding Series D Parity Preferred Units, then the holders of Series A D Preferred Units and Series D Parity Preferred Units shall share ratably in any such distribution of assets in proportion to the full Series D Liquidating Distributions to which they would otherwise be respectively entitled. C. (c) Upon any voluntary or involuntary liquidation, dissolution or winding up of the Partnership, after payment shall have been made in full to the holders of the Series A D Preferred Units and any Series D Parity Preferred Units, any other series or class or classes of Series D Junior Preferred Units shall be entitled to receive any and all assets remaining to be paid or distributed, and the holders of the Series A D Preferred Units and any Series D Parity Preferred Units shall not be entitled to share therein. D. (d) After payment of the full amount of the Liquidating Distributions to which they are entitled, holders of Series A D Preferred Units will have no right or claim to any of the remaining assets of the Partnership. E. (e) For the avoidance of doubt, the consolidation, consolidation or merger or conversion of the Partnership with or into another entity, the merger of another entity with or into the Partnership, a statutory unit exchange by the Partnership or the sale, lease, transfer or conveyance of all or substantially all of the assets or business of the Partnership shall not be considered a liquidation, dissolution or winding up of the affairs of the Partnership.

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

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

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

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

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

Liquidation Preference. A. (i) Upon any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Partnership, before any distribution or payment shall be made Operating Partnership (referred to the holders of any Common Units or Junior Preferred Unitsherein as a "liquidation"), the holders of the Series A Preferred Units then outstanding shall will be entitled to be paid, or have the Partnership declare and set apart for payment, paid out of the assets of the Operating Partnership legally available for distribution to its Partners after payment unitholders liquidating distributions, in cash or provision for payment property at its fair market value as determined by the Operating Partnership's General Partner, in the amount of all debts and other liabilities of the Partnership, a liquidation preference in cash of $25.00 per Series A Preferred Unit (the “Base Liquidation Preference”)Unit, plus an amount equal to any accrued accumulated and unpaid distributions (whether or not declared) to, but not including, to the date of payment or the date the liquidation preference is set apart for payment (the “Liquidating Distributions”). B. If upon any such voluntary or involuntary liquidation, dissolution before any distribution or winding up payment is made to holders of Common Units or any other equity securities of the Partnership, the available assets of the Operating Partnership are insufficient ranking junior to pay the full amount of the Liquidating Distributions on all outstanding Series A Preferred Units and the corresponding amounts payable on all outstanding Parity Preferred Units, then the holders of Series A Preferred Units and Parity Preferred Units shall share ratably in any such distribution of assets in proportion to the full Liquidating Distributions to which they would otherwise be respectively entitled. C. Upon any voluntary or involuntary liquidation, dissolution or winding up of the Partnership, after payment shall have been made in full to the holders of the Series A Preferred Units and any Parity Preferred Units, any other series or class or classes as to the distribution of Junior Preferred Units shall be entitled to receive any and all assets remaining to be paid or distributed, and the holders of the Series A Preferred Units and any Parity Preferred Units shall not be entitled to share therein. D. upon a liquidation. After payment of the full amount of the Liquidating Distributions liquidating distributions 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 Operating Partnership. E. For (ii) In the avoidance event that, upon any liquidation of doubtthe Operating Partnership, the consolidation, merger or conversion available assets of the Operating 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 other equity securities of the Operating Partnership ranking on a parity with Series A Preferred Units in the distribution of assets upon a liquidation, then the holders of Series A Preferred Units and all other such equity securities 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) The consolidation or merger of the Operating Partnership with or into another any other entity, or the merger of another entity with or into the Operating Partnership, or a statutory unit exchange by the Partnership Operating Partnership, or the sale, lease, transfer lease or conveyance of all or substantially all of the assets property or business of the Partnership Operating Partnership, shall not be considered deemed to constitute a liquidation, dissolution or winding up liquidation of the affairs Operating Partnership. (iv) The liquidation preference of the Partnershipoutstanding Series A Preferred Units will not be added to the liabilities of the Operating Partnership for the purpose of determining whether under the Delaware Revised Uniform Limited Partnership Act a distribution may be made to unitholders of the Operating Partnership whose preferential rights upon dissolution of the Operating Partnership are junior to those of holders of Series A Preferred Units.

Liquidation Preference. A. (a) Upon any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Partnership, before any distribution or payment shall be made to the holders of any Common Units or Junior Preferred Units, the holders of the Series A Class [●] Preferred Units then outstanding shall be are entitled to be paid, or have the Partnership declare and set apart for payment, receive out of the assets of the Partnership legally available for distribution to its Partners after payment members or provision for payment of all debts and other liabilities of the Partnership, equity holders however denominated a liquidation preference in cash equal to the sum of $25.00 per Series A Preferred Unit the following (collectively, the “Base Liquidation Preference”)): (i) $1,000 per Class [●] Preferred Unit, plus an amount equal to any accrued and (ii) all accumulated but unpaid distributions (whether or not declared) to, but not including, thereon through and including the date of payment payment, and (iii) if applicable, the Redemption Premium (as defined below) then in effect, before any distribution of assets is made to holders of any other class or series of Partnership Units that ranks junior to the date the Class [●] Preferred Units as to liquidation preference is set apart for payment (the “Liquidating Distributions”)rights. B. If (b) In the event that, upon any such voluntary or involuntary liquidation, dissolution or winding up of the Partnershipup, the legally available assets of the Partnership are insufficient to pay the full amount of the Liquidating Distributions Liquidation Preference on all outstanding Series A Preferred Units and the corresponding amounts payable on all outstanding Parity Class [●] Preferred Units, then the holders of Series A Preferred Units and Parity the Class [●] Preferred Units shall share ratably in any such distribution of assets in proportion to the full Liquidating Distributions liquidating distributions to which they would otherwise be respectively entitled. C. Upon any voluntary or involuntary liquidation, dissolution or winding up of the Partnership, after payment shall have been made in full to the holders of the Series A Preferred Units and any Parity Preferred Units, any other series or class or classes of Junior Preferred Units shall be entitled to receive any and all assets remaining to be paid or distributed, and the holders of the Series A Preferred Units and any Parity Preferred Units shall not be entitled to share therein. D. (c) After payment of the full amount of the Liquidating Distributions Liquidation Preference to which they are entitled, the holders of Series A the Class [●] Preferred Units will have no right or claim to any of the remaining assets of the Partnership. E. For (d) Upon the avoidance Partnership’s provision of doubtwritten notice as to the effective date of any such liquidation, dissolution or winding up of the Partnership, accompanied by a check or wire transfer of immediately available funds in the amount of the full Liquidation Preference to which each record holder of the Class [●] Preferred Units is entitled, the consolidation, Class [●] Preferred Units shall no longer be deemed outstanding Partnership Units and all rights of the holders of the Class [●] Preferred Units will terminate. (e) The consolidation or merger or conversion of the Partnership with or into another entity, the merger any other business enterprise or of another entity any other business enterprise with or into the Partnership, a statutory unit exchange by the Partnership or the sale, lease, transfer lease or conveyance of all or substantially all of the assets or business of the Partnership Partnership, shall not be considered deemed to constitute a liquidation, dissolution or winding up of the affairs of the Partnership.

Liquidation Preference. A. a) Upon any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Partnership, before any distribution or payment shall be made to the holders of any Common Units or Junior Preferred Units, the holders of the Series A B Preferred Units then outstanding shall be entitled to be paid, or have the Partnership declare and set apart aside for payment, out of the assets of the Partnership legally available for distribution to its Partners after payment of or provision for payment of all debts and other liabilities of the Partnership, a liquidation preference in cash of $25.00 per Series A B Preferred Unit (the “Base Liquidation Preference”), plus an amount equal to any accrued and unpaid distributions (whether or not declared) to, but not including, the date of payment or the date the liquidation preference is set apart aside for payment (the “Liquidating Distributions”). B. b) If upon any such voluntary or involuntary liquidation, dissolution or winding up of the Partnership, the available assets of the Partnership are insufficient to pay the full amount of the Liquidating Distributions on all outstanding Series A B Preferred Units and the corresponding amounts payable on all outstanding Parity Preferred Units, then the holders of Series A B Preferred Units and Parity Preferred Units shall share ratably in any such distribution of assets in proportion to the full Liquidating Distributions to which they would otherwise be respectively entitled. C. c) 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, any other series or class or classes of Junior Preferred Units shall be entitled to receive any and all assets remaining to be paid or distributed, and the holders of the Series A B Preferred Units and any Parity Preferred Units shall not be entitled to share therein. D. d) After payment of the full amount of the Liquidating Distributions to which they are entitled, holders of Series A B Preferred Units will have no right or claim to any of the remaining assets of the Partnership. E. 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 deemed to constitute a liquidation, dissolution or winding up of the affairs of the Partnership.

Liquidation Preference. A. (a) Upon any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Partnership, before any distribution or payment shall be made to the holders of any Common Partnership Units or Series E Junior Preferred Units, the holders of the Series A E 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 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 $25.00 100.00 per Series A E Preferred Unit (the “Base Liquidation Preference”), plus an amount equal to any accrued and unpaid distributions (whether or not declared) to, but not and including, the date of payment or the date the liquidation preference is set apart for payment (the “Series E Liquidating Distributions”). B. (b) If upon any such voluntary or involuntary liquidation, dissolution or winding up of the Partnership, the available assets of the Partnership are insufficient to pay the full amount of the Series E Liquidating Distributions on all outstanding Series A E Preferred Units and the corresponding amounts payable on all outstanding Series E Parity Preferred Units, then the holders of Series A E Preferred Units and Series E Parity Preferred Units shall share ratably in 70854562v4 any such distribution of assets in proportion to the full Series E Liquidating Distributions to which they would otherwise be respectively entitled. C. (c) Upon any voluntary or involuntary liquidation, dissolution or winding up of the Partnership, after payment shall have been made in full to the holders of the Series A E Preferred Units and any Series E Parity Preferred Units, any other series or class or classes of Series E Junior Preferred Units shall be entitled to receive any and all assets remaining to be paid or distributed, and the holders of the Series A E Preferred Units and any Series E Parity Preferred Units shall not be entitled to share therein. D. (d) After payment of the full amount of the Liquidating Distributions to which they are entitled, holders of Series A E Preferred Units will have no right or claim to any of the remaining assets of the Partnership. E. (e) For the avoidance of doubt, the consolidation, consolidation or merger or conversion of the Partnership with or into another entity, the merger of another entity with or into the Partnership, a statutory unit exchange by the Partnership or the sale, lease, transfer or conveyance of all or substantially all of the assets or business of the Partnership shall not be considered a liquidation, dissolution or winding up of the affairs of the Partnership.

Liquidation Preference. A. Upon any voluntary or involuntary liquidation, dissolution or winding up of (i) In the affairs of the Partnership, before any distribution or payment shall be made to the holders event of any Common Units or Junior Preferred Units, the holders of the Series A 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 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 $25.00 per Series A Preferred Unit (the “Base Liquidation Preference”), plus an amount equal to any accrued and unpaid distributions (whether or not declared) to, but not including, the date of payment or the date the 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 holders of the Series B Preferred Units will be entitled to 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 rights of the holders of Partnership Interests of any class or series ranking senior to the Series B Preferred Units with respect to the distribution of assets upon liquidation, dissolution or winding up, a liquidation preference of Twenty-Five Dollars ($25.00) per Series B 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 B Preferred Units as to liquidation rights. (ii) 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 full amount of the Liquidating Distributions liquidating distributions on all outstanding Series A B Preferred Units and the corresponding amounts payable on Partnership Interests of all outstanding Parity other classes or series ranking on a parity with the Series B Preferred Units in the distribution of assets, including the Series A Preferred Units, then the holders of the Series B Preferred Units, the Series A Preferred Units and Parity Preferred Units 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 liquidating distributions to which they would otherwise be respectively entitled. C. Upon (iii) Holders of Series B 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, after payment shall have been made in full Partnership no fewer than 30 days and no more than 60 days prior to the holders of the Series A Preferred Units and any Parity Preferred Units, any other series or class or classes of Junior Preferred Units shall be entitled to receive any and all assets remaining to be paid or distributed, and the holders of the Series A Preferred Units and any Parity Preferred Units shall not be entitled to share therein. D. payment date. After payment of the full amount of the Liquidating Distributions liquidating distributions to which they are entitled, the holders of Series A B Preferred Units will shall have no right or claim to any of the remaining assets of the Partnership. E. For the avoidance of doubt, the consolidation, (iv) The consolidation or merger or conversion of the Partnership with or into another entityany other limited partnership, the merger corporation or entity or of another any other entity with or into the Partnership, a statutory unit exchange by the Partnership or the sale, lease, transfer or conveyance of all or substantially all of the assets property or business of the Partnership Partnership, shall not be considered deemed to constitute a liquidation, dissolution or winding up of the affairs of the Partnership.

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

Liquidation Preference. A. Upon In the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Partnership, whether voluntary or involuntary, before any payment or distribution of the Partnership (whether capital, surplus or payment otherwise) shall be made under Section 5.06(a) to any classes of ownership interest in the Partnership that are junior in priority as to payments or distributions upon liquidation, dissolution or winding up of the Partnership (for purposes of this Section 4, individually or collectively, “liquidation rights”) to the holders of any Common Units or Junior Convertible Preferred Partnership Units, the holders of the Series A Preferred Units then outstanding General Partner shall be entitled to be paid, or have the Partnership declare and set apart for a preference payment, out for each Monthly Income Preferred Partnership Unit, equal to the sum 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 (i) $25.00 per Series A Preferred Unit (the “Base Liquidation Preference”)1,000, plus (ii) an amount equal to any accrued and unpaid distributions (whether or not declared) to, but not including, interest on one Convertible Note to the date of payment or the date the liquidation preference is set apart for payment (the “Liquidating DistributionsConvertible Unit Liquidation Preference”). B. If . Until the Convertible Unit Liquidation Preference with respect to all Convertible Preferred Partnership Units outstanding at the time of the liquidation, dissolution or winding up of the Partnership (the “Convertible Liquidation Preference”) has been paid in full, no payment shall be made under Section 5.06(a) with respect to any classes of ownership interest in the Partnership that are junior in priority to the Convertible Preferred Partnership Units as to liquidation rights. If, upon any such voluntary or involuntary liquidation, dissolution or winding up of the Partnership, the available assets of the Partnership are Partnership, or the proceeds thereof, shall be insufficient to pay in full both the full amount of the Liquidating Distributions on all outstanding Series A Preferred Units Convertible Liquidation Preference and the corresponding amounts payable on all outstanding Parity any other ownership interests in the Partnership that are on a parity with the Convertible Preferred Partnership Units as to liquidation rights, then such assets of the Partnership, or the proceeds thereof, shall be distributed among the General Partner, as the holder of the Convertible Preferred Partnership Units, then and the holders of Series A Preferred Units and Parity Preferred Units shall share ratably in any such distribution of assets ownership interests in the Partnership that are on a parity with the Convertible Preferred Partnership Units as to liquidation rights, ratably in proportion to the full Liquidating Distributions full, respective, preferential distributions to which they would otherwise be respectively entitled. C. Upon any voluntary or involuntary liquidation, dissolution or winding up entitled as a result of their respective liquidation rights. After payment in full of the PartnershipConvertible Liquidation Preference, after payment shall have been made in full to the holders General Partner, as the holder of the Series A Convertible Preferred Units and any Parity Preferred Partnership Units, any other series or class or classes of Junior Preferred Units shall be entitled to receive any and all assets remaining to be paid or distributed, and the holders of the Series A Preferred Units and any Parity Preferred Units shall not be entitled to share therein. D. After payment of the full amount of the Liquidating Distributions to which they are entitled, holders of Series A Preferred Units will have no right or claim by reason of such Convertible Preferred Partnership Units to any of the remaining assets of the Partnership. E. For . After the avoidance of doubtAggregate Liquidation Preference has been paid to the General Partner, liquidating distributions shall be made to the Partners as provided in Section 5.06(a). Prior to making payments to the Partners under Section 5.06(a), the consolidation, merger or conversion Capital Account of the Partnership with or into another entity, General Partner shall be reduced to reflect 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 payment of the assets or business of the Partnership shall not be considered a liquidation, dissolution or winding up of the affairs of the PartnershipAggregate Liquidation Preference.

Liquidation Preference. A. (A) Upon any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Partnership, before any distribution or payment shall be made to the holders of any Common Units or Junior Series E Preferred Units, the holders of the Series A Preferred Mirror Units then outstanding shall be are entitled to be paid, or have the Partnership declare and set apart for payment, paid out of the assets of the Partnership legally available for distribution to its the Partners after payment or provision for payment of all debts and other liabilities pursuant to Section 13.5(a) of the Partnership, Partnership Agreement a liquidation preference in cash of $25.00 equal to the Stated Value per Series A E Preferred Unit (the “Base Liquidation Preference”)Mirror Unit, plus an amount equal to any accrued and unpaid distributions (whether or not declared) to, but not including, to the date of payment payment, before any distribution of assets is made to holders of Class A Units and GP Units or any other Partnership Interests that rank junior to the date the liquidation preference is set apart for payment (the “Liquidating Distributions”)Series E Preferred Mirror Units upon liquidation, dissolution or winding up. B. If (B) In the event that, upon any such voluntary or involuntary liquidation, dissolution or winding up of the Partnershipup, the available assets of the Partnership are insufficient to pay the full amount of the Liquidating Distributions liquidating distributions on all outstanding Series A E Preferred Mirror Units and the corresponding amounts payable on all outstanding Parity other Partnership Interests ranking on a parity with the Series E Preferred Mirror Units in the distribution of assets, including the Series A Preferred Mirror Units, the Series B Preferred Units and the Series D Preferred Mirror Units, then such assets shall be allocated among the holders Series E Preferred Mirror Units, as a class, and each class or series of Series A Preferred Units and Parity Preferred Units shall share ratably in any such distribution of assets other such Partnership Interests, as classes, in proportion to the full Liquidating Distributions liquidating distributions to which they would otherwise be respectively entitled. C. Upon any voluntary or involuntary liquidation, dissolution or winding up of the Partnership, after payment shall have been made in full to the holders of the Series A Preferred Units and any Parity Preferred Units, any other series or class or classes of Junior Preferred Units shall be entitled to receive any and all assets remaining to be paid or distributed, and the holders of the Series A Preferred Units and any Parity Preferred Units shall not be entitled to share therein. D. (C) After payment of the full amount of the Liquidating Distributions liquidating distributions to which they are entitled, the holders of Series A E Preferred Mirror Units will have no right or claim to any of the remaining assets of the Partnership. E. For the avoidance of doubt, the consolidation, (D) The consolidation or merger or conversion of the Partnership with or into another entityany other partnership, the merger limited liability company, corporation, trust or entity or of another any other partnership, limited liability company, corporation, trust or other entity with or into the Partnership, a statutory unit exchange by the Partnership or the sale, lease, transfer lease or conveyance of all or substantially all of the assets property or business of the Partnership Partnership, shall not be considered deemed to constitute a liquidation, dissolution or winding up of the affairs Partnership for purposes of the Partnershipthis Section 1(d).

Liquidation Preference. A. Upon It is intended that upon any voluntary or involuntary liquidation, dissolution dissolution, termination, cancellation or winding up of the affairs of the Partnership, before any distribution or payment shall be made to the holders of any Common Units or Junior Preferred Units, the holders of the Series A B Preferred Units then outstanding shall will be entitled paid pursuant to be paidSection 13.2A(4) of the Partnership Agreement, or have the Partnership declare and set apart for payment, out of the assets of the Partnership legally available for distribution to its Partners holders of Partnership Units, after payment of or provision for payment of all the Partnership’s debts and other liabilities of liabilities, the Partnership, a liquidation preference in cash of $25.00 per Series A B Preferred Unit (the “Base Liquidation Preference”)Unit, plus an amount equal to any accrued and unpaid distributions Cash Distributions (whether or not authorized or declared) to, thereon to but not including, including the date of payment or the date the liquidation preference amount for payment is set apart for payment (collectively, the “Liquidating Distributions”). B. If upon , before any such voluntary distribution or involuntary liquidation, dissolution or winding up payment of assets is made to holders of Junior Units. It is intended that if the Partnership, the available assets of the Partnership legally available for distribution to holders of Partnership Units are insufficient to pay in full pursuant to Section 13.2A(4) of the full amount of Partnership the Liquidating Distributions on all outstanding Series A B Preferred Units and the corresponding amounts payable on all outstanding Parity Preferred Units, then the holders of Series A Preferred Units and Parity Preferred Units shall share ratably in any such distribution of all assets in proportion to the full Liquidating Distributions to which they would otherwise be respectively entitled. C. Upon any voluntary or involuntary liquidation, dissolution or winding up of the Partnership, after payment shall have been made in full distributed to the holders of the Series A B Preferred Units and any Parity Preferred Units, any other series or class or classes series of Junior Preferred Parity Units shall be entitled distributed ratably in proportion to receive the respective preferential liquidation amounts to which they are entitled. Written notice of the effective date of any and all assets remaining to be paid such liquidation, dissolution, 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 and any Parity Preferred Units at the respective addresses of such holders as the same shall not be entitled to share thereinappear on the transfer records of the Partnership. D. B. After payment of the full amount of the Liquidating Distributions to which they are entitled, the holders of Series A B Preferred Units will shall have no right or claim to any of the remaining assets of the Partnership. E. 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 considered a liquidation, dissolution dissolution, termination, cancellation or winding up of the affairs of the Partnership.

Liquidation Preference. A. (a) Upon any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Partnership, before any distribution or payment shall be made to the holders of any Common Units or Junior any other class or series of Partnership Units ranking, as to rights upon any voluntary or involuntary liquidation, dissolution or winding up of the Partnership, junior to the Series B Preferred Units, the holders of the Series A B Preferred Units then outstanding shall be entitled to be paid, or have the Partnership declare and set apart for payment, paid out of the assets of the Partnership legally available for distribution to its Partners unitholders, after payment of or provision for payment of all the debts and other liabilities of the Partnership, a liquidation preference in cash of $25.00 2,500 per Series A Preferred Unit (the “Base Liquidation Preference”)unit, plus an amount equal to any accrued and unpaid distributions (whether or not declared) up to, but not including, excluding the date of payment or payment. In the date the liquidation preference is set apart for payment (the “Liquidating Distributions”). B. If event that, upon any such voluntary or involuntary liquidation, dissolution or winding up of the Partnershipup, the available assets of the Partnership are insufficient to pay the full amount of the Liquidating Distributions liquidating distributions on all outstanding Series A B Preferred Units and the corresponding amounts payable on all outstanding Parity other classes or series of Partnership Units ranking, as to liquidation rights, on parity with the Series B Preferred UnitsUnits in the distribution of assets, then the holders of the Series A B Preferred Units and Parity the holders of each such other class or series of Partnership Units ranking, as to rights upon any voluntary or involuntary 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 liquidating distributions to which they would otherwise be respectively entitled. C. Upon any voluntary or involuntary liquidation, dissolution or winding up of the Partnership, after payment shall have been made in full to the holders of the Series A Preferred Units and any Parity Preferred Units, any other series or class or classes of Junior Preferred Units shall be entitled to receive any and all assets remaining to be paid or distributed, and the holders of the Series A Preferred Units and any Parity Preferred Units shall not be entitled to share therein. D. . After payment of the full amount of the Liquidating Distributions liquidating distributions to which they are entitled, the holders of the Series A 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. E. For the avoidance of doubt, the consolidation, . The consolidation or merger or conversion of the Partnership with or into another any other corporation, trust or entity, the merger of another entity with or into the Partnership, a statutory unit exchange by the Partnership or the voluntary sale, lease, transfer or conveyance of all or substantially all of the assets property or business of the Partnership Partnership, shall not be considered deemed to constitute a liquidation, dissolution or winding up of the affairs Partnership within the meaning of the Partnershipthis Section 4.

Liquidation Preference. A. Upon any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Partnership, before any distribution or payment shall be made to the holders of any Common Units or Junior Preferred Units, the holders of the Series A Preferred Units then outstanding shall be are entitled to be paid, or have the Partnership declare and set apart for payment, paid out of the assets of the Partnership legally available for distribution to its Partners after payment or provision for payment of all debts and other liabilities of the Partnership, partners a liquidation preference in cash 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 declared) to, but not including, to the date of payment payment, but without interest, before any distribution of assets is made to holders of Common Units or the date the liquidation preference is set apart for payment (the “Liquidating Distributions”). B. If upon any such voluntary other class or involuntary liquidation, dissolution or winding up series of the Partnership, the available assets of Partnership Interests in the Partnership are insufficient that ranks junior to pay the full amount of the Liquidating Distributions on all outstanding Series A Preferred Units and the corresponding amounts payable on all outstanding Parity Preferred Units, then as to liquidation rights. The Partnership will promptly provide to the holders of Series A Preferred Units and Parity Preferred Units shall share ratably in written notice of any such distribution of assets in proportion to event triggering the full Liquidating Distributions to which they would otherwise be respectively entitled. C. Upon any voluntary or involuntary liquidation, dissolution or winding up of the Partnership, after payment shall have been made in full to the holders of the Series A Preferred Units and any Parity Preferred Units, any other series or class or classes of Junior Preferred Units shall be entitled right 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. such Liquidation Preference. After payment of the full amount of the Liquidating Distributions to which they are entitledLiquidation Preference, the holders of Series A Preferred Units will have no right or claim to any of the remaining assets of the Partnership. E. For . If, upon any voluntary or involuntary dissolution, liquidation, or winding up of the avoidance of doubtPartnership, the consolidationamounts payable with respect to the Liquidation Preference, plus an amount equal to any accrued and unpaid distributions to the date of payment, of the Series A Preferred Units and any other units of the Partnership ranking as to any such distribution on a parity with the Series A Preferred Units are not paid in full, the holders of the Series A Preferred Units and of such other units will share ratably in any such distribution of assets of the Partnership in proportion to the full respective preference amounts to which they are entitled. The consolidation or merger or conversion of the Partnership with or into another entityany other partnership, the merger corporation, trust or entity or of another entity any other partnership or corporation with or into the Partnership, a statutory unit exchange by the Partnership or the sale, lease, transfer lease or conveyance of all or substantially all of the assets property or business of the Partnership Partnership, shall not be considered deemed to constitute a liquidation, dissolution or winding up of the affairs of the Partnership.

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

Liquidation Preference. A. (a) Upon any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Partnership, before any distribution or payment shall be made to the holders of any Common Units or Junior Preferred Units, the holders of the Series A Preferred Units then outstanding shall be entitled to be paid, or have the Partnership declare and set apart for payment, paid out of the assets of the Partnership legally available for distribution to its Partners partners, after payment of or provision for payment of all the debts and other liabilities of the Partnership and any class or series of Preferred Units issued by the Partnership ranking, as to rights upon any voluntary or involuntary liquidation, dissolution or winding up of the Partnership, senior to the Series A Preferred Units, a liquidation preference in cash of $25.00 per Series A Preferred Unit unit (the “Base Liquidation Preference”), plus an amount equal to any accrued and unpaid distributions (whether or not authorized or declared) up to, but not includingexcluding, the date of payment or payment. In the date the liquidation preference is set apart for payment (the “Liquidating Distributions”). B. If event that, upon any such voluntary or involuntary liquidation, dissolution or winding up of the Partnershipup, the available assets of the Partnership are insufficient to pay the full amount of the Liquidating Distributions liquidating distributions on all outstanding Series A Preferred Units and the corresponding amounts payable on all outstanding any Parity Preferred Units, then the holders of the Series A Preferred Units and any Parity Preferred Units shall share ratably in any such distribution of assets in proportion to the full Liquidating Distributions liquidating distributions to which they would otherwise be respectively entitled. C. Upon . Written notice of any such voluntary or involuntary liquidation, dissolution or winding up 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 full be payable, shall be given not fewer than 30 or more than 60 days prior to the holders payment date stated therein, to each record holder of the Series A Preferred Units and any Parity Preferred Units, any other series or class or classes at the respective addresses of Junior Preferred Units such holders as the same shall be entitled to receive any and all assets remaining to be paid or distributed, and the holders appear on records of the Series A Preferred Units and any Parity Preferred Units shall not be entitled to share therein. D. Partnership. After payment of the full amount of the Liquidating Distributions liquidating distributions 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. E. For the avoidance of doubt, the consolidation, . The consolidation or merger or conversion of the Partnership with or into another any other corporation, trust or other entity, the merger of another entity with or into the Partnership, a statutory unit exchange by the Partnership or the voluntary sale, lease, transfer or conveyance of all or substantially all of the assets property or business of the Partnership Partnership, shall not be considered deemed to constitute a liquidation, dissolution or winding up of the affairs Partnership. (b) In determining whether a distribution (other than upon voluntary or involuntary liquidation), by distribution, redemption or other acquisition of the Partnership Units, 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 Series A Preferred Units shall not be added to the Partnership’s total liabilities.

Liquidation Preference. A. (a) Upon any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Partnership, after payment of or provision for the Partnership’s debts and liabilities and any other class or series of equity securities of the Partnership ranking, with respect to rights upon the Partnership’s voluntary or involuntary liquidation, dissolution or winding up, senior to the Series A Preferred Units and before any distribution or payment shall be made to the holders of any Common Units, LTIP Units or Junior Preferred Units, the holders of the Series A Preferred Units then outstanding shall be entitled to be paid, or have the Partnership declare and set apart for payment, paid out of the assets of the Partnership legally available for distribution to its Partners after payment or provision for payment of all debts and other liabilities of the Partnership, a liquidation preference in cash of $25.00 5.00 per Series A Preferred Unit (the “Base Liquidation Preference”), plus an amount equal to any accrued and unpaid distributions (whether or not declared) Series A Preferred Return to, but not including, the date of payment or (together with the date the liquidation preference is set apart for payment (Base Liquidation Preference, the “Liquidating DistributionsDistribution”). B. (b) If upon any such voluntary or involuntary liquidation, dissolution or winding up of the Partnership, the available assets of the Partnership are insufficient to pay the full amount of the Liquidating Distributions on all outstanding Series A Preferred Units and the corresponding amounts payable on all outstanding Parity Preferred Units, then the holders of Series A Preferred Units and Parity Preferred Units shall share ratably in any such distribution of assets in proportion to the full Liquidating Distributions to which they would otherwise be respectively entitled. C. Upon any voluntary or involuntary liquidation, dissolution or winding up of the Partnership, after payment shall have been made in full to the holders of the Series A Preferred Units and any Parity Preferred Units, any other series or class or classes of Junior Preferred Units shall be entitled to receive any and all assets remaining to be paid or distributed, and the holders of the Series A Preferred Units and any Parity Preferred Units shall not be entitled to share therein. D. (c) 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. (d) For the avoidance of doubt, the consolidation, conversion or merger or conversion of the Partnership with or into another any other person, corporation, trust or entity, the merger of another entity with or into the Partnership, a statutory unit exchange by the Partnership or the sale, lease, transfer or conveyance of all or substantially all of the assets or business of the Partnership shall not be considered deemed to constitute a liquidation, dissolution or winding up of the affairs of the Partnership.

Liquidation Preference. A. Upon any voluntary or involuntary liquidation, dissolution or winding up of (i) In the affairs of the Partnership, before any distribution or payment shall be made to the holders event of any Common Units or Junior Preferred Units, the holders of the Series A 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 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 $25.00 per Series A Preferred Unit (the “Base Liquidation Preference”), plus an amount equal to any accrued and unpaid distributions (whether or not declared) to, but not including, the date of payment or the date the 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 holders of the Series A Preferred Units will be entitled to 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 rights of the holders of Partnership Interests of any class or series ranking senior to the Series A Preferred Units with respect to the distribution of assets upon liquidation, dissolution or winding up, a liquidation preference of Twenty-Five Dollars ($25.00) per Series A 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 A Preferred Units as to liquidation rights. (ii) 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 full amount of the Liquidating Distributions liquidating distributions on all outstanding Series A Preferred Units and the corresponding amounts payable on Partnership Interests of all outstanding Parity other classes or series ranking on a parity with the Series A Preferred UnitsUnits in the distribution of assets, then the holders of the Series A Preferred Units and Parity Preferred Units 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 liquidating distributions to which they would otherwise be respectively entitled. C. Upon (iii) Holders of Series A 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, after payment shall have been made in full Partnership no fewer than 30 days and no more than 60 days prior to the holders of the Series A Preferred Units and any Parity Preferred Units, any other series or class or classes of Junior Preferred Units shall be entitled to receive any and all assets remaining to be paid or distributed, and the holders of the Series A Preferred Units and any Parity Preferred Units shall not be entitled to share therein. D. payment date. After payment of the full amount of the Liquidating Distributions liquidating distributions to which they are entitled, the holders of Series A Preferred Units will shall have no right or claim to any of the remaining assets of the Partnership. E. For the avoidance of doubt, the consolidation, (iv) The consolidation or merger or conversion of the Partnership with or into another entityany other limited partnership, the merger corporation or entity or of another any other entity with or into the Partnership, a statutory unit exchange by the Partnership or the sale, lease, transfer or conveyance of all or substantially all of the assets property or business of the Partnership Partnership, shall not be considered deemed to constitute a liquidation, dissolution or winding up of the affairs of the Partnership.

Liquidation Preference. A. Upon any voluntary or involuntary (a) In the event of the liquidation, dissolution or winding up of the affairs of the Partnership, before any distribution whether voluntary or payment shall be made to the holders of any Common Units or Junior Preferred Unitsinvoluntary, the holders of the Series A Preferred Units then outstanding shall be entitled to be paid, or have the Partnership declare and set apart for payment, paid out of the assets of the Partnership legally available for distribution to its Partners after payment or provision for payment of all debts and other liabilities of the Partnership, a liquidation preference in cash 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 declared) to, but not including, to and including the date of the liquidation, dissolution or winding up, before any distribution or payment shall be made to holders of Partnership Units or Junior Preferred Units. In the date the liquidation preference is set apart for payment (the “Liquidating Distributions”). B. If event that, upon any such voluntary or involuntary liquidation, dissolution or winding up of the Partnership, whether voluntary or involuntary, the legally available assets of the Partnership are insufficient to pay the full amount of the Liquidating Distributions liquidating distributions on all outstanding Series A Preferred Units and the corresponding amounts payable on all outstanding Parity Preferred Units, then the record holders of the Series A Preferred Units and all other Parity Preferred Units shall share ratably in any such distribution of assets in proportion to the full Liquidating Distributions liquidating distributions to which they would otherwise be respectively entitled. C. Upon any voluntary or involuntary liquidation, dissolution or winding up of the Partnership, after payment shall have been made in full to the holders of the Series A Preferred Units and any Parity Preferred Units, any other series or class or classes of Junior Preferred Units shall be entitled to receive any and all assets remaining to be paid or distributed, and the holders of the Series A Preferred Units and any Parity Preferred Units shall not be entitled to share therein. D. . After payment of the full amount of the Liquidating Distributions liquidating distributions 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. E. For the avoidance (b) The record holders of doubtSeries A Preferred Units shall be entitled to written notice of any such liquidation, the consolidation, dissolution or winding up. The consolidation or merger or conversion of the Partnership with or into another any other trust, partnership, limited liability company, corporation or other entity, or the consolidation or merger of another any other trust, partnership, limited liability company, corporation or other entity with or into the Partnership, a statutory unit exchange by the Partnership or the sale, lease, transfer or conveyance of all or substantially all of the assets or business of the Partnership shall not be considered deemed to constitute a liquidation, dissolution or winding up of the affairs Partnership if, following the transaction, the Series A Preferred Units remain outstanding as duly authorized Partnership Interests of any successor entity having the Partnershipsame rights and preferences as prior to the transaction.

Liquidation Preference. A. (a) Upon any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Partnership, after payment of or provision for the Partnership’s debts and liabilities and any other class or series of equity securities of the Partnership ranking, with respect to rights upon the Partnership’s voluntary or involuntary liquidation, dissolution or winding up, senior to the Series A Preferred Units and before any distribution or payment shall be made to the holders of any Common Units or Junior Preferred Units, the holders of the Series A Preferred Units then outstanding shall be entitled to be paid, or have the Partnership declare and set apart for payment, paid out of the assets of the Partnership legally available for distribution to its Partners after payment or provision for payment of all debts and other liabilities of the Partnership, a liquidation preference in cash 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 declared) Series A Preferred Return to, but not including, the date of payment or (together with the date the liquidation preference is set apart for payment (Base Liquidation Preference, the “Liquidating DistributionsDistribution”). B. (b) If upon any such voluntary or involuntary liquidation, dissolution or winding up of the Partnership, the available assets of the Partnership are insufficient to pay the full amount of the Liquidating Distributions on all outstanding Series A Preferred Units and the corresponding amounts payable on all outstanding Parity Preferred Units, then the holders of Series A Preferred Units and Parity Preferred Units shall share ratably in any such distribution of assets in proportion to the full Liquidating Distributions to which they would otherwise be respectively entitled. C. Upon any voluntary or involuntary liquidation, dissolution or winding up of the Partnership, after payment shall have been made in full to the holders of the Series A Preferred Units and any Parity Preferred Units, any other series or class or classes of Junior Preferred Units shall be entitled to receive any and all assets remaining to be paid or distributed, and the holders of the Series A Preferred Units and any Parity Preferred Units shall not be entitled to share therein. D. (c) 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. (d) For the avoidance of doubt, the consolidation, merger or conversion of the Partnership with or into another entity, the merger of another entity with or into the Partnership, a statutory unit exchange by the Partnership or the sale, lease, transfer or conveyance of all or substantially all of the assets or business of the Partnership shall not be considered a liquidation, dissolution or winding up of the affairs of the Partnership.

Liquidation Preference. A. Upon Pursuant to Section 5.6(b) of the Agreement, upon any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Partnership, before any distribution or payment shall be made to the holders of any Common Units or Junior Preferred Units, the holders of the Series A Preferred Units then outstanding shall be are entitled to be paid, or have the Partnership declare and set apart for payment, paid out of the assets of the Partnership legally available for distribution to its Partners Partners, after payment of or provision for payment of all the Partnership’s debts and other liabilities of the Partnershipliabilities, a liquidation preference in cash of $25.00 an amount per Series A Preferred Unit that is equal to such Series A Preferred Unit’s Series A Preferred Capital (the “Base Liquidation Preference”), plus an amount equal ) before any distribution of assets is made to any accrued and unpaid distributions (whether or not declared) to, but not including, holders of Junior Units. If the date of payment or the 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 legally available for distribution to Partners are insufficient to pay in full the full amount of Liquidation Preference on the Liquidating Distributions on all outstanding Series A Preferred Units and the corresponding amounts payable liquidation preference on all outstanding Parity Preferred Units, then the holders of Series A Preferred Units and Parity Preferred Units shall share ratably in any such distribution of assets in proportion to the full Liquidating Distributions to which they would otherwise be respectively entitled. C. Upon any voluntary or involuntary liquidation, dissolution or winding up of the Partnership, after payment shall have been made in full to the holders of the Series A Preferred Units and any Parity Preferred Units, any other series or class or classes of Junior Preferred Units shall be entitled all EAST\180070029.1 assets distributed 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 be distributed pro rata so that the amount of assets distributed per Series A Preferred Unit and per such Parity Preferred Unit shall in all cases bear to each other the same ratio that the Liquidation Preference per Series A Preferred Unit and the liquidation preference per such Parity Preferred Unit bear to each other. Written notice of any 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 be entitled less than 30 nor more than 60 days prior to share the payment date stated therein. D. , to each record holder of the Series A 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 liquidating distributions 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. E. For the avoidance of doubt, the consolidation, . The consolidation or merger or conversion of the Partnership with or into another entity, the a merger of another entity with or into the Partnership, a statutory unit exchange by the Partnership or the a sale, lease, transfer or conveyance of all or substantially all of the assets Partnership’s property or business of the Partnership shall not be considered deemed to constitute a liquidation, dissolution or winding up of the affairs of the Partnership. Notwithstanding the above, for purposes of determining the amount each holder of Series A Preferred Units is entitled to receive with respect to a voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Partnership, no effect shall be given to 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.

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

Liquidation Preference. A. Upon (i) In the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the PartnershipCompany, whether voluntary or involuntary, before any payment or distribution or payment of the assets of the Company shall be made to or set apart for the holders of any Common Units or Junior Preferred Units, DMRC, in its capacity as the holders holder of the Series A Preferred Units then outstanding Units, shall be entitled to be paidreceive the Stated Value per Unit.. If, 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 $25.00 per Series A Preferred Unit (the “Base Liquidation Preference”), plus an amount equal to any accrued and unpaid distributions (whether or not declared) to, but not including, the date of payment or the date the 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 PartnershipCompany, the available assets of the Partnership are Company, or proceeds thereof, distributable to DMRC, in its capacity as the holder of Series A Preferred Units, shall be insufficient to pay in full the full preferential amount aforesaid and liquidating payments on any other Parity Preferred Units, then such assets, or the proceeds thereof, shall be distributed among DMRC, in its capacity as the holder of such Series A Preferred Units, and the Liquidating Distributions holders of any such other Units ranking on all outstanding parity with the Series A Preferred Units (“Parity Preferred Units”) ratably in accordance with the respective amounts that would be payable on such Series A Preferred Units and the corresponding any such other Parity Preferred Units if all amounts payable on thereon were paid in full. For the purposes of this Section D, (x) a consolidation or merger of the Company or DMRC with one or more entities, (y) a statutory share exchange by the Company or DMRC and (z) a sale or transfer of all outstanding Parity Preferred Unitsor substantially all of the Company’s or DMRC’s assets, then shall not be deemed to be a liquidation, dissolution or winding up, voluntary or involuntary, of the Company or DMRC. (ii) Subject to the rights of the holders of Units of any series or class or classes of shares ranking on a parity with or prior to the Series A Preferred Units and Parity Preferred Units shall share ratably in upon any such distribution of assets in proportion to the full Liquidating Distributions to which they would otherwise be respectively entitled. C. Upon any voluntary or involuntary liquidation, dissolution or winding up of the PartnershipCompany, after payment shall have been made in full to DMRC, in its capacity as the holders holder of the Series A Preferred Units and any Parity Preferred Units, as provided in this Section D, any other series or class or classes of Junior Units ranking junior to the Series A Preferred Units shall 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 DMRC, in its capacity as the holders holder of the Series A Preferred Units and any Parity Preferred Units 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. A. (a) Upon any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Partnership, before any distribution or payment shall be made to the holders of any Common Units Class A Units, Class B Units, LTIP Units, or Junior Preferred Units, the holders of the 5.000% Series A 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 legally available for distribution to its Partners after payment or provision for payment of all debts and other liabilities of the PartnershipPartnership and any liquidation preference owing in respect of any Senior Preferred Units, a liquidation preference in cash of $25.00 per Series A Preferred Unit or property at fair market value, as determined by the General Partner, the sum of: (i) the “Base Initial Liquidation Preference”, (ii) the HPA Amount (if positive), plus and (iii) an amount per unit equal to any accrued and unpaid distributions (whether or not declared) to, but not includingexcluding, the date of payment or the date the liquidation preference amount for payment is set apart for payment (the “Liquidating DistributionsFinal Liquidation Preference”). B. (b) If upon any such voluntary or involuntary liquidation, dissolution or winding up of the Partnership, the available assets of the Partnership are insufficient to pay the full amount of the Liquidating Distributions Final Liquidation Preference on all outstanding 5.000% Series A B Participating Preferred Units and the corresponding amounts payable on all outstanding Parity Preferred Units, then the holders of 5.000% Series A B Participating Preferred Units and Parity Preferred Units shall share ratably in any such distribution of assets in proportion to the full Liquidating Distributions amount of the Final Liquidation Preference to which they would otherwise be respectively entitled. C. (c) Until December 31, 2020, the HPA Amount payable upon any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Partnership, shall be subject to a cap as provided in Section 6(e) of the Articles Supplementary. (d) Upon any voluntary or involuntary liquidation, dissolution or winding up of the Partnership, after payment shall have been made in full to the holders of the 5.000% Series A B Participating Preferred Units and any Parity Preferred Units, any other series or class or classes of Junior Preferred Units shall be entitled to receive any and all assets remaining to be paid or distributed, and the holders of the 5.000% Series A B Participating Preferred Units and any Parity Preferred Units shall not be entitled to share therein. D. (e) After payment of the full amount of the Liquidating Distributions Final Liquidation Preference to which they are entitled, holders of 5.000% Series A B Participating Preferred Units will have no right or claim to any of the remaining assets of the Partnership. E. (f) For the avoidance of doubt, the consolidation, consolidation or merger or conversion of the Partnership with or into another entity, the merger of another entity with or into the Partnership, a statutory unit exchange by the Partnership or the sale, lease, transfer or conveyance of all or substantially all of the assets or business of the Partnership shall not be considered a liquidation, dissolution or winding up of the affairs of the Partnership. (g) Notice of liquidation, dissolution or winding up of the Partnership shall be consistent with the notice procedures set forth in Section 5(d) of the Articles Supplementary.

Liquidation Preference. A. (a) Upon any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Partnership, before any distribution or payment shall be made to the holders of any Common Units or Junior Preferred Units, the holders of the Series A B Preferred Units then outstanding shall be are entitled to be paid, or have the Partnership declare and set apart for payment, paid out of the assets of the Partnership legally available for distribution to its Partners after payment or provision for payment of all debts and other liabilities of the Partnership, unitholders a liquidation preference in cash of $25.00 per Series A Preferred Unit share (the “Base Liquidation Preference”), plus an amount equal to any accrued and unpaid distributions dividends to, but excluding, the date of payment (whether or not declared) to), but not includingwithout interest, the date before any distribution of payment assets is made to holders of Common Units or the date the liquidation preference is set apart for payment (the “Liquidating Distributions”). B. If upon any such voluntary other class or involuntary liquidation, dissolution or winding up series of the Partnership, the available assets Units of the Partnership are insufficient that ranks junior to pay the full amount of the Liquidating Distributions on all outstanding Series A B Preferred Units and the corresponding amounts payable on all outstanding Parity Preferred Unitsas to liquidation rights. However, then the holders of Series A Preferred Units and Parity Preferred Units shall share ratably in any such distribution of assets in proportion to the full Liquidating Distributions to which they would otherwise be respectively entitled. C. Upon any voluntary or involuntary liquidation, dissolution or winding up of the Partnership, after payment shall have been made in full to the holders of the Series A B Preferred Units will not be entitled to receive the Liquidation Preference, plus any accrued and any Parity Preferred Unitsunpaid dividends, of such shares until the Liquidation Preference of any other series or class of the Partnership’s Units hereafter issued which ranks senior as to liquidation rights to the Series B Preferred Units has been paid in full. The holders of Series B Preferred Units and all series or classes of Junior the Partnership’s Units which rank on a parity as to liquidation rights with the Series B Preferred Units shall are entitled to share ratably, in accordance with the respective preferential amounts payable on such Units, in any distribution (after payment of the liquidation preference of any Units of the Partnership that ranks senior to the Series B Preferred Units as to liquidation rights) which is not sufficient to pay in full the aggregate of the amounts payable thereon. Holders of Series B Preferred Units will be entitled to written notice of any event triggering the right 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. such Liquidation Preference. After payment of the full amount of the Liquidating Distributions Liquidation Preference, plus any accrued and unpaid dividends to which they are entitled, the holders of Series A 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, . The consolidation or merger or conversion of the Partnership with or into another entityany other Partnership, the merger trust or entity or of another entity any other Partnership with or into the Partnership, a statutory unit exchange by the Partnership or the sale, lease, transfer lease or conveyance of all or substantially all of the assets property or business of the Partnership Partnership, shall not be considered deemed to constitute a liquidation, dissolution or winding up of the affairs Partnership. (b) In determining whether a distribution to holders of Series B Preferred Units (other than upon voluntary or involuntary liquidation) by dividend, redemption or other acquisition of Units of the PartnershipPartnership or otherwise is permitted under the Revised Uniform Limited Partnership Act of Delaware (the “Act”), no effect shall be given to amounts that would be needed, if the Partnership were to be dissolved at the time of the distribution, to satisfy the preferential rights upon distribution of holders of Units of the Partnership whose preferential rights upon dissolution are superior to those receiving the distribution.

Liquidation Preference. A. (a) Upon any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Partnership, before any distribution or payment shall be made to the holders of any Common Units or Junior Preferred Units, the holders of the Series A Preferred Units then outstanding shall be are entitled to be paid, or have the Partnership declare and set apart for payment, paid out of the assets of the Partnership legally available for distribution to its Partners after payment or provision for payment of all debts and other liabilities of the Partnership, unitholders a liquidation preference in cash of $25.00 per Series A Preferred Unit share (the “Base Liquidation Preference”), plus an amount equal to any accrued and unpaid distributions dividends to, but excluding, the date of payment (whether or not declared) to), but not includingwithout interest, the date before any distribution of payment assets is made to holders of Common Units or the date the liquidation preference is set apart for payment (the “Liquidating Distributions”). B. If upon any such voluntary other class or involuntary liquidation, dissolution or winding up series of the Partnership, the available assets Units of the Partnership are insufficient that ranks junior to pay the full amount of the Liquidating Distributions on all outstanding Series A Preferred Units and the corresponding amounts payable on all outstanding Parity Preferred Unitsas to liquidation rights. However, then the holders of Series A Preferred Units and Parity Preferred Units shall share ratably in any such distribution of assets in proportion to the full Liquidating Distributions to which they would otherwise be respectively entitled. C. Upon any voluntary or involuntary liquidation, dissolution or winding up of the Partnership, after payment shall have been made in full to the holders of the Series A Preferred Units will not be entitled to receive the Liquidation Preference, plus any accrued and any Parity Preferred Unitsunpaid dividends, of such shares until the Liquidation Preference of any other series or class or classes of Junior Preferred the Partnership’s Units shall be entitled hereafter issued which ranks senior as to receive any and all assets remaining liquidation rights to be paid or distributed, and the holders of the Series A Preferred Units and any Parity has been paid in full. The holders of Series A Preferred Units shall and all series or classes of the Partnership’s Units which rank on a parity as to liquidation rights with the Series A Preferred Units are entitled to share ratably, in accordance with the respective preferential amounts payable on such Units, in any distribution (after payment of the liquidation preference of any Units of the Partnership that ranks senior to the Series A Preferred Units as to liquidation rights) which is not sufficient to pay in full the aggregate of the amounts payable thereon. Holders of Series A Preferred Units will be entitled to share therein. D. written notice of any event triggering the right to receive such Liquidation Preference. After payment of the full amount of the Liquidating Distributions Liquidation Preference, plus any accrued and unpaid dividends 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. E. For the avoidance of doubt, the consolidation, . The consolidation or merger or conversion of the Partnership with or into another entityany other Partnership, the merger trust or entity or of another entity any other Partnership with or into the Partnership, a statutory unit exchange by the Partnership or the sale, lease, transfer lease or conveyance of all or substantially all of the assets property or business of the Partnership Partnership, shall not be considered deemed to constitute a liquidation, dissolution or winding up of the affairs Partnership. (b) In determining whether a distribution to holders of Series A Preferred Units (other than upon voluntary or involuntary liquidation) by dividend, redemption or other acquisition of Units of the PartnershipPartnership or otherwise is permitted under the Revised Uniform Limited Partnership Act of Delaware (the “Act”), no effect shall be given to amounts that would be needed, if the Partnership were to be dissolved at the time of the distribution, to satisfy the preferential rights upon distribution of holders of Units of the Partnership whose preferential rights upon dissolution are superior to those receiving the distribution.

Liquidation Preference. A. Upon 4.1 In the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Partnership, whether voluntary or involuntary, before any payment or distribution of the Partnership (whether capital, surplus or payment otherwise) shall be made to or set apart for the holders of any Common Units or the Series A Convertible Junior Preferred Partnership Units, the holders of the Series A 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 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 receive $25.00 10.00 per Series A Convertible Preferred Unit (the “Base Series A Convertible Liquidation Preference”), plus an amount per Series A Convertible Preferred Unit equal to any accrued and unpaid all distributions (whether or not declareddeclared or earned) toaccrued and unpaid on the Series A Convertible Preferred Unit; but such holders shall not be entitled to any further payment. Until the holders of the Series A Convertible Preferred Units have been paid the Series A Convertible Liquidation Preference in full, but plus an amount equal to all distributions (whether or not including, declared or earned) accrued and unpaid on the Series A Convertible Preferred Units to the date of final distribution to such holders, no payment shall be made to any holder of Series A Convertible Junior Partnership Units upon the liquidation, dissolution or winding up of the date the liquidation preference is set apart for payment (the “Liquidating Distributions”). B. If Partnership. If, upon any such voluntary or involuntary liquidation, dissolution or winding up of the Partnership, the available assets of the Partnership are Partnership, or proceeds thereof, distributable among the holders of the Series A Convertible Preferred Units shall be insufficient to pay in full the full preferential amount aforesaid and liquidating payments on any Series A Convertible Parity Partnership Units, then such assets, or the proceeds thereof, shall be distributed among the holders of the Liquidating Distributions on all outstanding Series A Convertible Preferred Units and any such Series A Convertible Parity Partnership Units ratably in the corresponding same proportion as the respective amounts that would be payable on all outstanding Parity Preferred Units, then the holders of such Series A Convertible Preferred Units and Parity Preferred Units shall share ratably in any such distribution of assets other Series A Convertible Parity Partnership Units if all amounts payable thereon were paid in proportion to the full Liquidating Distributions to which they would otherwise be respectively entitledfull. C. 4.2 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 Convertible Preferred Units and any Series A Convertible Parity Preferred Partnership Units, as provided in this Section 4, any other series or class or classes of Series A Convertible Junior Preferred Partnership Units shall shall, subject to the respective terms thereof, be entitled to receive any and all assets remaining to be paid or distributed, and the holders of the Series A Convertible Preferred Units and any Series A Convertible Parity Preferred Partnership 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. A. Upon (a) In the event of any Liquidation Event, before any payment or distribution of the assets of the Company shall be made to or set apart for the holders of Junior Units, the holders of the Series B Preferred Units shall be entitled to receive (i) a liquidating distribution in the amount of $25.00 per unit, plus (ii) an amount per Series B Preferred Unit equal to all distributions (whether or not authorized or declared) accrued and unpaid thereon to, but excluding, the date of final distribution to such holders (the “Liquidation Preference”). Such holders of the Series B Preferred Units shall not be entitled to any further payment. (b) If, upon any Liquidation Event, the assets of the Company, or proceeds thereof, distributable among the holders of the Series B Preferred Units shall be insufficient to pay in full the preferential amount aforesaid and liquidating payments on any other Parity Units, including the Series A Preferred Units, then such assets, or the proceeds thereof, shall be distributed among the holders of such Series B Preferred Units and any such other Parity Units, including the Series A Preferred Units, ratably in accordance with the respective amounts that would be payable on such Series B Preferred Units and any such other Parity Units, including the Series A Preferred Units, if all amounts payable thereon were paid in full. For the purposes of this paragraph (6), none of (i) a consolidation or merger of the Company with one or more other entities, (ii) a statutory share exchange or (iii) a voluntary sale, transfer or involuntary conveyance of all or substantially all of the Company’s assets, properties or business shall be deemed to be a Liquidation Event of the Company. (c) Subject to the rights of the holders of Parity Units, including the Series A Preferred Units, upon any liquidation, dissolution or winding up of the affairs of the Partnership, before any distribution or payment shall be made to the holders of any Common Units or Junior Preferred Units, the holders of the Series A 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 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 $25.00 per Series A Preferred Unit (the “Base Liquidation Preference”), plus an amount equal to any accrued and unpaid distributions (whether or not declared) to, but not including, the date of payment or the date the 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 are insufficient to pay the full amount of the Liquidating Distributions on all outstanding Series A Preferred Units and the corresponding amounts payable on all outstanding Parity Preferred Units, then the holders of Series A Preferred Units and Parity Preferred Units shall share ratably in any such distribution of assets in proportion to the full Liquidating Distributions to which they would otherwise be respectively entitled. C. Upon any voluntary or involuntary liquidation, dissolution or winding up of the PartnershipCompany, after payment shall have been made in full to the holders of the Series A Preferred Units and any Parity B Preferred Units, as provided in this paragraph (6), any other series or class or classes of Junior Preferred Units shall Equity Securities 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 and any Parity B Preferred Units shall not be entitled to share therein. D. After payment (d) Written notice 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 such liquidation, dissolution or winding up of the affairs Company, 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 the PartnershipSeries B Preferred Units at the respective addresses of such holders as the same shall appear on the share transfer records of the Corporation. (e) In determining whether a distribution (other than upon voluntary or involuntary liquidation), by dividend, redemption or other acquisition of units of the Company or otherwise, is permitted under the Act, amounts that would be needed, if the Company were to be dissolved at the time of the distribution, to satisfy the preferential rights upon dissolution of holders of Series B Preferred Units shall not be added to the Company’s total liabilities.

Liquidation Preference. A. (a) Upon any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Partnership, before any distribution or payment shall be made to the holders of any Common Units or Junior Preferred Units, the holders of the Series A B 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 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 $25.00 27.50 per Series A B Preferred Unit (the “Base Liquidation Preference”), plus an amount equal to any accrued and unpaid distributions (whether or not declared) to, but not including, the date of payment or the date the liquidation preference Liquidation Preference is set apart for payment (the “Liquidating Distributions”). B. (b) If upon any such voluntary or involuntary liquidation, dissolution or winding up of the Partnership, the available assets of the Partnership are insufficient to pay the full amount of the Liquidating Distributions on all outstanding Series A B Preferred Units and the corresponding amounts payable on all outstanding Parity Preferred Units, then the holders of Series A B Preferred Units and Parity Preferred Units shall share ratably in any such distribution of assets in proportion to the full Liquidating Distributions to which they would otherwise be respectively entitled. C. (c) 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, any other series or class or classes of Junior Preferred Units shall be entitled to receive any and all assets remaining to be paid or distributed, and the holders of the Series A B Preferred Units and any Parity Preferred Units shall not be entitled to share therein. D. (d) After payment of the full amount of the Liquidating Distributions to which they are entitled, holders of Series A B Preferred Units will have no right or claim to any of the remaining assets of the Partnership. E. (e) For the avoidance of doubt, the consolidation, merger or conversion of the Partnership with or into another entity, the merger of another entity with or into the Partnership, a statutory unit exchange by the Partnership or the sale, lease, transfer or conveyance of all or substantially all of the assets or business of the Partnership shall not be considered a liquidation, dissolution or winding up of the affairs of the Partnership.

Liquidation Preference. A. (a) Upon any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Partnership, before any distribution or payment shall be made to the holders of any Common Units Class A Units, Class B Units, LTIP Units, or Junior Preferred Units, the holders of the [ ]% Series A C 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 legally available for distribution to its Partners after payment or provision for payment of all debts and other liabilities of the PartnershipPartnership and any liquidation preference owing in respect of any Senior Preferred Units, a liquidation preference in cash of $25.00 per Series A Preferred Unit or property at fair market value, as determined by the General Partner, the sum of: (i) the “Base Initial Liquidation Preference”, (ii) the HPA Amount (if positive), plus and (iii) an amount per unit equal to any accrued and unpaid distributions (whether or not declared) to, but not includingexcluding, the date of payment or the date the liquidation preference amount for payment is set apart for payment (the “Liquidating DistributionsFinal Liquidation Preference”). B. (b) If upon any such voluntary or involuntary liquidation, dissolution or winding up of the Partnership, the available assets of the Partnership are insufficient to pay the full amount of the Liquidating Distributions Final Liquidation Preference on all outstanding [ ]% Series A C Participating Preferred Units and the corresponding amounts payable on all outstanding Parity Preferred Units, then the holders of [ ]% Series A C Participating Preferred Units and Parity Preferred Units shall share ratably in any such distribution of assets in proportion to the full Liquidating Distributions amount of the Final Liquidation Preference to which they would otherwise be respectively entitled. C. (c) Until March 31, 2021, the HPA Amount payable upon any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Partnership, shall be subject to a cap as provided in Section 6(e) of the Articles Supplementary. (d) Upon any voluntary or involuntary liquidation, dissolution or winding up of the Partnership, after payment shall have been made in full to the holders of the [ ]% Series A C Participating Preferred Units and any Parity Preferred Units, any other series or class or classes of Junior Preferred Units shall be entitled to receive any and all assets remaining to be paid or distributed, and the holders of the [ ]% Series A C Participating Preferred Units and any Parity Preferred Units shall not be entitled to share therein. D. (e) After payment of the full amount of the Liquidating Distributions Final Liquidation Preference to which they are entitled, holders of [ ]% Series A C Participating Preferred Units will have no right or claim to any of the remaining assets of the Partnership. E. (f) For the avoidance of doubt, the consolidation, consolidation or merger or conversion of the Partnership with or into another entity, the merger of another entity with or into the Partnership, a statutory unit exchange by the Partnership or the sale, lease, transfer or conveyance of all or substantially all of the assets or business of the Partnership shall not be considered a liquidation, dissolution or winding up of the affairs of the Partnership. (g) Notice of liquidation, dissolution or winding up of the Partnership shall be consistent with the notice procedures set forth in Section 5(d) of the Articles Supplementary.

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

Liquidation Preference. A. (i) Upon any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Partnership, before any distribution or payment shall be made to the holders of any Common Units or Junior Preferred UnitsTrust, the holders of the Series A Preferred Units Shares then outstanding shall will be entitled to be paid, or have the Partnership Trust declare and set apart for payment, out of the assets of the Partnership Trust legally available for distribution to its Partners shareholders and after payment or provision for payment of all the debts and other liabilities of the PartnershipTrust, a liquidation preference in cash of $25.00 per Series A Preferred Unit Share equal to the sum of the following (collectively, the “Base Series A Liquidation Preference”), plus an amount equal to any ): (A) $1,000.00 and (B) all accrued and unpaid distributions (whether or not declared) to, but not including, dividends thereon through and including the date of payment or payment, before any distribution of assets is made to holders of any Junior Securities. In the date event that the liquidation preference is Trust elects to set apart the Series A Liquidation Preference for payment, the Series A Preferred Shares shall remain outstanding until the holders thereof are paid the full Series A Liquidation Preference, which payment (shall be made no later than immediately prior to the “Liquidating Distributions”)Trust making its final liquidating distribution on the Common Shares. B. If (ii) In the event that, upon any such voluntary or involuntary liquidation, dissolution or winding up of the Partnershipup, the available assets of the Partnership Trust are insufficient to pay the full amount of the Liquidating Distributions Series A Liquidation Preference on all outstanding Series A Preferred Units and the corresponding amounts payable on all outstanding Parity Preferred UnitsShares, then the holders of the Series A Preferred Units and Parity Preferred Units Shares shall share ratably in any such distribution of assets in proportion to the full Liquidating Distributions Series A Liquidation Preference to which they would otherwise be respectively entitled. C. Upon any voluntary or involuntary liquidation, dissolution or winding up of the Partnership, after payment shall have been made in full to the holders of the Series A Preferred Units and any Parity Preferred Units, any other series or class or classes of Junior Preferred Units shall be entitled to receive any and all assets remaining to be paid or distributed, and the holders of the Series A Preferred Units and any Parity Preferred Units shall not be entitled to share therein. D. (iii) After payment of the full amount of the Liquidating Distributions Series A Liquidation Preference to which they are entitled, the holders of Series A Preferred Units Shares will have no right or claim to any of the remaining assets of the PartnershipTrust. E. For (iv) Upon the avoidance Trust’s provision of doubt, written notice as to the consolidation, merger or conversion effective date 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 any such liquidation, dissolution or winding up of the affairs Trust, accompanied by a check in the amount of the Partnershipfull Series A Liquidation Preference to which each record holder of Series A Preferred Shares is entitled, the Series A Preferred Shares shall no longer be deemed outstanding and all rights of the holders of such shares will terminate. Such notice shall be given by first class mail, postage pre-paid, to each record holder of the Series A Preferred Shares at the respective mailing addresses of such holders as the same shall appear on the share transfer records of the Trust.

Liquidation Preference. A. (i) Upon any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Partnership, before any payment or distribution or payment shall be made to or set apart for the holders of any Common Units or Junior Preferred Units, the holders Ashford OP Limited Partner LLC, in its capacity as holder of the Series A Preferred Units then outstanding Partnership Units, shall be entitled to be paid, or have the Partnership declare and set apart for payment, out of the assets of the Partnership legally available for distribution to its Partners after payment or provision for payment of all debts and other liabilities of the Partnership, receive a liquidation preference in cash distribution of $25.00 per Series A Preferred Unit (the “Base Liquidation Preference”)Partnership Unit, plus an amount equal to any all accumulated, accrued and unpaid distributions (whether or not declared) to, but not including, Preferred Return to the date of final distribution, but Ashford OP Limited Partner LLC shall not be entitled to any further payment or the date the liquidation preference is set apart for payment (the “Liquidating Distributions”). B. with respect thereto. If upon any such voluntary or involuntary liquidation, dissolution or winding up of the Partnership, its assets, or proceeds thereof, distributable among Ashford OP Limited Partner LLC, in its capacity as the available assets holder of the Series A Preferred Partnership are Units, shall be insufficient to pay in full the full amount above described preferential distribution and liquidating distributions on any other series of Parity Units, then such assets, or the proceeds thereof, shall be distributed among Ashford OP Limited Partner LLC, in its capacity as the holder of the Liquidating Distributions on all outstanding Series A Preferred Units and the corresponding amounts payable on all outstanding Parity Preferred Partnership Units, then and the holders of any such other Parity Units ratably in the same proportion as the respective amounts that would be payable on such Series A Preferred Partnership Units and Parity Preferred Units shall share ratably in any such distribution of assets other Parity Units if all amounts payable thereon were paid in proportion to the full Liquidating Distributions to which they would otherwise be respectively entitledfull. C. (ii) Upon any voluntary or involuntary liquidation, dissolution or winding up of the Partnership, after payment shall have been made in full to Ashford OP Limited Partner LLC, in its capacity as the holder of the Series A Preferred Partnership Units, holders of the Series A Preferred Units and any Parity Preferred Units, any other series or class or classes of Junior Preferred Partnership Units shall be entitled to receive any and all assets remaining to be paid or distributed, and the holders of the Series A Preferred Units and any Parity Preferred Units shall not be entitled to share therein. D. After payment of the full amount of the Liquidating Distributions to which 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. A. a) Upon any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Partnership, before any distribution or payment shall be made to the holders of any Common Units or Junior Preferred Units, and, subject to the proportionate rights of holders of Parity Preferred Units, including the Series B Preferred Units and the Series C Preferred Units, the holders of the Series A D Preferred Units then outstanding shall be entitled to be paid, or have the Partnership declare and set apart aside for payment, out of the assets of the Partnership legally available for distribution to its Partners after payment of or provision for payment of all debts and other liabilities of the Partnership, a liquidation preference in cash of $25.00 per Series A D Preferred Unit (the “Base Liquidation Preference”), plus an amount equal to any accrued and unpaid distributions (whether or not declared) to, but not including, the date of payment or the date the liquidation preference is set apart aside for payment (the “Liquidating Distributions”). B. b) If upon any such voluntary or involuntary liquidation, dissolution or winding up of the Partnership, the available assets of the Partnership are insufficient to pay the full amount of the Liquidating Distributions on all outstanding Series A D Preferred Units and the corresponding amounts payable on all outstanding Parity Preferred Units, then the holders of Series A D Preferred Units and Parity Preferred Units shall share ratably in any such distribution of assets in proportion to the full Liquidating Distributions to which they would otherwise be respectively entitled. C. c) 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 D Preferred Units and any Parity Preferred Units, any other series or class or classes of Junior Preferred Units and Common Units (to the extent assets remain to be paid or distributed to holders of Common Units after satisfying the payment or distribution obligations to holders of Junior Preferred Units) shall be entitled to receive any and all assets remaining to be paid or distributed, and the holders of the Series A D Preferred Units and any Parity Preferred Units shall not be entitled to share therein. D. d) After payment of the full amount of the Liquidating Distributions to which they are entitled, holders of Series A D Preferred Units will have no right or claim to any of the remaining assets of the Partnership. E. 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 deemed to constitute a liquidation, dissolution or winding up of the affairs of the Partnership.

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

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