Common use of Liquidation Preference Clause in Contracts

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

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

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

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

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

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

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

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

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

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

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

Liquidation Preference. A. (i) Upon any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Partnership, before any distribution or payment shall be made to the holders of any Common Units or Junior Preferred Units, the holders of the Series A Preferred Mirror Units then outstanding shall be are entitled to be paid, or have the Partnership declare and set apart for payment, paid out of the assets of the Partnership legally available for distribution to its the Partners after payment or provision for payment of all debts and other liabilities pursuant to Section 13.5(a) of the Partnership, Partnership Agreement a liquidation preference in cash of $25.00 equal to the Stated Value per Series A Preferred Unit (the “Base Liquidation Preference”)Mirror Unit, plus an amount equal to any accrued and unpaid distributions (whether or not declared) to, but not including, to the date of payment payment, before any distribution of assets is made to holders of Class A Units and GP Units or any other Partnership Interests that rank junior to the date the Series A Preferred Mirror Units as to liquidation preference is set apart for payment (the “Liquidating Distributions”)rights. B. If (ii) In the event that, upon any such voluntary or involuntary liquidation, dissolution or winding up of the Partnershipup, the available assets of the Partnership are insufficient to pay the full amount of the Liquidating Distributions liquidating distributions on all outstanding Series A Preferred Mirror Units and the corresponding amounts payable on all outstanding Parity Preferred Units, then other Partnership Interests ranking on a parity with the holders of Series A Preferred Mirror Units and Parity Preferred Units shall share ratably in any such 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 liquidating distributions to which they would otherwise be respectively entitled. C. Upon any voluntary or involuntary liquidation, dissolution or winding up of the Partnership, after payment shall have been made in full to the holders of the Series A Preferred Units and any Parity Preferred Units, any other series or class or classes of Junior Preferred Units shall be entitled to receive any and all assets remaining to be paid or distributed, and the holders of the Series A Preferred Units and any Parity Preferred Units shall not be entitled to share therein. D. (iii) After payment of the full amount of the Liquidating Distributions 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. E. For the avoidance of doubt, the consolidation, (iv) The consolidation or merger or conversion of the Partnership with or into another entityany other partnership, the merger corporation, trust or entity or of another any other partnership, corporation, trust or other entity with or into the Partnership, a statutory unit exchange by the Partnership or the sale, lease, transfer lease or conveyance of all or substantially all of the assets property or business of the Partnership Partnership, shall not be considered deemed to constitute a liquidation, dissolution or winding up of the affairs Partnership for purposes of the Partnershipthis Section 1(d).

Liquidation Preference. A. Upon (a) In the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of Partnership or the PartnershipCompany, whether voluntary or involuntary, before any payment or distribution or payment shall be made to the holders of any Common Units or Junior Preferred Units, the holders of the Series A Preferred Units then outstanding shall be entitled to be paid, or have the Partnership declare and set apart for payment, out of the assets of the Partnership legally available shall be made to or set apart for distribution to the holders of Junior Units, the Company, in its Partners after payment or provision for payment of all debts and other liabilities capacity as the holder of the PartnershipSeries SN Preferred Units, a liquidation preference in cash of shall be entitled to receive One Thousand Dollars ($25.00 1,000.00) per Series A SN Preferred Unit (the “Base Liquidation Preference”), ) plus an amount equal to any accrued and unpaid all distributions (whether or not earned or declared) to, but not including, accrued and unpaid thereon to the date of payment or final distribution to the date Company, in its capacity as such holder; but the liquidation preference is set apart for payment (Company, in its capacity as the “Liquidating Distributions”). B. If holder of Series SN Preferred Units, shall not be entitled to any further payment. If, upon any such voluntary or involuntary liquidation, dissolution or winding up of the PartnershipPartnership or the Company, the available assets of the Partnership are Partnership, or proceeds thereof, distributable to the Company, in its capacity as the holder of Series SN Preferred Units, shall be insufficient to pay in full the full preferential amount aforesaid and liquidating payments on any other units of the Liquidating Distributions Partnership ranking on all outstanding a parity with the Series A 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 the corresponding any such other units if all amounts payable on 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 outstanding Parity Preferred Unitsor substantially all of the Partnership’s or the Company’s assets, then 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 A SN Preferred Units and Parity Preferred Units shall share ratably in upon any such distribution of assets in proportion to the full Liquidating Distributions to which they would otherwise be respectively entitled. C. Upon any voluntary or involuntary liquidation, dissolution or winding up of the Company or the Partnership, after payment shall have been made in full to the holders Company, in its capacity as the holder of the Series A Preferred Units and any Parity SN Preferred Units, as provided in this Section, any other series or class or classes of Junior Preferred Units shall shall, subject to any respective terms and provisions applying thereto, be entitled to receive any and all assets remaining to be paid or distributed, and the holders Company, in its capacity as the holder of the Series A SN Preferred Units and any Parity Preferred Units Units, shall not be entitled to share therein. D. After payment of the full amount of the Liquidating Distributions to which they are entitled, holders of Series A Preferred Units will have no right or claim to any of the remaining assets of the Partnership. E. For the avoidance of doubt, the consolidation, merger or conversion of the Partnership with or into another entity, the merger of another entity with or into the Partnership, a statutory unit exchange by the Partnership or the sale, lease, transfer or conveyance of all or substantially all of the assets or business of the Partnership shall not be considered a liquidation, dissolution or winding up of the affairs of the Partnership.

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

Liquidation Preference. A. Upon In the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Partnership, whether voluntary or involuntary, before any payment or distribution of the Partnership (whether capital, surplus or payment otherwise) shall be made to or set apart for the holders of any Common Units or Junior Preferred Partnership Units, the holders of the Series A Class E Partnership Preferred Units then outstanding shall be entitled to be paid, or have the receive One Dollar ($1.00) per Class E Partnership declare and set apart for payment, out of the assets of the Partnership legally available for distribution to its Partners after payment or provision for payment of all debts and other liabilities of the Partnership, a liquidation preference in cash of $25.00 per Series A Preferred Unit (the “Base "Liquidation Preference”"), plus an amount equal to any accrued and the Special Dividend if such dividend is unpaid distributions (whether or not declared) to, but not including, on the date of payment or final distribution to such holders. Until the holders of the Class E Partnership Preferred Units have been paid the Liquidation Preference in full, plus an amount equal to the Special Dividend if such dividend is unpaid on the date of final distribution to such holders, no payment shall be made to any holder of Junior Partnership Units upon the liquidation preference is set apart for payment (liquidation, dissolution or winding up of the “Liquidating Distributions”). B. If Partnership. If, upon any such voluntary or involuntary liquidation, dissolution or winding up of the Partnership, the available assets of the Partnership are insufficient to pay the full amount of the Liquidating Distributions on all outstanding Series A Preferred Units and the corresponding amounts payable on all outstanding Parity Preferred Units, then the holders of Series A Preferred Units and Parity Preferred Units shall share ratably in any such distribution of assets in proportion to the full Liquidating Distributions to which they would otherwise be respectively entitled. C. Upon any voluntary or involuntary liquidation, dissolution or winding up of the Partnership, after payment shall have been made in full to or proceeds thereof, distributable among the holders of Class E Partnership Preferred Units shall be insufficient to pay in full the Series A preferential amount aforesaid and liquidating payments on any Parity Partnership Units, then such assets, or the proceeds thereof, shall be distributed among the holders of Class E Partnership Preferred Units and any such Parity Preferred Units, any other series or class or classes of Junior Preferred Partnership Units shall ratably in the same proportion as the respective amounts that would be entitled to receive any and all assets remaining to be paid or distributed, and the holders of the Series A payable on such Class E Partnership Preferred Units and any such other Parity Preferred Partnership Units shall not be entitled to share therein. D. After payment of the full amount of the Liquidating Distributions to which they are entitled, holders of Series A Preferred Units will have no right or claim to any of the remaining assets of the Partnership. E. if all amounts payable thereon were paid in full. For the avoidance purposes of doubtthis Section 4, the consolidation, (i) a consolidation or merger or conversion of the Partnership with one or into another entitymore partnerships, the merger of another entity with or into the Partnership, (ii) a statutory unit exchange by the Partnership sale or the sale, lease, transfer or conveyance of all or substantially all of the Partnership's assets or business of the Partnership shall not be considered deemed to be a liquidation, dissolution or winding up of the affairs up, voluntary or involuntary, of the Partnership.

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

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

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

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

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

Liquidation Preference. A. Upon (i) In the event of any liquidation, dissolution or winding up of the Partnership, whether voluntary or involuntary involuntary, subject to the prior preferences and other rights of any series of Units ranking senior to the Series B-1 Preferred Partnership 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 of Junior Units, the holders of the Series B-1 Preferred Partnership Units shall be entitled to receive Ten Dollars and Seven Cents ($10.07) (the “Liquidation Preference”) per Series B-1 Preferred Partnership Unit plus an amount equal to all accumulated, accrued and unpaid Distributions (whether or not earned or authorized), if any, thereon to the date of liquidation, dissolution or winding up of the affairs of the PartnershipPartnership (any such date, before any distribution or payment a “Series B-1 Liquidation Date”). The Distribution payable with respect to the Distribution Period containing the Series B-1 Liquidation Date shall be made equal to the holders sum of (x) any Common Units or Junior Preferred Units, Special Distribution determined pursuant to Paragraph C above with respect to such Distribution Period plus (y) the holders product of the Series A Preferred Units then outstanding shall be entitled Distribution determined pursuant to be paid, or have Paragraph C above for the Partnership declare and set apart preceding Distribution Period (but excluding any Special Distribution for payment, out such preceding Distribution Period) times a fraction equal to the actual number of days elapsed from the end date of the assets of calendar quarter most recently completed to the Partnership legally available for distribution to its Partners after payment or provision for payment of all debts and other liabilities of the Partnershiprelevant Series B-1 Liquidation Date over 90 days. If, a liquidation preference in cash of $25.00 per Series A Preferred Unit (the “Base Liquidation Preference”), plus an amount equal to any accrued and unpaid distributions (whether or not declared) to, but not including, the date of payment or the date the liquidation preference is set apart for payment (the “Liquidating Distributions”). B. If upon any such voluntary or involuntary liquidation, dissolution or winding up of the Partnership, the available assets of the Partnership, or proceeds thereof, distributable among the holders of the Series B-1 Preferred Partnership are Units shall be insufficient to pay in full the full preferential amount aforesaid and liquidating payments on any other units of the Liquidating Distributions on all outstanding Series A Preferred Units and the corresponding amounts payable on all outstanding any class or series of Parity Preferred Units, then such assets, or the proceeds thereof, shall be distributed among the holders of Series A B-1 Preferred Partnership Units and any such other Parity Units ratably in accordance with the respective amounts that would be payable on such Series B-1 Preferred Partnership Units and any such other Parity Units if all amounts payable thereon were paid in full. For the purposes of this Paragraph D, (i) a consolidation or merger of the Partnership with one or more partnerships, real estate investment trusts or other entities, (ii) a sale, lease or conveyance of all or substantially all of the Partnership’s property or business or (iii) a statutory unit exchange shall not be deemed to be a liquidation, dissolution or winding up, voluntary or involuntary, of the Partnership. Other than as set forth in this Paragraph D(i), the holders of Series B-1 Preferred Partnership Units shall share ratably in not be entitled to any such distribution additional payment upon any liquidation, dissolution or winding up of assets in proportion the Partnership. (ii) Subject to the full Liquidating Distributions rights of the holders of units of any series or class or classes of Partnership Interest ranking on a parity with or prior to which they would otherwise be respectively entitled. C. Upon the Series B-1 Preferred Partnership Units, upon any voluntary or involuntary liquidation, dissolution or winding up of the Partnership, after payment shall have been made in full to the holders of the Series A B-1 Preferred Units and any Parity Preferred Partnership Units, as provided in this Paragraph D, the holders of Series B-1 Preferred Partnership Units shall have no other claim to the remaining assets of the Partnership and any other series or class or classes of Junior Preferred Units shall shall, subject to the respective terms and provisions (if any) applying thereto, be entitled to receive any and all assets remaining to be paid or distributed, and the holders of the Series A Preferred Units and any Parity B-1 Preferred Units shall not be entitled to share therein. D. After payment (iii) Written notice of the full amount of the Liquidating Distributions to which they are entitled, holders of Series A Preferred Units will have no right or claim to any of the remaining assets of the Partnership. E. For the avoidance of doubt, the consolidation, merger or conversion of the Partnership with or into another entity, the merger of another entity with or into the Partnership, a statutory unit exchange by the Partnership or the sale, lease, transfer or conveyance of all or substantially all of the assets or business of the Partnership shall not be considered a such liquidation, dissolution or winding up of the affairs 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, or by recognized overnight courier, not less than 30 or more than 60 days prior to the payment date stated therein, to each record holder of the Series B-1 Preferred Partnership Units at the respective addresses of such holders as the same shall appear on the records of the Partnership.

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

Liquidation Preference. A. Upon In the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Partnership, whether voluntary or involuntary, before any payment or distribution of the Partnership (whether capital, surplus or payment otherwise) shall be made under Section 13.2.A(3) to any classes of ownership interest in the holders of any Common Units or Junior Preferred Units, the holders of Partnership that are junior in priority to the Series A Preferred Partnership Units, the Series A Preferred Partnership Units then outstanding shall be entitled to be paid, or have a preference (the Partnership declare and set apart for payment, out “Liquidation Preference”) equal to the sum of the assets of the Partnership legally available for distribution to its Partners after payment or provision for payment of all debts and other liabilities of the Partnership, a liquidation preference in cash of (i) $25.00 2,500 per Series A Preferred Unit (the “Base Liquidation Preference”)Partnership Unit, plus (ii) an amount per Series A Preferred Partnership Unit equal to any accrued and unpaid distributions (whether or not declared) to, but not including, dividends on one Series A Preferred Share to the date of final distribution. Until the Liquidation Preference with respect to the Series A Preferred Partnership Units has been paid in full, no payment or shall be made under Section 13.2.A(3) with respect to any classes of ownership interest in the date Partnership that are junior in priority to the liquidation preference is set apart for payment (the “Liquidating Distributions”). B. If Series A Preferred Partnership Units. If, upon any such voluntary or involuntary liquidation, dissolution or winding up of the Partnership, the available assets of the Partnership are insufficient to pay the full amount of the Liquidating Distributions on all outstanding Series A Preferred Units and the corresponding amounts payable on all outstanding Parity Preferred Units, then the holders of Series A Preferred Units and Parity Preferred Units shall share ratably in any such distribution of assets in proportion to the full Liquidating Distributions to which they would otherwise be respectively entitled. C. Upon any voluntary or involuntary liquidation, dissolution or winding up of the Partnership, after payment shall have been made in full or proceeds thereof, distributable with respect to the holders of the Series A Preferred Units and any Parity Preferred Units, any other series or class or classes of Junior Preferred Partnership Units shall be entitled insufficient to receive pay in full the Liquidation Preference and liquidating payments on any and all assets remaining to be paid or distributed, and ownership interests in the holders of Partnership that are on a parity with the Series A Preferred Partnership Units, then such assets, or the proceeds thereof, shall be distributed among the Series A Preferred Partnership Units and any Parity Preferred Units shall not be entitled to share therein. D. After payment of such ownership interests in the full amount of Partnership on the Liquidating Distributions to which they are entitled, holders of same parity as the Series A Preferred Partnership Units, ratably in the same proportion as the respective amounts that would be payable on such Series A Preferred Partnership Units will and any such other ownership interests in the Partnership on the same parity if all amounts payable thereon were paid in full. After payment in full of the Liquidation Preference, the Series A Preferred Partnership Units shall have no right or claim to any of the remaining assets of the Partnership. E. . For the avoidance purposes of doubtthis Section 4, the consolidation, (i) a consolidation or merger or conversion of the Partnership with one or into another entitymore partnerships, the merger of another entity with or into the Partnership, (ii) a statutory unit exchange by the Partnership sale or the sale, lease, transfer or conveyance of all or substantially all of the Partnership’s assets or business of the Partnership shall not be considered deemed to be a liquidation, dissolution or winding up of the affairs up, voluntary or involuntary, of the Partnership.

Liquidation Preference. A. Upon In the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Partnership, whether voluntary or involuntary, before any payment or distribution of the Partnership (whether capital, surplus or payment otherwise) shall be made under Section 13.2.A(3) to any classes of ownership interest in the Partnership that are junior in priority to the holders of any Common Units or Junior Series E Preferred Partnership Units, the holders of the Series A E Preferred Partnership Units then outstanding shall be entitled to be paid, or have the Partnership declare and set apart for payment, out of the assets of the Partnership legally available for distribution to its Partners after payment or provision for payment of all debts and other liabilities of the Partnership, a liquidation preference in cash of $25.00 per Series A Preferred Unit (the “Base Liquidation Preference”)) equal to the sum of (i) $2,500 per Series E Preferred Partnership Unit, plus (ii) an amount per Series E Preferred Partnership Unit equal to any accrued and unpaid distributions (whether or not declared) to, but not including, dividends on one Series E Preferred Share to the date of final distribution. Until the Liquidation Preference with respect to the Series E Preferred Partnership Units has been paid in full, no payment or shall be made under Section 13.2.A(3) with respect to any classes of ownership interest in the date Partnership that are junior in priority to the liquidation preference is set apart for payment (the “Liquidating Distributions”). B. If Series E Preferred Partnership Units. If, upon any such voluntary or involuntary liquidation, dissolution or winding up of the Partnership, the available assets of the Partnership are insufficient to pay the full amount of the Liquidating Distributions on all outstanding Series A Preferred Units and the corresponding amounts payable on all outstanding Parity Preferred Units, then the holders of Series A Preferred Units and Parity Preferred Units shall share ratably in any such distribution of assets in proportion to the full Liquidating Distributions to which they would otherwise be respectively entitled. C. Upon any voluntary or involuntary liquidation, dissolution or winding up of the Partnership, after payment or proceeds thereof, distributable with respect to the Series E Preferred Partnership Units shall have been made be insufficient to pay in full to the holders of Liquidation Preference and liquidating payments on any ownership interests in the Partnership that are on a parity with the Series A E Preferred Partnership Units, then such assets, or the proceeds thereof, shall be distributed among the Series E Preferred Partnership Units and any Parity such ownership interests in the Partnership on the same parity as the Series E Preferred Partnership Units, any other series or class or classes of Junior ratably in the same proportion as the respective amounts that would be payable on such Series E Preferred Units shall be entitled to receive any and all assets remaining to be paid or distributed, and the holders of the Series A Preferred Partnership Units and any Parity such other ownership interests in the Partnership on the same parity if all amounts payable thereon were paid in full. After payment in full of the Liquidation Preference, the Series E Preferred Partnership Units shall not be entitled to share therein. D. After payment of the full amount of the Liquidating Distributions to which they are entitled, holders of Series A Preferred Units will have no right or claim to any of the remaining assets of the Partnership. E. . For the avoidance purposes of doubtthis Section 4, the consolidation, (i) a consolidation or merger or conversion of the Partnership with one or into another entitymore partnerships, the merger of another entity with or into the Partnership, (ii) a statutory unit exchange by the Partnership sale or the sale, lease, transfer or conveyance of all or substantially all of the Partnership’s assets or business of the Partnership shall not be considered deemed to be a liquidation, dissolution or winding up of the affairs up, voluntary or involuntary, of the Partnership.

Liquidation Preference. A. Upon (i) In the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Partnership, before any distribution or payment shall be made to the holders of any Common Units or Junior Preferred Units, the holders of the Series A Preferred Units then outstanding shall be entitled to be paid, or have the Partnership declare and set apart for payment, receive out of the assets of the Partnership legally available for distribution to its the Partners after payment or provision for payment of all debts and other liabilities pursuant to Section 13.2 of the Partnership, Partnership Agreement a liquidation preference in cash of $25.00 per Series A Preferred Unit (the “Base Liquidation Preference”)Unit, plus an amount equal to any accrued accumulated and unpaid distributions (whether or not declaredauthorized) to, but not including, to the date of payment or the date the liquidation preference is set apart for payment (the “Liquidating Distributions”"Series A Liquidation Value"), before any distribution of assets is made to holders of any other Partnership Interests that rank junior to the Series A Preferred Units as to the distribution of assets upon the liquidation, dissolution or winding up of the Partnership, but subject to the preferential rights of the holders of Permitted Senior Preferred Units ranking senior to the Series A Preferred Units as to the distribution of assets upon the liquidation, dissolution or winding up of the Partnership. B. (ii) If upon any such voluntary or involuntary liquidation, dissolution or winding up of the Partnership, the available assets of the Partnership legally available for distribution to its Partners are insufficient to pay make such full payment to the full amount holders of the Liquidating Distributions on all outstanding Series A Preferred Units Units, and the corresponding amounts payable on all outstanding Parity other Partnership Interests ranking on a parity with the Series A Preferred UnitsUnits as to the distribution of assets upon the liquidation, dissolution or winding up of the Partnership, then the holders of the Series A Preferred Units Units, and Parity all other holders of such Partnership Interests on a parity with the Series A Preferred Units shall share ratably in any such distribution of assets in proportion to the full Liquidating Distributions liquidating distributions (including, if applicable, accumulated and unpaid distributions) to which they would otherwise be respectively entitled. C. Upon any voluntary or involuntary liquidation, dissolution or winding up of the Partnership, after payment shall have been made in full to the holders of the Series A Preferred Units and any Parity Preferred Units, any other series or class or classes of Junior Preferred Units shall be entitled to receive any and all assets remaining to be paid or distributed, and the holders of the Series A Preferred Units and any Parity Preferred Units shall not be entitled to share therein. D. (iii) After payment of the full amount of the Liquidating Distributions to which they are entitledSeries A Liquidation Value, the holders of the Series A Preferred Units will Units, shall have no right or claim to any of the remaining assets of the Partnership. E. For the avoidance (iv) None of doubt, the consolidation, a consolidation or merger or conversion of the Partnership with or into another entity, the a merger of another entity with or into the Partnership, a statutory unit exchange by the Partnership or the a sale, lease, transfer lease or conveyance of all or substantially all of the assets Partnership's property or business of the Partnership shall not be considered a liquidation, dissolution or winding up of the affairs of the Partnership.

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

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

Liquidation Preference. A. Upon In the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Partnership, whether voluntary or involuntary, before any payment or distribution of the Partnership (whether capital, surplus or payment otherwise) shall be made under Section 13.2.A(3) to any classes of ownership interest in the Partnership that are junior in priority to the holders of any Common Units or Junior Series B Preferred Partnership Units, the holders of the Series A B Preferred Partnership Units then outstanding shall be entitled to be paid, or have the Partnership declare and set apart for payment, out of the assets of the Partnership legally available for distribution to its Partners after payment or provision for payment of all debts and other liabilities of the Partnership, a liquidation preference in cash of $25.00 per Series A Preferred Unit (the “Base Liquidation Preference”)) equal to the sum of (i) $2,500 per Series B Preferred Partnership Unit, plus (ii) an amount per Series B Preferred Partnership Unit equal to any accrued and unpaid distributions (whether or not declared) to, but not including, dividends on one Series B Preferred Share to the date of final distribution. Until the Liquidation Preference with respect to the Series B Preferred Partnership Units has been paid in full, no payment or shall be made under Section 13.2.A(3) with respect to any classes of ownership interest in the date Partnership that are junior in priority to the liquidation preference is set apart for payment (the “Liquidating Distributions”). B. If Series B Preferred Partnership Units. If, upon any such voluntary or involuntary liquidation, dissolution or winding up of the Partnership, the available assets of the Partnership are insufficient to pay the full amount of the Liquidating Distributions on all outstanding Series A Preferred Units and the corresponding amounts payable on all outstanding Parity Preferred Units, then the holders of Series A Preferred Units and Parity Preferred Units shall share ratably in any such distribution of assets in proportion to the full Liquidating Distributions to which they would otherwise be respectively entitled. C. Upon any voluntary or involuntary liquidation, dissolution or winding up of the Partnership, after payment or proceeds thereof, distributable with respect to the Series B Preferred Partnership Units shall have been made be insufficient to pay in full to the holders of Liquidation Preference and liquidating payments on any ownership interests in the Partnership that are on a parity with the Series A B Preferred Partnership Units, then such assets, or the proceeds thereof, shall be distributed among the Series B Preferred Partnership Units and any Parity such ownership interests in the Partnership on the same parity as the Series B Preferred Partnership Units, any other series or class or classes of Junior ratably in the same proportion as the respective amounts that would be payable on such Series B Preferred Units shall be entitled to receive any and all assets remaining to be paid or distributed, and the holders of the Series A Preferred Partnership Units and any Parity such other ownership interests in the Partnership on the same parity if all amounts payable thereon were paid in full. After payment in full of the Liquidation Preference, the Series B Preferred Partnership Units shall not be entitled to share therein. D. After payment of the full amount of the Liquidating Distributions to which they are entitled, holders of Series A Preferred Units will have no right or claim to any of the remaining assets of the Partnership. E. . For the avoidance purposes of doubtthis Section 4, the consolidation, (i) a consolidation or merger or conversion of the Partnership with one or into another entitymore partnerships, the merger of another entity with or into the Partnership, (ii) a statutory unit exchange by the Partnership sale or the sale, lease, transfer or conveyance of all or substantially all of the Partnership’s assets or business of the Partnership shall not be considered deemed to be a liquidation, dissolution or winding up of the affairs up, voluntary or involuntary, of the Partnership.

Liquidation Preference. A. Upon In the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Partnership, whether voluntary or involuntary, before any payment or distribution of the Partnership (whether capital, surplus or payment otherwise) shall be made to or set apart for the holders of any Common Units or Series 2019 Junior Preferred Partnership Units, the holders of the Series A 2019 Preferred Units then outstanding shall be entitled to be paid, or have the Partnership declare and set apart for payment, out of the assets of the Partnership legally available for distribution to its Partners after payment or provision for payment of all debts and other liabilities of the Partnership, a liquidation preference in cash of receive $25.00 10.00 per Series A 2019 Preferred Unit (the “Base Series 2019 Liquidation Preference”), plus an amount per Series 2019 Preferred Unit equal to any accrued and unpaid all distributions (whether or not declareddeclared or earned) toaccrued and unpaid on the Series 2019 Preferred Unit; but such holders shall not be entitled to any further payment. Until the holders of the Series 2019 Preferred Units have been paid the Series 2019 Liquidation Preference in full, but plus an amount equal to all distributions (whether or not including, declared or earned) accrued and unpaid on the Series 2019 Preferred Unit to the date of final distribution to such holders, no payment shall be made to any holder of Series 2019 Junior Partnership Units upon the liquidation, dissolution or winding up of the date the liquidation preference is set apart for payment (the “Liquidating Distributions”). B. If Partnership. If, upon any such voluntary or involuntary liquidation, dissolution or winding up of the Partnership, the available assets of the Partnership are insufficient to pay the full amount of the Liquidating Distributions on all outstanding Series A Preferred Units and the corresponding amounts payable on all outstanding Parity Preferred UnitsPartnership, then or proceeds thereof, distributable among the holders of Series A Preferred Units and Parity 2019 Preferred Units shall share ratably in any such distribution of assets in proportion be insufficient to the full Liquidating Distributions to which they would otherwise be respectively entitled. C. Upon any voluntary or involuntary liquidation, dissolution or winding up of the Partnership, after payment shall have been made pay in full to the preferential amount aforesaid and liquidating payments on any Series 2019 Parity Partnership Units, then such assets, or the proceeds thereof, shall be distributed among the holders of the Series A 2019 Preferred Units and any such Series 2019 Parity Preferred Units, any other series or class or classes of Junior Preferred Partnership Units shall ratably in the same proportion as the respective amounts that would be entitled to receive any and all assets remaining to be paid or distributed, and the holders of the payable on such Series A 2019 Preferred Units and any such other Series 2019 Parity Preferred Partnership Units shall not be entitled to share thereinif all amounts payable thereon were paid in full. D. After payment of the full amount of the Liquidating Distributions to which they are entitled, holders of Series A Preferred Units will have no right or claim to any of the remaining assets of the Partnership. E. For the avoidance of doubt, the consolidation, merger or conversion of the Partnership with or into another entity, the merger of another entity with or into the Partnership, a statutory unit exchange by the Partnership or the sale, lease, transfer or conveyance of all or substantially all of the assets or business of the Partnership shall not be considered a liquidation, dissolution or winding up of the affairs of the Partnership.

Liquidation Preference. A. Upon (i) In the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Partnership, before any distribution or payment shall be made to the holders of any Common Units or Junior Preferred Units, the holders of the Series A Preferred Units then outstanding E Holder shall be entitled to be paid, or have the Partnership declare and set apart for payment, receive out of the assets of the Partnership legally available for distribution to its the Partners after payment or provision for payment of all debts and other liabilities pursuant to Section 13.02.A of the Partnership, Partnership Agreement a liquidation preference in cash of $25.00 1.00 per Series A E Preferred Unit (the “Base Liquidation Preference”)Unit, plus an amount equal to any accrued accumulated and unpaid distributions (whether or not declaredearned or authorized) to, but not including, to the date of payment or the date the liquidation preference is set apart for payment (collectively, the “Liquidating DistributionsLiquidation Value”), before any distribution of assets is made to holders of any Partnership Interests that rank junior to the Series E Preferred Units as to the distribution of assets upon the liquidation, dissolution or winding up of the Partnership, but subject to the preferential rights of the holders of Partnership Interests ranking senior to the Series E Preferred Units as to the distribution of assets upon the liquidation, dissolution or winding up of the Partnership. B. (ii) If upon any such voluntary or involuntary liquidation, dissolution or winding up of the Partnership, the available assets of the Partnership legally available for distribution to its Partners are insufficient to pay make such full payment to the full amount of the Liquidating Distributions on all outstanding Series A Preferred Units E Holder and the corresponding amounts payable on all outstanding Parity other Partnership Interests ranking on a parity with the Series E Preferred UnitsUnits as to the distribution of assets upon the liquidation, dissolution or winding up of the Partnership, then the holders of Series A Preferred Units and Parity Preferred Units E Holder shall share ratably in any such distribution of assets in proportion to the full Liquidating Distributions liquidating distributions (including, if applicable, accumulated and unpaid distributions) to which they would otherwise be respectively entitled. C. Upon any voluntary or involuntary liquidation, dissolution or winding up of the Partnership, after payment shall have been made in full to the holders of the Series A Preferred Units and any Parity Preferred Units, any other series or class or classes of Junior Preferred Units shall be entitled to receive any and all assets remaining to be paid or distributed, and the holders of the Series A Preferred Units and any Parity Preferred Units shall not be entitled to share therein. D. (iii) After payment of the full amount of the Liquidating Distributions liquidating distributions to which they are it is entitled, holders of the Series A Preferred Units will E Holder shall have no right or claim to any of the remaining assets of the Partnership. E. For the avoidance (iv) None of doubt, the consolidation, a consolidation or merger or conversion of the Partnership with or into another entity, the a merger of another entity with or into the Partnership, a statutory unit exchange by the Partnership or the a sale, lease, transfer lease or conveyance of all or substantially all of the assets Partnership’s property or business of the Partnership shall not be considered a liquidation, dissolution or winding up of the affairs of the Partnership.

Liquidation Preference. A. Upon In the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Partnership, whether voluntary or involuntary, before any payment or distribution of the Partnership (whether capital, surplus or payment otherwise) shall be made under Section 13.2.A(3) to any classes of ownership interest in the Partnership that are junior in priority to the holders of any Common Units or Junior Series C Preferred Partnership Units, the holders of the Series A C Preferred Partnership Units then outstanding shall be entitled to be paid, or have the Partnership declare and set apart for payment, out of the assets of the Partnership legally available for distribution to its Partners after payment or provision for payment of all debts and other liabilities of the Partnership, a liquidation preference in cash of $25.00 per Series A Preferred Unit (the “Base Liquidation Preference”)) equal to the sum of (i) $2,500 per Series C Preferred Partnership Unit, plus (ii) an amount per Series C Preferred Partnership Unit equal to any accrued and unpaid distributions (whether or not declared) to, but not including, dividends on one Series C Preferred Share to the date of final distribution. Until the Liquidation Preference with respect to the Series C Preferred Partnership Units has been paid in full, no payment or shall be made under Section 13.2.A(3) with respect to any classes of ownership interest in the date Partnership that are junior in priority to the liquidation preference is set apart for payment (the “Liquidating Distributions”). B. If Series C Preferred Partnership Units. If, upon any such voluntary or involuntary liquidation, dissolution or winding up of the Partnership, the available assets of the Partnership are insufficient to pay the full amount of the Liquidating Distributions on all outstanding Series A Preferred Units and the corresponding amounts payable on all outstanding Parity Preferred Units, then the holders of Series A Preferred Units and Parity Preferred Units shall share ratably in any such distribution of assets in proportion to the full Liquidating Distributions to which they would otherwise be respectively entitled. C. Upon any voluntary or involuntary liquidation, dissolution or winding up of the Partnership, after payment or proceeds thereof, distributable with respect to the Series C Preferred Partnership Units shall have been made be insufficient to pay in full to the holders of Liquidation Preference and liquidating payments on any ownership interests in the Partnership that are on a parity with the Series A C Preferred Partnership Units, then such assets, or the proceeds thereof, shall be distributed among the Series C Preferred Partnership Units and any Parity such ownership interests in the Partnership on the same parity as the Series C Preferred Partnership Units, any other series or class or classes of Junior ratably in the same proportion as the respective amounts that would be payable on such Series C Preferred Units shall be entitled to receive any and all assets remaining to be paid or distributed, and the holders of the Series A Preferred Partnership Units and any Parity such other ownership interests in the Partnership on the same parity if all amounts payable thereon were paid in full. After payment in full of the Liquidation Preference, the Series C Preferred Partnership Units shall not be entitled to share therein. D. After payment of the full amount of the Liquidating Distributions to which they are entitled, holders of Series A Preferred Units will have no right or claim to any of the remaining assets of the Partnership. E. . For the avoidance purposes of doubtthis Section 4, the consolidation, (i) a consolidation or merger or conversion of the Partnership with one or into another entitymore partnerships, the merger of another entity with or into the Partnership, (ii) a statutory unit exchange by the Partnership sale or the sale, lease, transfer or conveyance of all or substantially all of the Partnership’s assets or business of the Partnership shall not be considered deemed to be a liquidation, dissolution or winding up of the affairs up, voluntary or involuntary, of the Partnership.

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

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

Liquidation Preference. A. Upon In the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Partnership, whether voluntary or involuntary, before any payment or distribution of the Partnership (whether capital, surplus or payment otherwise) shall be made under Section 13.2.A(3) to any classes of ownership interest in the Partnership that are junior in priority to the holders of any Common Units or Junior Series D Preferred Partnership Units, the holders of the Series A D Preferred Partnership Units then outstanding shall be entitled to be paid, or have the Partnership declare and set apart for payment, out of the assets of the Partnership legally available for distribution to its Partners after payment or provision for payment of all debts and other liabilities of the Partnership, a liquidation preference in cash of $25.00 per Series A Preferred Unit (the “Base Liquidation Preference”)) equal to the sum of (i) $2,500 per Series D Preferred Partnership Unit, plus (ii) an amount per Series D Preferred Partnership Unit equal to any accrued and unpaid distributions (whether or not declared) to, but not including, dividends on one Series D Preferred Share to the date of final distribution. Until the Liquidation Preference with respect to the Series D Preferred Partnership Units has been paid in full, no payment or shall be made under Section 13.2.A(3) with respect to any classes of ownership interest in the date Partnership that are junior in priority to the liquidation preference is set apart for payment (the “Liquidating Distributions”). B. If Series D Preferred Partnership Units. If, upon any such voluntary or involuntary liquidation, dissolution or winding up of the Partnership, the available assets of the Partnership are insufficient to pay the full amount of the Liquidating Distributions on all outstanding Series A Preferred Units and the corresponding amounts payable on all outstanding Parity Preferred Units, then the holders of Series A Preferred Units and Parity Preferred Units shall share ratably in any such distribution of assets in proportion to the full Liquidating Distributions to which they would otherwise be respectively entitled. C. Upon any voluntary or involuntary liquidation, dissolution or winding up of the Partnership, after payment or proceeds thereof, distributable with respect to the Series D Preferred Partnership Units shall have been made be insufficient to pay in full to the holders of Liquidation Preference and liquidating payments on any ownership interests in the Partnership that are on a parity with the Series A D Preferred Partnership Units, then such assets, or the proceeds thereof, shall be distributed among the Series D Preferred Partnership Units and any Parity such ownership interests in the Partnership on the same parity as the Series D Preferred Partnership Units, any other series or class or classes of Junior ratably in the same proportion as the respective amounts that would be payable on such Series D Preferred Units shall be entitled to receive any and all assets remaining to be paid or distributed, and the holders of the Series A Preferred Partnership Units and any Parity such other ownership interests in the Partnership on the same parity if all amounts payable thereon were paid in full. After payment in full of the Liquidation Preference, the Series D Preferred Partnership Units shall not be entitled to share therein. D. After payment of the full amount of the Liquidating Distributions to which they are entitled, holders of Series A Preferred Units will have no right or claim to any of the remaining assets of the Partnership. E. . For the avoidance purposes of doubtthis Section 4, the consolidation, (i) a consolidation or merger or conversion of the Partnership with one or into another entitymore partnerships, the merger of another entity with or into the Partnership, (ii) a statutory unit exchange by the Partnership sale or the sale, lease, transfer or conveyance of all or substantially all of the Partnership’s assets or business of the Partnership shall not be considered deemed to be a liquidation, dissolution or winding up of the affairs up, voluntary or involuntary, of the Partnership.

Liquidation Preference. A. (a) Upon any voluntary or involuntary liquidation, dissolution or winding winding-up of the affairs of the Partnership, before any distribution or payment shall be made to the holders General Partner, in its capacity as holder of any Common Units or Junior the Series F Preferred Units, the holders of the Series A Preferred Units then outstanding shall be entitled to be paid, or have the Partnership declare and set apart for payment, paid out of the assets of the Partnership legally available for distribution to its Partners after payment or provision for payment of all debts and other liabilities of the Partnership, a liquidation preference in cash of $25.00 1,000.00 per Series A F Preferred Unit (the “Base Liquidation Preference”)Unit, plus an amount equal to any accrued and unpaid distributions to the date of payment (whether or not declared) todeclared on such Series F Preferred Unit), but not includingbefore any distribution or payment shall be made to holders of Common Units or any other class or series of Partnership Units ranking junior to the Series F Preferred Units as to liquidation rights. In the event that, the date of payment or the date the liquidation preference is set apart for payment (the “Liquidating Distributions”). B. If upon any such voluntary or involuntary liquidation, dissolution or winding up of the Partnershipwinding-up, the available assets of the Partnership are insufficient to pay the full amount of the Liquidating Distributions liquidating distributions on all outstanding Series A F Preferred Units and the corresponding amounts payable on all outstanding Parity any other classes or series of Partnership Units ranking on a parity with the Series F Preferred Units in the distribution of assets, then the General Partner, in its capacity as the holder of the Series F Preferred Units, then and the holders of all other such classes or series of Partnership Units ranking on a parity with the Series A Preferred Units and Parity F Preferred Units shall share ratably in any such distribution of assets in proportion to the full Liquidating Distributions liquidating distributions to which they would otherwise be respectively entitled. C. Upon any voluntary . For the purposes of this Section 2, (i) the consolidation or involuntary merger of the Partnership or the General Partner with one or more partnerships, limited liability companies, corporations, real estate investment trusts or other entities and (ii) a sale, lease or conveyance of all or substantially all of the Partnership’s property or business shall not be deemed to constitute a liquidation, dissolution or winding winding-up of the Partnership, after payment shall have been made in full to the holders of the Series A Preferred Units and any Parity Preferred Units, any other series or class or classes of Junior Preferred Units shall be entitled to receive any and all assets remaining to be paid or distributed, and the holders of the Series A Preferred Units and any Parity Preferred Units shall not be entitled to share therein. D. (b) After payment of the full amount of the Liquidating Distributions liquidating distributions to which they are entitled, holders the General Partner, in its capacity as holder of the Series A F Preferred Units Units, will have no right or claim to any of the remaining assets of the Partnership. E. For the avoidance of doubt, the consolidation, merger or conversion of the Partnership with or into another entity, the merger of another entity with or into the Partnership, a statutory unit exchange by the Partnership or the sale, lease, transfer or conveyance of all or substantially all of the assets or business of the Partnership shall not be considered a liquidation, dissolution or winding up of the affairs of the Partnership.

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

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

Liquidation Preference. A. (i) Upon any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Partnership, before any distribution or payment shall be made to the holders of any Common Units or Junior Preferred Units, the holders of the Series A Preferred Mirror Units then outstanding shall be are entitled to be paid, or have the Partnership declare and set apart for payment, paid out of the assets of the Partnership legally available for distribution to its the Partners after payment or provision for payment of all debts and other liabilities pursuant to Section 13.2 of the Partnership, Partnership Agreement a liquidation preference in cash of $25.00 equal to the Stated Value per Series A Preferred Unit (the “Base Liquidation Preference”)Mirror Unit, plus an amount equal to any accrued and unpaid distributions (whether or not declared) to, but not including, to the date of payment payment, before any distribution of assets is made to holders of Class A Units and Class B Units or any other Partnership Interests that rank junior to the date the liquidation preference is set apart for payment (the “Liquidating Distributions”)Series A Preferred Mirror Units upon liquidation, dissolution or winding up. B. If (ii) In the event that, upon any such voluntary or involuntary liquidation, dissolution or winding up of the Partnershipup, the available assets of the Partnership are insufficient to pay the full amount of the Liquidating Distributions liquidating distributions on all outstanding Series A Preferred Mirror Units and the corresponding amounts payable on all outstanding Parity Preferred Units, then other Partnership Interests ranking on a parity with the holders of Series A Preferred Mirror Units and Parity Preferred Units shall share ratably in any such 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 classes, in proportion to the full Liquidating Distributions liquidating distributions to which they would otherwise be respectively entitled. C. Upon any voluntary or involuntary liquidation, dissolution or winding up of the Partnership, after payment shall have been made in full to the holders of the Series A Preferred Units and any Parity Preferred Units, any other series or class or classes of Junior Preferred Units shall be entitled to receive any and all assets remaining to be paid or distributed, and the holders of the Series A Preferred Units and any Parity Preferred Units shall not be entitled to share therein. D. (iii) After payment of the full amount of the Liquidating Distributions 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. E. For the avoidance of doubt, the consolidation, (iv) The consolidation or merger or conversion of the Partnership with or into another entityany other partnership, the merger limited liability company, corporation, trust or entity or of another any other partnership, limited liability company, corporation, trust or other entity with or into the Partnership, a statutory unit exchange by the Partnership or the sale, lease, transfer lease or conveyance of all or substantially all of the assets property or business of the Partnership Partnership, shall not be considered deemed to constitute a liquidation, dissolution or winding up of the affairs Partnership for purposes of the Partnershipthis Section 1(d).

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

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