Common use of Liquidation Preference Clause in Contracts

Liquidation Preference. (a) In the event of any liquidation, dissolution or winding up of the Partnership or the Company, whether voluntary or involuntary, before any payment or distribution of the assets of the Partnership shall be made to or set apart for the holders of Junior Units, the Company, in its capacity as the holder of the Series SN Preferred Units, shall be entitled to receive One Thousand Dollars ($1,000.00) per Series SN Preferred Unit (the “Liquidation Preference”) plus an amount equal to all distributions (whether or not earned or declared) accrued and unpaid thereon to the date of final distribution to the Company, in its capacity as such holder; but the Company, in its capacity as the holder of Series SN Preferred Units, shall not be entitled to any further payment. If, upon any such liquidation, dissolution or winding up of the Partnership or the Company, the assets of the Partnership, or proceeds thereof, distributable to the Company, in its capacity as the holder of Series SN Preferred Units, shall be insufficient to pay in full the preferential amount aforesaid and liquidating payments on any other units of the Partnership ranking on a parity with the Series SN Preferred Units as to such distribution, then such assets, or the proceeds thereof, shall be distributed among the Company, in its capacity as the holder of such Series SN Preferred Units, and the holders of any such other units ratably in accordance with the respective amounts that would be payable on such Series SN Preferred Units and any such other units if all amounts payable thereon were paid in full. For the purposes of this Section 16.3 (i) a consolidation or merger of the Partnership or the Company with one or more entities, (ii) a statutory share exchange by the Partnership or the Company and (iii) a sale or transfer of all or substantially all of the Partnership’s or the Company’s assets, shall not be deemed to be a liquidation, dissolution or winding up, voluntary or involuntary, of the Partnership or the Company. (b) Subject to the rights of the holders of Partnership Units of any series or class or classes of shares ranking on a parity with or prior to the Series SN Preferred Units upon any liquidation, dissolution or winding up of the Company or the Partnership, after payment shall have been made in full to the Company, in its capacity as the holder of the Series SN Preferred Units, as provided in this Section, any series or class or classes of Junior Units shall, subject to any respective terms and provisions applying thereto, be entitled to receive any and all assets remaining to be paid or distributed, and the Company, in its capacity as the holder of the Series SN Preferred Units, shall not be entitled to share therein.

Liquidation Preference. (ai) In the event of any liquidation, dissolution or winding up of the Partnership or the Company, whether voluntary or involuntary, before any payment or distribution of the assets of the Partnership Company shall be made to or set apart for the holders of Junior Units, the Company, in its capacity as the holder holders of the Series SN I Company Preferred Units, Units shall be entitled to receive One Thousand Dollars ($1,000.00) 25.00 per Series SN I Company Preferred Unit (the “Liquidation Preference”) plus an amount per Series I Company Preferred Unit equal to all accrued and unpaid distributions (whether or not earned or declared) accrued and unpaid thereon to to, but not including, the date of final distribution to the Company, in its capacity as such holderholders; but such holders of the Company, in its capacity as the holder of Series SN I Company Preferred Units, Units shall not be entitled to any further payment. If, upon any such liquidation, dissolution or winding up of the Partnership or the Company, the assets of the PartnershipCompany, or proceeds thereof, distributable to among the Company, in its capacity as holders of the holder of Series SN I Company Preferred Units, Units shall be insufficient to pay in full the preferential amount aforesaid and liquidating payments on any other units of the Partnership ranking on a parity with the Series SN Preferred Units as to such distributionParity Units, then such assets, or the proceeds thereof, shall be distributed among the Company, in its capacity as the holder holders of such Series SN I Company Preferred Units, Units and the holders of any such other units Parity Units ratably in accordance with the respective amounts that would be payable on such Series SN I Company Preferred Units and any such other units Parity Units if all amounts payable thereon were paid in full. For the purposes of this Section 16.3 D, none of (i) a consolidation or merger of the Partnership or the Company with one or more entities, (ii) a statutory share unit exchange by the Partnership Company, or the Company and (iii) a sale or transfer of all or substantially all of the Partnership’s or the Company’s assets, assets shall not be deemed to be a liquidation, dissolution or winding up, voluntary or involuntary, of the Partnership or the Company. (bii) Until payment shall have been made in full to the holders of the Series I Company Preferred Units, as provided in this Section D, and to the holders of Parity Units, subject to any terms and provisions applying thereto, no payment will be made to any holder of Junior Units upon the liquidation, dissolution or winding up of the Company. Subject to the rights of the holders of Partnership Units of any series or class or classes of shares ranking on a parity with or prior to the Series SN Preferred Units Parity Units, upon any liquidation, dissolution or winding up of the Company or the PartnershipCompany, after payment shall have been made in full to the Company, in its capacity as the holder holders of the Series SN I Company Preferred Units, as provided in this SectionSection D, any series or class or classes of Junior Units shall, subject to any respective terms and provisions applying thereto, be entitled to receive any and all assets remaining to be paid or distributed, and the Company, in its capacity as the holder holders of the Series SN I Company Preferred Units, Units shall not be entitled to share therein.

Liquidation Preference. (aA) In the event of any liquidation, dissolution or winding up of the Partnership or the CompanyPartnership, whether voluntary or involuntary, before any payment or distribution of the assets of the Partnership shall be made to or set apart for the holders of Junior Units, the CompanyGeneral Partner, in its capacity as the holder of the Series SN C Preferred Units, shall be entitled to receive One Thousand Dollars the sum of (i) $1,000.00) 100,000 per Series SN C Preferred Unit (the “Liquidation Preference”"SERIES C LIQUIDATION PREFERENCE") plus (ii) an amount equal to all distributions (whether or not earned or declared) accumulated, accrued and unpaid thereon to the date of final distribution to the CompanyGeneral Partner, in its capacity as such holder; but the CompanyGeneral Partner, in its capacity as the holder of Series SN C Preferred Units, Units shall not be entitled to any further payment. Until the holders of Series C Preferred Units have been paid, the Series C Liquidation Preference in full, no payment will be made to any holder of Junior Units upon the liquidation, dissolution, or winding up of the General Partner. If, upon any such liquidation, dissolution or winding up of the Partnership or the CompanyPartnership, the assets of the Partnership, or proceeds thereof, distributable to the CompanyGeneral Partner, in its capacity as the holder of Series SN C Preferred Units, shall be insufficient to pay in full the preferential amount aforesaid and liquidating payments on any other units class or series of the Partnership ranking on a parity with the Series SN Preferred Units as to such distributionParity Units, then such assets, or the proceeds thereof, shall be distributed among the CompanyGeneral Partner, in its capacity as the holder of such Series SN C Preferred Units, and the holders of any such other units Parity Units ratably in accordance with the respective amounts that would be payable on such Series SN C Preferred Units and any such other units Parity Units if all amounts payable thereon were paid in full. For the purposes of this Section 16.3 3, (ix) a consolidation or merger of the Partnership or the Company with one or more entitiespartnerships, limited liability companies, corporations, real estate investment trusts or other entities and (iiy) a statutory share exchange by the Partnership sale, lease or the Company and (iii) a sale or transfer conveyance of all or substantially all of the Partnership’s 's property or the Company’s assets, business shall not be deemed to be a liquidation, dissolution or winding up, voluntary or involuntary, of the Partnership or the CompanyPartnership. (bB) Subject to the rights of the holders of Partnership Units of any series or class or classes of shares of capital stock ranking on a parity with or prior to the Series SN C Preferred Units upon any liquidation, dissolution or winding up of the Company or the Partnership, after payment shall have been made in full to the CompanyGeneral Partner, in its capacity as the holder of the Series SN C Preferred Units, as provided in this SectionSection 3, any other series or class or classes of Junior Units shall, subject to any respective terms and provisions applying thereto, be entitled to receive any and all assets remaining to be paid or distributed, and the CompanyGeneral Partner, in its capacity as the holder of the Series SN C Preferred Units, shall not be entitled to share therein.

Liquidation Preference. (a) In the event of any liquidation, dissolution or winding up of the Partnership or the CompanyPartnership, whether voluntary or involuntary, before any payment or distribution of the assets of the Partnership (whether capital or surplus) shall be made to or set apart for the holders of Junior Units, the Company, in its capacity as the holder holders of the Series SN A Preferred Units, Units shall be entitled to receive One Thousand twenty-five Dollars ($1,000.0025.00) per Series SN A Preferred Unit (the “Liquidation Preference”) plus an amount equal to all distributions (whether or not earned or declared) accrued and unpaid thereon to the date of final distribution to the Companysuch holders, in its capacity as but such holder; but the Company, in its capacity as the holder of Series SN Preferred Units, holders shall not be entitled to any further payment. If, upon any such liquidation, dissolution or winding up of the Partnership or the CompanyPartnership, the assets of the Partnership, or proceeds thereof, distributable to among the Company, in its capacity as holders of the holder of Series SN A Preferred Units, Units shall be insufficient to pay in full the preferential amount aforesaid and liquidating payments on any other units class or series of the Partnership ranking on a parity with the Series SN Preferred Units as to such distributionParity Units, then such assets, or the proceeds thereof, shall be distributed among the Company, in its capacity as the holder of such Series SN Preferred Units, and the holders of the Series A Preferred Units and any such other units Parity Units ratably in accordance with the respective amounts that would be payable on such Series SN A Preferred Units and any such other units Parity Units if all amounts payable thereon were paid in full. For the purposes of this Section 16.3 3.3, (i) a consolidation or merger of the Partnership or the Company with one or more entitiesPersons, (ii) a statutory share exchange by the Partnership or the Company and (iii) a sale or transfer of all or substantially all of the assets of the Partnership’s , or the Company’s assets, (iii) a statutory exchange of units shall not be deemed to be a liquidation, dissolution or winding up, voluntary or involuntary, of the Partnership or the CompanyPartnership. (b) Subject to the rights of the holders of Partnership Units of any series or class or classes of shares ranking on a parity with or prior to the Series SN Preferred Units upon any liquidation, dissolution or winding up of the Company or the PartnershipParity Units, after payment shall have been made in full to the Company, in its capacity as the holder holders of the Series SN A Preferred Units, as provided in this SectionSection 3.3, any other series or class or classes of Junior Units shall, subject to any the respective terms and provisions (if any) applying thereto, be entitled to receive any and all assets remaining to be paid or distributed, and the Company, in its capacity as the holder holders of the Series SN A Preferred Units, Units shall not be entitled to share therein.

Liquidation Preference. (ai) In the event of any liquidation, dissolution or winding up of the Partnership or the Company, whether voluntary or involuntary, before any payment or distribution of the assets of the Partnership Company shall be made to or set apart for the holders of Junior Units, the Company, in its capacity as the each holder of the Series SN A Preferred Units, Units shall be entitled to receive One Thousand Dollars ($1,000.00) per Series SN Preferred Unit (the “Liquidation Preference”) plus an amount equal to all distributions (whether or not earned or declared) accrued and unpaid thereon to the date of final distribution to the Company, in its capacity as such holder's Capital Account in respect of its Series A Preferred Units; but the Company, in its capacity as the holder holders of Series SN A Preferred Units, Units shall not be entitled to any further payment. If, upon any such liquidation, dissolution or winding up of the Partnership or the Company, the assets of the PartnershipCompany, or proceeds thereof, distributable to the Company, in its capacity as the holder holders of Series SN A Preferred Units, shall be insufficient to pay in full the preferential amount aforesaid and liquidating payments on any other units of the Partnership ranking on a parity with the Series SN Preferred Units as to such distributionParity Units, then such assets, or the proceeds thereof, shall be distributed among the Company, in its capacity as holders of the holder of such Series SN A Preferred Units, Units and the holders of any such other units Parity Units ratably in accordance with the respective amounts that would be payable on such Series SN A Preferred Units and any such other units Parity Units if all amounts payable thereon were paid in full. For the purposes of this Section 16.3 4.3(e), none of (i) a consolidation or merger of the Partnership or the Company with or into one or more entities, (ii) a merger of an entity with or into the Company, (iii) a statutory share exchange by the Partnership Company or the Company and (iiiiv) a sale sale, lease or transfer conveyance of all or substantially all of the Partnership’s or the Company’s assets, 's assets shall not be deemed to be a liquidation, dissolution or winding up, voluntary or involuntary, of the Partnership or the Company. (bii) 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 SN Preferred Units upon any liquidation, dissolution or winding up of the Company or the PartnershipParity Units, after payment shall have been made in full to the Company, in its capacity as the holder holders of the Series SN A Preferred Units, Units as provided in this Section, any series or class or classes of Junior Units shall, subject to any respective terms and provisions applying thereto, be entitled to receive any and all assets remaining to be paid or distributed, and the Company, in its capacity as the holder holders of the Series SN A Preferred Units, Units shall not be entitled to share therein.

Liquidation Preference. (ai) In the event of any liquidation, dissolution or winding up of the Partnership or the CompanyGeneral Partner, whether voluntary or involuntary, before any payment or distribution of the assets of the Partnership shall be made to or set apart for the holders of Junior Units, the CompanyGeneral Partner, in its capacity as the holder of the Series SN D Preferred Units, shall be entitled to receive One Thousand Twenty-Five Dollars ($1,000.0025.00) per Series SN D Preferred Unit (the “Liquidation Preference”) plus an amount equal to all distributions (whether or not earned or declared) accrued and unpaid thereon to the date of final distribution to the CompanyGeneral Partner, in its capacity as such holder; but the CompanyGeneral Partner, in its capacity as the holder of Series SN D Preferred Units, shall not be entitled to any further payment. If, upon any such liquidation, dissolution or winding up of the Partnership or the CompanyGeneral Partner, the assets of the Partnership, or proceeds thereof, distributable to the CompanyGeneral Partner, in its capacity as the holder of Series SN D Preferred Units, shall be insufficient to pay in full the preferential amount aforesaid and liquidating payments on any other units of the Partnership ranking on a parity with the Series SN D Preferred Units as to such distribution, then such assets, or the proceeds thereof, shall be distributed among the CompanyGeneral Partner, in its capacity as the holder of such Series SN D Preferred Units, and the holders of any such other units ratably in accordance with the respective amounts that would be payable on such Series SN D Preferred Units and any such other units if all amounts payable thereon were paid in full. For the purposes of this Section 16.3 C, (i) a consolidation or merger of the Partnership or the Company General Partner with one or more entities, (ii) a statutory share exchange by the Partnership or the Company General Partner and (iii) a sale or transfer of all or substantially all of the Partnership’s or the CompanyGeneral Partner’s assets, shall not be deemed to be a liquidation, dissolution or winding up, voluntary or involuntary, of the Partnership or the CompanyGeneral Partner. (bii) 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 SN D Preferred Units upon any liquidation, dissolution or winding up of the Company General Partner or the Partnership, after payment shall have been made in full to the CompanyGeneral Partner, in its capacity as the holder of the Series SN D Preferred Units, as provided in this Section, any series or class or classes of Junior Units shall, subject to any respective terms and provisions applying thereto, be entitled to receive any and all assets remaining to be paid or distributed, and the CompanyGeneral Partner, in its capacity as the holder of the Series SN D Preferred Units, shall not be entitled to share therein.

Liquidation Preference. (a) In Upon any voluntary or involuntary liquidation, dissolution or winding up of the event affairs of the Partnership, the holders of the Series B Preferred Units are entitled to be paid out of the assets of the Partnership legally available for distribution to its Partners a liquidation preference of (x) $25.00 per Series B Preferred Unit (the “Base Liquidation Preference”), plus an amount equal to all accumulated and unpaid distributions to, but not including, the date of payment, in cash or property at its fair market value as determined by the General Partner before any distribution of assets is made to the Partnership Common Units or other Junior Units. (b) If upon any liquidation, dissolution or winding up of the Partnership or the Company, whether voluntary or involuntary, before any payment or distribution of the assets of the Partnership shall be made to or set apart for the holders of Junior Units, the Company, in its capacity as the holder of the Series SN Preferred Units, shall be entitled to receive One Thousand Dollars ($1,000.00) per Series SN Preferred Unit (the “Liquidation Preference”) plus an amount equal to all distributions (whether or not earned or declared) accrued and unpaid thereon to the date of final distribution to the Company, in its capacity as such holder; but the Company, in its capacity as the holder of Series SN Preferred Units, shall not be entitled to any further payment. If, upon any such liquidation, dissolution or winding up of the Partnership or the CompanyPartnership, the assets of the Partnership, or proceeds thereof, distributable to among the Company, in its capacity as the holder holders of Series SN B Preferred Units, Units shall be insufficient to pay in full the above described preferential amount aforesaid and liquidating payments on any other units class or series of the Partnership ranking on a parity with the Series SN Preferred Units as to such distributionParity Units, then such assets, or the proceeds thereof, shall be distributed among the Company, in its capacity as the holder of such Series SN Preferred Units, and the holders of Series B Preferred Units and any such other units Parity Units ratably in accordance with the same proportion as the respective amounts that would be payable on such Series SN B Preferred Units and any such other units Parity Units if all amounts payable thereon were paid in full. For the purposes of this Section 16.3 (i) a consolidation or merger of the Partnership or the Company with one or more entities, (ii) a statutory share exchange by the Partnership or the Company and (iii) a sale or transfer of all or substantially all of the Partnership’s or the Company’s assets, shall not be deemed to be a liquidation, dissolution or winding up, voluntary or involuntary, of the Partnership or the Company. (bc) 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 SN Preferred Units upon Upon any liquidation, dissolution or winding up of the Company or the Partnership, after payment shall have been made in full to the Company, in its capacity as the holder holders of the Series SN B Preferred Units and any Parity Units, as provided in this Section, any other series or class or classes of Junior Units shall, subject to any respective terms and provisions applying thereto, shall be entitled to receive any and all assets remaining to be paid or distributed, and the Company, in its capacity as the holder holders of the Series SN B Preferred Units, Units and any Parity Units shall not be entitled to share therein. (d) None of a consolidation or merger of the Partnership with or into another entity, a merger of another entity with or into the Partnership, or a sale, lease or conveyance of all or substantially all of the Partnership’s property or business shall be considered a liquidation, dissolution or winding up of the affairs of the Partnership.

Liquidation Preference. (a) In the event of any liquidation, dissolution or winding up of the Partnership or the CompanyPartnership, whether voluntary or involuntary, before any payment or distribution of the assets of the Partnership (whether capital or surplus) shall be made to or set apart for the holders of Junior Units, the Company, in its capacity as the holder holders of the Series SN 1 Preferred Units, Units shall be entitled to receive One Thousand Dollars ($1,000.00) the Liquidation Price per unit of Series SN 1 Preferred Unit (the “Liquidation Preference”) plus an amount equal to all distributions (whether or not earned or declared) accrued and unpaid thereon to the date of final distribution to the Company, in its capacity as such holderholders; but the Company, in its capacity as the holder of Series SN Preferred Units, such holders shall not be entitled to any further payment. If, upon any such liquidation, dissolution or winding up of the Partnership or the CompanyPartnership, the assets of the Partnership, or proceeds thereof, distributable to among the Company, in its capacity as holders of the holder of Series SN 1 Preferred Units, Units shall be insufficient to pay in full the preferential amount aforesaid and liquidating payments on any other units shares of the Partnership ranking on a parity with the Series SN Preferred Units as to such distributionany class or series of Parity Units, then such assets, or the proceeds thereof, shall be distributed among the Company, in its capacity as the holder of such Series SN Preferred Units, and the holders of the Series 1 Preferred Units and any such other units Parity Units ratably in accordance with the respective amounts that would be payable on such Series SN 1 Preferred Units and any such other units Parity Units if all amounts payable thereon were paid in full. For the purposes of this Section 16.3 5: (i) a consolidation or merger of the Partnership or the Company with one or more corporations, real estate investment trusts or other entities, ; (ii) a statutory share exchange by the Partnership or the Company and (iii) a sale sale, lease or transfer of all or substantially all of the Partnership’s assets; or the Company’s assets, (iii) a statutory unit exchange shall not be deemed to be a liquidation, dissolution or winding up, voluntary or involuntary, of the Partnership or the CompanyPartnership. (b) Subject to the rights of the holders of Partnership Units of any series or class or classes of shares ranking on a parity with or prior to the Series SN 1 Preferred Units upon liquidation, dissolution or winding up, upon any liquidation, dissolution or winding up of the Company or the Partnership, after payment shall have been made in full to the Company, in its capacity as the holder holders of the Series SN 1 Preferred Units, as provided in this SectionSection 5, any other series or class or classes of Junior Units shall, subject to any the respective terms and provisions (if any) applying thereto, be entitled to receive any and all assets remaining to be paid or distributed, and the Company, in its capacity as the holder holders of the Series SN 1 Preferred Units, Units shall not be entitled to share therein.

Liquidation Preference. (aA) In the event of any liquidation, dissolution or winding up of the Partnership or the CompanyPartnership, whether voluntary or involuntary, before any payment or distribution of the assets of the Partnership shall be made to or set apart for the holders of Junior Units, the CompanyGeneral Partner, in its capacity as the holder of the Series SN E Preferred Units, shall be entitled to receive One Two Thousand Five Hundred Dollars ($1,000.002,500.00) per Series SN Preferred Unit (the “Series E Liquidation Preference”) per Series E Preferred Unit plus an amount equal to all distributions (whether or not earned or declared) dividends accrued and unpaid thereon on one Series E Preferred Share to the date of final distribution to the CompanyGeneral Partner, in its capacity as such holder; but the CompanyGeneral Partner, in its capacity as the holder of Series SN E Preferred Units, shall not be entitled to any further paymentpayment with respect to such Series E Preferred Units. If, upon any such liquidation, dissolution or winding up of the Partnership or the CompanyPartnership, the assets of the Partnership, or proceeds thereof, distributable to the CompanyGeneral Partner, in its capacity as the holder of Series SN E Preferred Units, shall be insufficient to pay in full the preferential amount aforesaid and liquidating payments on any other units class or series of the Partnership ranking on a parity with the Series SN Preferred Units as to such distributionParity Units, then such assets, or the proceeds thereof, shall be distributed among the CompanyGeneral Partner, in its capacity as the holder of such Series SN E Preferred Units, and the holders of any such other units Parity Units ratably in accordance with the respective amounts that would be payable on such Series SN E Preferred Units and any such other units Parity Units if all amounts payable thereon were paid in full. For the purposes of this Section 16.3 3, (ix) a consolidation or merger of the Partnership or the Company General Partner with one or more entitiespartnerships, limited liability companies, corporations, real estate investment trusts or other entities and (iiy) a statutory share exchange by the Partnership sale, lease or the Company and (iii) a sale or transfer conveyance of all or substantially all of the Partnership’s property or the Company’s assets, business shall not be deemed to be a liquidation, dissolution or winding up, voluntary or involuntary, of the Partnership or the CompanyPartnership. (bB) 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 SN E Preferred Units upon any liquidation, dissolution or winding up of the Company or the Partnership, after payment shall have been made in full to the CompanyGeneral Partner, in its capacity as the holder of the Series SN E Preferred Units, as provided in this SectionSection 3, any other series or class or classes of Junior Units shall, subject to any respective terms and provisions applying thereto, be entitled to receive any and all assets remaining to be paid or distributed, and the CompanyGeneral Partner, in its capacity as the holder of the Series SN E Preferred Units, shall not be entitled to share therein.

Liquidation Preference. (aA) In the event of any liquidation, dissolution or winding up of the Partnership or the CompanyPartnership, whether voluntary or involuntary, before any payment or distribution of the assets of the Partnership shall be made to or set apart for the holders of Junior Units, the CompanyGeneral Partner, in its capacity as the holder of the Series SN B Preferred Units, shall be entitled to receive One Thousand Twenty Eight Dollars and Fifty Cents ($1,000.0028.50) (the "Series B Liquidation PreferencE") per Series SN B Preferred Unit (the “Liquidation Preference”) plus an amount equal to all distributions (whether or not earned or declared) accumulated, accrued and unpaid thereon to the date of final distribution to the CompanyGeneral Partner, in its capacity as such holder; but the CompanyGeneral Partner, in its capacity as the holder of Series SN B Preferred Units, Units shall not be entitled to any further payment; provided that the distribution payable with respect to the Distribution Period containing the date of final distribution shall be equal to the greater of (i) the distribution provided in clause (a) of the first sentence of Section 2(A) or (ii) the distribution determined pursuant to clause (b) of the first sentence of Section 2(A) for the preceding Distribution Period. Until the holders of Series B Preferred Units have been paid, the Series B Liquidation Preference in full, no payment will be made to any holder of Junior Units upon the liquidation, dissolution, or winding up of the General Partner. If, upon any such liquidation, dissolution or winding up of the Partnership or the CompanyPartnership, the assets of the Partnership, or proceeds thereof, distributable to the CompanyGeneral Partner, in its capacity as the holder of Series SN B Preferred Units, shall be insufficient to pay in full the preferential amount aforesaid and liquidating payments on any other units class or series of the Partnership ranking on a parity with the Series SN Preferred Units as to such distributionParity Units, then such assets, or the proceeds thereof, shall be distributed among the CompanyGeneral Partner, in its capacity as the holder of such Series SN B Preferred Units, and the holders of any such other units Parity Units ratably in accordance with the respective amounts that would be payable on such Series SN B Preferred Units and any such other units Parity Units if all amounts payable thereon were paid in full. For the purposes of this Section 16.3 3, (ix) a consolidation or merger of the Partnership or the Company with one or more entitiespartnerships, limited liability companies, corporations, real estate investment trusts or other entities and (iiy) a statutory share exchange by the Partnership sale, lease or the Company and (iii) a sale or transfer conveyance of all or substantially all of the Partnership’s 's property or the Company’s assets, business shall not be deemed to be a liquidation, dissolution or winding up, voluntary or involuntary, of the Partnership or the CompanyPartnership. (bB) 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 SN Preferred Parity Units upon any liquidation, dissolution or winding up of the Company or the Partnership, after payment shall have been made in full to the CompanyGeneral Partner, in its capacity as the holder of the Series SN B Preferred Units, as provided in this SectionSection 3, any other series or class or classes of Junior Units shall, subject to any respective terms and provisions applying thereto, be entitled to receive any and all assets remaining to be paid or distributed, and the CompanyGeneral Partner, in its capacity as the holder of the Series SN B Preferred Units, shall not be entitled to share therein.

Liquidation Preference. (aA) In the event of any liquidation, dissolution or winding up of the Partnership or the CompanyPartnership, whether voluntary or involuntary, before any payment or distribution of the assets of the Partnership shall be made to or set apart for the holders of Junior Units, the CompanyGeneral Partner, in its capacity as the holder of the Series SN E Preferred Units, shall be entitled to receive One Thousand Thirty-Six Dollars and Fifty Cents ($1,000.0036.50) (the "Series E Liquidation Preference") per Series SN E Preferred Unit (the “Liquidation Preference”) plus an amount equal to all distributions (whether or not earned or declared) accrued and unpaid thereon to the date of final distribution to the CompanyGeneral Partner, in its capacity as such holder; but the CompanyGeneral Partner, in its capacity as the holder of Series SN E Preferred Units, shall not be entitled to any further payment; provided that the distribution payable with respect to the Distribution Period containing the date of final distribution shall be equal to the greater of (i) the distribution provided in clause (a) of the first sentence of Section 2(A) or (ii) the distribution determined pursuant to clause (b) of the first sentence of Section 2(A) for the preceding Distribution Period. If, upon any such liquidation, dissolution or winding up of the Partnership or the CompanyPartnership, the assets of the Partnership, or proceeds thereof, distributable to the CompanyGeneral Partner, in its capacity as the holder of Series SN E Preferred Units, shall be insufficient to pay in full the preferential amount aforesaid and liquidating payments on any other units class or series of the Partnership ranking on a parity with the Series SN Preferred Units as to such distributionParity Units, then such assets, or the proceeds thereof, shall be distributed among the CompanyGeneral Partner, in its capacity as the holder of such Series SN E Preferred Units, and the holders of any such other units Parity Units ratably in accordance with the respective amounts that would be payable on such Series SN E Preferred Units and any such other units Parity Units if all amounts payable thereon were paid in full. For the purposes of this Section 16.3 3, (ix) a consolidation or merger of the Partnership or the Company with one or more entitiespartnerships, limited liability companies, corporations, real estate investment trusts or other entities and (iiy) a statutory share exchange by the Partnership sale, lease or the Company and (iii) a sale or transfer conveyance of all or substantially all of the Partnership’s 's property or the Company’s assets, business shall not be deemed to be a liquidation, dissolution or winding up, voluntary or involuntary, of the Partnership or the CompanyPartnership. (bB) 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 SN E Preferred Units upon any liquidation, dissolution or winding up of the Company or the Partnership, after payment shall have been made in full to the CompanyGeneral Partner, in its capacity as the holder of the Series SN E Preferred Units, as provided in this SectionSection 3, any other series or class or classes of Junior Units shall, subject to any respective terms and provisions (if any) applying thereto, be entitled to receive any and all assets remaining to be paid or distributed, and the CompanyGeneral Partner, in its capacity as the holder of the Series SN E Preferred Units, shall not be entitled to share therein.

Liquidation Preference. (ai) In the event of any liquidation, dissolution or winding up of the Partnership or the Company, whether voluntary or involuntary, before any payment or distribution of the assets of the Partnership Company shall be made to or set apart for the holders of Junior Units, the Company, in its capacity as the holder holders of the Series SN H Company Preferred Units, Units shall be entitled to receive One Thousand Dollars ($1,000.00) 25.00 per Series SN H Company Preferred Unit (the “Liquidation Preference”) plus an amount per Series H Company Preferred Unit equal to all accrued and unpaid distributions (whether or not earned or declared) accrued and unpaid thereon to to, but not including, the date of final distribution to the Company, in its capacity as such holderholders; but such holders of the Company, in its capacity as the holder of Series SN H Company Preferred Units, Units shall not be entitled to any further payment. If, upon any such liquidation, dissolution or winding up of the Partnership or the Company, the assets of the PartnershipCompany, or proceeds thereof, distributable to among the Company, in its capacity as holders of the holder of Series SN H Company Preferred Units, Units shall be insufficient to pay in full the preferential amount aforesaid and liquidating payments on any other units of the Partnership ranking on a parity with the Series SN Preferred Units as to such distributionParity Units, then such assets, or the proceeds thereof, shall be distributed among the Company, in its capacity as the holder holders of such Series SN H Company Preferred Units, Units and the holders of any such other units Parity Units ratably in accordance with the respective amounts that would be payable on such Series SN H Company Preferred Units and any such other units Parity Units if all amounts payable thereon were paid in full. For the purposes of this Section 16.3 D, none of (i) a consolidation or merger of the Partnership or the Company with one or more entities, (ii) a statutory share unit exchange by the Partnership Company, or the Company and (iii) a sale or transfer of all or substantially all of the Partnership’s or the Company’s assets, assets shall not be deemed to be a liquidation, dissolution or winding up, voluntary or involuntary, of the Partnership or the Company. (bii) Until payment shall have been made in full to the holders of the Series H Company Preferred Units, as provided in this Section D, and to the holders of Parity Units, subject to any terms and provisions applying thereto, no payment will be made to any holder of Junior Units upon the liquidation, dissolution or winding up of the Company. Subject to the rights of the holders of Partnership Units of any series or class or classes of shares ranking on a parity with or prior to the Series SN Preferred Units Parity Units, upon any liquidation, dissolution or winding up of the Company or the PartnershipCompany, after payment shall have been made in full to the Company, in its capacity as the holder holders of the Series SN H Company Preferred Units, as provided in this SectionSection D, any series or class or classes of Junior Units shall, subject to any respective terms and provisions applying thereto, be entitled to receive any and all assets remaining to be paid or distributed, and the Company, in its capacity as the holder holders of the Series SN H Company Preferred Units, Units shall not be entitled to share therein.

Liquidation Preference. (ai) Upon any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Partnership, the holders of Series A Preferred Mirror Units then outstanding are entitled to be paid out of the assets of the Partnership available for distribution to the Partners pursuant to Section 13.5(a) of the Partnership Agreement a liquidation preference equal to the Stated Value per Series A Preferred Mirror Unit, plus an amount equal to any accrued and unpaid distributions to the date of payment, before any distribution of assets is made to holders of Class A Units and GP Units or any other Partnership Interests that rank junior to the Series A Preferred Mirror 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 amount of the liquidating distributions on all outstanding Series A Preferred Mirror Units and the corresponding amounts payable on all other Partnership Interests ranking on a parity with the Series A Preferred Mirror Units in the distribution of assets, then such assets shall be allocated among the Series A Preferred Mirror Units, as a class, and each class or series of such other such Partnership Interests, as a class, in proportion to the full liquidating distributions to which they would otherwise be respectively entitled. (iii) After payment of the full amount of the liquidating distributions to which they are entitled, the holders of Series A Preferred Mirror Units will have no right or claim to any of the remaining assets of the Partnership. (iv) The consolidation or merger of the Partnership with or into any other partnership, corporation, trust or entity or of any other partnership, corporation, trust or other entity with or into the Partnership, or the sale, lease or conveyance of all or substantially all of the property or business of the Partnership, shall not be deemed to constitute a liquidation, dissolution or winding up of the Partnership or the Company, whether voluntary or involuntary, before any payment or distribution of the assets of the Partnership shall be made to or set apart for the holders of Junior Units, the Company, in its capacity as the holder of the Series SN Preferred Units, shall be entitled to receive One Thousand Dollars ($1,000.00) per Series SN Preferred Unit (the “Liquidation Preference”) plus an amount equal to all distributions (whether or not earned or declared) accrued and unpaid thereon to the date of final distribution to the Company, in its capacity as such holder; but the Company, in its capacity as the holder of Series SN Preferred Units, shall not be entitled to any further payment. If, upon any such liquidation, dissolution or winding up of the Partnership or the Company, the assets of the Partnership, or proceeds thereof, distributable to the Company, in its capacity as the holder of Series SN Preferred Units, shall be insufficient to pay in full the preferential amount aforesaid and liquidating payments on any other units of the Partnership ranking on a parity with the Series SN Preferred Units as to such distribution, then such assets, or the proceeds thereof, shall be distributed among the Company, in its capacity as the holder of such Series SN Preferred Units, and the holders of any such other units ratably in accordance with the respective amounts that would be payable on such Series SN Preferred Units and any such other units if all amounts payable thereon were paid in full. For the purposes of this Section 16.3 (i) a consolidation or merger of the Partnership or the Company with one or more entities, (ii) a statutory share exchange by the Partnership or the Company and (iii) a sale or transfer of all or substantially all of the Partnership’s or the Company’s assets, shall not be deemed to be a liquidation, dissolution or winding up, voluntary or involuntary, of the Partnership or the Company1(d). (b) Subject to the rights of the holders of Partnership Units of any series or class or classes of shares ranking on a parity with or prior to the Series SN Preferred Units upon any liquidation, dissolution or winding up of the Company or the Partnership, after payment shall have been made in full to the Company, in its capacity as the holder of the Series SN Preferred Units, as provided in this Section, any series or class or classes of Junior Units shall, subject to any respective terms and provisions applying thereto, be entitled to receive any and all assets remaining to be paid or distributed, and the Company, in its capacity as the holder of the Series SN Preferred Units, shall not be entitled to share therein.

Liquidation Preference. (ai) In the event of any liquidation, dissolution or winding up of the Partnership or the CompanyGeneral Partner, whether voluntary or involuntary, before any payment or distribution of the assets of the Partnership shall be made to or set apart for the holders of Junior Units, the Company, in its capacity as the holder of the Series SN D-1 Preferred Units, Units shall be entitled to receive One Thousand Dollars ($1,000.00) per Series SN Preferred Unit (the “Liquidation Preference”) plus an amount equal to all distributions (whether or not earned or declared) accrued and unpaid thereon to the date holder's Capital Account in respect of final distribution to the Company, in its capacity as such holderthose Series D-1 Preferred Units; but the Company, in its capacity as the holder holders of Series SN D-1 Preferred Units, Units shall not be entitled to any further payment. If, upon any such liquidation, dissolution or winding up of the Partnership or the CompanyGeneral Partner, the assets of the Partnership, or proceeds thereof, distributable to the Company, in its capacity as the holder holders of Series SN D-1 Preferred Units, shall be insufficient to pay in full the preferential amount aforesaid and liquidating payments on any other units of the Partnership ranking on a parity with the Series SN Preferred Units as to such distributionParity Units, then such assets, or the proceeds thereof, shall be distributed among the Company, in its capacity as the holder holders of such Series SN D-1 Preferred Units, Units and the holders of any such other units Parity Units ratably in accordance with the respective amounts that would be payable on such Series SN D-1 Preferred Units and any such other units Parity Units if all amounts payable thereon were paid in full. For the purposes of this Section 16.3 2.C, (i) a consolidation or merger of the Partnership or the Company General Partner with one or more entities, (ii) a statutory share exchange by the Partnership or the Company General Partner and (iii) a sale or transfer of all or substantially all of the Partnership’s 's or the Company’s General Partner's assets, shall not be deemed to be a liquidation, dissolution or winding up, voluntary or involuntary, of the Partnership or the CompanyGeneral Partner. (bii) 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 SN D-1 Preferred Units upon any liquidation, dissolution or winding up of the Company General Partner or the Partnership, after payment shall have been made in full to the Company, in its capacity as the holder holders of the Series SN D-1 Preferred Units, as provided in this Section, any series or class or classes of Junior Units shall, subject to any respective terms and provisions applying thereto, be entitled to receive any and all assets remaining to be paid or distributed, and the Company, in its capacity as the holder of the Series SN D-1 Preferred Units, Units shall not be entitled to share therein.

Liquidation Preference. (a) In the event of any liquidation, dissolution or winding up of the Partnership or the CompanyPartnership, whether voluntary or involuntary, before any payment or distribution of the assets of by the Partnership (whether of capital, surplus or otherwise) shall be made to or set apart for the holders of any Junior Partnership Units, the Company, in its capacity as the holder holders of the Series SN Class Eleven Partnership Preferred Units, Units shall be entitled to receive One Thousand Dollars ($1,000.00) per Series SN receive, for each Class Eleven Partnership Preferred Unit (Unit, the “Liquidation Preference”) Preference thereof, plus an amount equal to all distributions (whether or not earned or declared) accumulated, accrued and unpaid thereon to distributions thereon, if any, to, but excluding, the date of final distribution to the Company, in its capacity as such holderholders; but the Company, in its capacity as the holder of Series SN Preferred Units, such holders shall not be entitled to any further payment. IfUntil the holders of the Class Eleven Partnership Preferred Units have been paid the Liquidation Preference in full, plus all accumulated, accrued and unpaid distributions thereon, if any, to, but excluding, the date of final distribution to such holders, no payment will be made to any holder of Junior Partnership Units upon any such the liquidation, dissolution or winding up of the Partnership Partnership. If, upon any liquidation, dissolution or winding up of the CompanyPartnership, the assets of the Partnership, or proceeds thereof, distributable to legally available for distribution among the Company, in its capacity as the holder holders of Series SN Class Eleven Partnership Preferred Units, Units shall be insufficient to pay in full the preferential amount aforesaid and liquidating payments on any other units of the any class or series of Parity Partnership ranking on a parity with the Series SN Preferred Units as to such distributionUnits, then such assets, or the proceeds thereof, shall be distributed among the Company, in its capacity as the holder of such Series SN Preferred Units, and the holders of Class Eleven Partnership Preferred Units and any such other units Parity Partnership Units ratably in accordance with the same proportion as the respective amounts that would be payable on such Series SN Class Eleven Partnership Preferred Units and any such other units Parity Partnership Units if all amounts payable thereon were paid in full. For the purposes of this Section 16.3 5, (i) a consolidation or merger of the Partnership or the Company with one or more entities, (ii) a statutory share exchange by the Partnership or the Company and (iii) a sale or transfer of all or substantially all of the Partnership’s or the Company’s assets, and (iii) a statutory unit exchange shall not be deemed to be a liquidation, dissolution or winding up, voluntary or involuntary, of the Partnership or the CompanyPartnership. (b) Subject to the rights of the holders of Partnership Units of any series or class or classes of shares ranking on a parity with or prior to the Series SN Preferred Units upon Upon any liquidation, dissolution or winding up of the Company or the Partnership, after payment shall have been made in full to the Company, in its capacity as the holder holders of the Series SN Class Eleven Partnership Preferred Units and any Parity Partnership Units, as provided in this Section, Section 5(a) any series or class or classes of Junior Partnership Units shall, subject to any the respective terms and provisions applying theretothereof, be entitled to receive any and all assets remaining to be paid or distributed, and the Company, in its capacity as the holder holders of the Series SN Class Eleven Partnership Preferred Units, Units and any Parity Partnership Units shall not be entitled to share therein. (c) In determining whether a distribution (other than upon voluntary or involuntary liquidation, dissolution or winding up of the Partnership) by distribution, redemption or other acquisition of units of the Partnership or otherwise is permitted under 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 dissolution of holders of the Partnership Units whose preferential rights upon dissolution are superior or prior to those receiving the distribution.

Liquidation Preference. (a) In the event of any liquidation, dissolution or winding up of the Partnership or the CompanyPartnership, whether voluntary or involuntary, before any payment or distribution of the assets of the Partnership (whether capital, surplus or otherwise) shall be made to or set apart for the holders of Junior Partnership Units, the Company, in its capacity as the holder holders of the Series SN Class E Partnership Preferred Units, Units shall be entitled to receive One Thousand Dollars Dollar ($1,000.001.00) per Series SN Class E Partnership Preferred Unit (the “"Liquidation Preference”) "), plus an amount equal to all distributions (whether or not earned or declared) accrued and the Special Dividend if such dividend is unpaid thereon to on the date of final distribution to such holders. Until the Companyholders of the Class E Partnership Preferred Units have been paid the Liquidation Preference in full, in its capacity as plus an amount equal to the Special Dividend if such holder; but dividend is unpaid on the Companydate of final distribution to such holders, in its capacity as the no payment shall be made to any holder of Series SN Preferred Units, shall not be entitled to any further payment. If, Junior Partnership Units upon any such the liquidation, dissolution or winding up of the Partnership Partnership. If, upon any liquidation, dissolution or winding up of the CompanyPartnership, the assets of the Partnership, or proceeds thereof, distributable to among the Company, in its capacity as the holder holders of Series SN Class E Partnership Preferred Units, Units shall be insufficient to pay in full the preferential amount aforesaid and liquidating payments on any other units of the Parity Partnership ranking on a parity with the Series SN Preferred Units as to such distributionUnits, then such assets, or the proceeds thereof, shall be distributed among the Company, in its capacity as the holder of such Series SN Preferred Units, and the holders of Class E Partnership Preferred Units and any such other units Parity Partnership Units ratably in accordance with the same proportion as the respective amounts that would be payable on such Series SN Class E Partnership Preferred Units and any such other units Parity Partnership Units if all amounts payable thereon were paid in full. For the purposes of this Section 16.3 4, (i) a consolidation or merger of the Partnership or the Company with one or more entitiespartnerships, or (ii) a statutory share exchange by the Partnership or the Company and (iii) a sale or transfer of all or substantially all of the Partnership’s or the Company’s assets, 's assets shall not be deemed to be a liquidation, dissolution or winding up, voluntary or involuntary, of the Partnership or the CompanyPartnership. (b) Subject to the rights of the holders of Partnership Units of any series or class or classes of shares ranking on a parity with or prior to the Series SN Preferred Units upon any liquidation, dissolution or winding up of the Company or the Partnership, after payment shall have been made in full to the Company, in its capacity as the holder of the Series SN Preferred Units, as provided in this Section, any series or class or classes of Junior Units shall, subject to any respective terms and provisions applying thereto, be entitled to receive any and all assets remaining to be paid or distributed, and the Company, in its capacity as the holder of the Series SN Preferred Units, shall not be entitled to share therein.

Liquidation Preference. (ai) In the event of any liquidation, dissolution or winding up of the Partnership or the CompanyGeneral Partner, whether voluntary or involuntary, before any payment or distribution of the assets of the Partnership shall be made to or set apart for the holders of Junior Units, the CompanyGeneral Partner, in its capacity as the holder of the Series SN I Preferred Units, shall be entitled to receive One Thousand Twenty-Five Dollars ($1,000.0025.00) per Series SN I Preferred Unit (the “"Liquidation Preference”") plus an amount equal to all distributions (whether or not earned or declared) accrued and unpaid thereon to the date of final distribution to the CompanyGeneral Partner, in its capacity as such holder; but the CompanyGeneral Partner, in its capacity as the holder of Series SN I Preferred Units, shall not be entitled to any further payment. If, upon any such liquidation, dissolution or winding up of the Partnership or the CompanyGeneral Partner, the assets of the Partnership, or proceeds thereof, distributable to the CompanyGeneral Partner, in its capacity as the holder of Series SN I Preferred Units, shall be insufficient to pay in full the preferential amount aforesaid and liquidating payments on any other units of the Partnership ranking on a parity with the Series SN Preferred Units as to such distributionParity Units, then such assets, or the proceeds thereof, shall be distributed among the CompanyGeneral Partner, in its capacity as the holder of such Series SN I Preferred Units, and the holders of any such other units Parity Units ratably in accordance with the respective amounts that would be payable on such Series SN I Preferred Units and any such other units Parity Units if all amounts payable thereon were paid in full. For the purposes of this Section 16.3 C, (i) a consolidation or merger of the Partnership or the Company General Partner with one or more entities, (ii) a statutory share exchange by the Partnership or the Company General Partner and (iii) a sale or transfer of all or substantially all of the Partnership’s 's or the Company’s General Partner's assets, shall not be deemed to be a liquidation, dissolution or winding up, voluntary or involuntary, of the Partnership or the CompanyGeneral Partner. (bii) 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 SN I Preferred Units upon any liquidation, dissolution or winding up of the Company General Partner or the Partnership, after payment shall have been made in full to the CompanyGeneral Partner, in its capacity as the holder of the Series SN I Preferred Units, as provided in this Section, any series or class or classes of Junior Units shall, subject to any respective terms and provisions applying thereto, be entitled to receive any and all assets remaining to be paid or distributed, and the CompanyGeneral Partner, in its capacity as the holder of the Series SN I Preferred Units, shall not be entitled to share therein.

Liquidation Preference. (a) In the event of Upon any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Partnership or (referred to herein as a "liquidation"), the Company, whether voluntary or involuntary, before any payment or distribution holders of the Series E Preferred Units will be entitled to be paid out of the assets of the Partnership shall be made legally available for distribution to or set apart for the holders of Junior Units, the Companyits unitholders liquidating distributions, in cash or property at its capacity fair market value as determined by the holder General Partner, in the amount of the Series SN Preferred Unitsa liquidation preference of $25.00 per unit, shall be entitled to receive One Thousand Dollars ($1,000.00) per Series SN Preferred Unit (the “Liquidation Preference”) plus an amount equal to all distributions (whether or not earned or declared) accrued any accumulated and unpaid thereon distributions to the date of final distribution to the Company, in its capacity as such holder; but the Company, in its capacity as the holder of Series SN Preferred Units, shall not be entitled to any further payment. If, upon any such liquidation, dissolution before any distribution or winding up payment is made to holders of Common Units or any other equity securities of the Partnership or ranking junior to the CompanySeries E Preferred Units as to the distribution of assets upon a liquidation. After payment of the full amount of the liquidating distributions to which they are entitled, the holders of Series E Preferred Units will have no right or claim to any of the remaining assets of the Partnership. (b) In the event that, or proceeds thereofupon any liquidation of the Partnership, distributable to the Company, in its capacity as available assets of the holder of Series SN Preferred Units, shall be Partnership are insufficient to pay in full the preferential amount aforesaid of the liquidating distributions on all outstanding Series E Preferred Units and liquidating payments the corresponding amounts payable on any all other units equity securities of the Partnership ranking on a parity with the Series SN E Preferred Units as to such distributionin the distribution of assets upon a liquidation, then such assets, or the proceeds thereof, shall be distributed among the Company, in its capacity as the holder of such Series SN Preferred Units, and the holders of any such other units ratably in accordance with the respective amounts that would be payable on such Series SN E Preferred Units and all other such equity securities shall share ratably in any such other units if all amounts payable thereon were paid distribution of assets in full. For proportion to the purposes of this Section 16.3 full liquidating distributions per unit to which they would otherwise be respectively entitled. (ic) a The consolidation or merger of the Partnership with or into any other entity, or the Company merger of another entity with one or more entitiesinto the Partnership, (ii) or a statutory share unit exchange by the Partnership Partnership, or the Company and (iii) a sale sale, lease or transfer conveyance of all or substantially all of the property or business of the Partnership’s or the Company’s assets, shall not be deemed to constitute a liquidation of the Partnership. (d) The liquidation preference of the outstanding Series E Preferred Units will not be a liquidation, dissolution or winding up, voluntary or involuntary, added to the liabilities of the Partnership or for the Company. (b) Subject purpose of determining whether under the Delaware Revised Uniform Limited Partnership Act a distribution may be made to the rights unitholders of the Partnership whose preferential rights upon dissolution of the Partnership are junior to those of holders of Partnership Units of any series or class or classes of shares ranking on a parity with or prior to the Series SN Preferred Units upon any liquidation, dissolution or winding up of the Company or the Partnership, after payment shall have been made in full to the Company, in its capacity as the holder of the Series SN E Preferred Units, as provided in this Section, any series or class or classes of Junior Units shall, subject to any respective terms and provisions applying thereto, be entitled to receive any and all assets remaining to be paid or distributed, and the Company, in its capacity as the holder of the Series SN Preferred Units, shall not be entitled to share therein.. This section 4

Liquidation Preference. (a) In the event of any voluntary or involuntary liquidation, dissolution or winding winding-up of the Partnership or the Company, whether voluntary or involuntaryPartnership, before any payment or distribution of the assets of the Partnership (whether capital or surplus) shall be made to or set apart for the holders of Junior UnitsCommon Units or any other partnership interests in the Partnership or Units ranking junior to the Series D Preferred Units as to the distribution of assets upon the liquidation, dissolution or winding-up of the Partnership, the Company, in its capacity as the holder holders of the Series SN D Preferred UnitsUnits shall, shall with respect to each such Unit, be entitled to receive One Thousand Dollars (receive, out of the assets of the Partnership available for distribution to Partners after payment or provision for payment of all debts and other liabilities of the Partnership and subject to the rights of the holders of any series of Preferred Units ranking senior to or on parity with the Series D Preferred Units with respect to payment of amounts upon liquidation, dissolution or winding-up of the Partnership, an amount equal to $1,000.00) per Series SN Preferred Unit (the “Liquidation Preference”) 50, plus an amount equal to all distributions (whether or not earned or declared) accrued and unpaid thereon to the date of final distribution to the Company, in its capacity as such holder; but the Company, in its capacity as the holder of Series SN Preferred Units, shall not be entitled to any further payment(including all accumulated and unpaid distributions). If, upon any such voluntary or involuntary liquidation, dissolution or winding winding-up of the Partnership or the CompanyPartnership, the assets of the Partnership, or proceeds thereof, distributable to among the Company, in its capacity as holders of the holder of Series SN D Preferred Units, shall be Units are insufficient to pay in full the preferential amount aforesaid on the Series D Preferred Units and liquidating payments on any other units Units or partnership interests in the Partnership of any class or series ranking, as to payment of distributions and amounts upon the liquidation, dissolution or winding-up of the Partnership ranking Partnership, on a parity with the Series SN D Preferred Units as to such distributionUnits, then such assets, or the proceeds thereof, shall be distributed among the Company, in its capacity as the holder of such Series SN Preferred Units, and the holders of Series D Preferred Units and any such other units Units or partnership interests in the Partnership ratably in accordance with the respective amounts that would be payable on such Series SN D Preferred Units and any such other units Units or partnership interests in the Partnership if all amounts payable thereon were paid in full. For the purposes of this Section 16.3 6, none of (i) a consolidation or merger of the Partnership with or the Company with one or more entitiesinto another entity, (ii) a statutory share exchange by merger of another entity with or into the Partnership or the Company and (iii) a sale sale, lease or transfer conveyance of all or substantially all of the Partnership’s or the Company’s 's assets, properties or business shall not be deemed to be a liquidation, dissolution or winding up, voluntary or involuntary, winding-up of the Partnership or the CompanyPartnership. (b) Subject to the rights Written notice 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 SN Preferred Units upon any such liquidation, dissolution or winding winding-up of the Company or 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 by first class mail, postage pre-paid, not less than 30 nor more than 60 days prior to the Companypayment date stated therein, in its capacity as the to each record holder of the Series SN D Preferred Units, Units at the respective addresses of such holders as the same shall appear on the transfer records of the Partnership. (c) After payment of the full amount of liquidating distributions to which they are entitled as provided in Section 6(a) of this SectionSchedule A, any series the holders of Series D Preferred Units shall have no right or class or classes of Junior Units shall, subject claim to any respective terms and provisions applying thereto, be entitled to receive any and all assets remaining to be paid or distributed, and the Company, in its capacity as the holder of the Series SN Preferred Units, shall not be entitled to share thereinremaining assets of the Partnership.

Liquidation Preference. (a) In the event of any liquidation, dissolution or winding up of the Partnership or the CompanyPartnership, whether voluntary or involuntary, before any payment or distribution of the assets of the Partnership (whether capital, surplus or otherwise) shall be made to or set apart for the holders of Junior Partnership Units, the Company, in its capacity as the holder holders of the Series SN F Partnership Preferred Units, Units shall be entitled to receive One Thousand Twenty-Five Dollars ($1,000.0025) per Series SN F Partnership Preferred Unit (the “"Liquidation Preference”) "), plus an amount per Series F Partnership Preferred Unit equal to all distributions dividends (whether or not earned or declared) accumulated, accrued and unpaid thereon on one share of Series F Preferred Stock to the date of final distribution to the Company, in its capacity as such holderholders; but the Company, in its capacity as the holder of Series SN Preferred Units, such holders shall not be entitled to any further payment. IfUntil the holders of the Series F Partnership Preferred Units have been paid the Liquidation Preference in full, plus an amount equal to all dividends (whether or not declared) accumulated, accrued and unpaid on the Series F Preferred Stock to the date of final distribution to such holders, no payment shall be made to any holder of Junior Partnership Units upon any such the liquidation, dissolution or winding up of the Partnership Partnership. If, upon any liquidation, dissolution or winding up of the CompanyPartnership, the assets of the Partnership, or proceeds thereof, distributable to among the Company, in its capacity as the holder holders of Series SN F Partnership Preferred Units, Units shall be insufficient to pay in full the preferential amount aforesaid and liquidating payments on any other units of the Parity Partnership ranking on a parity with the Series SN Preferred Units as to such distributionUnits, then such assets, or the proceeds thereof, shall be distributed among the Company, in its capacity as the holder of such Series SN Preferred Units, and the holders of Series F Partnership Preferred Units and any such other units Parity Partnership Units ratably in accordance with the same proportion as the respective amounts that would be payable on such Series SN F Partnership Preferred Units and any such other units Parity Partnership Units if all amounts payable thereon were paid in full. For the purposes of this Section 16.3 4, (i) a consolidation or merger of the Partnership or the Company with one or more entitiespartnerships, or (ii) a statutory share exchange by the Partnership or the Company and (iii) a sale or transfer of all or substantially all of the Partnership’s or the Company’s assets, 's assets shall not be deemed to be a liquidation, dissolution or winding up, voluntary or involuntary, of the Partnership or the CompanyPartnership. (b) Subject to the rights of the holders of Partnership Units of any series or class or classes of shares ranking on a parity with or prior to the Series SN Preferred Units upon Upon any liquidation, dissolution or winding up of the Company or the Partnership, after payment shall have been made in full to the Company, in its capacity as the holder holders of the Series SN F Partnership Preferred Units and any Parity Partnership Units, as provided in this SectionSection 4, any other series or class or classes of Junior Partnership Units shall, subject to any the respective terms and provisions applying theretothereof, be entitled to receive any and all assets remaining to be paid or distributed, and the Company, in its capacity as the holder holders of the Series SN F Partnership Preferred Units, Units and any Parity Partnership Units shall not be entitled to share therein.

Liquidation Preference. (ai) In the event of any liquidation, dissolution or winding up of the Partnership or the CompanyGeneral Partner, whether voluntary or involuntary, before any payment or distribution of the assets of the Partnership shall be made to or set apart for the holders of Junior Units, the Company, in its capacity as the holder holders of the Series SN D-6 Preferred Units, Units shall be entitled to receive One Thousand Dollars ($1,000.00) per Series SN Preferred Unit (the “Liquidation Preference”) plus an amount equal to all distributions (whether or not earned or declared) accrued and unpaid thereon to the date holder's Capital Account in respect of final distribution to the Company, in its capacity as such holderthose Series D-6 Preferred Units; but the Company, in its capacity as the holder holders of Series SN D-6 Preferred Units, Units shall not be entitled to any further payment. If, upon any such liquidation, dissolution or winding up of the Partnership or the CompanyGeneral Partner, the assets of the Partnership, or proceeds thereof, distributable to the Company, in its capacity as the holder holders of Series SN D-6 Preferred Units, shall be insufficient to pay in full the preferential amount aforesaid and liquidating payments on any other units of the Partnership ranking on a parity with the Series SN Preferred Units as to such distributionParity Units, then such assets, or the proceeds thereof, shall be distributed among the Company, in its capacity as the holder holders of such Series SN D-6 Preferred Units, Units and the holders of any such other units Parity Units ratably in accordance with the respective amounts that would be payable on such Series SN D-6 Preferred Units and any such other units Parity Units if all amounts payable thereon were paid in full. For the purposes of this Section 16.3 2.C, (i) a consolidation or merger of the Partnership or the Company General Partner with one or more entities, (ii) a statutory share exchange by the Partnership or the Company General Partner and (iii) a sale or transfer of all or substantially all of the Partnership’s 's or the Company’s General Partner's assets, shall not be deemed to be a liquidation, dissolution or winding up, voluntary or involuntary, of the Partnership or the CompanyGeneral Partner. (bii) 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 SN D-6 Preferred Units upon any liquidation, dissolution or winding up of the Company General Partner or the Partnership, after payment shall have been made in full to the Company, in its capacity as the holder holders of the Series SN D-6 Preferred Units, as provided in this Section, any series or class or classes of Junior Units shall, subject to any respective terms and provisions applying thereto, be entitled to receive any and all assets remaining to be paid or distributed, and the Company, in its capacity as the holder of the Series SN Preferred Units, shall not be entitled to share therein.

Liquidation Preference. (a) In the event of any liquidation, dissolution or winding up of the Partnership or the Company, whether voluntary or involuntary, before any payment or distribution of the assets of the Partnership shall be made to or set apart for the holders of Junior Units, the Company, in its capacity as the holder of the Series SN D Preferred Units, shall be entitled to receive One Thousand Twenty-Five Dollars ($1,000.0025.00) per Series SN D Preferred Unit (the “Series D Liquidation Preference”) plus an amount equal to all distributions (whether or not earned or declared) accrued and unpaid thereon to the date of final distribution to the Company, in its capacity as such holder; but the Company, in its capacity as the holder of Series SN D Preferred Units, shall not be entitled to any further payment. If, upon any such liquidation, dissolution or winding up of the Partnership or the Company, the assets of the Partnership, or proceeds thereof, distributable to the Company, in its capacity as the holder of Series SN D Preferred Units, shall be insufficient to pay in full the preferential amount aforesaid and liquidating payments on any other units of the Partnership ranking on a parity with the Series SN D Preferred Units as to such distribution, then such assets, or the proceeds thereof, shall be distributed among the Company, in its capacity as the holder of such Series SN D Preferred Units, and the holders of any such other units ratably in accordance with the respective amounts that would be payable on such Series SN D Preferred Units and any such other units if all amounts payable thereon were paid in full. For the purposes of this Section 16.3 19.3, (i) a consolidation or merger of the Partnership or the Company with one or more entities, (ii) a statutory share exchange by the Partnership or the Company and (iii) a sale or transfer of all or substantially all of the Partnership’s or the Company’s assets, shall not be deemed to be a liquidation, dissolution or winding up, voluntary or involuntary, of the Partnership or the Company. (b) Subject to the rights of the holders of Partnership Units of any series or class or classes of shares ranking on a parity with or prior to the Series SN D Preferred Units upon any liquidation, dissolution or winding up of the Company or the Partnership, after payment shall have been made in full to the Company, in its capacity as the holder of the Series SN D Preferred Units, as provided in this SectionSection 19.3, any series or class or classes of Junior Units shall, subject to any respective terms and provisions applying thereto, be entitled to receive any and all assets remaining to be paid or distributed, and the Company, in its capacity as the holder of the Series SN D Preferred Units, shall not be entitled to share therein.

Liquidation Preference. (a) In the event of any liquidation, dissolution or winding up of the Partnership or the CompanyPartnership, whether voluntary or involuntary, before any payment allocation of income or distribution of the assets of gain by the Partnership shall be made to or set apart for the holders of any Junior Partnership Units, to the Companyextent possible, in its capacity as the holder holders of the Series SN Preferred Units, Units shall be entitled to be allocated income and gain to effectively enable them to receive One Thousand Dollars a liquidation preference of (i) $1,000.00) 25 per Series SN Preferred Unit unit (the “"Liquidation Preference”"), plus (ii) plus an amount equal to all accumulated, accrued and unpaid distributions (whether or not earned or declared) accrued and unpaid thereon to the date of final distribution to the Company, in its capacity as such holderholders; but the Company, in its capacity as the holder of Series SN Preferred Units, such holders shall not be entitled to any further paymentallocation of income or gain. IfUntil 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 Partnership Units upon any such the liquidation, dissolution or winding up of the Partnership Partnership. (b) If, upon any liquidation, dissolution or winding up of the CompanyPartnership, the assets of the Partnership, or proceeds thereof, distributable to among the Company, in its capacity as the holder holders of Series SN Preferred Units, Units shall be insufficient to pay in full the preferential amount aforesaid Liquidation Preference and liquidating payments on any other units of the Parity Partnership ranking on a parity with the Series SN Preferred Units as to such distributionUnits, then following certain allocations made by the Partnership, such assets, or the proceeds thereof, shall be distributed among the Company, in its capacity as the holder of such Series SN Preferred Units, and the holders of Preferred Units and any such other units Parity Partnership Units ratably in accordance with the same proportion as the respective amounts that would be payable on such Series SN Preferred Units and any such other units Parity Partnership Units if all amounts payable thereon were paid in full. . (c) For the purposes of this Section 16.3 5, (i) a consolidation or merger of the Partnership or the Company with one or more partnerships, corporations or other entities, or (ii) a statutory share exchange by the Partnership or the Company and (iii) a sale or transfer of all or substantially all of the Partnership’s or the Company’s 's assets, shall not be deemed to be a liquidation, dissolution or winding up, voluntary or involuntary, of the Partnership or the CompanyPartnership. (bd) 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 SN Preferred Units upon Upon any liquidation, dissolution or winding up of the Company or the Partnership, after payment all allocations shall have been made in full to the Company, in its capacity as the holder holders of the Series SN Preferred Units, as provided in this SectionUnits and any Parity Partnership Units to enable them to receive their respective liquidation preferences, any series or class or classes of Junior Partnership Units shall, subject to any respective terms and provisions applying thereto, shall be entitled to receive any and all assets remaining to be paid or distributed, and the Company, in its capacity as the holder holders of the Series SN Preferred Units, Units shall not be entitled to share therein.

Liquidation Preference. (ai) In the event of any liquidation, dissolution or winding up of the Partnership or the Company, whether voluntary or involuntary, before any payment or distribution of the assets of the Partnership Company shall be made to or set apart for the holders of Junior Units, the Company, in its capacity as the holder holders of the Series SN F Company Preferred Units, Units shall be entitled to receive One Thousand Dollars ($1,000.00) 25.00 per Series SN F Company Preferred Unit (the “Liquidation Preference”) plus an amount per Series F Company Preferred Unit equal to all accrued and unpaid distributions (whether or not earned or declared) accrued and unpaid thereon to to, but not including, the date of final distribution to the Company, in its capacity as such holderholders; but such holders of the Company, in its capacity as the holder of Series SN F Company Preferred Units, Units shall not be entitled to any further payment. If, upon any such liquidation, dissolution or winding up of the Partnership or the Company, the assets of the PartnershipCompany, or proceeds thereof, distributable to among the Company, in its capacity as holders of the holder of Series SN F Company Preferred Units, Units shall be insufficient to pay in full the preferential amount aforesaid and liquidating payments on any other units of the Partnership ranking on a parity with the Series SN Preferred Units as to such distributionParity Units, then such assets, or the proceeds thereof, shall be distributed among the Company, in its capacity as the holder holders of such Series SN F Company Preferred Units, Units and the holders of any such other units Parity Units ratably in accordance with the respective amounts that would be payable on such Series SN F Company Preferred Units and any such other units Parity Units if all amounts payable thereon were paid in full. For the purposes of this Section 16.3 D, none of (i) a consolidation or merger of the Partnership or the Company with one or more entities, (ii) a statutory share unit exchange by the Partnership Company, or the Company and (iii) a sale or transfer of all or substantially all of the Partnership’s or the Company’s assets, assets shall not be deemed to be a liquidation, dissolution or winding up, voluntary or involuntary, of the Partnership or the Company. (bii) Until payment shall have been made in full to the holders of the Series F Company Preferred Units, as provided in this Section D, and to the holders of Parity Units, subject to any terms and provisions applying thereto, no payment will be made to any holder of Junior Units upon the liquidation, dissolution or winding up of the Company. Subject to the rights of the holders of Partnership Units of any series or class or classes of shares ranking on a parity with or prior to the Series SN Preferred Units Parity Units, upon any liquidation, dissolution or winding up of the Company or the PartnershipCompany, after payment shall have been made in full to the Company, in its capacity as the holder holders of the Series SN F Company Preferred Units, as provided in this SectionSection D, any series or class or classes of Junior Units shall, subject to any respective terms and provisions applying thereto, be entitled to receive any and all assets remaining to be paid or distributed, and the Company, in its capacity as the holder holders of the Series SN F Company Preferred Units, Units shall not be entitled to share therein.

Liquidation Preference. (a) In the event of any liquidation, dissolution or winding up of the Partnership or the CompanyPartnership, whether voluntary or involuntary, before any payment or distribution of the assets of the Partnership (whether capital or surplus) shall be made to or set apart for the holders of Junior Units, the Company, in its capacity as the holder holders of the Series SN E Preferred Units, Units shall be entitled to receive One Thousand Dollars two thousand five hundred dollars ($1,000.002,500.00) per Series SN E Preferred Unit (the “Liquidation Preference”) plus an amount equal to all distributions (whether or not earned or declared) accrued and unpaid thereon to the date of final distribution to the Companysuch holders, in its capacity as but such holder; but the Company, in its capacity as the holder of Series SN Preferred Units, holders shall not be entitled to any further payment. If, upon any such liquidation, dissolution or winding up of the Partnership or the CompanyPartnership, the assets of the Partnership, or proceeds thereof, distributable to among the Company, in its capacity as holders of the holder of Series SN E Preferred Units, Units shall be insufficient to pay in full the preferential amount aforesaid and liquidating payments on any other units class or series of the Partnership ranking on a parity with the Series SN Preferred Units as to such distributionParity Units, then such assets, or the proceeds thereof, shall be distributed among the Company, in its capacity as the holder of such Series SN Preferred Units, and the holders of the Series E Preferred Units and any such other units Parity Units ratably in accordance with the respective amounts that would be payable on such Series SN E Preferred Units and any such other units Parity Units if all amounts payable thereon were paid in full. For the purposes of this Section 16.3 3.3, (i) a consolidation or merger of the Partnership or the Company with one or more entitiesPersons, (ii) a statutory share exchange by the Partnership or the Company and (iii) a sale or transfer of all or substantially all of the assets of the Partnership’s , or the Company’s assets, (iii) a statutory exchange of units shall not be deemed to be a liquidation, dissolution or winding up, voluntary or involuntary, of the Partnership or the CompanyPartnership. (b) Subject to the rights of the holders of Partnership Units of any series or class or classes of shares ranking on a parity with or prior to the Series SN Preferred Units upon any liquidation, dissolution or winding up of the Company or the PartnershipParity Units, after payment shall have been made in full to the Company, in its capacity as the holder holders of the Series SN E Preferred Units, as provided in this SectionSection 3.3, any other series or class or classes of Junior Units shall, subject to any the respective terms and provisions (if any) applying thereto, be entitled to receive any and all assets remaining to be paid or distributed, and the Company, in its capacity as the holder holders of the Series SN E Preferred Units, Units shall not be entitled to share therein.

Liquidation Preference. (a) In Upon any voluntary or involuntary liquidation, dissolution or winding up of the event affairs of the Partnership, the holders of the Series A Preferred Units are entitled to be paid out of the assets of the Partnership legally available for distribution to its Partners a liquidation preference of (x) $1,000 per Series A Preferred Unit (the “Base Liquidation Preference”), plus an amount equal to all accumulated and unpaid distributions to, but not including, the date of payment, in cash or property at its fair market value as determined by the General Partner before any distribution of assets is made to the Partnership Common Units or other Junior Units. (b) If upon any liquidation, dissolution or winding up of the Partnership or the Company, whether voluntary or involuntary, before any payment or distribution of the assets of the Partnership shall be made to or set apart for the holders of Junior Units, the Company, in its capacity as the holder of the Series SN Preferred Units, shall be entitled to receive One Thousand Dollars ($1,000.00) per Series SN Preferred Unit (the “Liquidation Preference”) plus an amount equal to all distributions (whether or not earned or declared) accrued and unpaid thereon to the date of final distribution to the Company, in its capacity as such holder; but the Company, in its capacity as the holder of Series SN Preferred Units, shall not be entitled to any further payment. If, upon any such liquidation, dissolution or winding up of the Partnership or the CompanyPartnership, the assets of the Partnership, or proceeds thereof, distributable to among the Company, in its capacity as the holder holders of Series SN A Preferred Units, Units shall be insufficient to pay in full the above described preferential amount aforesaid and liquidating payments on any other units class or series of the Partnership ranking on a parity with the Series SN Preferred Units as to such distributionParity Units, then such assets, or the proceeds thereof, shall be distributed among the Company, in its capacity as the holder of such Series SN Preferred Units, and the holders of Series A Preferred Units and any such other units Parity Units ratably in accordance with the same proportion as the respective amounts that would be payable on such Series SN A Preferred Units and any such other units Parity Units if all amounts payable thereon were paid in full. For the purposes of this Section 16.3 (i) a consolidation or merger of the Partnership or the Company with one or more entities, (ii) a statutory share exchange by the Partnership or the Company and (iii) a sale or transfer of all or substantially all of the Partnership’s or the Company’s assets, shall not be deemed to be a liquidation, dissolution or winding up, voluntary or involuntary, of the Partnership or the Company. (bc) 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 SN Preferred Units upon Upon any liquidation, dissolution or winding up of the Company or the Partnership, after payment shall have been made in full to the Company, in its capacity as the holder holders of the Series SN A Preferred Units and any Parity Units, as provided in this Section, any other series or class or classes of Junior Units shall, subject to any respective terms and provisions applying thereto, shall be entitled to receive any and all assets remaining to be paid or distributed, and the Company, in its capacity as the holder holders of the Series SN A Preferred Units, Units and any Parity Units shall not be entitled to share therein. (d) None of a consolidation or merger of the Partnership with or into another entity, a merger of another entity with or into the Partnership, or a sale, lease or conveyance of all or substantially all of the Partnership’s property or business shall be considered a liquidation, dissolution or winding up of the affairs of the Partnership.

Liquidation Preference. (aA) In the event of any liquidation, dissolution or winding up of the Partnership or the CompanyPartnership, whether voluntary or involuntary, before any payment or distribution of the assets of the Partnership shall be made to or set apart for the holders of Junior Units, the CompanyGeneral Partner, in its capacity as the holder of the Series SN C Preferred Units, shall be entitled to receive One Thousand Twenty-Five Dollars ($1,000.0025.00) per Series SN Preferred Unit (the “Series C Liquidation Preference”) per Series C Preferred Unit plus an amount equal to all distributions (whether or not earned or declared) accrued and unpaid thereon to the date of final distribution to the CompanyGeneral Partner, in its capacity as such holder; but the CompanyGeneral Partner, in its capacity as the holder of Series SN C Preferred Units, Units shall not be entitled to any further paymentpayment with respect to such Series C Preferred Units. If, upon any such liquidation, dissolution or winding up of the Partnership or the CompanyPartnership, the assets of the Partnership, or proceeds thereof, distributable to the CompanyGeneral Partner, in its capacity as the holder of Series SN C Preferred Units, shall be insufficient to pay in full the preferential amount aforesaid and liquidating payments on any other units class or series of the Partnership ranking on a parity with the Series SN Preferred Units as to such distributionParity Units, then such assets, or the proceeds thereof, shall be distributed among the CompanyGeneral Partner, in its capacity as the holder of such Series SN C Preferred Units, and the holders of any such other units Parity Units ratably in accordance with the respective amounts that would be payable on such Series SN C Preferred Units and any such other units Parity Units if all amounts payable thereon were paid in full. For the purposes of this Section 16.3 3, (ix) a consolidation or merger of the Partnership or the Company General Partner with one or more entitiespartnerships, limited liability companies, corporations, real estate investment trusts or other entities and (iiy) a statutory share exchange by the Partnership sale, lease or the Company and (iii) a sale or transfer conveyance of all or substantially all of the Partnership’s property or the Company’s assets, business shall not be deemed to be a liquidation, dissolution or winding up, voluntary or involuntary, of the Partnership or the CompanyPartnership. (bB) 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 SN C Preferred Units upon any liquidation, dissolution or winding up of the Company or the Partnership, after payment shall have been made in full to the CompanyGeneral Partner, in its capacity as the holder of the Series SN C Preferred Units, as provided in this SectionSection 3, any other series or class or classes of Junior Units shall, subject to any respective terms and provisions applying thereto, be entitled to receive any and all assets remaining to be paid or distributed, and the CompanyGeneral Partner, in its capacity as the holder of the Series SN C Preferred Units, shall not be entitled to share therein.

Liquidation Preference. (ai) In the event of any liquidation, dissolution or winding up of the Partnership Company or the CompanyCLNS, whether voluntary or involuntary, before any payment or distribution of the assets of the Partnership Company shall be made to or set apart for the holders of Company Junior Units, the CompanyCLNS, in its capacity as the holder of the Series SN A Company Preferred Units, shall be entitled to receive One Thousand Twenty-Five Dollars ($1,000.0025.00) per Series SN A Company Preferred Unit (the “Series A Liquidation Preference”) plus an amount equal to all distributions (whether or not earned or declared) accrued and unpaid thereon to the date of final distribution to the CompanyCLNS, in its capacity as such holder; but the CompanyCLNS, in its capacity as the holder of Series SN A Company Preferred Units, shall not be entitled to any further payment. If, upon any such liquidation, dissolution or winding up of the Partnership Company or the CompanyCLNS, the assets of the PartnershipCompany, or proceeds thereof, distributable to the CompanyCLNS, in its capacity as the holder of Series SN A Company Preferred Units, shall be insufficient to pay in full the preferential amount aforesaid and liquidating payments on any other units of the Partnership ranking on a parity with the Series SN Parity Preferred Units as to such distributionUnits, then such assets, or the proceeds thereof, shall be distributed among the CompanyCLNS, in its capacity as the holder of such Series SN A Company Preferred Units, and the holders of any such other units Parity Preferred Units ratably in accordance with the respective amounts that would be payable on such Series SN A Company Preferred Units and any such other units Parity Preferred Units if all amounts payable thereon were paid in full. For the purposes of this Section 16.3 C, (ix) a consolidation or merger of the Partnership Company or the Company CLNS with one or more entities, (iiy) a statutory share exchange by the Partnership Company or the Company CLNS and (iiiz) a sale or transfer of all or substantially all of the PartnershipCompany’s or the CompanyCLNS’s assets, shall not be deemed to be a liquidation, dissolution or winding up, voluntary or involuntary, of the Partnership Company or the CompanyCLNS. (bii) Subject to the rights of the holders of Partnership Membership Units of any series or class or classes of shares ranking on a parity with or prior to the Series SN A Company Preferred Units upon any liquidation, dissolution or winding up of the Company CLNS or the PartnershipCompany, after payment shall have been made in full to the CompanyCLNS, in its capacity as the holder of the Series SN A Company Preferred Units, as provided in this SectionSection C, any series or class or classes of Company Junior Units shall, subject to any respective terms and provisions applying thereto, be entitled to receive any and all assets remaining to be paid or distributed, and the CompanyCLNS, in its capacity as the holder of the Series SN A Company Preferred Units, shall not be entitled to share therein.

Liquidation Preference. (ai) In the event of any liquidation, dissolution or winding up of the Partnership or the Company, whether voluntary or involuntary, before any payment or distribution of the assets of the Partnership shall be made to or set apart for the holders of Junior Units, the Company, in its capacity as the holder of the Series SN Preferred Units, shall be entitled to receive One Thousand Dollars ($1,000.00) per Series SN Preferred Unit (the “Liquidation Preference”) plus an amount equal to all distributions (whether or not earned or declared) accrued and unpaid thereon to the date of final distribution to the Company, in its capacity as such holder; but the Company, in its capacity as the holder of Series SN Preferred Units, shall not be entitled to any further payment. If, upon any such liquidation, dissolution or winding up of the Partnership or the Company, the assets of the Partnership, or proceeds thereof, distributable to the Company, in its capacity as the holder of Series SN Preferred Units, Units shall be insufficient to pay in full the preferential amount aforesaid and liquidating payments on any other units of the Partnership ranking on a parity with the Series SN Preferred Units as to such distributionParity Units, then such assets, or the proceeds thereof, shall be distributed among the Company, in its capacity as holders of the holder of such Series SN D-17 Preferred Units, Units and the holders of any such other units Parity Units ratably in accordance with the respective amounts that would be payable on such Series SN D-17 Preferred Units and any such other units Parity Units if all amounts payable thereon were paid in full. For the purposes of this Section 16.3 2.C, (i) a consolidation or merger of the Partnership or the Company General Partner with one or more entities, (ii) a statutory share exchange by the Partnership or the Company General Partner and (iii) a sale or transfer of all or substantially all of the Partnership’s or the CompanyGeneral Partner’s assets, shall not be deemed to be a liquidation, dissolution or winding up, voluntary or involuntary, of the Partnership or the CompanyGeneral Partner. (bii) 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 SN D-17 Preferred Units upon any liquidation, dissolution or winding up of the Company General Partner or the Partnership, after payment shall have been made in full to the Company, in its capacity as the holder holders of the Series SN D-17 Preferred Units, as provided in this Section, any series or class or classes of Junior Units shall, subject to any respective terms and provisions applying thereto, be entitled to receive any and all assets remaining to be paid or distributed, and the Company, in its capacity as the holder holders of the Series SN D-17 Preferred Units, Units shall not be entitled to share therein.

Liquidation Preference. (ai) In the event of any liquidation, dissolution or winding up of the Partnership Company or the CompanyCLNS, whether voluntary or involuntary, before any payment or distribution of the assets of the Partnership Company shall be made to or set apart for the holders of Company Junior Units, the CompanyCLNS, in its capacity as the holder of the Series SN C Company Preferred Units, shall be entitled to receive One Thousand Twenty-Five Dollars ($1,000.0025.00) per Series SN C Company Preferred Unit (the “Series C Liquidation Preference”) plus an amount equal to all distributions (whether or not earned or declared) accrued and unpaid thereon to the date of final distribution to the CompanyCLNS, in its capacity as such holder; but the CompanyCLNS, in its capacity as the holder of Series SN C Company Preferred Units, shall not be entitled to any further payment. If, upon any such liquidation, dissolution or winding up of the Partnership Company or the CompanyCLNS, the assets of the PartnershipCompany, or proceeds thereof, distributable to the CompanyCLNS, in its capacity as the holder of Series SN C Company Preferred Units, shall be insufficient to pay in full the preferential amount aforesaid and liquidating payments on any other units of the Partnership Company ranking on a parity with the Series SN C Company Preferred Units as to such distribution, then such assets, or the proceeds thereof, shall be distributed among the CompanyCLNS, in its capacity as the holder of such Series SN C Company Preferred Units, and the holders of any such other units ratably in accordance with the respective amounts that would be payable on such Series SN C Company Preferred Units and any such other units if all amounts payable thereon were paid in full. For the purposes of this Section 16.3 C, (ix) a consolidation or merger of the Partnership Company or the Company CLNS with one or more entities, (iiy) a statutory share exchange by the Partnership Company or the Company CLNS and (iiiz) a sale or transfer of all or substantially all of the PartnershipCompany’s or the CompanyCLNS’s assets, shall not be deemed to be a liquidation, dissolution or winding up, voluntary or involuntary, of the Partnership Company or the CompanyCLNS. (bii) Subject to the rights of the holders of Partnership Membership Units of any series or class or classes of shares ranking on a parity with or prior to the Series SN C Company Preferred Units upon any liquidation, dissolution or winding up of the Company CLNS or the PartnershipCompany, after payment shall have been made in full to the CompanyCLNS, in its capacity as the holder of the Series SN C Company Preferred Units, as provided in this SectionSection C, any series or class or classes of Company Junior Units shall, subject to any respective terms and provisions applying thereto, be entitled to receive any and all assets remaining to be paid or distributed, and the CompanyCLNS, in its capacity as the holder of the Series SN C Company Preferred Units, shall not be entitled to share therein.

Liquidation Preference. (a) In the event of any liquidation, dissolution or winding up of the Partnership or the CompanyPartnership, whether voluntary or involuntaryinvoluntary ("Liquidation Event"), before any payment or distribution of the assets of the Partnership (whether capital or surplus) shall be made to or set apart for the holders of Junior Units, the Company, in its capacity as the holder holders of the Series SN Z Preferred Units, Units shall be entitled to receive One Thousand Thirty-Seven Dollars and Twenty-Five Cents ($1,000.0037.25) per Series SN Z Preferred Unit (the “"Liquidation Preference”) plus an amount equal to all distributions (whether or not earned or declared) accrued and unpaid thereon to the date of final distribution to the Company, in its capacity as such holder; but the Company, in its capacity as the holder of Series SN Preferred Units, shall not be entitled to any further payment"). If, upon any such liquidation, dissolution or winding up of the Partnership or the CompanyLiquidation Event, the assets of the Partnership, or proceeds thereof, distributable to among the Company, in its capacity as the holder holders of Series SN Z Preferred Units, Units shall be insufficient to pay in full the preferential amount aforesaid and liquidating payments on any other units of the Partnership ranking on a parity with the Series SN Preferred Units as to such distributionParity Units, then such assets, or the proceeds thereof, shall be distributed among the Company, in its capacity as the holder holders of such Series SN Z Preferred Units, Units and the holders of any such other units Parity Units ratably in accordance with the respective amounts that would be payable on such Series SN Z Preferred Units and any such other units Parity Units if all amounts payable thereon were paid in full. For the purposes of this Section 16.3 (i) a consolidation or merger of the Partnership or the Company with one or more entities, (ii) a statutory share exchange by the Partnership or the Company and (iii) a sale or transfer of all or substantially all of the Partnership’s or the Company’s assets, shall not be deemed to be a liquidation, dissolution or winding up, voluntary or involuntary, of the Partnership or the Company. (b) Subject to the rights of the holders of Partnership Units of any series or class or classes of shares Units ranking on a parity with or prior senior to the Series SN Z Preferred Units upon any liquidation, dissolution or winding up of the Company or the Partnershipsuch Liquidation Event, after payment shall have been made in full to the Company, in its capacity as the holder holders of the Series SN Z Preferred Units and Parity Units, as provided in this SectionSection 4, any series or class or classes of Junior Units shall, subject to any respective terms and provisions applying thereto, be entitled to receive any and all assets remaining to be paid or distributed, and the Company, in its capacity as the holder . (c) After payment of the full amount of the liquidating distributions to which they are entitled pursuant to Sections 4(a) and (b), the holders of Series SN Z Preferred UnitsUnits will have no right or claim to any of the remaining assets of the Partnership. (d) The consolidation or merger of the Partnership with or into any other corporation, partnership or entity or of any other corporation, partnership or entity with or into the Partnership, or an exchange of Units or partnership interests, or the sale, lease or conveyance of all or substantially all of the property or business of the Partnership, shall not be entitled deemed to share thereinconstitute a Liquidation Event.

Liquidation Preference. (a) In the event of any voluntary or involuntary liquidation, dissolution or winding winding-up of the Partnership or the Company, whether voluntary or involuntaryPartnership, before any payment or distribution of the assets of the Partnership (whether capital or surplus) shall be made to or set apart for the holders of Junior Series K Preferred Units, Series L Preferred Units, Common Units or any other partnership interests in the CompanyPartnership or Units ranking junior to the Series G Preferred Units as to the distribution of assets upon the liquidation, in its capacity as dissolution or winding-up of the holder Partnership, the holders of the Series SN G Preferred UnitsUnits shall, shall with respect to each such Unit, be entitled to receive One Thousand Dollars receive, out of the assets of the Partnership available for distribution to Partners after payment or provision for payment of all debts and other liabilities of the Partnership and subject to the rights of the holders of any series of Preferred Units ranking senior to or on parity with the Series G Preferred Units with respect to payment of amounts upon liquidation, dissolution or winding-up of the Partnership, an amount equal to $25.00 (or property having a fair market value as determined by the General Partner valued at $1,000.00) 25.00 per Series SN G Preferred Unit (the “Liquidation Preference”) Unit), plus an amount equal to all distributions (whether or not earned or declared) accrued and unpaid thereon to the date of final distribution to the Company, in its capacity as such holder; but the Company, in its capacity as the holder of Series SN Preferred Units, shall not be entitled to any further payment. (including all accumulated and unpaid distributions). (b) If, upon any such voluntary or involuntary liquidation, dissolution or winding winding-up of the Partnership or the CompanyPartnership, the assets of the Partnership, or proceeds thereof, distributable to among the Company, in its capacity as holders of the holder of Series SN G Preferred Units, shall be Units are insufficient to pay in full the preferential amount aforesaid on the Series G Preferred Units and liquidating payments on any other units Units or partnership interests in the Partnership of any class or series ranking, as to payment of distributions and amounts upon the liquidation, dissolution or winding-up of the Partnership ranking Partnership, on a parity with the Series SN G Preferred Units as to such distributionUnits, then such assets, or the proceeds thereof, shall be distributed among the Company, in its capacity as the holder of such Series SN Preferred Units, and the holders of Series G Preferred Units and any such other units Units or partnership interests in the Partnership ratably in accordance with the respective amounts that would be payable on such Series SN G Preferred Units and any such other units Units or partnership interests in the Partnership if all amounts payable thereon were paid in full. . (c) Written notice of 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 G Preferred Units at the respective addresses of such holders as the same shall appear on the transfer records of the Partnership. (d) After payment of the full amount of liquidating distributions to which they are entitled as provided in Section 6(a) of this Schedule D, the holders of Series G Preferred Units shall have no right or claim to any of the remaining assets of the Partnership. (e) For the purposes of this Section 16.3 6, none of (i) a consolidation or merger of the Partnership with or the Company with one or more entitiesinto another entity, (ii) a statutory share exchange by merger of another entity with or into the Partnership or the Company and (iii) a sale sale, lease or transfer conveyance of all or substantially all of the Partnership’s or the Company’s assets, properties or business shall not be deemed to be a liquidation, dissolution or winding up, voluntary or involuntary, winding-up of the Partnership (unless all or the Company. (b) Subject to the rights substantially all of the holders of Partnership Units of any series or class or classes of shares ranking on proceeds thereof are distributed by the Partnership, in which case a parity with or prior to the Series SN Preferred Units upon any liquidation, dissolution or winding winding-up of the Company or the Partnership, after payment Partnership shall be deemed to have been made in full to the Company, in its capacity as the holder of the Series SN Preferred Units, as provided in this Section, any series or class or classes of Junior Units shall, subject to any respective terms and provisions applying thereto, be entitled to receive any and all assets remaining to be paid or distributed, and the Company, in its capacity as the holder of the Series SN Preferred Units, shall not be entitled to share thereinoccurred).

Liquidation Preference. (a) In Subject to the rights of the holders of Senior Shares and Parity Shares, in the event of any liquidation, dissolution or winding up of the Partnership or the CompanyCorporation, whether voluntary or involuntary, before any payment or distribution of the assets of the Partnership Corporation (whether capital or surplus) shall be made to or set apart for the holders of Junior UnitsShares, as to the Companydistribution of assets on any liquidation, in its capacity as dissolution or winding up of the Corporation, each holder of the Series SN E Preferred Units, Shares shall be entitled to receive One Thousand Dollars an amount of cash equal to twenty-five thousand dollars ($1,000.0025,000.00) per Series SN E Preferred Unit (the “Liquidation Preference”) Share plus an amount in cash equal to all distributions accumulated accrued and unpaid dividends thereon (whether or not earned or declared) accrued and unpaid thereon to the date of final distribution to the Company, in its capacity as such holder; but the Company, in its capacity as the holder of Series SN Preferred Units, shall not be entitled to any further paymentholders. If, upon any such liquidation, dissolution or winding up of the Partnership or the CompanyCorporation, the assets of the PartnershipCorporation, or proceeds thereof, distributable to among the Company, in its capacity as holders of the holder of Series SN E Preferred Units, Shares shall be insufficient to pay in full the preferential amount aforesaid and liquidating payments on any other units shares of any class or series of Parity Shares as to the distribution of assets on any liquidation, dissolution or winding up of the Partnership ranking on a parity with the Series SN Preferred Units as to such distributionCorporation, then such assets, or the proceeds thereof, shall be distributed among the Company, in its capacity as the holder of such Series SN Preferred Units, and the holders of Series E Preferred Shares and any such other units Parity Shares ratably in accordance with the respective amounts that would be payable on such Series SN E Preferred Units Shares and any such other units Parity Shares if all amounts payable thereon were paid in full. For the purposes of this Section 16.3 4, none of (i) a consolidation or merger of the Partnership or the Company Corporation with one or more corporations or other entities, (ii) a statutory share exchange by the Partnership or the Company and (iii) a sale sale, lease or transfer of all or substantially all of the PartnershipCorporation’s assets or the Company’s assets, (iii) a statutory share exchange shall not be deemed to be a liquidation, dissolution or winding up, voluntary or involuntary, of the Partnership or the CompanyCorporation. (b) Subject to the rights of the holders of Partnership Units of any series Senior Shares and Parity Shares upon liquidation, dissolution or class or classes of shares ranking on a parity with or prior to the Series SN Preferred Units winding up, upon any liquidation, dissolution or winding up of the Company or the PartnershipCorporation, after payment shall have been made in full to the Company, in its capacity as the holder holders of the Series SN E Preferred UnitsShares, as provided in this SectionSection 4, any other series or class or classes of Junior Units Shares shall, subject to any the respective terms and provisions (if any) applying thereto, be entitled to receive any and all assets remaining to be paid or distributed, and the Company, in its capacity as the holder holders of the Series SN E Preferred Units, Shares shall not be entitled to share therein.

Liquidation Preference. (ai) In the event of any liquidation, dissolution or winding up of the Partnership or the CompanyGeneral Partner, whether voluntary or involuntary, before any payment or distribution of the assets of the Partnership shall be made to or set apart for the holders of Junior Units, the CompanyGeneral Partner, in its capacity as the holder of the Series SN A Preferred Units, Units shall be entitled to receive One Thousand Fifty Dollars ($1,000.0050.00) per Series SN A Preferred Unit (the “"Liquidation Preference”") plus an amount equal to all distributions (whether or not earned or declared) accrued and unpaid thereon to the date of final distribution to the CompanyGeneral Partner, in its capacity as such holder; but the CompanyGeneral Partner, in its capacity as the holder of Series SN A Preferred Units, Units shall not be entitled to any further payment. If, upon any such liquidation, dissolution or winding up of the Partnership or the CompanyGeneral Partner, the assets of the Partnership, or proceeds thereof, distributable to the CompanyGeneral Partner, in its capacity as the holder of Series SN A Preferred Units, shall be insufficient to pay in full the preferential amount aforesaid and liquidating payments on any other units of the Partnership ranking on a parity with the Series SN Preferred Units as to such distributionParity Units, then such assets, or the proceeds thereof, shall be distributed among the CompanyGeneral Partner, in its capacity as the holder of such Series SN A Preferred Units, and the holders of any such other units Parity Units ratably in accordance with the respective amounts that would be payable on such Series SN Preferred Units and any such other units if all amounts payable thereon were paid in full. For the purposes of this Section 16.3 (i) a consolidation or merger of the Partnership or the Company with one or more entities, respective (ii) a statutory share exchange by the Partnership or the Company and (iii) a sale or transfer of all or substantially all of the Partnership’s or the Company’s assets, shall not be deemed to be a liquidation, dissolution or winding up, voluntary or involuntary, of the Partnership or the Company. (b) Subject to the rights of the holders of Partnership Units of any series or class or classes of shares ranking on a parity with or prior to the Series SN A Preferred Units upon any liquidation, dissolution or winding up of the Company General Partner or the Partnership, after payment shall have been made in full to the CompanyGeneral Partner, in its capacity as the holder of the Series SN A Preferred Units, as provided in this Section, any series or class or classes of Junior Units shall, subject to any respective terms and provisions applying thereto, be entitled to receive any and all assets remaining to be paid or distributed, and the CompanyGeneral Partner, in its capacity as the holder of the Series SN A Preferred Units, shall not be entitled to share therein.

Liquidation Preference. (ai) In the event of any liquidation, dissolution or winding up of the Partnership or the CompanyGeneral Partner, whether voluntary or involuntary, before any payment or distribution of the assets of the Partnership shall be made to or set apart for the holders of Junior Units, the CompanyGeneral Partner, in its capacity as the holder of the Series SN M Preferred Units, shall be entitled to receive One Thousand Twenty-Five Dollars ($1,000.0025.00) per Series SN M Preferred Unit (the “Liquidation Preference”) plus an amount equal to all distributions (whether or not earned or declared) accrued and unpaid thereon to the date of final distribution to the CompanyGeneral Partner, in its capacity as such holder; but the CompanyGeneral Partner, in its capacity as the holder of Series SN M Preferred Units, shall not be entitled to any further payment. If, upon any such liquidation, dissolution or winding up of the Partnership or the CompanyGeneral Partner, the assets of the Partnership, or proceeds thereof, distributable to the CompanyGeneral Partner, in its capacity as the holder of Series SN M Preferred Units, shall be insufficient to pay in full the preferential amount aforesaid and liquidating payments on any other units of the Partnership ranking on a parity with the Series SN Preferred Units as to such distributionParity Units, then such assets, or the proceeds thereof, shall be distributed among the CompanyGeneral Partner, in its capacity as the holder of such Series SN M Preferred Units, and the holders of any such other units Parity Units ratably in accordance with the respective amounts that would be payable on such Series SN M Preferred Units and any such other units Parity Units if all amounts payable thereon were paid in full. For the purposes of this Section 16.3 C, (i) a consolidation or merger of the Partnership or the Company General Partner with one or more entities, (ii) a statutory share exchange by the Partnership or the Company General Partner and (iii) a sale or transfer of all or substantially all of the Partnership’s or the CompanyGeneral Partner’s assets, shall not be deemed to be a liquidation, dissolution or winding up, voluntary or involuntary, of the Partnership or the CompanyGeneral Partner. (bii) 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 SN M Preferred Units upon any liquidation, dissolution or winding up of the Company General Partner or the Partnership, after payment shall have been made in full to the CompanyGeneral Partner, in its capacity as the holder of the Series SN M Preferred Units, as provided in this Section, any series or class or classes of Junior Units shall, subject to any respective terms and provisions applying thereto, be entitled to receive any and all assets remaining to be paid or distributed, and the CompanyGeneral Partner, in its capacity as the holder of the Series SN M Preferred Units, shall not be entitled to share therein.

Liquidation Preference. (aA) In the event of any liquidation, dissolution or winding up of the Partnership or the CompanyPartnership, whether voluntary or involuntary, before any payment or distribution of the assets of the Partnership shall be made to or set apart for the holders of any Distribution Junior Units, the Company, in its capacity as the holder holders of the Series SN Class B Preferred Units, Units shall be entitled to receive One Thousand Dollars ($1,000.00) 25.00 per Series SN Class B Preferred Unit (the “Liquidation Preference”) Unit, plus an amount equal to all distributions (whether or not earned or declared) accumulated, accrued and unpaid thereon to to, but not including, the date of final payment (such aggregate amount the "Class B Liquidation Preference"). Until the holders of the Class B Preferred Units have been paid the Class B Liquidation Preference in full, no payment or distribution will be made to the Company, in its capacity as such holder; but the Company, in its capacity as the any holder of Series SN Preferred Unitsany Distribution Junior Units upon the liquidation, shall not be entitled to any further paymentdissolution or winding up of the Partnership. If, upon any such liquidation, dissolution or winding up of the Partnership or the CompanyPartnership, the assets of the Partnership, or the proceeds thereof, distributable to the Company, in its capacity as holders of the holder of Series SN Class B Preferred Units, Units shall be insufficient to pay in full the preferential amount aforesaid Class B Liquidation Preference and liquidating payments on any other units class or series of the Partnership ranking on a parity with the Series SN Preferred Units as to such distributionDistribution Parity Units, then such assets, or the proceeds thereof, shall be distributed among the Company, in its capacity as holders of the holder of such Series SN Class B Preferred Units, Units and the holders of any such other units Distribution Parity Units ratably in accordance with proportion to the respective amounts that full liquidating distributions (including, if applicable, accumulated, accrued and unpaid distributions) to which they would otherwise respectively be payable on such Series SN Preferred Units and any such other units if all amounts payable thereon were paid in full. For the purposes of this Section 16.3 (i) a consolidation or merger of the Partnership or the Company with one or more entities, (ii) a statutory share exchange by the Partnership or the Company and (iii) a sale or transfer of all or substantially all of the Partnership’s or the Company’s assets, shall not be deemed to be a liquidation, dissolution or winding up, voluntary or involuntary, of the Partnership or the Companyentitled. (bB) 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 SN Preferred Distribution Parity Units upon any liquidation, dissolution or winding up up, whether voluntary or involuntary, of the Company or the Partnership, after payment in full of the Class B Liquidation Preference for all outstanding Class B Preferred Units shall have been made in full to the Company, in its capacity as the holder holders of the Series SN Class B Preferred Units, as provided in this SectionSection 3(A), any series or class or classes series of Distribution Junior Units shall, subject to any respective terms and provisions applying thereto, be entitled to receive any and all assets assets, or the proceeds thereof, remaining to be paid or distributed, and the Company, in its capacity as the holder holders of the Series SN Class B Preferred Units, as such, shall not be entitled to share thereintherewith. After payment of the full amount of the Class B Liquidation Preference for each outstanding Class B Preferred Unit, the holders of the Class B Preferred Units, as such, will have no right or claim to any of the remaining assets of the Partnership. The preceding two sentences shall not affect the right of the General Partner or any other holder of Class B Preferred Units to share in any distribution or payment of the assets of the Partnership upon any liquidation, dissolution or winding up, whether voluntary or involuntary, of the Partnership as a result of its holding another class or series of Units. (C) None of a consolidation or merger of the Partnership with or into another entity, or a sale, lease, transfer or conveyance of all or substantially all of the Partnership's property or business, shall be considered a liquidation, dissolution or winding up of the Partnership.

Liquidation Preference. (aA) In the event of any liquidation, dissolution or winding up of the Partnership or the CompanyPartnership, whether voluntary or involuntary, before any payment or distribution of the assets of the Partnership shall be made to or set apart for the holders of Junior Units, the CompanyGeneral Partner, in its capacity as the holder of the Series SN F Preferred Units, shall be entitled to receive One Thousand Thirty-Seven Dollars and Fifty Cents ($1,000.0037.50) (the "Series F Liquidation Preference") per Series SN F Preferred Unit (the “Liquidation Preference”) plus an amount equal to all distributions (whether or not earned or declared) accrued and unpaid thereon to the date of final distribution to the CompanyGeneral Partner, in its capacity as such holder; but the CompanyGeneral Partner, in its capacity as the holder of Series SN F Preferred Units, shall not be entitled to any further payment; provided that the distribution payable with respect to the Distribution Period containing the date of final distribution shall be equal to the greater of (i) the distribution provided in clause (a) of the first sentence of Section 2(A) or (ii) the distribution determined pursuant to clause (b) of the first sentence of Section 2(A) for the preceding Distribution Period. If, upon any such liquidation, dissolution or winding up of the Partnership or the CompanyPartnership, the assets of the Partnership, or proceeds thereof, distributable to the CompanyGeneral Partner, in its capacity as the holder of Series SN F Preferred Units, shall be insufficient to pay in full the preferential amount aforesaid and liquidating payments on any other units class or series of the Partnership ranking on a parity with the Series SN Preferred Units as to such distributionParity Units, then such assets, or the proceeds thereof, shall be distributed among the CompanyGeneral Partner, in its capacity as the holder of such Series SN F Preferred Units, and the holders of any such other units Parity Units ratably in accordance with the respective amounts that would be payable on such Series SN F Preferred Units and any such other units Parity Units if all amounts payable thereon were paid in full. For the purposes of this Section 16.3 3, (ix) a consolidation or merger of the Partnership or the Company with one or more entitiespartnerships, limited liability companies, corporations, real estate investment trusts or other entities and (iiy) a statutory share exchange by the Partnership sale, lease or the Company and (iii) a sale or transfer conveyance of all or substantially all of the Partnership’s 's property or the Company’s assets, business shall not be deemed to be a liquidation, dissolution or winding up, voluntary or involuntary, of the Partnership or the CompanyPartnership. (bB) 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 SN F Preferred Units upon any liquidation, dissolution or winding up of the Company or the Partnership, after payment shall have been made in full to the CompanyGeneral Partner, in its capacity as the holder of the Series SN F Preferred Units, as provided in this SectionSection 3, any other series or class or classes of Junior Units shall, subject to any respective terms and provisions (if any) applying thereto, be entitled to receive any and all assets remaining to be paid or distributed, and the CompanyGeneral Partner, in its capacity as the holder of the Series SN F Preferred Units, shall not be entitled to share therein.

Liquidation Preference. (a) In the event of any liquidation, dissolution or winding up of the Partnership or the CompanyPartnership, whether voluntary or involuntary, before any payment or distribution of the assets of the Partnership (whether capital, surplus or otherwise) shall be made to or set apart for the holders of Junior Partnership Units, the Company, in its capacity as the holder holders of the Series SN Class U Partnership Preferred Units, Units shall be entitled to receive One Thousand Twenty-Five Dollars ($1,000.0025.00) per Series SN Class U Partnership Preferred Unit (the “Liquidation Preference”) ), plus an amount per Class U Partnership Preferred Unit equal to all distributions dividends (whether or not earned declared or declaredearned) accumulated, accrued and unpaid thereon on one share of Class U Preferred Stock to the date of final distribution to the Company, in its capacity as such holderholders; but the Company, in its capacity as the holder of Series SN Preferred Units, such holders shall not be entitled to any further payment. IfUntil the holders of the Class U Partnership Preferred Units have been paid the Liquidation Preference in full, plus an amount equal to all dividends (whether or not declared or earned) accumulated, accrued and unpaid on the Class U Preferred Stock to the date of final distribution to such holders, no payment shall be made to any holder of Junior Partnership Units upon any such the liquidation, dissolution or winding up of the Partnership Partnership. If, upon any liquidation, dissolution or winding up of the CompanyPartnership, the assets of the Partnership, or proceeds thereof, distributable to among the Company, in its capacity as the holder holders of Series SN Class U Partnership Preferred Units, Units shall be insufficient to pay in full the preferential amount aforesaid and liquidating payments on any other units of the Parity Partnership ranking on a parity with the Series SN Preferred Units as to such distributionUnits, then such assets, or the proceeds thereof, shall be distributed among the Company, in its capacity as the holder of such Series SN Preferred Units, and the holders of Class U Partnership Preferred Units and any such other units Parity Partnership Units ratably in accordance with the same proportion as the respective amounts that would be payable on such Series SN Class U Partnership Preferred Units and any such other units Parity Partnership Units if all amounts payable thereon were paid in full. For the purposes of this Section 16.3 4, (i) a consolidation or merger of the Partnership or the Company with one or more entitiespartnerships, or (ii) a statutory share exchange by the Partnership or the Company and (iii) a sale or transfer of all or substantially all of the Partnership’s or the Company’s assets, assets shall not be deemed to be a liquidation, dissolution or winding up, voluntary or involuntary, of the Partnership or the CompanyPartnership. (b) Subject to the rights of the holders of Partnership Units of any series or class or classes of shares ranking on a parity with or prior to the Series SN Preferred Units upon any liquidation, dissolution or winding up of the Company or the Partnership, after payment shall have been made in full to the Company, in its capacity as the holder of the Series SN Preferred Units, as provided in this Section, any series or class or classes of Junior Units shall, subject to any respective terms and provisions applying thereto, be entitled to receive any and all assets remaining to be paid or distributed, and the Company, in its capacity as the holder of the Series SN Preferred Units, shall not be entitled to share therein.

Liquidation Preference. (ai) In the event of any liquidation, dissolution or winding up of the Partnership or the Company, whether voluntary or involuntary, before any payment or distribution of the assets of the Partnership Company shall be made to or set apart for the holders of Junior Units, the Company, in its capacity as the holder holders of the Series SN A Preferred Units, Units shall be entitled to receive One Thousand Dollars ($1,000.00) per Series SN Preferred Unit (the “Liquidation Preference”) plus an amount equal to all distributions (whether or not earned or declared) accrued and unpaid thereon to the date holder's Capital Account in respect of final distribution to the Company, in its capacity as such holderthose Series A Preferred Units; but the Company, in its capacity as the holder holders of Series SN A Preferred Units, Units shall not be entitled to any further payment. If, upon any such liquidation, dissolution or winding up of the Partnership or the Company, the assets of the PartnershipCompany, or proceeds thereof, distributable to the Company, in its capacity as the holder holders of Series SN A Preferred Units, shall be insufficient to pay in full the preferential amount aforesaid and liquidating payments on any other units of the Partnership ranking on a parity with the Series SN Preferred Units as to such distributionParity Units, then such assets, or the proceeds thereof, shall be distributed among the Company, in its capacity as holders of the holder of such Series SN A Preferred Units, Units and the holders of any such other units Parity Units ratably in accordance with the respective amounts that would be payable on such Series SN A Preferred Units and any such other units Parity Units if all amounts payable thereon were paid in full. For the purposes of this Section 16.3 4.3(e), none of (i) a consolidation or merger of the Partnership or the Company with or into one or more entities, (ii) a merger of an entity with or into the Company, (iii) a statutory share exchange by the Partnership Company or the Company and (iiiiv) a sale sale, lease or transfer conveyance of all or substantially all of the Partnership’s or the Company’s assets, 's assets shall not be deemed to be a liquidation, dissolution or winding up, voluntary or involuntary, of the Partnership or the Company. (bii) 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 SN Preferred Units upon any liquidation, dissolution or winding up of the Company or the PartnershipParity Units, after payment shall have been made in full to the Company, in its capacity as the holder holders of the Series SN A Preferred Units, Units as provided in this Section, any series or class or classes of Junior Units shall, subject to any respective terms and provisions applying thereto, be entitled to receive any and all assets remaining to be paid or distributed, and the Company, in its capacity as the holder of the Series SN A Preferred Units, Units shall not be entitled to share therein.

Liquidation Preference. (ai) In the event of any liquidation, dissolution or winding up of the Partnership or the CompanyPartnership, whether voluntary or involuntary, before any payment or distribution of the assets of the Partnership shall be made to or set apart for the holders of Junior Units, the Company, in its capacity as the holder holders of the Series SN B Preferred Units, Partnership Units shall be entitled to receive One Thousand Dollars ($1,000.00) 25 per Series SN Preferred Unit (the “Liquidation Preference”) plus an amount per Unit equal to all distributions (whether or not earned or declared) accrued accumulated and unpaid thereon to to, but not including, the date of final distribution to the Company, in its capacity as such holderholders; but such holders of the Company, in its capacity as the holder of Series SN B Preferred Units, Partnership Units shall not be entitled to any further payment. If, upon any such liquidation, dissolution or winding up of the Partnership or the CompanyPartnership, the assets of the Partnership, or proceeds thereof, distributable to among the Company, in its capacity as holders of the holder of Series SN B Preferred Units, Partnership Units shall be insufficient to pay in full the preferential amount aforesaid and liquidating payments on any other units of the Partnership ranking on a parity with the Series SN Preferred Units as to such distributionParity Units, then such assets, or the proceeds thereof, shall be distributed among the Company, in its capacity as the holder holders of such Series SN B Preferred Units, Partnership Units and the holders of any such other units Parity Units ratably in accordance with the respective amounts that would be payable on such Series SN B Preferred Partnership Units and any such other units Parity Units if all amounts payable thereon were paid in full. For the purposes of this Section 16.3 D, none of (i) a consolidation or merger of the Partnership or the Company with one or more entities, (ii) a statutory share Unit exchange by the Partnership or the Company and (iii) a sale or transfer of all or substantially all of the Partnership’s or the Company’s assets, assets shall not be deemed to be a liquidation, dissolution or winding up, voluntary or involuntary, of the Partnership or the CompanyPartnership. (bii) 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 SN Preferred Units Parity Units, upon any liquidation, dissolution or winding up of the Company or the Partnership, after payment shall have been made in full to the Company, in its capacity as the holder holders of the Series SN B Preferred Partnership Units, as provided in this SectionSection D, any series or class or classes of Junior Units shall, subject to any respective terms and provisions applying thereto, be entitled to receive any and all assets remaining to be paid or distributed, and the Company, in its capacity as the holder holders of the Series SN B Preferred Units, Partnership Units shall not be entitled to share therein.

Liquidation Preference. (a) In the event of any liquidation, dissolution or winding up of the Partnership or the Company, whether voluntary or involuntary, before any payment or distribution of the assets of the Partnership shall be made to or set apart for the holders of Junior Units, the Company, in its capacity as the holder of the Series SN A Preferred Units, shall be entitled to receive One Thousand Twenty-Five Dollars ($1,000.0025.00) per Series SN A Preferred Unit (the “Series A Liquidation Preference”) plus an amount equal to all distributions (whether or not earned or declared) accrued and unpaid thereon to the date of final distribution to the Company, in its capacity as such holder; but the Company, in its capacity as the holder of Series SN A Preferred Units, shall not be entitled to any further payment. If, upon any such liquidation, dissolution or winding up of the Partnership or the Company, the assets of the Partnership, or proceeds thereof, distributable to the Company, in its capacity as the holder of Series SN A Preferred Units, shall be insufficient to pay in full the preferential amount aforesaid and liquidating payments on any other units of the Partnership ranking on a parity with the Series SN Parity Preferred Units as to such distributionUnits, then such assets, or the proceeds thereof, shall be distributed among the Company, in its capacity as the holder of such Series SN A Preferred Units, and the holders of any such other units Parity Preferred Units ratably in accordance with the respective amounts that would be payable on such Series SN A Preferred Units and any such other units Parity Preferred Units if all amounts payable thereon were paid in full. For the purposes of this Section 16.3 16.3, (i) a consolidation or merger of the Partnership or the Company with one or more entities, (ii) a statutory share exchange by the Partnership or the Company and (iii) a sale or transfer of all or substantially all of the Partnership’s or the Company’s assets, shall not be deemed to be a liquidation, dissolution or winding up, voluntary or involuntary, of the Partnership or the Company. (b) Subject to the rights of the holders of Partnership Units of any series or class or classes of shares ranking on a parity with or prior to the Series SN A Preferred Units upon any liquidation, dissolution or winding up of the Company or the Partnership, after payment shall have been made in full to the Company, in its capacity as the holder of the Series SN A Preferred Units, as provided in this SectionSection 16.3, any series or class or classes of Junior Units shall, subject to any respective terms and provisions applying thereto, be entitled to receive any and all assets remaining to be paid or distributed, and the Company, in its capacity as the holder of the Series SN A Preferred Units, shall not be entitled to share therein.

Liquidation Preference. (ai) In the event of any liquidation, dissolution or winding up of the Partnership or the CompanyGeneral Partner, whether voluntary or involuntary, before any payment or distribution of the assets of the Partnership shall be made to or set apart for the holders of Junior Units, the CompanyGeneral Partner, in its capacity as the holder of the Series SN A Preferred Units, Units shall be entitled to receive One Thousand Fifty Dollars ($1,000.0050.00) per Series SN A Preferred Unit (the “"Liquidation Preference”") plus an amount equal to all distributions (whether or not earned or declared) accrued and unpaid thereon to the date of final distribution to the CompanyGeneral Partner, in its capacity as such holder; but the CompanyGeneral Partner, in its capacity as the holder of Series SN A Preferred Units, Units shall not be entitled to any further payment. If, upon any such liquidation, dissolution or winding up of the Partnership or the CompanyGeneral Partner, the assets of the Partnership, or proceeds thereof, distributable to the CompanyGeneral Partner, in its capacity as the holder of Series SN A Preferred Units, shall be insufficient to pay in full the preferential amount aforesaid and liquidating payments on any other units of the Partnership ranking on a parity with the Series SN Preferred Units as to such distributionParity Units, then such assets, or the proceeds thereof, shall be distributed among the CompanyGeneral Partner, in its capacity as the holder of such Series SN A Preferred Units, and the holders of any such other units Parity Units ratably in accordance with the respective amounts that would be payable on such Series SN A Preferred Units and any such other units Parity Units if all amounts payable thereon were paid in full. For the purposes of this Section 16.3 C, (i) a consolidation or merger of the Partnership or the Company General Partner with one or more entities, (ii) a statutory share exchange by [the Partnership or or] the Company General Partner and (iii) a sale or transfer of all or substantially all of the 89 Partnership’s 's or the Company’s General Partner's assets, shall not be deemed to be a liquidation, dissolution or winding up, voluntary or involuntary, of the Partnership or the CompanyGeneral Partner. (bii) 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 SN A Preferred Units upon any liquidation, dissolution or winding up of the Company General Partner or the Partnership, after payment shall have been made in full to the CompanyGeneral Partner, in its capacity as the holder of the Series SN A Preferred Units, as provided in this Section, any series or class or classes of Junior Units shall, subject to any respective terms and provisions applying thereto, be entitled to receive any and all assets remaining to be paid or distributed, and the CompanyGeneral Partner, in its capacity as the holder of the Series SN A Preferred Units, shall not be entitled to share therein.

Liquidation Preference. (ai) In the event of any liquidation, dissolution or winding up of the Partnership or the CompanyGeneral Partner, whether voluntary or involuntary, before any payment or distribution of the assets of the Partnership shall be made to or set apart for the holders of Junior Units, the CompanyGeneral Partner, in its capacity as the holder of the Series SN K Preferred Units, shall be entitled to receive One Thousand Twenty-Five Dollars ($1,000.0025.00) per Series SN K Preferred Unit (the “Liquidation Preference”) plus an amount equal to all distributions (whether or not earned or declared) accrued and unpaid thereon to the date of final distribution to the CompanyGeneral Partner, in its capacity as such holder; but the CompanyGeneral Partner, in its capacity as the holder of Series SN K Preferred Units, shall not be entitled to any further payment. If, upon any such liquidation, dissolution or winding up of the Partnership or the CompanyGeneral Partner, the assets of the Partnership, or proceeds thereof, distributable to the CompanyGeneral Partner, in its capacity as the holder of Series SN K Preferred Units, shall be insufficient to pay in full the preferential amount aforesaid and liquidating payments on any other units of the Partnership ranking on a parity with the Series SN Preferred Units as to such distributionParity Units, then such assets, or the proceeds thereof, shall be distributed among the CompanyGeneral Partner, in its capacity as the holder of such Series SN K Preferred Units, and the holders of any such other units Parity Units ratably in accordance with the respective amounts that would be payable on such Series SN K Preferred Units and any such other units Parity Units if all amounts payable thereon were paid in full. For the purposes of this Section 16.3 C, (i) a consolidation or merger of the Partnership or the Company General Partner with one or more entities, (ii) a statutory share exchange by the Partnership or the Company General Partner and (iii) a sale or transfer of all or substantially all of the Partnership’s or the CompanyGeneral Partner’s assets, shall not be deemed to be a liquidation, dissolution or winding up, voluntary or involuntary, of the Partnership or the CompanyGeneral Partner. (bii) 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 SN K Preferred Units upon any liquidation, dissolution or winding up of the Company General Partner or the Partnership, after payment shall have been made in full to the CompanyGeneral Partner, in its capacity as the holder of the Series SN K Preferred Units, as provided in this Section, any series or class or classes of Junior Units shall, subject to any respective terms and provisions applying thereto, be entitled to receive any and all assets remaining to be paid or distributed, and the CompanyGeneral Partner, in its capacity as the holder of the Series SN K Preferred Units, shall not be entitled to share therein.

Liquidation Preference. (ai) In the event of any liquidation, dissolution or winding up of the Partnership or the CompanyGeneral Partner, whether voluntary or involuntary, before any payment or distribution of the assets of the Partnership shall be made to or set apart for the holders of Junior Units, the Company, in its capacity as the holder holders of the Series SN B Preferred Units, Units shall be entitled to receive One Thousand Fifty Dollars ($1,000.0050.00) per Series SN B Preferred Unit (the “"Liquidation Preference”") plus an amount equal to all distributions (whether or not earned or declared) accrued and unpaid thereon to the date of final distribution to the Companyholders of such units, except in its capacity as such holderthe case of distributions on or the Liquidation Preference of the Series B-2 Restricted Preferred Units to the extent they may not be paid due to a lack of funds in the Nongovernmental Account; but the Company, in its capacity as holders of the holder of Series SN B Preferred Units, Units shall not be entitled to any further payment, except, to the extent certain distributions (or the Liquidation Preference) were not able to be made on (or paid to) the Series B-2 Restricted Preferred Units due to a deficiency in the Nongovernmental Account, such distributions will be made to the extent funds later become available in the Nongovernmental Account. If, upon any such liquidation, dissolution or winding up of the Partnership or the CompanyGeneral Partner, the assets of the Partnership, or proceeds thereof, distributable to the Company, in its capacity as holders of the holder of Series SN B Preferred Units, Units shall be insufficient to pay in full the preferential amount aforesaid and liquidating payments on any other units of the Partnership ranking on a parity with the Series SN Preferred Units as to such distributionParity Units, then such assets, or the proceeds thereof, shall be distributed among the Company, in its capacity as holders of the holder of such Series SN B Preferred Units, Units and the holders of any such other units Parity Units ratably in accordance with the respective amounts that would be payable on such Series SN B Preferred Units and any such other units Parity Units if all amounts payable thereon were paid in full. For the purposes of this Section 16.3 C, (i) a consolidation or merger of the Partnership or the Company General Partner with one or more entities, (ii) a statutory share exchange by the Partnership or the Company General Partner and (iii) a sale or transfer of all or substantially all of the Partnership’s 's or the Company’s General Partner's assets, shall not be deemed to be a liquidation, dissolution or winding up, voluntary or involuntary, of the Partnership or the CompanyGeneral Partner. (bii) 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 SN B Preferred Units upon any liquidation, dissolution or winding up of the Company General Partner or the Partnership, after payment shall have been made in full to the Company, in its capacity as the holder of the Series SN Preferred Units, as provided in this Section, any series or class or classes of Junior Units shall, subject to any respective terms and provisions applying thereto, be entitled to receive any and all assets remaining to be paid or distributed, and the Company, in its capacity as the holder of the Series SN Preferred Units, shall not be entitled to share therein.in

Liquidation Preference. (a) In the event of any liquidation, dissolution or winding up of the Partnership or the CompanyPartnership, whether voluntary or involuntary, before any payment or distribution of the assets of the Partnership (whether capital or surplus) shall be made to or set apart for the holders of Junior Partnership Units, the Company, in its capacity as the holder holders of the Series SN Class D Partnership Preferred Units, Units shall be entitled to receive One Thousand Twenty Five Dollars ($1,000.0025) per Series SN Class D Partnership Preferred Unit (the “"Liquidation Preference”) "), plus an amount equal to all distributions dividends (whether or not earned or declaredearned) accumulated, accrued and unpaid thereon on each share of Class D Preferred Stock to the date of final distribution to the Company, in its capacity as such holderholders; but the Company, in its capacity as the holder of Series SN Preferred Units, such holders shall not be entitled to any further payment. IfUntil the holders of the Class D Partnership Preferred Units have been paid the Liquidation Preference in full, plus an amount equal to all dividends (whether or not earned) accumulated, accrued and unpaid on the Class D Preferred Stock to the date of final distribution to such holders, no payment will be made to any holder of Junior Partnership Units upon any such the liquidation, dissolution or winding up of the Partnership Partnership. If, upon any liquidation, dissolution or winding up of the CompanyPartnership, the assets of the Partnership, or proceeds thereof, distributable to among the Company, in its capacity as the holder holders of Series SN Class D Partnership Preferred Units, Units shall be insufficient to pay in full the preferential amount aforesaid and liquidating payments on any other units of the Parity Partnership ranking on a parity with the Series SN Preferred Units as to such distributionUnits, then such assets, or the proceeds thereof, shall be distributed among the Company, in its capacity as the holder of such Series SN Preferred Units, and the holders of Class D Partnership Preferred Units and any such other units Parity Partnership Units ratably in accordance with the same proportion as the respective amounts that would be payable on such Series SN Class D Partnership Preferred Units and any such other units Parity Partnership Units if all amounts payable thereon were paid in full. For the purposes of this Section 16.3 4, (i) a consolidation or merger of the Partnership or the Company with one or more entitiespartnerships, or (ii) a statutory share exchange by the Partnership or the Company and (iii) a sale or transfer of all or substantially all of the Partnership’s or the Company’s assets, 's assets shall not be deemed to be a liquidation, dissolution or winding up, voluntary or involuntary, of the Partnership or the CompanyPartnership. (b) Subject to the rights of the holders of Partnership Units of any series or class or classes of shares ranking on a parity with or prior to the Series SN Preferred Units upon Upon any liquidation, dissolution or winding up of the Company or the Partnership, after payment shall have been made in full to the Company, in its capacity as the holder holders of the Series SN Class D Partnership Preferred Units and any Parity Partnership Units, as provided in this SectionSection 4, any other series or class or classes of Junior Partnership Units shall, subject to any the respective terms and provisions applying theretothereof, be entitled to receive any and all assets remaining to be paid or distributed, and the Company, in its capacity as the holder holders of the Series SN Class D Partnership Preferred Units, Units and any Parity Partnership Units shall not be entitled to share therein.

Liquidation Preference. (ai) In the event of any liquidation, dissolution or winding up of the Partnership Company or the CompanyCLNS, whether voluntary or involuntary, before any payment or distribution of the assets of the Partnership Company shall be made to or set apart for the holders of Company Junior Units, the CompanyCLNS, in its capacity as the holder of the Series SN B Company Preferred Units, shall be entitled to receive One Thousand Twenty-Five Dollars ($1,000.0025.00) per Series SN B Company Preferred Unit (the “Series B Liquidation Preference”) plus an amount equal to all distributions (whether or not earned or declared) accrued and unpaid thereon to the date of final distribution to the CompanyCLNS, in its capacity as such holder; but the CompanyCLNS, in its capacity as the holder of Series SN B Company Preferred Units, shall not be entitled to any further payment. If, upon any such liquidation, dissolution or winding up of the Partnership Company or the CompanyCLNS, the assets of the PartnershipCompany, or proceeds thereof, distributable to the CompanyCLNS, in its capacity as the holder of Series SN B Company Preferred Units, shall be insufficient to pay in full the preferential amount aforesaid and liquidating payments on any other units of the Partnership ranking on a parity with the Series SN Parity Preferred Units as to such distributionUnits, then such assets, or the proceeds thereof, shall be distributed among the CompanyCLNS, in its capacity as the holder of such Series SN B Company Preferred Units, and the holders of any such other units Parity Preferred Units ratably in accordance with the respective amounts that would be payable on such Series SN B Company Preferred Units and any such other units Parity Preferred Units if all amounts payable thereon were paid in full. For the purposes of this Section 16.3 C, (ix) a consolidation or merger of the Partnership Company or the Company CLNS with one or more entities, (iiy) a statutory share exchange by the Partnership Company or the Company CLNS and (iiiz) a sale or transfer of all or substantially all of the PartnershipCompany’s or the CompanyCLNS’s assets, shall not be deemed to be a liquidation, dissolution or winding up, voluntary or involuntary, of the Partnership Company or the CompanyCLNS. (bii) Subject to the rights of the holders of Partnership Membership Units of any series or class or classes of shares ranking on a parity with or prior to the Series SN B Company Preferred Units upon any liquidation, dissolution or winding up of the Company CLNS or the PartnershipCompany, after payment shall have been made in full to the CompanyCLNS, in its capacity as the holder of the Series SN B Company Preferred Units, as provided in this SectionSection C, any series or class or classes of Company Junior Units shall, subject to any respective terms and provisions applying thereto, be entitled to receive any and all assets remaining to be paid or distributed, and the CompanyCLNS, in its capacity as the holder of the Series SN B Company Preferred Units, shall not be entitled to share therein.

Liquidation Preference. (aA) In the event of any liquidation, dissolution or winding up of the Partnership or the CompanyPartnership, whether voluntary or involuntary, before any payment or distribution of the assets of the Partnership shall be made to or set apart for the holders of Junior Units, the CompanyGeneral Partner, in its capacity as the holder of the Series SN A Preferred Units, shall be entitled to receive One Thousand Twenty Seven Dollars and Eight Cents ($1,000.0027.08) (the "Series A Liquidation Preference") per Series SN A Preferred Unit (the “Liquidation Preference”) plus an amount equal to all distributions (whether or not earned or declared) accrued and unpaid thereon to the date of final distribution to the CompanyGeneral Partner, in its capacity as such holder; but the CompanyGeneral Partner, in its capacity as the holder of Series SN A Preferred Units, Units shall not be entitled to any further payment; provided that the distribution payable with respect to the Distribution Period containing the date of final distribution shall be equal to the greater of (i) the distribution provided in clause (a) of the first sentence of Section 2(A) or (ii) the distribution determined pursuant to clause (b) of the first sentence of Section 2(A) for the preceding Distribution Period. If, upon any such liquidation, dissolution or winding up of the Partnership or the CompanyPartnership, the assets of the Partnership, or proceeds thereof, distributable to the CompanyGeneral Partner, in its capacity as the holder of Series SN A Preferred Units, shall be insufficient to pay in full the preferential amount aforesaid and liquidating payments on any other units class or series of the Partnership ranking on a parity with the Series SN Preferred Units as to such distributionParity Units, then such assets, or the proceeds thereof, shall be distributed among the CompanyGeneral Partner, in its capacity as the holder of such Series SN A Preferred Units, and the holders of any such other units Parity Units ratably in accordance with the respective amounts that would be payable on such Series SN A Preferred Units and any such other units Parity Units if all amounts payable thereon were paid in full. For the purposes of this Section 16.3 3, (ix) a consolidation or merger of the Partnership or the Company with one or more entitiespartnerships, limited liability companies, corporations, real estate investment trusts or other entities and (iiy) a statutory share exchange by the Partnership sale, lease or the Company and (iii) a sale or transfer conveyance of all or substantially all of the Partnership’s 's property or the Company’s assets, business shall not be deemed to be a liquidation, dissolution or winding up, voluntary or involuntary, of the Partnership or the CompanyPartnership. (bB) 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 SN A Preferred Units upon any liquidation, dissolution or winding up of the Company or the Partnership, after payment shall have been made in full to the CompanyGeneral Partner, in its capacity as the holder of the Series SN A Preferred Units, as provided in this SectionSection 3, any other series or class or classes of Junior Units shall, subject to any respective terms and provisions applying thereto, be entitled to receive any and all assets remaining to be paid or distributed, and the CompanyGeneral Partner, in its capacity as the holder of the Series SN A Preferred Units, shall not be entitled to share therein.

Liquidation Preference. (ai) In the event of any liquidation, dissolution or winding up of the Partnership or the CompanyGeneral Partner, whether voluntary or involuntary, before any payment or distribution of the assets of the Partnership shall be made to or set apart for the holders of Junior Units, the CompanyGeneral Partner, in its capacity as the holder of the Series SN L Preferred Units, shall be entitled to receive One Thousand Twenty-Five Dollars ($1,000.0025.00) per Series SN L Preferred Unit (the “Liquidation Preference”) plus an amount equal to all distributions (whether or not earned or declared) accrued and unpaid thereon to the date of final distribution to the CompanyGeneral Partner, in its capacity as such holder; but the CompanyGeneral Partner, in its capacity as the holder of Series SN L Preferred Units, shall not be entitled to any further payment. If, upon any such liquidation, dissolution or winding up of the Partnership or the CompanyGeneral Partner, the assets of the Partnership, or proceeds thereof, distributable to the CompanyGeneral Partner, in its capacity as the holder of Series SN L Preferred Units, shall be insufficient to pay in full the preferential amount aforesaid and liquidating payments on any other units of the Partnership ranking on a parity with the Series SN Preferred Units as to such distributionParity Units, then such assets, or the proceeds thereof, shall be distributed among the CompanyGeneral Partner, in its capacity as the holder of such Series SN L Preferred Units, and the holders of any such other units Parity Units ratably in accordance with the respective amounts that would be payable on such Series SN L Preferred Units and any such other units Parity Units if all amounts payable thereon were paid in full. For the purposes of this Section 16.3 C, (i) a consolidation or merger of the Partnership or the Company General Partner with one or more entities, (ii) a statutory share exchange by the Partnership or the Company General Partner and (iii) a sale or transfer of all or substantially all of the Partnership’s or the CompanyGeneral Partner’s assets, shall not be deemed to be a liquidation, dissolution or winding up, voluntary or involuntary, of the Partnership or the CompanyGeneral Partner. (bii) 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 SN L Preferred Units upon any liquidation, dissolution or winding up of the Company General Partner or the Partnership, after payment shall have been made in full to the CompanyGeneral Partner, in its capacity as the holder of the Series SN L Preferred Units, as provided in this Section, any series or class or classes of Junior Units shall, subject to any respective terms and provisions applying thereto, be entitled to receive any and all assets remaining to be paid or distributed, and the CompanyGeneral Partner, in its capacity as the holder of the Series SN L Preferred Units, shall not be entitled to share therein.

Liquidation Preference. (a1) In the event of any liquidation, dissolution or winding up of the Partnership or the CompanyPartnership, whether voluntary or involuntary, before any payment or distribution of the assets of the Partnership (whether capital, surplus or otherwise) shall be made to or set apart for the holders of Junior Partnership Units, the Company, in its capacity as the holder holders of the Series SN Class H Partnership Preferred Units, Units shall be entitled to receive One Thousand Twenty Five Dollars ($1,000.0025) per Series SN Class H Partnership Preferred Unit (the “Liquidation "Liqui- dation Preference”) "), plus an amount per Class H Partnership Preferred Unit equal to all distributions dividends (whether or not earned declared or declaredearned) accumulated, accrued and unpaid thereon on one share of Class H Preferred Stock to the date of final distribution to the Company, in its capacity as such holderholders; but the Company, in its capacity as the holder of Series SN Preferred Units, such holders shall not be entitled to any further payment. IfUntil the holders of the Class H Partnership Preferred Units have been paid the Liquidation Preference in full, plus an amount equal to all dividends (whether or not declared or earned) accumulated, accrued and unpaid on the Class H Preferred Stock to the date of final distribution to such holders, no payment shall be made to any holder of Junior Partnership Units upon any such the liquidation, dissolution or winding up of the Partnership Partnership. If, upon any liquidation, dissolution or winding up of the CompanyPartnership, the assets of the Partnership, or proceeds thereof, distributable to among the Company, in its capacity as the holder holders of Series SN Class H Partnership Preferred Units, Units shall be insufficient to pay in full the preferential amount aforesaid and liquidating payments on any other units of the Partnership ranking on a parity with the Series SN Preferred Units as to such distributionParity Partner- ship Units, then such assets, or the proceeds thereof, shall be distributed among the Company, in its capacity as the holder of such Series SN Preferred Units, and the holders of Class H Partnership Preferred Units and any such other units Parity Partnership Units ratably in accordance with the same proportion as the respective amounts that would be payable on such Series SN Class H Partnership Preferred Units and any such other units Parity Partnership Units if all amounts payable thereon were paid in full. For the purposes of this Section 16.3 4, (i) a consolidation or merger of the Partnership or the Company with one or more entitiespartnerships, or (ii) a statutory share exchange by the Partnership or the Company and (iii) a sale or transfer of all or substantially all of the Partnership’s or the Company’s assets, 's assets shall not be deemed to be a liquidation, dissolution or winding up, voluntary or involuntary, of the Partnership or the CompanyPartnership. (b2) 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 SN Preferred Units upon Upon any liquidation, dissolution or winding up of the Company or the Partnership, after payment shall have been made in full to the Company, in its capacity as the holder holders of the Series SN Class H Partnership Preferred Units and any Parity Partnership Units, as provided in this SectionSection 4, any other series or class or classes of Junior Partnership Units shall, subject to any the respective terms and provisions applying theretothereof, be entitled to receive any and all assets remaining to be paid or distributed, and the Company, in its capacity as the holder holders of the Series SN Class H Partnership Preferred Units, Units and any Parity Partnership Units shall not be entitled to share therein.

Liquidation Preference. (a) In the event of any liquidation, dissolution or winding up of the Partnership or the CompanyPartnership, whether voluntary or involuntary, before any payment or distribution of the assets of the Partnership (whether capital or surplus) shall be made to or set apart for the holders of Junior Partnership Units, the Company, in its capacity as the holder holders of the Series SN Class C Partnership Preferred Units, Units shall be entitled to receive One Thousand Twenty Five Dollars ($1,000.0025) per Series SN Class C Partnership Preferred Unit (the “"Liquidation Preference”) "), plus an amount equal to all distributions dividends (whether or not earned or declaredearned) accumulated, accrued and unpaid thereon on each share of Class C Preferred Stock to the date of final distribution to the Company, in its capacity as such holderholders; but the Company, in its capacity as the holder of Series SN Preferred Units, such holders shall not be entitled to any further payment. IfUntil the holders of the Class C Partnership Preferred Units have been paid the Liquidation Preference in full, plus an amount equal to all dividends (whether or not earned) accumulated, accrued and unpaid on the Class C Preferred Stock to the date of final distribution to such holders, no payment will be made to any holder of Junior Partnership Units upon any such the liquidation, dissolution or winding up of the Partnership Partnership. If, upon any liquidation, dissolution or winding up of the CompanyPartnership, the assets of the Partnership, or proceeds thereof, distributable to among the Company, in its capacity as the holder holders of Series SN Class C Partnership Preferred Units, Units shall be insufficient to pay in full the preferential amount aforesaid and liquidating payments on any other units of the Parity Partnership ranking on a parity with the Series SN Preferred Units as to such distributionUnits, then such assets, or the proceeds thereof, shall be distributed among the Company, in its capacity as the holder of such Series SN Preferred Units, and the holders of Class C Partnership Preferred Units and any such other units Parity Partnership Units ratably in accordance with the same proportion as the respective amounts that would be payable on such Series SN Class C Partnership Preferred Units and any such other units Parity Partnership Units if all amounts payable thereon were paid in full. For the purposes of this Section 16.3 4, (i) a consolidation or merger of the Partnership or the Company with one or more entitiespartnerships, or (ii) a statutory share exchange by the Partnership or the Company and (iii) a sale or transfer of all or substantially all of the Partnership’s or the Company’s assets, 's assets shall not be deemed to be a liquidation, dissolution or winding up, voluntary or involuntary, of the Partnership or the CompanyPartnership. (b) Subject to the rights of the holders of Partnership Units of any series or class or classes of shares ranking on a parity with or prior to the Series SN Preferred Units upon Upon any liquidation, dissolution or winding up of the Company or the Partnership, after payment shall have been made in full to the Company, in its capacity as the holder holders of the Series SN Class C Partnership Preferred Units and any Parity Partnership Units, as provided in this SectionSection 4, any other series or class or classes of Junior Partnership Units shall, subject to any the respective terms and provisions applying theretothereof, be entitled to receive any and all assets remaining to be paid or distributed, and the Company, in its capacity as the holder holders of the Series SN Class C Partnership Preferred Units, Units and any Parity Partnership Units shall not be entitled to share therein.

Liquidation Preference. (a1) In the event of any liquidation, dissolution or winding up of the Partnership or the CompanyPartnership, whether voluntary or involuntary, before any payment or distribution of the assets of the Partnership (whether capital, surplus or otherwise) shall be made to or set apart for the holders of Junior Partnership Units, the Company, in its capacity as the holder holders of the Series SN Class E Partnership Preferred Units, Units shall be entitled to receive One Thousand Dollars Dollar ($1,000.001.00) per Series SN Class E Partnership Preferred Unit (the “"Liquidation Preference”) "), plus an amount equal to all distributions (whether or not earned or declared) accrued and the Special Dividend if such dividend is unpaid thereon to on the date of final distribution to such holders. Until the Companyholders of the Class E Partnership Preferred Units have been paid the Liquidation Preference in full, in its capacity as plus an amount equal to the Special Dividend if such holder; but dividend is unpaid on the Companydate of final distribution to such holders, in its capacity as the no payment shall be made to any holder of Series SN Preferred Units, shall not be entitled to any further payment. If, Junior Partnership Units upon any such the liquidation, dissolution or winding up of the Partnership Partnership. If, upon any liquidation, dissolution or winding up of the CompanyPartnership, the assets of the Partnership, or proceeds thereof, distributable to among the Company, in its capacity as the holder holders of Series SN Class E Partnership Preferred Units, Units shall be insufficient to pay in full the preferential preferen- tial amount aforesaid and liquidating payments on any other units of the Parity Partnership ranking on a parity with the Series SN Preferred Units as to such distributionUnits, then such assets, or the proceeds thereof, shall be distributed among the Company, in its capacity as the holder of such Series SN Preferred Units, and the holders of Class E Partnership Preferred Units and any such other units Parity Partnership Units ratably in accordance with the same proportion as the respective amounts that would be payable on such Series SN Class E Partnership Preferred Units and any such other units Parity Partnership Units if all amounts payable thereon were paid in full. For the purposes of this Section 16.3 4, (i) a consolidation or merger of the Partnership or the Company with one or more entitiespartnerships, or (ii) a statutory share exchange by the Partnership or the Company and (iii) a sale or transfer of all or substantially all of the Partnership’s or the Company’s assets, 's assets shall not be deemed to be a liquidation, dissolution or winding up, voluntary or involuntary, of the Partnership or the CompanyPartnership. (b2) 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 SN Preferred Units upon Upon any liquidation, dissolution or winding up of the Company or the Partnership, after payment shall have been made in full to the Company, in its capacity as the holder holders of the Series SN Class E Partnership Preferred Units and any Parity Partnership Units, as provided in this SectionSection 4, any other series or class or classes of Junior Partnership Units shall, subject to any the respective terms and provisions applying theretothereof, be entitled to receive any and all assets remaining to be paid or distributed, and the Company, in its capacity as the holder holders of the Series SN Class E Partnership Preferred Units, Units shall not be entitled to share thereintherein on the same basis as the holders of Partnership Common Units (on a per unit basis).

Liquidation Preference. (ai) In the event of any liquidation, dissolution or winding up of the Partnership or the CompanyGeneral Partner, whether voluntary or involuntary, before any payment or distribution of the assets of the Partnership shall be made to or set apart for the holders of Junior Units, the Company, in its capacity as the holder holders of the Series SN D-16 Preferred Units, Units shall be entitled to receive One Thousand Dollars ($1,000.00) per Series SN Preferred Unit (the “Liquidation Preference”) Redemption Price plus an amount equal to all distributions (whether or not earned or declared) accrued and unpaid thereon to the date of final distribution to the Companysuch holders, in its capacity as such holder; but the Company, in its capacity as the holder holders of Series SN D-16 Preferred Units, Units shall not be entitled to any further payment. If, upon any such liquidation, dissolution or winding up of the Partnership or the CompanyGeneral Partner, the assets of the Partnership, or proceeds thereof, distributable to the Company, in its capacity as the holder holders of Series SN D-16 Preferred Units, Units shall be insufficient to pay in full the preferential amount aforesaid and liquidating payments on any other units of the Partnership ranking on a parity with the Series SN Preferred Units as to such distributionParity Units, then such assets, or the proceeds thereof, shall be distributed among the Company, in its capacity as holders of the holder of such Series SN D-16 Preferred Units, Units and the holders of any such other units Parity Units ratably in accordance with the respective amounts that would be payable on such Series SN D-16 Preferred Units and any such other units Parity Units if all amounts payable thereon were paid in full. For the purposes of this Section 16.3 2.C and 2.G, (i) a consolidation or merger of the Partnership or the Company General Partner with one or more entities, (ii) a statutory share exchange by the Partnership or the Company General Partner and (iii) a sale or transfer of all or substantially all of the Partnership’s or the CompanyGeneral Partner’s assets, shall not be deemed to be a liquidation, dissolution or winding up, voluntary or involuntary, of the Partnership or the CompanyGeneral Partner. (bii) 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 SN D-16 Preferred Units upon any liquidation, dissolution or winding up of the Company General Partner or the Partnership, after payment shall have been made in full to the Company, in its capacity as the holder holders of the Series SN D-16 Preferred Units, as provided in this Section, any series or class or classes of Junior Units shall, subject to any respective terms and provisions applying thereto, be entitled to receive any and all assets remaining to be paid or distributed, and the Company, in its capacity as the holder of the Series SN D-16 Preferred Units, Units shall not be entitled to share therein.

Liquidation Preference. (ai) In the event of any liquidation, dissolution or winding up of the Partnership Company or the CompanyCLNS, whether voluntary or involuntary, before any payment or distribution of the assets of the Partnership Company shall be made to or set apart for the holders of Company Junior Units, the CompanyCLNS, in its capacity as the holder of the Series SN E Company Preferred Units, shall be entitled to receive One Thousand Twenty-Five Dollars ($1,000.0025.00) per Series SN E Company Preferred Unit (the “Series E Liquidation Preference”) plus an amount equal to all distributions (whether or not earned or declared) accrued and unpaid thereon to the date of final distribution to the CompanyCLNS, in its capacity as such holder; but the CompanyCLNS, in its capacity as the holder of Series SN E Company Preferred Units, shall not be entitled to any further payment. If, upon any such liquidation, dissolution or winding up of the Partnership Company or the CompanyCLNS, the assets of the PartnershipCompany, or proceeds thereof, distributable to the CompanyCLNS, in its capacity as the holder of Series SN E Company Preferred Units, shall be insufficient to pay in full the preferential amount aforesaid and liquidating payments on any other units of the Partnership Company ranking on a parity with the Series SN E Company Preferred Units as to such distribution, then such assets, or the proceeds thereof, shall be distributed among the CompanyCLNS, in its capacity as the holder of such Series SN E Company Preferred Units, and the holders of any such other units ratably in accordance with the respective amounts that would be payable on such Series SN E Company Preferred Units and any such other units if all amounts payable thereon were paid in full. For the purposes of this Section 16.3 C, (ix) a consolidation or merger of the Partnership Company or the Company CLNS with one or more entities, (iiy) a statutory share exchange by the Partnership Company or the Company CLNS and (iiiz) a sale or transfer of all or substantially all of the PartnershipCompany’s or the CompanyCLNS’s assets, shall not be deemed to be a liquidation, dissolution or winding up, voluntary or involuntary, of the Partnership Company or the CompanyCLNS. (bii) Subject to the rights of the holders of Partnership Membership Units of any series or class or classes of shares ranking on a parity with or prior to the Series SN E Company Preferred Units upon any liquidation, dissolution or winding up of the Company CLNS or the PartnershipCompany, after payment shall have been made in full to the CompanyCLNS, in its capacity as the holder of the Series SN E Company Preferred Units, as provided in this SectionSection C, any series or class or classes of Company Junior Units shall, subject to any respective terms and provisions applying thereto, be entitled to receive any and all assets remaining to be paid or distributed, and the CompanyCLNS, in its capacity as the holder of the Series SN E Company Preferred Units, shall not be entitled to share therein.

Liquidation Preference. (ai) In the event of any liquidation, dissolution or winding up of the Partnership or the CompanyPartnership, whether voluntary or involuntary, before any payment or distribution of the assets of the Partnership shall be made to or set apart for the holders of Junior Units, the Company, in its capacity as the holder holders of the Series SN A Preferred Units, Partnership Units shall be entitled to receive One Thousand Dollars ($1,000.00) 25 per Series SN A Preferred Partnership Unit (the “Liquidation Preference”) plus an amount per Series A Preferred Partnership Unit equal to all distributions (whether or not earned or declared) accrued accumulated and unpaid thereon to to, but not including, the date of final distribution to the Company, in its capacity as such holderholders; but such holders of the Company, in its capacity as the holder of Series SN A Preferred Units, Partnership Units shall not be entitled to any further payment. If, upon any such liquidation, dissolution or winding up of the Partnership or the CompanyPartnership, the assets of the Partnership, or proceeds thereof, distributable to among the Company, in its capacity as holders of the holder of Series SN A Preferred Units, Partnership Units shall be insufficient to pay in full the preferential amount aforesaid and liquidating payments on any other units of the Partnership ranking on a parity with the Series SN Preferred Units as to such distributionParity Units, then such assets, or the proceeds thereof, shall be distributed among the Company, in its capacity as the holder holders of such Series SN A Preferred Units, Partnership Units and the holders of any such other units Parity Units ratably in accordance with the respective amounts that would be payable on such Series SN A Preferred Partnership Units and any such other units Parity Units if all amounts payable thereon were paid in full. For the purposes of this Section 16.3 D, none of (i) a consolidation or merger of the Partnership or the Company with one or more entities, (ii) a statutory share Partnership Unit exchange by the Partnership or the Company and (iii) a sale or transfer of all or substantially all of the Partnership’s or the Company’s assets, assets shall not be deemed to be a liquidation, dissolution or winding up, voluntary or involuntary, of the Partnership or the CompanyPartnership. (bii) 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 SN Preferred Units upon Upon any liquidation, dissolution or winding up of the Company or the Partnership, after payment shall have been made in full to the Company, in its capacity as the holder holders of the Series SN A Preferred Partnership Units, as provided in this SectionSection D, any series or class or classes of Junior Units shall, subject to any respective terms and provisions applying thereto, be entitled to receive any and all assets remaining to be paid or distributed, and the Company, in its capacity as the holder holders of the Series SN A Preferred Units, Partnership Units shall not be entitled to share thereinin any remaining assets of the Partnership.

Liquidation Preference. (a) In the event of any liquidation, dissolution or winding up of the Partnership or the Company, whether voluntary or involuntary, before any payment or distribution of the assets of the Partnership shall be made to or set apart for the holders of Junior Units, the Company, in its capacity as the holder of the Series SN B Preferred Units, shall be entitled to receive One Thousand Twenty-Five Dollars ($1,000.0025.00) per Series SN B Preferred Unit (the “Series B Liquidation Preference”) plus an amount equal to all distributions (whether or not earned or declared) accrued and unpaid thereon to the date of final distribution to the Company, in its capacity as such holder; but the Company, in its capacity as the holder of Series SN B Preferred Units, shall not be entitled to any further payment. If, upon any such liquidation, dissolution or winding up of the Partnership or the Company, the assets of the Partnership, or proceeds thereof, distributable to the Company, in its capacity as the holder of Series SN B Preferred Units, shall be insufficient to pay in full the preferential amount aforesaid and liquidating payments on any other units of the Partnership ranking on a parity with the Series SN Parity Preferred Units as to such distributionUnits, then such assets, or the proceeds thereof, shall be distributed among the Company, in its capacity as the holder of such Series SN B Preferred Units, and the holders of any such other units Parity Preferred Units ratably in accordance with the respective amounts that would be payable on such Series SN B Preferred Units and any such other units Parity Preferred Units if all amounts payable thereon were paid in full. For the purposes of this Section 16.3 17.3, (i) a consolidation or merger of the Partnership or the Company with one or more entities, (ii) a statutory share exchange by the Partnership or the Company and (iii) a sale or transfer of all or substantially all of the Partnership’s or the Company’s assets, shall not be deemed to be a liquidation, dissolution or winding up, voluntary or involuntary, of the Partnership or the Company. (b) Subject to the rights of the holders of Partnership Units of any series or class or classes of shares ranking on a parity with or prior to the Series SN B Preferred Units upon any liquidation, dissolution or winding up of the Company or the Partnership, after payment shall have been made in full to the Company, in its capacity as the holder of the Series SN B Preferred Units, as provided in this SectionSection 17.3, any series or class or classes of Junior Units shall, subject to any respective terms and provisions applying thereto, be entitled to receive any and all assets remaining to be paid or distributed, and the Company, in its capacity as the holder of the Series SN B Preferred Units, shall not be entitled to share therein.

Liquidation Preference. (a) In the event of any liquidation, dissolution or winding up of the Partnership or the Company, whether voluntary or involuntary, before any payment or distribution of the assets of the Partnership Company (whether capital or surplus) shall be made to or set apart for the holders of Junior Units, as to the distribution of assets on any liquidation, dissolution or winding up of the Company, in its capacity as the holder holders of the Series SN B Preferred Units, Units shall be entitled to receive One Thousand Twenty-Five Dollars ($1,000.0025.00) per Series SN B Preferred Unit (the “Liquidation Preference”) plus an amount equal to all distributions (whether or not earned or declared) accrued and unpaid thereon to the date of final distribution to the Company, in its capacity as such holderholders; but the Company, in its capacity as the holder of Series SN Preferred Units, such holders shall not be entitled to any further payment. If, upon any such liquidation, dissolution or winding up of the Partnership or the Company, the assets of the PartnershipCompany, or proceeds thereof, distributable to among the Company, in its capacity as holders of the holder of Series SN B Preferred Units, Units shall be insufficient to pay in full the preferential amount aforesaid and liquidating payments on any other units class or series of Parity Units, as to the distribution of assets on any liquidation, dissolution or winding up of the Partnership ranking on a parity with the Series SN Preferred Units as to such distributionCompany, then such assets, or the proceeds thereof, shall be distributed among the Company, in its capacity as the holder of such Series SN Preferred Units, and the holders of Series B Preferred Units and any such other units Parity Units ratably in accordance with the respective amounts that would be payable on such Series SN B Preferred Units and any such other units Parity Units if all amounts payable thereon were paid in full. For the purposes of this Section 16.3 4, (i) a consolidation or merger of the Partnership or the Company with one or more corporations, real estate investment trusts or other entities, (ii) a statutory share exchange by the Partnership or the Company and (iii) a sale sale, lease or transfer of all or substantially all of the Partnership’s Company's assets or the Company’s assets, (iii) a statutory share exchange shall not be deemed to be a liquidation, dissolution or winding up, voluntary or involuntary, of the Partnership or the Company. (b) Subject to the rights of the holders of Partnership Units of any series or class or classes of shares Membership Units ranking on a parity with or prior to the Series SN B Preferred Units upon liquidation, dissolution or winding up, upon any liquidation, dissolution or winding up of the Company or the PartnershipCompany, after payment shall have been made in full to the Company, in its capacity as the holder holders of the Series SN B Preferred Units, as provided in this SectionSection 4, any other series or class or classes of Junior Units shall, subject to any the respective terms and provisions (if any) applying thereto, be entitled to receive any and all assets remaining to be paid or distributed, and the Company, in its capacity as the holder holders of the Series SN B Preferred Units, Units shall not be entitled to share therein. (c) In determining whether a distribution (other than upon voluntary or involuntary liquidation), by dividend, redemption or other acquisition of Membership Units of the Company or otherwise, is permitted under the DGCL, amounts that would be needed, if the Company were to be dissolved at the time of 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. (ai) In the event of any liquidation, dissolution or winding up of the Partnership or the CompanyGeneral Partner, whether voluntary or involuntary, before any payment or distribution of the assets of the Partnership shall be made to or set apart for the holders of Junior Units, the CompanyGeneral Partner, in its capacity as the holder of the Series SN F Preferred Units, shall be entitled to receive One Thousand Twenty-Five Dollars ($1,000.0025.00) per Series SN F Preferred Unit (the “"Liquidation Preference”") plus an amount equal to all distributions (whether or not earned or declared) accrued and unpaid thereon to the date of final distribution to the CompanyGeneral Partner, in its capacity as such holder; but the CompanyGeneral Partner, in its capacity as the holder of Series SN F Preferred Units, shall not be entitled to any further payment. If, upon any such liquidation, dissolution or winding up of the Partnership or the CompanyGeneral Partner, the assets of the Partnership, or proceeds thereof, distributable to the CompanyGeneral Partner, in its capacity as the holder of Series SN F Preferred Units, shall be insufficient to pay in full the preferential amount aforesaid and liquidating payments on any other units of the Partnership ranking on a parity with the Series SN Preferred Units as to such distributionParity Units, then such assets, or the proceeds thereof, shall be distributed among the CompanyGeneral Partner, in its capacity as the holder of such Series SN F Preferred Units, and the holders of any such other units Parity Units ratably in accordance with the respective amounts that would be payable on such Series SN F Preferred Units and any such other units Parity Units if all amounts payable thereon were paid in full. For the purposes of this Section 16.3 C, (i) a consolidation or merger of the Partnership or the Company General Partner with one or more entities, (ii) a statutory share exchange by the Partnership or the Company General Partner and (iii) a sale or transfer of all or substantially all of the Partnership’s 's or the Company’s General Partner's assets, shall not be deemed to be a liquidation, dissolution or winding up, voluntary or involuntary, of the Partnership or the CompanyGeneral Partner. (bii) 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 SN F Preferred Units upon any liquidation, dissolution or winding up of the Company General Partner or the Partnership, after payment shall have been made in full to the CompanyGeneral Partner, in its capacity as the holder of the Series SN F Preferred Units, as provided in this Section, any series or class or classes of Junior Units shall, subject to any respective terms and provisions applying thereto, be entitled to receive any and all assets remaining to be paid or distributed, and the CompanyGeneral Partner, in its capacity as the holder of the Series SN F Preferred Units, shall not be entitled to share therein.

Liquidation Preference. (a) In the event of any liquidation, dissolution or winding up of the Partnership or the Company, whether voluntary or involuntary, before any payment or distribution of the assets of the Partnership Company shall be made to or set apart for the holders of Junior UnitsShares, the Company, in its capacity as the holder holders of the Series SN Preferred Units, 8% Convertible Preference Shares shall be entitled to receive One Thousand Dollars be paid, out of the assets of the Company available for distribution to its stockholders, in immediately available funds, $70.00 for each outstanding 8% Convertible Preference Share ($1,000.00including outstanding Additional Shares) per Series SN Preferred Unit (the “Liquidation Preference”) Preference ), plus an amount equal to all distributions ---------------------- dividends (whether or not earned or declaredauthorized) accrued accumulated and unpaid thereon to the date of final distribution to the Company, in its capacity as such holderholders; but the Company, in its capacity as the holder of Series SN Preferred Units, such holders shall not be entitled to any further payment. If, upon any such liquidation, dissolution or winding up of the Partnership or the Company, the assets of the PartnershipCompany, or proceeds thereof, distributable to among the Company, in its capacity as holders of the holder of Series SN Preferred Units, 8% Convertible Preference Shares shall be insufficient to pay in full the preferential Liquidation Preference, plus an amount aforesaid equal to all dividends (whether or not authorized) accumulated and unpaid thereon to the date of final distribution to such holders, and liquidating payments on any other units shares of the Partnership ranking on a parity with the Series SN Preferred Units as to such distributionany class or series of Parity Shares, then such assets, or the proceeds thereof, shall be distributed among the Company, in its capacity as the holder of such Series SN Preferred Units, and the holders of 8% Convertible Preference Shares and any such other units Parity Liquidation Shares ratably in accordance with the respective amounts that would be payable on such Series SN Preferred Units 8% Convertible Preference Shares and any such other units Parity Liquidation Shares if all amounts payable thereon were paid in full. The holders of 8% Convertible Preference Shares shall be entitled to notice in advance of any liquidation, dissolution or winding up of the Company as provided in subsection 5(e). For the purposes of this Section 16.3 4, (i) a consolidation consolidation, merger or merger scheme of the Partnership or arrangement of the Company with one or more entities, (ii) a statutory share exchange by the Partnership or the Company and (iii) a sale or transfer of all or substantially all of the Partnership’s or the Company’s Company s assets, or (iii) a statutory share exchange shall not be deemed to be a liquidation, dissolution or winding up, voluntary or involuntary, of the Partnership or the Company. (b) Subject to the rights of the holders of Partnership Units any Parity Liquidation Shares or any shares of any series or class or classes of shares stock ranking on a parity with or prior to the Series SN Preferred Units 8% Convertible Preference Shares upon any liquidation, dissolution or winding up of the Company or the PartnershipCompany, after payment shall have been made in full to the Company, in its capacity as the holder holders of the Series SN Preferred Units8% Convertible Preference Shares, as provided in this SectionSection 4, any other series or class or classes of Junior Units Shares shall, subject to any the respective terms and provisions (if any) applying thereto, be entitled to receive any and all assets remaining to be paid or distributed, and the Company, in its capacity as the holder holders of the Series SN Preferred Units, 8% Convertible Preference Shares shall not be entitled to share therein.

Liquidation Preference. (aA) In the event of Upon any voluntary or involuntary liquidation, dissolution or winding up of the Partnership or the Company, whether voluntary or involuntaryCorporation, before any distribution or payment or distribution of the assets of the Partnership shall be made to or set apart for the holders of any Junior UnitsStock, the Company, in its capacity as the holder holders of the Series SN N Preferred Units, Stock shall be entitled to receive One Thousand Dollars receive, out of the Corporation’s assets legally available for distribution its stockholders, after payment or provision for the Corporation’s debts and other liabilities, a liquidation preference equal to the greater of (i) $1,000.00) per Series SN Preferred Unit (the “Liquidation Preference”) 1.00 plus an amount equal to all accrued and unpaid dividends and distributions (thereon, whether or not earned or declared) accrued and unpaid thereon to , to, but not including, the date of final distribution such payment, and (ii) the Adjustment Number times the per share amount of all cash and other property to be distributed in respect of the Company, in its capacity as such holder; but the Company, in its capacity as the holder of Series SN Preferred Units, shall not be entitled to any further payment. If, Common Stock upon any such liquidation, dissolution or winding up of the Partnership Corporation (the “Series N Liquidation Preference”). If upon any liquidation, dissolution or the Company, the assets winding up of the PartnershipCorporation, its assets, or proceeds thereof, distributable to among the Company, in its capacity as the holder holders of Series SN N Preferred Units, Stock shall be insufficient to pay in full the above described preferential amount aforesaid and liquidating payments on any other units shares of the Partnership ranking on a parity with the Series SN Preferred Units as to such distributionany class or series of Parity Stock, then such assets, or the proceeds thereof, shall be distributed among the Company, in its capacity as the holder of such Series SN Preferred Units, and the holders of Series N Preferred Stock and any such other units Parity Stock ratably in accordance with the same proportion as the respective amounts that would be payable on such Series SN N Preferred Units Stock and any such other units Parity Stock if all amounts payable thereon were paid in full. For . (B) Neither the purposes of this Section 16.3 (i) a merger or consolidation or merger of the Partnership Corporation into or with another entity nor the Company merger or consolidation of any other entity into or with one or more entities, (ii) a statutory share exchange by the Partnership or the Company and (iii) a sale or transfer of all or substantially all of the Partnership’s or the Company’s assets, Corporation shall not be deemed to be a liquidation, dissolution or winding up, voluntary or involuntary, of the Partnership or the Company. (b) Subject to the rights of the holders of Partnership Units of any series or class or classes of shares ranking on a parity with or prior to the Series SN Preferred Units upon any liquidation, dissolution or winding up of the Company or Corporation within the Partnership, after payment shall have been made in full to the Company, in its capacity as the holder meaning of the Series SN Preferred Units, as provided in this Section, any series or class or classes of Junior Units shall, subject to any respective terms and provisions applying thereto, be entitled to receive any and all assets remaining to be paid or distributed, and the Company, in its capacity as the holder of the Series SN Preferred Units, shall not be entitled to share thereinSection 7.

Liquidation Preference. (ai) In the event of any liquidation, dissolution or winding up of the Partnership or the CompanyGeneral Partner, whether voluntary or involuntary, before any payment or distribution of the assets of the Partnership shall be made to or set apart for the holders of Junior Units, the Company, in its capacity as the holder holders of the Series SN G-1 Preferred Units, Units shall be entitled to receive One Thousand Dollars ($1,000.00) per Series SN Preferred Unit (the “Liquidation Preference”) Redemption Price plus an amount equal to all distributions (whether or not earned or declared) accrued and unpaid thereon to the date of final distribution to the Companysuch holders, in its capacity as such holder; but the Company, in its capacity as the holder holders of Series SN G-1 Preferred Units, Units shall not be entitled to any further payment. If, upon any such liquidation, dissolution or winding up of the Partnership or the CompanyGeneral Partner, the assets of the Partnership, or proceeds thereof, distributable to the Company, in its capacity as the holder holders of Series SN G-1 Preferred Units, Units shall be insufficient to pay in full the preferential amount aforesaid and liquidating payments on any other units of the Partnership ranking on a parity with the Series SN Preferred Units as to such distributionParity Units, then such assets, or the proceeds thereof, shall be distributed among the Company, in its capacity as holders of the holder of such Series SN G-1 Preferred Units, Units and the holders of any such other units Parity Units ratably in accordance with the respective amounts that would be payable on such Series SN G-1 Preferred Units and any such other units Parity Units if all amounts payable thereon were paid in full. For the purposes of this Section 16.3 2.C and 2.G, (i) a consolidation or merger of the Partnership or the Company General Partner with one or more entities, (ii) a statutory share exchange by the Partnership or the Company General Partner and (iii) a sale or transfer of all or substantially all of the Partnership’s or the CompanyGeneral Partner’s assets, shall not be deemed to be a liquidation, dissolution or winding up, voluntary or involuntary, of the Partnership or the CompanyGeneral Partner. (bii) 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 SN G-1 Preferred Units upon any liquidation, dissolution or winding up of the Company General Partner or the Partnership, after payment shall have been made in full to the Company, in its capacity as the holder holders of the Series SN G-1 Preferred Units, as provided in this Section, any series or class or classes of Junior Units shall, subject to any respective terms and provisions applying thereto, be entitled to receive any and all assets remaining to be paid or distributed, and the Company, in its capacity as the holder of the Series SN G-1 Preferred Units, Units shall not be entitled to share therein.

Liquidation Preference. (ai) In the event of any liquidation, dissolution or winding up of the Partnership or the CompanyGeneral Partner, whether voluntary or involuntary, before any payment or distribution of the assets of the Partnership shall be made to or set apart for the holders of Junior Units, the CompanyGeneral Partner, in its capacity as the holder of the Series SN B Preferred Units, shall be entitled to receive One Thousand Twenty-Five Dollars ($1,000.0025.00) per Series SN B Preferred Unit (the “Liquidation Preference”) plus an amount equal to all distributions (whether or not earned or declared) accrued and unpaid thereon to the date of final distribution to the CompanyGeneral Partner, in its capacity as such holder; but the CompanyGeneral Partner, in its capacity as the holder of Series SN B Preferred Units, shall not be entitled to any further payment. If, upon any such liquidation, dissolution or winding up of the Partnership or the CompanyGeneral Partner, the assets of the Partnership, or proceeds thereof, distributable to the CompanyGeneral Partner, in its capacity as the holder of Series SN B Preferred Units, shall be insufficient to pay in full the preferential amount aforesaid and liquidating payments on any other units of the Partnership ranking on a parity with the Series SN Preferred Units as to such distributionParity Units, then such assets, or the proceeds thereof, shall be distributed among the CompanyGeneral Partner, in its capacity as the holder of such Series SN B Preferred Units, and the holders of any such other units Parity Units ratably in accordance with the respective amounts that would be payable on such Series SN B Preferred Units and any such other units Parity Units if all amounts payable thereon were paid in full. For the purposes of this Section 16.3 C, (i) a consolidation or merger of the Partnership or the Company General Partner with one or more entities, (ii) a statutory share exchange by the Partnership or the Company General Partner and (iii) a sale or transfer of all or substantially all of the Partnership’s or the CompanyGeneral Partner’s assets, shall not be deemed to be a liquidation, dissolution or winding up, voluntary or involuntary, of the Partnership or the CompanyGeneral Partner. (bii) 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 SN B Preferred Units upon any liquidation, dissolution or winding up of the Company General Partner or the Partnership, after payment shall have been made in full to the CompanyGeneral Partner, in its capacity as the holder of the Series SN B Preferred Units, as provided in this Section, any series or class or classes of Junior Units shall, subject to any respective terms and provisions applying thereto, be entitled to receive any and all assets remaining to be paid or distributed, and the CompanyGeneral Partner, in its capacity as the holder of the Series SN B Preferred Units, shall not be entitled to share therein.

Liquidation Preference. (a) In the event of any liquidation, dissolution or winding up of the Partnership or the CompanyPartnership, whether voluntary or involuntary, before any payment or distribution of the assets of the Partnership shall be made to or set apart for the holders of Junior Units, the Company, in its capacity as the holder holders of the Series SN B Preferred Units, Partnership Units shall be entitled to receive One Thousand Dollars ($1,000.00) 100.00 per Series SN Preferred Unit (the “Liquidation Preference”) plus an amount per Unit equal to all distributions (whether or not earned or declared) accrued accumulated and unpaid thereon to to, but not including, the date of final distribution to the Company, in its capacity as such holderholders; but such holders of the Company, in its capacity as the holder of Series SN B Preferred Units, Partnership Units shall not be entitled to any further payment. If, upon any such liquidation, dissolution or winding up of the Partnership or the CompanyPartnership, the assets of the Partnership, or proceeds thereof, distributable to among the Company, in its capacity as holders of the holder of Series SN B Preferred Units, Partnership Units shall be insufficient to pay in full the preferential amount aforesaid and liquidating payments on any other units of the Partnership ranking on a parity with the Series SN Preferred Units as to such distributionParity Units, then such assets, or the proceeds thereof, shall be distributed among the Company, in its capacity as the holder holders of such Series SN B Preferred Units, Partnership Units and the holders of any such other units Parity Units ratably in accordance with the respective amounts that would be payable on such Series SN B Preferred Partnership Units and any such other units Parity Units if all amounts payable thereon were paid in full. For the purposes of this Section 16.3 4, none of (i) a consolidation or merger of the Partnership or the Company with one or more entities, (ii) a statutory share Unit exchange by the Partnership or the Company and (iii) a sale or transfer of all or substantially all of the Partnership’s or the Company’s assets, assets shall not be deemed to be a liquidation, dissolution or winding up, voluntary or involuntary, of the Partnership or the CompanyPartnership. (b) Until payment shall have been made in full to the holders of Series B Preferred Partnership Units, as provided in this Section 4, and to the holders of Parity Units, subject to any terms and provisions applying thereto, no payment will be made to any holder of Junior Units, upon the liquidation, dissolution or winding up of the Partnership. 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 SN Preferred Units Parity Units, upon any liquidation, dissolution or winding up of the Company or the Partnership, after payment shall have been made in full to the Company, in its capacity as the holder holders of the Series SN B Preferred Partnership Units, as provided in this SectionSection 4, any series or class or classes of Junior Units shallshall be entitled to receive, subject to any respective terms and provisions applying thereto, be entitled to receive any and all assets remaining to be paid or distributed, and the Company, in its capacity as the holder holders of the Series SN B Preferred Units, Partnership Units shall not be entitled to share therein.

Liquidation Preference. (ai) In the event of any liquidation, dissolution or winding up of the Partnership or the CompanyGeneral Partner, whether voluntary or involuntary, before any payment or distribution of the assets of the Partnership shall be made to or set apart for the holders of Junior Units, the CompanyGeneral Partner, in its capacity as the holder of the Series SN B Pass-Through Preferred Units, shall be entitled to receive One Thousand Twenty-Five Dollars ($1,000.0025.00) per Series SN B Pass-Through Preferred Unit (the “"Liquidation Preference”") plus an amount equal to all distributions (whether or not earned or declared) accrued and unpaid thereon to the date of final distribution to the CompanyGeneral Partner, in its capacity as such holder; but the CompanyGeneral Partner, in its capacity as the holder of Series SN B Pass-Through Preferred Units, shall not be entitled to any further payment. If, upon any such liquidation, dissolution or winding up of the Partnership or the CompanyGeneral Partner, the assets of the Partnership, or proceeds thereof, distributable to the CompanyGeneral Partner, in its capacity as the holder of Series SN B Pass-Through Preferred Units, shall be insufficient to pay in full the preferential amount aforesaid and liquidating payments on any other units of the Partnership ranking on a parity with the Series SN Preferred Units as to such distributionParity Units, then such assets, or the proceeds thereof, shall be distributed among the CompanyGeneral Partner, in its capacity as the holder of such Series SN B Pass-Through Preferred Units, and the holders of any such other units Parity Units ratably in accordance with the respective amounts that would be payable on such Series SN B Pass-Through Preferred Units and any such other units Parity Units if all amounts payable thereon were paid in full. For the purposes of this Section 16.3 C, (i) a consolidation or merger of the Partnership or the Company General Partner with one or more entities, (ii) a statutory share exchange by the Partnership or the Company General Partner and (iii) a sale or transfer of all or substantially all of the Partnership’s 's or the Company’s General Partner's assets, shall not be deemed to be a liquidation, dissolution or winding up, voluntary or involuntary, of the Partnership or the CompanyGeneral Partner. (bii) 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 SN B Pass-Through Preferred Units upon any liquidation, dissolution or winding up of the Company General Partner or the Partnership, after payment shall have been made in full to the CompanyGeneral Partner, in its capacity as the holder of the Series SN B Pass-Through Preferred Units, as provided in this Section, any series or class or classes of Junior Units shall, subject to any respective terms and provisions applying thereto, be entitled to receive any and all assets remaining to be paid or distributed, and the CompanyGeneral Partner, in its capacity as the holder of the Series SN B Pass-Through Preferred Units, shall not be entitled to share therein.

Liquidation Preference. (ai) In the event of any liquidation, dissolution or winding up of the Partnership or the CompanyGeneral Partner, whether voluntary or involuntary, before any payment or distribution of the assets of the Partnership shall be made to or set apart for the holders of Junior Units, the Company, in its capacity as the holder holders of the Series SN G-2 Preferred Units, Units shall be entitled to receive One Thousand Dollars ($1,000.00) the Series G-2 Preferred Unit Redemption Value per Series SN G-2 Preferred Unit (the “Liquidation Preference”) plus an amount equal to all distributions (whether or not earned or declared) accrued and unpaid thereon to the date of final distribution to the Companysuch holders, in its capacity as such holder; but the Company, in its capacity as the holder holders of Series SN G-2 Preferred Units, Units shall not be entitled to any further payment. If, upon any such liquidation, dissolution or winding up of the Partnership or the CompanyGeneral Partner, the assets of the Partnership, or proceeds thereof, distributable to the Company, in its capacity as the holder holders of Series SN G-2 Preferred Units, Units shall be insufficient to pay in full the preferential amount aforesaid and liquidating payments on any other units of the Partnership ranking on a parity with the Series SN Preferred Units as to such distributionParity Units, then such assets, or the proceeds thereof, shall be distributed among the Company, in its capacity as holders of the holder of such Series SN G-2 Preferred Units, Units and the holders of any such other units Parity Units ratably in accordance with the respective amounts that would be payable on such Series SN G-2 Preferred Units and any such other units Parity Units if all amounts payable thereon were paid in full. For the purposes of this Section 16.3 2.C and 2.G, (i) a consolidation or merger of the Partnership or the Company General Partner with one or more entities, (ii) a statutory share exchange by the Partnership or the Company General Partner and (iii) a sale or transfer of all or substantially all of the Partnership’s or the CompanyGeneral Partner’s assets, shall not be deemed to be a liquidation, dissolution or winding up, voluntary or involuntary, of the Partnership or the CompanyGeneral Partner. (bii) 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 SN G-2 Preferred Units upon any liquidation, dissolution or winding up of the Company General Partner or the Partnership, after payment shall have been made in full to the Company, in its capacity as the holder holders of the Series SN G-2 Preferred Units, as provided in this Section, any series or class or classes of Junior Units shall, subject to any respective terms and provisions applying thereto, be entitled to receive any and all assets remaining to be paid or distributed, and the Company, in its capacity as the holder of the Series SN G-2 Preferred Units, Units shall not be entitled to share therein.

Liquidation Preference. (ai) In the event of any liquidation, dissolution or winding up of the Partnership or the CompanyGeneral Partner, whether voluntary or involuntary, before any payment or distribution of the assets of the Partnership shall be made to or set apart for the holders of Junior Units, the Company, in its capacity as the holder holders of the Series SN G-4 Preferred Units, Units shall be entitled to receive One Thousand Dollars ($1,000.00) per Series SN Preferred Unit (the “Liquidation Preference”) Redemption Price plus an amount equal to all distributions (whether or not earned or declared) accrued and unpaid thereon to the date of final distribution to the Companysuch holders, in its capacity as such holder; but the Company, in its capacity as the holder holders of Series SN G-4 Preferred Units, Units shall not be entitled to any further payment. If, upon any such liquidation, dissolution or winding up of the Partnership or the CompanyGeneral Partner, the assets of the Partnership, or proceeds thereof, distributable to the Company, in its capacity as the holder holders of Series SN G-4 Preferred Units, Units shall be insufficient to pay in full the preferential amount aforesaid and liquidating payments on any other units of the Partnership ranking on a parity with the Series SN Preferred Units as to such distributionParity Units, then such assets, or the proceeds thereof, shall be distributed among the Company, in its capacity as holders of the holder of such Series SN G-4 Preferred Units, Units and the holders of any such other units Parity Units ratably in accordance with the respective amounts that would be payable on such Series SN G-4 Preferred Units and any such other units Parity Units if all amounts payable thereon were paid in full. For the purposes of this Section 16.3 2.C and 2.G, (i) a consolidation or merger of the Partnership or the Company General Partner with one or more entities, (ii) a statutory share exchange by the Partnership or the Company General Partner and (iii) a sale or transfer of all or substantially all of the Partnership’s or the CompanyGeneral Partner’s assets, shall not be deemed to be a liquidation, dissolution or winding up, voluntary or involuntary, of the Partnership or the CompanyGeneral Partner. (bii) 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 SN G-4 Preferred Units upon any liquidation, dissolution or winding up of the Company General Partner or the Partnership, after payment shall have been made in full to the Company, in its capacity as the holder holders of the Series SN G-4 Preferred Units, as provided in this Section, any series or class or classes of Junior Units shall, subject to any respective terms and provisions applying thereto, be entitled to receive any and all assets remaining to be paid or distributed, and the Company, in its capacity as the holder of the Series SN G-4 Preferred Units, Units shall not be entitled to share therein.

Liquidation Preference. (a) In the event of any voluntary or involuntary liquidation, dissolution or winding winding-up of the Partnership or the Company, whether voluntary or involuntaryPartnership, before any payment or distribution of the assets of the Partnership (whether capital or surplus) shall be made to or set apart for the holders of Junior UnitsCommon Units or any other partnership interests in the Partnership or Units ranking junior to the Series D Preferred Units as to the distribution of assets upon the liquidation, dissolution or winding-up of the Partnership, the Company, in its capacity as the holder holders of the Series SN D Preferred UnitsUnits shall, shall with respect to each such Unit, be entitled to receive One Thousand Dollars (receive, out of the assets of the Partnership available for distribution to Partners after payment or provision for payment of all debts and other liabilities of the Partnership and subject to the rights of the holders of any series of Preferred Units ranking senior to or on parity with the Series D Preferred Units with respect to payment of amounts upon liquidation, dissolution or winding-up of the Partnership, an amount equal to $1,000.00) per Series SN Preferred Unit (the “Liquidation Preference”) 50, plus an amount equal to all distributions (whether or not earned or declared) accrued and unpaid thereon to the date of final distribution to the Company, in its capacity as such holder; but the Company, in its capacity as the holder of Series SN Preferred Units, shall not be entitled to any further payment(including all accumulated and unpaid distributions). If, upon any such voluntary or involuntary liquidation, dissolution or winding winding-up of the Partnership or the CompanyPartnership, the assets of the Partnership, or proceeds thereof, distributable to among the Company, in its capacity as holders of the holder of Series SN D Preferred Units, shall be Units are insufficient to pay in full the preferential amount aforesaid on the Series D Preferred Units and liquidating payments on any other units Units or partnership interests in the Partnership of any class or series ranking, as to payment of distributions and amounts upon the liquidation, dissolution or winding-up of the Partnership ranking Partnership, on a parity with the Series SN D Preferred Units as to such distributionUnits, then such assets, or the proceeds thereof, shall be distributed among the Company, in its capacity as the holder of such Series SN Preferred Units, and the holders of Series D Preferred Units and any such other units Units or partnership interests in the Partnership ratably in accordance with the respective amounts that would be payable on such Series SN D Preferred Units and any such other units Units or partnership interests in the Partnership if all amounts payable thereon were paid in full. For the purposes of this Section 16.3 6, none of (i) a consolidation or merger of the Partnership with or the Company with one or more entitiesinto another entity, (ii) a statutory share exchange by merger of another entity with or into the Partnership or the Company and (iii) a sale sale, lease or transfer conveyance of all or substantially all of the Partnership’s or the Company’s assets, properties or business shall not be deemed to be a liquidation, dissolution or winding up, voluntary or involuntary, winding-up of the Partnership or the CompanyPartnership. (b) Subject to the rights Written notice 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 SN Preferred Units upon any such liquidation, dissolution or winding winding-up of the Company or 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 by first class mail, postage pre-paid, not less than 30 nor more than 60 days prior to the Companypayment date stated therein, in its capacity as the to each record holder of the Series SN D Preferred Units, Units at the respective addresses of such holders as the same shall appear on the transfer records of the Partnership. (c) After payment of the full amount of liquidating distributions to which they are entitled as provided in Section 6(a) of this SectionSchedule A, any series the holders of Series D Preferred Units shall have no right or class or classes of Junior Units shall, subject claim to any respective terms and provisions applying thereto, be entitled to receive any and all assets remaining to be paid or distributed, and the Company, in its capacity as the holder of the Series SN Preferred Units, shall not be entitled to share thereinremaining assets of the Partnership.

Liquidation Preference. (a) In the event of any liquidation, dissolution or winding up of the Partnership or the CompanyPartnership, whether voluntary or involuntary, before any payment or distribution of the assets of the Partnership (whether capital, surplus or otherwise) shall be made to or set apart for the holders of Junior Partnership Units, the Company, in its capacity as the holder holders of the Series SN Class Z Partnership Preferred Units, Units shall be entitled to receive One Thousand Twenty-Five Dollars ($1,000.0025.00) per Series SN Class Z Partnership Preferred Unit (the “Liquidation Preference”) ), plus an amount per Class Z Partnership Preferred Unit equal to all distributions dividends (whether or not earned declared or declaredearned) accumulated, accrued and unpaid thereon on one share of Class Z Preferred Stock to the date of final distribution to the Company, in its capacity as such holderholders; but the Company, in its capacity as the holder of Series SN Preferred Units, such holders shall not be entitled to any further payment. IfUntil the holders of the Class Z Partnership Preferred Units have been paid the Liquidation Preference in full, plus an amount equal to all dividends (whether or not declared or earned) accumulated, accrued and unpaid on the Class Z Preferred Stock to the date of final distribution to such holders, no payment shall be made to any holder of Junior Partnership Units upon any such the liquidation, dissolution or winding up of the Partnership Partnership. If, upon any liquidation, dissolution or winding up of the CompanyPartnership, the assets of the Partnership, or proceeds thereof, distributable to among the Company, in its capacity as the holder holders of Series SN Class Z Partnership Preferred Units, Units shall be insufficient to pay in full the preferential amount aforesaid and liquidating payments on any other units of the Parity Partnership ranking on a parity with the Series SN Preferred Units as to such distributionUnits, then such assets, or the proceeds thereof, shall be distributed among the Company, in its capacity as the holder of such Series SN Preferred Units, and the holders of Class Z Partnership Preferred Units and any such other units Parity Partnership Units ratably in accordance with the same proportion as the respective amounts that would be payable on such Series SN Class Z Partnership Preferred Units and any such other units Parity Partnership Units if all amounts payable thereon were paid in full. For the purposes of this Section 16.3 4, (i) a consolidation or merger of the Partnership or the Company with one or more entitiespartnerships, or (ii) a statutory share exchange by the Partnership or the Company and (iii) a sale or transfer of all or substantially all of the Partnership’s or the Company’s assets, assets shall not be deemed to be a liquidation, dissolution or winding up, voluntary or involuntary, of the Partnership or the CompanyPartnership. (b) Subject to the rights of the holders of Partnership Units of any series or class or classes of shares ranking on a parity with or prior to the Series SN Preferred Units upon Upon any liquidation, dissolution or winding up of the Company or the Partnership, after payment shall have been made in full to the Company, in its capacity as the holder holders of the Series SN Class Z Partnership Preferred Units and any Parity Partnership Units, as provided in this SectionSection 4, any other series or class or classes of Junior Partnership Units shall, subject to any the respective terms and provisions applying theretothereof, be entitled to receive any and all assets remaining to be paid or distributed, and the Company, in its capacity as the holder holders of the Series SN Class Z Partnership Preferred Units, Units and any Parity Partnership Units shall not be entitled to share therein.

Liquidation Preference. (a) In the event of any liquidation, dissolution or winding up of the Partnership or the Company, whether voluntary or involuntary, before any payment or distribution of the assets of the Partnership shall be made to or set apart for the holders of Junior Units, the Company, in its capacity as the holder of the Series SN C Preferred Units, shall be entitled to receive One Thousand Twenty-Five Dollars ($1,000.0025.00) per Series SN C Preferred Unit (the “Series C Liquidation Preference”) plus an amount equal to all distributions (whether or not earned or declared) accrued and unpaid thereon to the date of final distribution to the Company, in its capacity as such holder; but the Company, in its capacity as the holder of Series SN C Preferred Units, shall not be entitled to any further payment. If, upon any such liquidation, dissolution or winding up of the Partnership or the Company, the assets of the Partnership, or proceeds thereof, distributable to the Company, in its capacity as the holder of Series SN C Preferred Units, shall be insufficient to pay in full the preferential amount aforesaid and liquidating payments on any other units of the Partnership ranking on a parity with the Series SN C Preferred Units as to such distribution, then such assets, or the proceeds thereof, shall be distributed among the Company, in its capacity as the holder of such Series SN 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 SN C Preferred Units and any such other units if all amounts payable thereon were paid in full. For the purposes of this Section 16.3 18.3, (i) a consolidation or merger of the Partnership or the Company with one or more entities, (ii) a statutory share exchange by the Partnership or the Company and (iii) a sale or transfer of all or substantially all of the Partnership’s or the Company’s assets, shall not be deemed to be a liquidation, dissolution or winding up, voluntary or involuntary, of the Partnership or the Company. (b) Subject to the rights of the holders of Partnership Units of any series or class or classes of shares ranking on a parity with or prior to the Series SN C Preferred Units upon any liquidation, dissolution or winding up of the Company or the Partnership, after payment shall have been made in full to the Company, in its capacity as the holder of the Series SN C Preferred Units, as provided in this SectionSection 18.3, any series or class or classes of Junior Units shall, subject to any respective terms and provisions applying thereto, be entitled to receive any and all assets remaining to be paid or distributed, and the Company, in its capacity as the holder of the Series SN C Preferred Units, shall not be entitled to share therein.

Liquidation Preference. (ai) In the event of any liquidation, dissolution or winding up of the Partnership Company or the CompanyCLNS, whether voluntary or involuntary, before any payment or distribution of the assets of the Partnership Company shall be made to or set apart for the holders of Company Junior Units, the CompanyCLNS, in its capacity as the holder of the Series SN D Company Preferred Units, shall be entitled to receive One Thousand Twenty-Five Dollars ($1,000.0025.00) per Series SN D Company Preferred Unit (the “Series D Liquidation Preference”) plus an amount equal to all distributions (whether or not earned or declared) accrued and unpaid thereon to the date of final distribution to the CompanyCLNS, in its capacity as such holder; but the CompanyCLNS, in its capacity as the holder of Series SN D Company Preferred Units, shall not be entitled to any further payment. If, upon any such liquidation, dissolution or winding up of the Partnership Company or the CompanyCLNS, the assets of the PartnershipCompany, or proceeds thereof, distributable to the CompanyCLNS, in its capacity as the holder of Series SN D Company Preferred Units, shall be insufficient to pay in full the preferential amount aforesaid and liquidating payments on any other units of the Partnership Company ranking on a parity with the Series SN D Company Preferred Units as to such distribution, then such assets, or the proceeds thereof, shall be distributed among the CompanyCLNS, in its capacity as the holder of such Series SN D Company Preferred Units, and the holders of any such other units ratably in accordance with the respective amounts that would be payable on such Series SN D Company Preferred Units and any such other units if all amounts payable thereon were paid in full. For the purposes of this Section 16.3 C, (ix) a consolidation or merger of the Partnership Company or the Company CLNS with one or more entities, (iiy) a statutory share exchange by the Partnership Company or the Company CLNS and (iiiz) a sale or transfer of all or substantially all of the PartnershipCompany’s or the CompanyCLNS’s assets, shall not be deemed to be a liquidation, dissolution or winding up, voluntary or involuntary, of the Partnership Company or the CompanyCLNS. (bii) Subject to the rights of the holders of Partnership Membership Units of any series or class or classes of shares ranking on a parity with or prior to the Series SN D Company Preferred Units upon any liquidation, dissolution or winding up of the Company CLNS or the PartnershipCompany, after payment shall have been made in full to the CompanyCLNS, in its capacity as the holder of the Series SN D Company Preferred Units, as provided in this SectionSection C, any series or class or classes of Company Junior Units shall, subject to any respective terms and provisions applying thereto, be entitled to receive any and all assets remaining to be paid or distributed, and the CompanyCLNS, in its capacity as the holder of the Series SN D Company Preferred Units, shall not be entitled to share therein.

Liquidation Preference. (ai) In the event of any liquidation, dissolution or winding up of the Partnership or the CompanyGeneral Partner, whether voluntary or involuntary, before any payment or distribution of the assets of the Partnership shall be made to or set apart for the holders of Junior Units, the CompanyGeneral Partner, in its capacity as the holder of the Series SN G Preferred Units, shall be entitled to receive One Thousand Twenty-Five Dollars ($1,000.0025.00) per Series SN G Preferred Unit (the “Liquidation Preference”) plus an amount equal to all distributions (whether or not earned or declared) accrued and unpaid thereon to the date of final distribution to the CompanyGeneral Partner, in its capacity as such holder; but the CompanyGeneral Partner, in its capacity as the holder of Series SN G Preferred Units, shall not be entitled to any further payment. If, upon any such liquidation, dissolution or winding up of the Partnership or the CompanyGeneral Partner, the assets of the Partnership, or proceeds thereof, distributable to the CompanyGeneral Partner, in its capacity as the holder of Series SN G Preferred Units, shall be insufficient to pay in full the preferential amount aforesaid and liquidating payments on any other units of the Partnership ranking on a parity with the Series SN Preferred Units as to such distributionParity Units, then such assets, or the proceeds thereof, shall be distributed among the CompanyGeneral Partner, in its capacity as the holder of such Series SN G Preferred Units, and the holders of any such other units Parity Units ratably in accordance with the respective amounts that would be payable on such Series SN G Preferred Units and any such other units Parity Units if all amounts payable thereon were paid in full. For the purposes of this Section 16.3 C, (i) a consolidation or merger of the Partnership or the Company General Partner with one or more entities, (ii) a statutory share exchange by the Partnership or the Company General Partner and (iii) a sale or transfer of all or substantially all of the Partnership’s or the CompanyGeneral Partner’s assets, shall not be deemed to be a liquidation, dissolution or winding up, voluntary or involuntary, of the Partnership or the CompanyGeneral Partner. (bii) 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 SN G Preferred Units upon any liquidation, dissolution or winding up of the Company General Partner or the Partnership, after payment shall have been made in full to the CompanyGeneral Partner, in its capacity as the holder of the Series SN G Preferred Units, as provided in this Section, any series or class or classes of Junior Units shall, subject to any respective terms and provisions applying thereto, be entitled to receive any and all assets remaining to be paid or distributed, and the CompanyGeneral Partner, in its capacity as the holder of the Series SN G Preferred Units, shall not be entitled to share therein.

Liquidation Preference. (ai) In the event of any liquidation, dissolution or winding up of the Partnership or the Company, whether voluntary or involuntary, before any payment or distribution of the assets of the Partnership Company shall be made to or set apart for the holders of Junior Units, the Company, in its capacity as the holder holders of the Series SN G Company Preferred Units, Units shall be entitled to receive One Thousand Dollars ($1,000.00) 25.00 per Series SN G Company Preferred Unit (the “Liquidation Preference”) plus an amount per Series G Company Preferred Unit equal to all accrued and unpaid distributions (whether or not earned or declared) accrued and unpaid thereon to to, but not including, the date of final distribution to the Company, in its capacity as such holderholders; but such holders of the Company, in its capacity as the holder of Series SN G Company Preferred Units, Units shall not be entitled to any further payment. If, upon any such liquidation, dissolution or winding up of the Partnership or the Company, the assets of the PartnershipCompany, or proceeds thereof, distributable to among the Company, in its capacity as holders of the holder of Series SN G Company Preferred Units, Units shall be insufficient to pay in full the preferential amount aforesaid and liquidating payments on any other units of the Partnership ranking on a parity with the Series SN Preferred Units as to such distributionParity Units, then such assets, or the proceeds thereof, shall be distributed among the Company, in its capacity as the holder holders of such Series SN G Company Preferred Units, Units and the holders of any such other units Parity Units ratably in accordance with the respective amounts that would be payable on such Series SN G Company Preferred Units and any such other units Parity Units if all amounts payable thereon were paid in full. For the purposes of this Section 16.3 D, none of (i) a consolidation or merger of the Partnership or the Company with one or more entities, (ii) a statutory share unit exchange by the Partnership Company, or the Company and (iii) a sale or transfer of all or substantially all of the Partnership’s or the Company’s assets, assets shall not be deemed to be a liquidation, dissolution or winding up, voluntary or involuntary, of the Partnership or the Company. (bii) Until payment shall have been made in full to the holders of the Series G Company Preferred Units, as provided in this Section D, and to the holders of Parity Units, subject to any terms and provisions applying thereto, no payment will be made to any holder of Junior Units upon the liquidation, dissolution or winding up of the Company. Subject to the rights of the holders of Partnership Units of any series or class or classes of shares ranking on a parity with or prior to the Series SN Preferred Units Parity Units, upon any liquidation, dissolution or winding up of the Company or the PartnershipCompany, after payment shall have been made in full to the Company, in its capacity as the holder holders of the Series SN G Company Preferred Units, as provided in this SectionSection D, any series or class or classes of Junior Units shall, subject to any respective terms and provisions applying thereto, be entitled to receive any and all assets remaining to be paid or distributed, and the Company, in its capacity as the holder holders of the Series SN G Company Preferred Units, Units shall not be entitled to share therein.

Liquidation Preference. (a) In the event of Upon any liquidation, dissolution or winding up Liquidation Event of the Partnership or the Company, whether voluntary or involuntaryPartnership, before any payment or distribution of the assets of the Partnership shall be made to or set apart for the holders of Junior Units, the Company, in its capacity as the holder holders of the Series SN B Participating Preferred Units, Partnership Units shall be entitled to receive One Thousand Dollars the sum of ($1,000.00i) the Initial Liquidation Preference, (ii) the FVA Amount (if the FVA Amount for the relevant period is a positive number), and (iii) an amount per Series SN B Participating Preferred Partnership Unit (the “Liquidation Preference”) plus an amount equal to all distributions (whether or not earned authorized or declared) accrued and unpaid thereon to to, but excluding, the date of final distribution to such holders (the Company“Final Liquidation Preference”), in its capacity as but such holder; but holders of the Company, in its capacity as the holder of Series SN B Participating Preferred Units, Partnership Units shall not be entitled to any further payment. . (b) If, upon any such liquidation, dissolution or winding up Liquidation Event of the Partnership or the CompanyPartnership, the assets of the Partnership, or proceeds thereof, distributable to among the Company, in its capacity as holders of the holder of Series SN B Participating Preferred Units, Partnership Units shall be insufficient to pay in full the preferential amount aforesaid and liquidating payments on any other units of the Partnership ranking on a parity with the Series SN Preferred Units as to such distributionParity Units, then such assets, or the proceeds thereof, shall be distributed among the Company, in its capacity as the holder of such Series SN Preferred Units, and the holders of the Series B Participating Preferred Partnership Units and any such other units Parity Units ratably in accordance with the respective amounts that would be payable on such the Series SN B Participating Preferred Partnership Units and any such other units Parity Units if all amounts payable thereon were paid in full. For the purposes of this Section 16.3 (6), none of (i) a consolidation or merger of the Partnership or the Company with one or more other entities, (ii) a statutory share exchange by the Partnership or the Company and (iii) a sale voluntary sale, transfer or transfer conveyance of all or substantially all of the Partnership’s or the Company’s assets, properties or business shall not be deemed to be a liquidation, dissolution or winding up, voluntary or involuntary, Liquidation Event of the Partnership or the CompanyPartnership. (bc) 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 SN Preferred Units Parity Units, upon any liquidation, dissolution or winding up Liquidation Event of the Company or the Partnership, after payment shall have been made in full to the Company, in its capacity as the holder holders of the Series SN B Participating Preferred Partnership Units, as provided in this SectionSection (6), any series or class or classes of Junior Units shall, subject to any respective terms and provisions applying thereto, be entitled to receive any and all assets remaining to be paid or distributed, and the Company, in its capacity as the holder holders of the Series SN B Participating Preferred Units, Partnership Units shall not be entitled to share therein.

Liquidation Preference. (a) In the event of any liquidation, dissolution or winding up of the Partnership or the CompanyPartnership, whether voluntary or involuntary, subject to the prior preferences and other rights of any series of Partnership Interest ranking senior to the Series B Preferred Units upon liquidation, distribution or winding up of the Partnership, before any payment or distribution of the assets of the Partnership (whether capital or surplus) shall be made to or set apart for the holders Holders of Series B Junior Units, the Company, in its capacity as the holder holders of the Series SN B Preferred Units, Units shall be entitled to receive One Thousand Twenty-Five Dollars ($1,000.0025.00) per Series SN Preferred Unit (the “Series B Liquidation Preference”) per Series B Preferred Unit plus an amount equal to all distributions (whether or not earned or declared) accrued and unpaid thereon to the date of final distribution to the Company, in its capacity as such holderHolders; but the Company, in its capacity as the holder of Series SN Preferred Units, such Holders shall not be entitled to any further payment. If, upon any such liquidation, dissolution or winding up of the Partnership or the CompanyPartnership, the assets of the Partnership, or proceeds thereof, distributable to among the Company, in its capacity as Holders of the holder of Series SN B Preferred Units, Units shall be insufficient to pay in full the preferential amount aforesaid and liquidating payments on any other units Units of the Partnership ranking on a parity with the any class or series of Series SN Preferred Units as to such distributionB Parity Units, then such assets, or the proceeds thereof, shall be distributed among the Company, in its capacity as the holder Holders of such Series SN B Preferred Units, Units and the holders of any such other units Series B Parity Units ratably in accordance with the respective amounts that would be payable on such Series SN B Preferred Units and any such other units Series B Parity Units if all amounts payable thereon were paid in full. For the purposes of this Section 16.3 5, (i) a consolidation or merger of the Partnership or the Company with one or more partnerships, corporations, real estate investment trusts or other entities, (ii) a statutory share exchange by the Partnership sale, lease or the Company and (iii) a sale or transfer conveyance of all or substantially all of the Partnership’s property or the Company’s assets, business or (iii) a statutory share exchange shall not be deemed to be a liquidation, dissolution or winding up, voluntary or involuntary, of the Partnership or the CompanyPartnership. (b) Subject to the rights of the holders of Partnership Units shares of any series or class or classes of shares Partnership Interest ranking on a parity with or prior to the Series SN B Preferred Units upon liquidation, dissolution or winding up, upon any liquidation, dissolution or winding up of the Company or the Partnership, after payment shall have been made in full to the Company, in its capacity as the holder holders of the Series SN B Preferred Units, as provided in this SectionSection 5, the Holders of Series B Preferred Units shall have no other claim to the remaining assets of the Partnership and any other series or class or classes of Series B Junior Units shall, subject to any the respective terms and provisions (if any) applying thereto, be entitled to receive any and all assets remaining to be paid or distributed, and the Company, in its capacity as the holder holders of the Series SN B Preferred Units, Units shall not be entitled to share therein.

Liquidation Preference. (ai) In the event of any liquidation, dissolution or winding up of the Partnership or the CompanyGeneral Partner, whether voluntary or involuntary, before any payment or distribution of the assets of the Partnership shall be made to or set apart for the holders of Junior Units, the Company, in its capacity as the holder holders of the Series SN E-1 Preferred Units, Units shall be entitled to receive One Thousand Fifty Dollars ($1,000.0050.00) per Series SN E-1 Preferred Unit (the “"Liquidation Preference”") plus an amount equal to all distributions (whether or not earned or declared) accrued and unpaid thereon to the date of final distribution to the Company, in its capacity as holders of such holderunits; but the Company, in its capacity as holders of the holder of Series SN E-1 Preferred Units, Units shall not be entitled to any further payment. If, upon any such liquidation, dissolution or winding up of the Partnership or the CompanyGeneral Partner, the assets of the Partnership, or proceeds thereof, distributable to the Company, in its capacity as holders of the holder of Series SN E-1 Preferred Units, Units shall be insufficient to pay in full the preferential amount aforesaid and liquidating payments on any other units of the Partnership ranking on a parity with the Series SN Preferred Units as to such distributionParity Units, then such assets, or the proceeds thereof, shall be distributed among the Company, in its capacity as holders of the holder of such Series SN E-1 Preferred Units, Units and the holders of any such other units Parity Units ratably in accordance with the respective amounts that would be payable on such Series SN E-1 Preferred Units and any such other units Parity Units if all amounts payable thereon were paid in full. For the purposes of this Section 16.3 Paragraph 2.C, (i) a consolidation or merger of the Partnership or the Company General Partner with one or more entities, (ii) a statutory share exchange by the Partnership or the Company General Partner and (iii) a sale or transfer of all or substantially all of the Partnership’s 's or the Company’s General Partner's assets, shall not be deemed to be a liquidation, dissolution or winding up, voluntary or involuntary, of the Partnership or the CompanyGeneral Partner. (bii) 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 SN E-1 Preferred Units upon any liquidation, dissolution or winding up of the Company General Partner or the Partnership, after payment shall have been made in full to the Company, in its capacity as the holder holders of the Series SN E-1 Preferred Units, Units as provided in this SectionParagraph, any series or class or classes of Junior Units shall, subject to any respective terms and provisions applying thereto, be entitled to receive any and all assets remaining to be paid or distributed, and the Company, in its capacity as the holder holders of the Series SN E-1 Preferred Units, Units shall not be entitled to share therein.

Liquidation Preference. (a) Payment to Holders of Series C Preferred Units. In the event of any liquidation, dissolution or winding up of the Partnership or the Company, whether voluntary or involuntary, and subject to the right to payment of holders of Preferred Units ranking senior to or on parity with the Series C Preferred Units, before any payment or distribution of the assets of the Partnership Company shall be made to or set apart for the holders of Series C Junior Units, the Company, in its capacity as the each holder of the Series SN C Preferred Units, Units shall be entitled to receive One Thousand Dollars ($1,000.00) per Series SN Preferred Unit (the “Liquidation Preference”) plus an amount equal to all distributions (whether or not earned or declared) accrued and unpaid thereon to the date of final distribution to the Company, in its capacity as such holder; but the Company, 's Capital Account in respect of its capacity as the holder of Series SN C Preferred Units, but the holders of Series C Preferred Units shall not be entitled to any further paymentpayment in respect of their Series C Preferred Units. If, upon any such liquidation, dissolution or winding up of the Partnership or the Company, the assets of the PartnershipCompany, or proceeds thereof, distributable to the Company, in its capacity as the holder holders of Series SN C Preferred Units, Units shall be insufficient to pay in full the preferential amount aforesaid and liquidating payments on any other units of the Partnership ranking on a parity with the Series SN Preferred Units as to such distributionC Parity Units, then such assets, or the proceeds thereof, shall be distributed among the Company, in its capacity as holders of the holder of such Series SN C Preferred Units, Units and the holders of any such other units Series C Parity Units ratably in accordance with the respective amounts that would be payable on such Series SN C Preferred Units and any such other units Series C Parity Units if all amounts payable thereon were paid in full. For the purposes of this Section 16.3 (i) 5, none of a consolidation or merger of the Partnership or the Company with one or more ▇▇▇▇ ▇▇▇ ▇▇ ▇▇▇e entities, (ii) a merger of an entity with or into the Company, a statutory share exchange by the Partnership Company or the Company and (iii) a sale sale, lease or transfer conveyance of all or substantially all of the Partnership’s or the Company’s assets, 's assets shall not be deemed to be a liquidation, dissolution or winding up, voluntary or involuntary, of the Partnership or the Company. (b) Subject to the rights of the holders of Partnership Units of any series or class or classes of shares ranking on a parity with or prior to the Series SN Preferred Units upon any liquidation, dissolution or winding up of the Company or the Partnership, after payment shall have been made in full to the Company, in its capacity as the holder of the Series SN Preferred Units, as provided in this Section, any series or class or classes of Junior Units shall, subject to any respective terms and provisions applying thereto, be entitled to receive any and all assets remaining to be paid or distributed, and the Company, in its capacity as the holder of the Series SN Preferred Units, shall not be entitled to share therein.

Liquidation Preference. (ai) In the event of any liquidation, dissolution or winding up of the Partnership or the CompanyGeneral Partner, whether voluntary or involuntary, before any payment or distribution of the assets of the Partnership shall be made to or set apart for the holders of Junior Units, the Company, in its capacity as the holder holders of the Series SN G-3 Preferred Units, Units shall be entitled to receive One Thousand Dollars ($1,000.00) the Series G-3 Preferred Unit Redemption Value per Series SN G-3 Preferred Unit (the “Liquidation Preference”) plus an amount equal to all distributions (whether or not earned or declared) accrued and unpaid thereon to the date of final distribution to the Companysuch holders, in its capacity as such holder; but the Company, in its capacity as the holder holders of Series SN G-3 Preferred Units, Units shall not be entitled to any further payment. If, upon any such liquidation, dissolution or winding up of the Partnership or the CompanyGeneral Partner, the assets of the Partnership, or proceeds thereof, distributable to the Company, in its capacity as the holder holders of Series SN G-3 Preferred Units, Units shall be insufficient to pay in full the preferential amount aforesaid and liquidating payments on any other units of the Partnership ranking on a parity with the Series SN Preferred Units as to such distributionParity Units, then such assets, or the proceeds thereof, shall be distributed among the Company, in its capacity as holders of the holder of such Series SN G-3 Preferred Units, Units and the holders of any such other units Parity Units ratably in accordance with the respective amounts that would be payable on such Series SN G-3 Preferred Units and any such other units Parity Units if all amounts payable thereon were paid in full. For the purposes of this Section 16.3 2.C and 2.G, (i) a consolidation or merger of the Partnership or the Company General Partner with one or more entities, (ii) a statutory share exchange by the Partnership or the Company General Partner and (iii) a sale or transfer of all or substantially all of the Partnership’s or the CompanyGeneral Partner’s assets, shall not be deemed to be a liquidation, dissolution or winding up, voluntary or involuntary, of the Partnership or the CompanyGeneral Partner. (bii) 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 SN G-3 Preferred Units upon any liquidation, dissolution or winding up of the Company General Partner or the Partnership, after payment shall have been made in full to the Company, in its capacity as the holder holders of the Series SN G-3 Preferred Units, as provided in this Section, any series or class or classes of Junior Units shall, subject to any respective terms and provisions applying thereto, be entitled to receive any and all assets remaining to be paid or distributed, and the Company, in its capacity as the holder of the Series SN G-3 Preferred Units, Units shall not be entitled to share therein.

Liquidation Preference. (aA) In the event of any liquidation, dissolution or winding up of the Partnership or the CompanyPartnership, whether voluntary or involuntary, before any payment or distribution of the assets of the Partnership shall be made to or set apart for the holders of Junior Units, the CompanyGeneral Partner, in its capacity as the holder of the Series SN C Preferred Units, shall be entitled to receive One Thousand Twenty-Five Dollars ($1,000.0025.00) (the "Series C Liquidation Preference") per Series SN C Preferred Unit (the “Liquidation Preference”) plus an amount equal to all distributions (whether or not earned or declared) accrued and unpaid thereon to the date of final distribution to the CompanyGeneral Partner, in its capacity as such holder; but the CompanyGeneral Partner, in its capacity as the holder of Series SN C Preferred Units, Units shall not be entitled to any further paymentpayment with respect to such Series C Preferred Units. If, upon any such liquidation, dissolution or winding up of the Partnership or the CompanyPartnership, the assets of the Partnership, or proceeds thereof, distributable to the CompanyGeneral Partner, in its capacity as the holder of Series SN C Preferred Units, shall be insufficient to pay in full the preferential amount aforesaid and liquidating payments on any other units class or series of the Partnership ranking on a parity with the Series SN Preferred Units as to such distributionParity Units, then such assets, or the proceeds thereof, shall be distributed among the CompanyGeneral Partner, in its capacity as the holder of such Series SN C Preferred Units, and the holders of any such other units Parity Units ratably in accordance with the respective amounts that would be payable on such Series SN C Preferred Units and any such other units Parity Units if all amounts payable thereon were paid in full. For the purposes of this Section 16.3 3, (ix) a consolidation or merger of the Partnership or the Company General Partner with one or more entitiespartnerships, limited liability companies, corporations, real estate investment trusts or other entities and (iiy) a statutory share exchange by the Partnership sale, lease or the Company and (iii) a sale or transfer conveyance of all or substantially all of the Partnership’s 's property or the Company’s assets, business shall not be deemed to be a liquidation, dissolution or winding up, voluntary or involuntary, of the Partnership or the CompanyPartnership. (bB) 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 SN C Preferred Units upon any liquidation, dissolution or winding up of the Company or the Partnership, after payment shall have been made in full to the CompanyGeneral Partner, in its capacity as the holder of the Series SN C Preferred Units, as provided in this SectionSection 3, any other series or class or classes of Junior Units shall, subject to any respective terms and provisions applying thereto, be entitled to receive any and all assets remaining to be paid or distributed, and the CompanyGeneral Partner, in its capacity as the holder of the Series SN C Preferred Units, shall not be entitled to share therein.

Liquidation Preference. (aA) In the event of any liquidation, dissolution or winding up of the Partnership or the CompanyPartnership, whether voluntary or involuntary, before any payment or distribution of the assets of the Partnership shall be made to or set apart for the holders of Junior Units, the Company, in its capacity as the holder holders of the Series SN H Preferred Units, Units shall be entitled to receive One Thousand Twenty Five Dollars ($1,000.0025.00) (the "Series H Liquidation Preference") per Series SN H Preferred Unit (the “Liquidation Preference”) plus an amount equal to all distributions (whether or not earned or declared) accumulated, accrued and unpaid thereon to the date of final distribution to the Company, in its capacity as such holderholders; but the Company, in its capacity as holders of the holder of Series SN H Preferred Units, Units shall not be entitled to any further payment; provided that the distribution payable with respect to the Distribution Period containing the date of final distribution shall be equal to the greater of (i) the distribution provided in clause (i) of the first sentence of Section 2(A) or (ii) the distribution determined pursuant to clause (ii) of the first sentence of Section 2(A) for the preceding Distribution Period. If, upon any such liquidation, dissolution or winding up of the Partnership or the CompanyPartnership, the assets of the Partnership, or proceeds thereof, distributable to the Company, in its capacity as holders of the holder of Series SN H Preferred Units, Units shall be insufficient to pay in full the preferential amount aforesaid and liquidating payments on any other units class or series of the Partnership ranking on a parity with the Series SN Preferred Units as to such distributionParity Units, then such assets, or the proceeds thereof, shall be distributed among the Company, in its capacity as holders of the holder of such Series SN H Preferred Units, Units and the holders of any such other units Parity Units ratably in accordance with the respective amounts that would be payable on such Series SN H Preferred Units and any such other units Parity Units if all amounts payable thereon were paid in full. For the purposes of this Section 16.3 3, (ix) a consolidation or merger of the Partnership or the Company with one or more entitiespartnerships, limited liability companies, corporations, real estate investment trusts or other entities and (iiy) a statutory share exchange by the Partnership sale, lease or the Company and (iii) a sale or transfer conveyance of all or substantially all of the Partnership’s 's property or the Company’s assets, business shall not be deemed to be a liquidation, dissolution or winding up, voluntary or involuntary, of the Partnership or the CompanyPartnership. (bB) 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 SN H Preferred Units upon any liquidation, dissolution or winding up of the Company or the Partnership, after payment shall have been made in full to the Company, in its capacity as the holder holders of the Series SN H Preferred Units, Units as provided in this SectionSection 3, any other series or class or classes of Junior Units shall, subject to any respective terms and provisions (if any) applying thereto, be entitled to receive any and all assets remaining to be paid or distributed, and the Company, in its capacity as the holder holders of the Series SN H Preferred Units, Units shall not be entitled to share therein.

Liquidation Preference. (ai) In the event of any liquidation, dissolution or winding up of the Partnership or the CompanyGeneral Partner, whether voluntary or involuntary, before any payment or distribution of the assets of the Partnership (whether capital or surplus) shall be made to or set apart for the holders of Junior Units, the CompanyGeneral Partner, in its capacity as the holder of the Series SN Class C Preferred Units, shall be entitled to receive One Thousand receive, out of the Partnership’s assets legally available for that purpose, Twenty-Five Dollars ($1,000.0025.00) per Series SN Class C Preferred Unit (the “Liquidation Preference”) plus an amount per Class C Preferred Unit equal to all distributions (whether or not earned or declared) accrued and unpaid thereon to the date of final distribution to the CompanyGeneral Partner, in its capacity as such holder; but the CompanyGeneral Partner, in its capacity as the holder of Series SN Class C Preferred Units, shall not be entitled to any further payment. If, upon any such liquidation, dissolution or winding up of the Partnership or the CompanyGeneral Partner, the assets of the Partnership, or proceeds thereof, distributable to the CompanyGeneral Partner, in its capacity as the holder of Series SN Class C Preferred Units, shall be insufficient to pay in full the preferential amount aforesaid Liquidation Preference and liquidating payments on all accrued and unpaid distributions (whether or not earned or declared) and the liquidation preference and all accrued and unpaid distributions with respect to any other units of the Partnership ranking on a parity with the Series SN Preferred Units as to such distributionParity Units, then such assets, or the proceeds thereof, shall be distributed among the CompanyGeneral Partner, in its capacity as the holder of such Series SN Class C Preferred Units, and the holders of any such other units Parity Units ratably in accordance with the respective amounts that would be payable on such Series SN Class C Preferred Units and any such other units Parity Units if all amounts payable thereon were paid in full. For the purposes of this Section 16.3 C, (i) a consolidation or merger of the Partnership or the Company General Partner with one or more entities, (ii) a statutory share exchange by the Partnership or the Company General Partner and (iii) a sale or transfer of all or substantially all of the Partnership’s or the CompanyGeneral Partner’s assets, shall not be deemed to be a liquidation, dissolution or winding up, voluntary or involuntary, of the Partnership or the CompanyGeneral Partner. (bii) 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 SN Class C Preferred Units upon any liquidation, dissolution or winding up of the Company General Partner or the Partnership, after payment shall have been made in full to the CompanyGeneral Partner, in its capacity as the holder of the Series SN Class C Preferred Units, as provided in this SectionSection C, any series or class or classes of Junior Units shall, subject to any respective terms and provisions applying thereto, be entitled to receive any and all assets remaining to be paid or distributed, and the CompanyGeneral Partner, in its capacity as the holder of the Series SN Class C Preferred Units, shall not be entitled to share therein.

Liquidation Preference. (ai) In the event of any liquidation, dissolution or winding up of the Partnership or the Company, whether voluntary or involuntary, before any payment or distribution of the assets of the Partnership Company shall be made to or set apart for the holders of Junior Units, the Company, in its capacity as the holder holders of the Series SN A Company Preferred Units, Units shall be entitled to receive One Thousand Dollars ($1,000.00) 25.00 per Series SN A Company Preferred Unit (the “Liquidation Preference”) plus an amount per Series A Company Preferred Unit equal to all accrued and unpaid distributions (whether or not earned or declared) accrued and unpaid thereon to to, but not including, the date of final distribution to the Company, in its capacity as such holderholders; but such holders of the Company, in its capacity as the holder of Series SN A Company Preferred Units, Units shall not be entitled to any further payment. If, upon any such liquidation, dissolution or winding up of the Partnership or the Company, the assets of the PartnershipCompany, or proceeds thereof, distributable to among the Company, in its capacity as holders of the holder of Series SN A Company Preferred Units, Units shall be insufficient to pay in full the preferential amount aforesaid and liquidating payments on any other units of the Partnership ranking on a parity with the Series SN Preferred Units as to such distributionParity Units, then such assets, or the proceeds thereof, shall be distributed among the Company, in its capacity as the holder holders of such Series SN A Company Preferred Units, Units and the holders of any such other units Parity Units ratably in accordance with the respective amounts that would be payable on such Series SN A Company Preferred Units and any such other units Parity Units if all amounts payable thereon were paid in full. For the purposes of this Section 16.3 D, none of (i) a consolidation or merger of the Partnership or the Company with one or more entities, (ii) a statutory share unit exchange by the Partnership Company, or the Company and (iii) a sale or transfer of all or substantially all of the Partnership’s or the Company’s assets, assets shall not be deemed to be a liquidation, dissolution or winding up, voluntary or involuntary, of the Partnership or the Company. (bii) Until payment shall have been made in full to the holders of the Series A Company Preferred Units, as provided in this Section D, and to the holders of Parity Units, subject to any terms and provisions applying thereto, no payment will be made to any holder of Junior Units upon the liquidation, dissolution or winding up of the Company. Subject to the rights of the holders of Partnership Units of any series or class or classes of shares ranking on a parity with or prior to the Series SN Preferred Units Parity Units, upon any liquidation, dissolution or winding up of the Company or the PartnershipCompany, after payment shall have been made in full to the Company, in its capacity as the holder holders of the Series SN A Company Preferred Units, as provided in this SectionSection D, any series or class or classes of Junior Units shall, subject to any respective terms and provisions applying thereto, be entitled to receive any and all assets remaining to be paid or distributed, and the Company, in its capacity as the holder holders of the Series SN A Company Preferred Units, Units shall not be entitled to share therein.

Liquidation Preference. (ai) In the event of any liquidation, dissolution or winding up of the Partnership or the CompanyGeneral Partner, whether voluntary or involuntary, before any payment or distribution of the assets of the Partnership shall be made to or set apart for the holders of Junior Units, the Company, in its capacity as the holder holders of the Series SN D-15 Preferred Units, Units shall be entitled to receive One Thousand Dollars ($1,000.00) per Series SN Preferred Unit (the “Liquidation Preference”) plus an amount equal to all distributions (whether or not earned or declared) accrued and unpaid thereon to the date holder’s Capital Account in respect of final distribution to the Company, in its capacity as such holderthose Series D-15 Preferred Units; but the Company, in its capacity as the holder holders of Series SN D-15 Preferred Units, Units shall not be entitled to any further payment. If, upon any such liquidation, dissolution or winding up of the Partnership or the CompanyGeneral Partner, the assets of the Partnership, or proceeds thereof, distributable to the Company, in its capacity as the holder holders of Series SN D-15 Preferred Units, shall be insufficient to pay in full the preferential amount aforesaid and liquidating payments on any other units of the Partnership ranking on a parity with the Series SN Preferred Units as to such distributionParity Units, then such assets, or the proceeds thereof, shall be distributed among the Company, in its capacity as holders of the holder of such Series SN D-15 Preferred Units, Units and the holders of any such other units Parity Units ratably in accordance with the respective amounts that would be payable on such Series SN D-15 Preferred Units and any such other units Parity Units if all amounts payable thereon were paid in full. For the purposes of this Section 16.3 2.C, (i) a consolidation or merger of the Partnership or the Company General Partner with one or more entities, (ii) a statutory share exchange by the Partnership or the Company General Partner and (iii) a sale or transfer of all or substantially all of the Partnership’s or the CompanyGeneral Partner’s assets, shall not be deemed to be a liquidation, dissolution or winding up, voluntary or involuntary, of the Partnership or the CompanyGeneral Partner. (bii) 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 SN D-15 Preferred Units upon any liquidation, dissolution or winding up of the Company General Partner or the Partnership, after payment shall have been made in full to the Company, in its capacity as the holder holders of the Series SN D-15 Preferred Units, as provided in this Section, any series or class or classes of Junior Units shall, subject to any respective terms and provisions applying thereto, be entitled to receive any and all assets remaining to be paid or distributed, and the Company, in its capacity as the holder of the Series SN D-15 Preferred Units, Units shall not be entitled to share therein.

Liquidation Preference. (ai) In the event of any liquidation, dissolution or winding up of the Partnership or the CompanyGeneral Partner, whether voluntary or involuntary, before any payment or distribution of the assets of the Partnership shall be made to or set apart for the holders of Junior Units, the CompanyGeneral Partner, in its capacity as the holder of the Series SN J Preferred Units, shall be entitled to receive One Thousand Twenty-Five Dollars ($1,000.0025.00) per Series SN J Preferred Unit (the “Liquidation Preference”) plus an amount equal to all distributions (whether or not earned or declared) accrued and unpaid thereon to the date of final distribution to the CompanyGeneral Partner, in its capacity as such holder; but the CompanyGeneral Partner, in its capacity as the holder of Series SN J Preferred Units, shall not be entitled to any further payment. If, upon any such liquidation, dissolution or winding up of the Partnership or the CompanyGeneral Partner, the assets of the Partnership, or proceeds thereof, distributable to the CompanyGeneral Partner, in its capacity as the holder of Series SN J Preferred Units, shall be insufficient to pay in full the preferential amount aforesaid and liquidating payments on any other units of the Partnership ranking on a parity with the Series SN Preferred Units as to such distributionParity Units, then such assets, or the proceeds thereof, shall be distributed among the CompanyGeneral Partner, in its capacity as the holder of such Series SN J Preferred Units, and the holders of any such other units Parity Units ratably in accordance with the respective amounts that would be payable on such Series SN J Preferred Units and any such other units Parity Units if all amounts payable thereon were paid in full. For the purposes of this Section 16.3 C, (i) a consolidation or merger of the Partnership or the Company General Partner with one or more entities, (ii) a statutory share exchange by the Partnership or the Company General Partner and (iii) a sale or transfer of all or substantially all of the Partnership’s or the CompanyGeneral Partner’s assets, shall not be deemed to be a liquidation, dissolution or winding up, voluntary or involuntary, of the Partnership or the CompanyGeneral Partner. (bii) 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 SN J Preferred Units upon any liquidation, dissolution or winding up of the Company General Partner or the Partnership, after payment shall have been made in full to the CompanyGeneral Partner, in its capacity as the holder of the Series SN J Preferred Units, as provided in this Section, any series or class or classes of Junior Units shall, subject to any respective terms and provisions applying thereto, be entitled to receive any and all assets remaining to be paid or distributed, and the CompanyGeneral Partner, in its capacity as the holder of the Series SN J Preferred Units, shall not be entitled to share therein.

Liquidation Preference. (a) In the event of any liquidation, dissolution or winding up of the Partnership or the Company, whether voluntary or involuntary, before any payment or distribution of the assets of the Partnership shall be made to or set apart for the holders of Junior Units, the Company, in its capacity as the holder of the Series SN E Preferred Units, shall be entitled to receive One Thousand Twenty-Five Dollars ($1,000.0025.00) per Series SN E Preferred Unit (the “Series E Liquidation Preference”) plus an amount equal to all distributions (whether or not earned or declared) accrued and unpaid thereon to the date of final distribution to the Company, in its capacity as such holder; but the Company, in its capacity as the holder of Series SN E Preferred Units, shall not be entitled to any further payment. If, upon any such liquidation, dissolution or winding up of the Partnership or the Company, the assets of the Partnership, or proceeds thereof, distributable to the Company, in its capacity as the holder of Series SN E Preferred Units, shall be insufficient to pay in full the preferential amount aforesaid and liquidating payments on any other units of the Partnership ranking on a parity with the Series SN E Preferred Units as to such distribution, then such assets, or the proceeds thereof, shall be distributed among the Company, in its capacity as the holder of such Series SN E Preferred Units, and the holders of any such other units ratably in accordance with the respective amounts that would be payable on such Series SN E Preferred Units and any such other units if all amounts payable thereon were paid in full. For the purposes of this Section 16.3 20.3, (i) a consolidation or merger of the Partnership or the Company with one or more entities, (ii) a statutory share exchange by the Partnership or the Company and (iii) a sale or transfer of all or substantially all of the Partnership’s or the Company’s assets, shall not be deemed to be a liquidation, dissolution or winding up, voluntary or involuntary, of the Partnership or the Company. (b) Subject to the rights of the holders of Partnership Units of any series or class or classes of shares ranking on a parity with or prior to the Series SN E Preferred Units upon any liquidation, dissolution or winding up of the Company or the Partnership, after payment shall have been made in full to the Company, in its capacity as the holder of the Series SN E Preferred Units, as provided in this SectionSection 20.3, any series or class or classes of Junior Units shall, subject to any respective terms and provisions applying thereto, be entitled to receive any and all assets remaining to be paid or distributed, and the Company, in its capacity as the holder of the Series SN E Preferred Units, shall not be entitled to share therein.

Liquidation Preference. (a) In the event of any liquidation, dissolution or winding up of the Partnership or the CompanyPartnership, whether voluntary or involuntary, before any payment or distribution of the assets of the Partnership (whether capital, surplus or otherwise) shall be made to or set apart for the holders of Junior Partnership Units, the Company, in its capacity as the holder holders of the Series SN Class Ten Partnership Preferred Units, Units shall be entitled to receive One Thousand Dollars ($1,000.00) per Series SN the Liquidation Preference for each Class Ten Partnership Preferred Unit (the “Liquidation Preference”) plus an amount equal to all distributions (whether or not earned or declared) accrued and unpaid thereon to as of the date of final distribution to the Company, in its capacity as such holderholders; but the Company, in its capacity as the holder of Series SN Preferred Units, such holders shall not be entitled to any further payment. IfUntil the holders of the Class Ten Partnership Preferred Units have been paid their aggregate Liquidation Preference in full, no payment shall be made to any holder of Junior Partnership Units upon any such the liquidation, dissolution or winding up of the Partnership Partnership. If, upon any liquidation, dissolution or winding up of the CompanyPartnership, the assets of the Partnership, or proceeds thereof, distributable to among the Company, in its capacity as the holder holders of Series SN Class Ten Partnership Preferred Units, Units shall be insufficient to pay in full the preferential amount aforesaid and liquidating payments on any other units of the Parity Partnership ranking on a parity with the Series SN Preferred Units as to such distributionUnits, then such assets, or the proceeds thereof, shall be distributed among the Company, in its capacity as the holder of such Series SN Preferred Units, and the holders of Class Ten Partnership Preferred Units and any such other units Parity Partnership Units ratably in accordance with the same proportion as the respective amounts that would be payable on such Series SN Class Ten Partnership Preferred Units and any such other units Parity Partnership Units if all amounts payable thereon were paid in full. For the purposes of this Section 16.3 (i) 4, a consolidation or merger of the Partnership or the Company with one or more entitiespartnerships, (ii) a statutory share exchange by the Partnership or the Company and (iii) a sale or transfer of all or substantially all of the Partnership’s or the Company’s 's assets, shall not be deemed to be a liquidation, dissolution or winding up, voluntary or involuntary, of the Partnership or the CompanyPartnership. (b) Subject to the rights of the holders of Partnership Units of any series or class or classes of shares ranking on a parity with or prior to the Series SN Preferred Units upon Upon any liquidation, dissolution or winding up of the Company or the Partnership, after payment shall have been made in full to the Company, in its capacity as the holder holders of the Series SN Class Ten Partnership Preferred Units and any Parity Partnership Units, as provided in this SectionSection 4, any other series or class or classes of Junior Partnership Units shall, subject to any the respective terms and provisions applying theretothereof, be entitled to receive any and all assets remaining to be paid or distributed, and the Company, in its capacity as the holder holders of the Series SN Class Ten Partnership Preferred Units, Units and any Parity Partnership Units shall not be entitled to share therein.