Common use of Liquidation Preference Clause in Contracts

Liquidation Preference. (a) Upon any voluntary or involuntary liquidation, dissolution or winding up of the Partnership, before any allocation of income or gain by the Partnership shall be made to or set apart for the holders of any Junior Partnership Units, to the extent possible, the holders of Preferred Units shall be entitled to be allocated income and gain to effectively enable them to receive a liquidation preference (the “Liquidation Preference”) per Preferred Unit equal to the sum of (i) 91.93 (which is the quotient obtained by dividing $8 by 8.75%), plus (ii) any accumulated, accrued and unpaid distributions (whether or not earned or declared) to the date of final distribution to such holders; but such holders will not be entitled to any further payment or allocation. Until all holders of the Preferred Units have been paid the Liquidation Preference in full, no allocation of income or gain will be made to any holder of Junior Partnership Units upon the liquidation, dissolution or winding up of the Partnership. (b) If, upon any liquidation, dissolution or winding up of the Partnership, the assets of the Partnership, or proceeds thereof, distributable among the holders of Preferred Units shall be insufficient to pay in full the Liquidation Preference and liquidating payments on any Parity Partnership Units, then following certain allocations made by the Partnership, such assets, or the proceeds thereof, shall be distributed among the holders of Preferred Units and any such Parity Partnership Units ratably in the same proportion as the respective amounts that would be payable on such Preferred Units and any such Parity Partnership Units if all amounts payable thereon were paid in full. (c) A voluntary or involuntary liquidation, dissolution or winding up of the Partnership will not include a consolidation or merger of the Partnership with one or more partnerships, corporations or other entities, or a sale or transfer of all or substantially all of the Partnership’s assets. (d) Upon any liquidation, dissolution or winding up of the Partnership, after all allocations shall have been made in full to the holders of Preferred Units and any Parity Partnership Units to enable them to receive their respective liquidation preferences, any Junior Partnership Units shall be entitled to receive any and all assets remaining to be paid or distributed, and the holders of the Preferred Units and any Parity Partnership Units shall not be entitled to share therein.

Liquidation Preference. (a) Upon any voluntary or involuntary liquidation, dissolution or winding up of the Partnership, before any allocation of income or gain by the Partnership shall be made to or set apart for the holders of any Junior Partnership Units, to the extent possible, the holders of Preferred Units shall be entitled to be allocated income and gain to effectively enable them to receive a liquidation preference (the “Liquidation Preference”) per Preferred Unit equal to the sum of (i) 91.93 (which is the quotient obtained by dividing $8 by 8.75%)25 per Preferred Unit, plus (ii) any accumulated, accrued and unpaid distributions (whether or not earned or declared) to the date of final distribution to such holders; but such holders will shall not be entitled to any further payment allocation of income or allocationgain. Until all holders of the Preferred Units have been paid the Liquidation Preference in full, no allocation of income or gain will be made to any holder of Junior Partnership Units upon the liquidation, dissolution or winding up of the Partnership. (b) If, upon any liquidation, dissolution or winding up of the Partnership, the assets of the Partnership, or proceeds thereof, distributable among the holders of Preferred Partnership Units shall be insufficient to pay in full the Liquidation Preference and liquidating payments on any Parity Partnership Units, then following certain allocations made by the Partnership, such assets, or the proceeds thereof, shall be distributed among the holders of Preferred Units and any such Parity Partnership Units ratably in the same proportion as the respective amounts that would be payable on such Preferred Units and any such Parity Partnership Units if all amounts payable thereon were paid in full. (c) A voluntary or involuntary liquidation, dissolution or winding up of the Partnership will not include a consolidation or merger of the Partnership with one or more partnerships, corporations or other entities, or a sale or transfer of all or substantially all of the Partnership’s assets. (d) Upon any liquidation, dissolution or winding up of the Partnership, after all allocations shall have been made in full to the holders of Preferred Units and any Parity Partnership Units to enable them to receive their respective liquidation preferences, any Junior Partnership Units shall be entitled to receive any and all assets remaining to be paid or distributed, and the holders of the Preferred Units and any Parity Partnership Units shall not be entitled to share therein.

Liquidation Preference. (a) Upon Each 7.50% Cumulative Redeemable Preferred Unit shall be entitled to a liquidation preference of $100.00 per 7.50% Cumulative Redeemable Preferred Unit (“Liquidation Preference”). (b) In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Partnership, before any allocation Operating Partnership pursuant to Article VIII of income or gain by the Partnership shall be made to or set apart for the holders of any Junior Partnership Units, to the extent possibleAgreement, the holders of 7.50% Cumulative Redeemable Preferred Units then outstanding shall be entitled to be allocated income paid out of the assets of the Operating Partnership available for distribution, after and gain subject to effectively enable them the payment in full of all amounts required to receive a liquidation preference (be distributed to the “Liquidation Preference”) per Preferred Unit holders of Senior Units, but before any payment shall be made to the holders of Junior Units, an amount equal to the sum aggregate Liquidation Preference of (i) 91.93 (which is the quotient obtained 7.50% Cumulative Redeemable Preferred Units held by dividing $8 by 8.75%)such holder, plus (ii) any accumulated, an amount equal to accrued and unpaid distributions (whether or not earned or declared) to the date of final distribution to thereon, if any. If upon any such holders; but such holders will not be entitled to any further payment or allocation. Until all holders of the Preferred Units have been paid the Liquidation Preference in full, no allocation of income or gain will be made to any holder of Junior Partnership Units upon the liquidation, dissolution or winding up of the Partnership. (b) If, upon any liquidation, dissolution or winding up of Operating Partnership the Partnership, the remaining assets of the Partnership, Operating Partnership available for the distribution after payment in full of amounts required to be paid or proceeds thereof, distributable among the distributed to holders of Preferred Senior Units shall be insufficient to pay in full the Liquidation Preference and liquidating payments on any Parity Partnership Units, then following certain allocations made by the Partnership, such assets, or the proceeds thereof, shall be distributed among the holders of the 7.50% Cumulative Redeemable Preferred Units and any such Parity Partnership Units ratably in the same proportion as the respective amounts that would full amount to which they shall be payable on such Preferred Units and any such Parity Partnership Units if all amounts payable thereon were paid in full. (c) A voluntary or involuntary liquidationentitled, dissolution or winding up of the Partnership will not include a consolidation or merger of the Partnership with one or more partnerships, corporations or other entities, or a sale or transfer of all or substantially all of the Partnership’s assets. (d) Upon any liquidation, dissolution or winding up of the Partnership, after all allocations shall have been made in full to the holders of the 7.50% Cumulative Redeemable Preferred Units and any Parity Partnership Units to enable them to receive their respective liquidation preferences, any Junior Partnership Units shall be entitled to receive any and all assets remaining to be paid or distributedUnits, and the holders of any series of Parity Units, shall share ratably with other holders of Parity Units in any distribution of the remaining assets and funds of the Operating Partnership in proportion to the respective amounts which would otherwise be payable in respect to the Parity Units held by each of the said holders upon such distribution if all amounts payable on or with respect to said Parity Units were paid in full. After payment in full of the Liquidation Preference and accumulated and unpaid distributions to which they are entitled, the holders of 7.50% Cumulative Redeemable Preferred Units and any Parity Partnership Units shall not be entitled to share thereinany further participation in any distribution of the assets of the Operating Partnership.

Liquidation Preference. (a) Upon In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Partnership, whether voluntary or involuntary, before any allocation payment or distribution of income or gain by the Partnership (whether capital, surplus or otherwise) shall be made to or set apart for the holders of any Junior Partnership Units, to the extent possible, the holders of 8% Cumulative Redeemable Preferred Units shall be entitled to be allocated income and gain to effectively enable them to receive a liquidation preference one thousand dollars ($1,000.00) per 8% Cumulative Redeemable Preferred Unit (the “Liquidation Preference”) ), plus an amount per 8% Cumulative Redeemable Preferred Unit equal to the sum of all dividends (iwhether or not declared or earned) 91.93 (which is the quotient obtained by dividing $8 by 8.75%), plus (ii) any accumulated, accrued and unpaid distributions (whether or not earned or declared) on one share of 8% Cumulative Redeemable Preferred Stock to the date of final distribution to such holders; but such holders will shall not be entitled to any further payment or allocationpayment. Until all the holders of the 8% Cumulative Redeemable Preferred Units have been paid the Liquidation Preference in full, plus an amount equal to all dividends (whether or not declared or earned) accumulated, accrued and unpaid on the 8% Cumulative Redeemable Preferred Stock to the date of final distribution to such holders, no allocation of income or gain will payment shall be made to any holder of Junior Partnership Units upon the liquidation, dissolution or winding up of the Partnership. (b) . If, upon any liquidation, dissolution or winding up of the Partnership, the assets of the Partnership, or proceeds thereof, distributable among the holders of 8% Cumulative Redeemable Preferred Units shall be insufficient to pay in full the Liquidation Preference preferential amount aforesaid and liquidating payments on any Parity Partnership Units, then following certain allocations made by the Partnership, such assets, or the proceeds thereof, shall be distributed among the holders of 8% Cumulative Redeemable Preferred Units and any such Parity Partnership Units ratably in the same proportion as the respective amounts that would be payable on such 8% Cumulative Redeemable Preferred Units and any such other Parity Partnership Units if all amounts payable thereon were paid in full. . For the purposes of this Section 4, (ci) A voluntary or involuntary liquidation, dissolution or winding up of the Partnership will not include a consolidation or merger of the Partnership with one or more partnerships, corporations or other entities, or (ii) a sale or transfer of all or substantially all of the Partnership’s assetsassets shall not be deemed to be a liquidation, dissolution or winding up, voluntary or involuntary, of the Partnership. (db) Upon any liquidation, dissolution or winding up of the Partnership, after all allocations payment shall have been made in full to the holders of 8% Cumulative Redeemable Preferred Units and any Parity Partnership Units to enable them to receive their respective liquidation preferencesUnits, as provided in this Section 4, any other series or class or classes of Junior Partnership Units shall shall, subject to the respective terms thereof, be entitled to receive any and all assets remaining to be paid or distributed, and the holders of the 8% Cumulative Redeemable Preferred Units and any Parity Partnership Units shall not be entitled to share therein.

Liquidation Preference. (ai) Upon In the event of any voluntary or involuntary liquidation, dissolution or winding up of the PartnershipPartnership or the General Partner, whether voluntary or involuntary, before any allocation payment or distribution of income or gain by the assets of the Partnership shall be made to or set apart for the holders of any Junior Partnership Units, to the extent possibleGeneral Partner, in its capacity as the holders holder of the Series H Preferred Units Units, shall be entitled to be allocated income and gain to effectively enable them to receive a liquidation preference Twenty-Five Dollars ($25.00) per Series H Preferred Unit (the “Liquidation Preference”) per Preferred Unit plus an amount equal to the sum of (i) 91.93 (which is the quotient obtained by dividing $8 by 8.75%), plus (ii) any accumulated, accrued and unpaid all distributions (whether or not earned or declared) accrued and unpaid thereon to the date of final distribution to the General Partner, in its capacity as such holdersholder; but such holders will the General Partner, in its capacity as the holder of Series H Preferred Units, shall not be entitled to any further payment or allocationpayment. Until all holders of the Preferred Units have been paid the Liquidation Preference in fullIf, no allocation of income or gain will be made to upon any holder of Junior Partnership Units upon the such liquidation, dissolution or winding up of the Partnership. (b) If, upon any liquidation, dissolution Partnership or winding up of the PartnershipGeneral Partner, the assets of the Partnership, or proceeds thereof, distributable among to the holders General Partner, in its capacity as the holder of Series H Preferred Units Units, shall be insufficient to pay in full the Liquidation Preference preferential amount aforesaid and liquidating payments on any other Parity Partnership Units, then following certain allocations made by the Partnership, such assets, or the proceeds thereof, shall be distributed among the General Partner, in its capacity as the holder of such Series H Preferred Units, and the holders of Preferred Units and any such other Parity Partnership Units ratably in the same proportion as accordance with the respective amounts that would be payable on such Series H Preferred Units and any such other Parity Partnership Units if all amounts payable thereon were paid in full. . For the purposes of this Section C, (ci) A voluntary or involuntary liquidation, dissolution or winding up of the Partnership will not include a consolidation or merger of the Partnership or the General Partner with one or more partnerships, corporations or other entities, (ii) a statutory share exchange by the Partnership or the General Partner and (iii) a sale or transfer of all or substantially all of the Partnership’s or the General Partner’s assets, shall not be deemed to be a liquidation, dissolution or winding up, voluntary or involuntary, of the Partnership or General Partner. (dii) Upon 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 H Preferred Units upon any liquidation, dissolution or winding up of the General Partner or the Partnership, after all allocations payment shall have been made in full to the holders General Partner, in its capacity as the holder of the Series H Preferred Units and any Parity Partnership Units to enable them to receive their respective liquidation preferencesUnits, as provided in this Section, any series or class or classes of Junior Partnership Units shall shall, subject to any respective terms and provisions applying thereto, be entitled to receive any and all assets remaining to be paid or distributed, and the holders General Partner, in its capacity as the holder of the Series H Preferred Units and any Parity Partnership Units Units, shall not be entitled to share therein.

Liquidation Preference. (a) Upon Each 7.75%/8.00% Preferred Unit shall be entitled to a liquidation preference of $100 (“Liquidation Preference”). (b) In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Partnership, before any allocation Operating Partnership pursuant to Article VIII of income or gain by the Partnership shall be made to or set apart for the holders of any Junior Partnership Units, to the extent possibleAgreement, the holders of 7.75%/8.00% Preferred Units then outstanding shall be entitled to be allocated income paid out of the assets of the Operating Partnership available for distribution, after and gain subject to effectively enable them the payment in full of all amounts required to receive a liquidation preference (be distributed to the “Liquidation Preference”) per Preferred Unit holders of Senior Units, but before any payment shall be made to the holders of Junior Units, an amount equal to the sum aggregate Liquidation Preference of (i) 91.93 (which is the quotient obtained 7.75%/8.00% Preferred Units held by dividing $8 by 8.75%)such holder, plus (ii) any accumulated, an amount equal to accrued and unpaid distributions (whether or not earned or declared) to the date of final distribution to thereon, if any. If upon any such holders; but such holders will not be entitled to any further payment or allocation. Until all holders of the Preferred Units have been paid the Liquidation Preference in full, no allocation of income or gain will be made to any holder of Junior Partnership Units upon the liquidation, dissolution or winding up of the Partnership. (b) If, upon any liquidation, dissolution or winding up of Operating Partnership the Partnership, the remaining assets of the Partnership, Operating Partnership available for the distribution after payment in full of amounts required to be paid or proceeds thereof, distributable among the distributed to holders of Preferred Senior Units shall be insufficient to pay the holders of the 7.75%/8.00% Preferred Units the full amount to which they shall be entitled, the holders of the 7.75%/8.00% Preferred Units and the holders of any series of Parity Units shall share ratably with other holders of Parity Units in any distribution of the remaining assets and funds of the Operating Partnership in proportion to the respective amounts which would otherwise be payable in respect to the Parity Units held by each of the said holders upon such distribution if all amounts payable on or with respect to said Parity Units were paid in full. After payment in full of the Liquidation Preference and liquidating payments on any Parity Partnership Unitsaccumulated and unpaid distributions to which they are entitled, then following certain allocations made by the Partnership, such assets, or the proceeds thereof, shall be distributed among the holders of 7.75%/8.00% Preferred Units and any such Parity Partnership Units ratably in the same proportion as the respective amounts that would be payable on such Preferred Units and any such Parity Partnership Units if all amounts payable thereon were paid in full. (c) A voluntary or involuntary liquidation, dissolution or winding up of the Partnership will not include a consolidation or merger of the Partnership with one or more partnerships, corporations or other entities, or a sale or transfer of all or substantially all of the Partnership’s assets. (d) Upon any liquidation, dissolution or winding up of the Partnership, after all allocations shall have been made in full to the holders of Preferred Units and any Parity Partnership Units to enable them to receive their respective liquidation preferences, any Junior Partnership Units shall be entitled to receive any and all assets remaining to be paid or distributed, and the holders of the Preferred Units and any Parity Partnership Units shall not be entitled to share thereinany further participation in any distribution of the assets of the Operating Partnership.

Liquidation Preference. (a) Upon In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Partnership, whether voluntary or involuntary, before any allocation payment or distribution of income or gain by the Partnership (whether capital, surplus or otherwise) shall be made to or set apart for the holders of any Junior Partnership Units, to the extent possible, the holders of Class V Partnership Preferred Units shall be entitled to be allocated income and gain to effectively enable them to receive a liquidation preference Twenty-Five Dollars ($25.00) per Class V Partnership Preferred Unit (the “Liquidation Preference”) ), plus an amount per Class V Partnership Preferred Unit equal to the sum of all dividends (iwhether or not declared or earned) 91.93 (which is the quotient obtained by dividing $8 by 8.75%), plus (ii) any accumulated, accrued and unpaid distributions (whether or not earned or declared) on one share of Class V Preferred Stock to the date of final distribution to such holders; but such holders will shall not be entitled to any further payment or allocationpayment. Until all the holders of the Class V Partnership Preferred Units have been paid the Liquidation Preference in full, plus an amount equal to all dividends (whether or not declared or earned) accumulated, accrued and unpaid on the Class V Preferred Stock to the date of final distribution to such holders, no allocation of income or gain will payment shall be made to any holder of Junior Partnership Units upon the liquidation, dissolution or winding up of the Partnership. (b) . If, upon any liquidation, dissolution or winding up of the Partnership, the assets of the Partnership, or proceeds thereof, distributable among the holders of Class V Partnership Preferred Units shall be insufficient to pay in full the Liquidation Preference preferential amount aforesaid and liquidating payments on any Parity Partnership Units, then following certain allocations made by the Partnership, such assets, or the proceeds thereof, shall be distributed among the holders of Class V Partnership Preferred Units and any such Parity Partnership Units ratably in the same proportion as the respective amounts that would be payable on such Class V Partnership Preferred Units and any such other Parity Partnership Units if all amounts payable thereon were paid in full. . For the purposes of this Section 4, (ci) A voluntary or involuntary liquidation, dissolution or winding up of the Partnership will not include a consolidation or merger of the Partnership with one or more partnerships, corporations or other entities, or (ii) a sale or transfer of all or substantially all of the Partnership’s assets. (d) Upon any assets shall not be deemed to be a liquidation, dissolution or winding up up, voluntary or involuntary, of the Partnership, after all allocations shall have been made in full to the holders of Preferred Units and any Parity Partnership Units to enable them to receive their respective liquidation preferences, any Junior Partnership Units shall be entitled to receive any and all assets remaining to be paid or distributed, and the holders of the Preferred Units and any Parity Partnership Units shall not be entitled to share therein.

Liquidation Preference. (a) a. Upon any voluntary or involuntary liquidation, dissolution or winding up of the Partnership, before any allocation of income or gain by the Partnership shall be made to or set apart for the holders of any Junior Partnership Units, to the extent possible, the holders of Preferred Units shall be entitled to be allocated income and gain to effectively the extent necessary to enable them to receive a liquidation preference (the “"Liquidation Preference”") per Preferred Unit equal to the sum of (i) 91.93 (which is the quotient obtained by dividing $8 by 8.75%), 25 plus (ii) any accumulated, accrued and unpaid distributions (whether or not earned or declared) to the date of final distribution to such holders; but such holders will not be entitled to any further payment or allocation. Until all holders of the Preferred Units have been paid the Liquidation Preference in full, no allocation of income or gain will be made to any holder of Junior Partnership Units upon the liquidation, dissolution or winding up of the Partnership. (b) b. If, upon any voluntary or involuntary liquidation, dissolution or winding up of the Partnership, the assets of the Partnership, or proceeds thereof, distributable among the holders of Preferred Units shall be insufficient to pay in full the Liquidation Preference and liquidating payments on any Parity Partnership Units, then following certain appropriate allocations made by the Partnershipof Partnership income, gain, deduction and loss, such assets, or the proceeds thereof, shall be distributed among the holders of Preferred Units and any such Parity Partnership Units ratably in the same proportion as the respective amounts that would be payable on such Preferred Units and any such Parity Partnership Units if all amounts payable thereon were paid in full. (c) c. A voluntary or involuntary liquidation, dissolution or winding up of the Partnership will not include a consolidation or merger of the Partnership with one or more partnerships, corporations or other entities, or a sale or transfer of all or substantially all of the Partnership’s 's assets. (d) d. Upon any voluntary or involuntary liquidation, dissolution or winding up of the Partnership, after all allocations shall have been made in full to the holders of Preferred Units and any Parity Partnership Units to the extent necessary to enable them to receive their respective liquidation preferences, any Junior Partnership Units shall be entitled to receive any and all assets remaining to be paid or distributed, and the holders of the Preferred Units and any Parity Partnership Units shall not be entitled to share therein.

Liquidation Preference. (ai) Upon In the event of any voluntary or involuntary liquidation, dissolution or winding up of the PartnershipPartnership or the General Partner, whether voluntary or involuntary, before any allocation payment or distribution of income or gain by the assets of the Partnership (whether capital or surplus) shall be made to or set apart for the holders of any Junior Partnership Units, to the extent possibleGeneral Partner, in its capacity as the holders holder of the Class C Preferred Units Units, shall be entitled to be allocated income and gain to effectively enable them to receive a liquidation preference receive, out of the Partnership’s assets legally available for that purpose, Twenty-Five Dollars ($25.00) per Class C Preferred Unit (the “Liquidation Preference”) plus an amount per Class C Preferred Unit equal to all distributions (whether or not earned or declared) accrued and unpaid thereon to the sum date of (i) 91.93 (which is final distribution to the quotient obtained by dividing $8 by 8.75%)General Partner, plus (ii) in its capacity as such holder; but the General Partner, in its capacity as the holder of Class C Preferred Units, shall not be entitled to any accumulatedfurther payment. If, upon any such liquidation, dissolution or winding up of the Partnership or the General Partner, the assets of the Partnership, or proceeds thereof, distributable to the General Partner, in its capacity as the holder of Class C Preferred Units, shall be insufficient to pay in full the Liquidation Preference and all accrued and unpaid distributions (whether or not earned or declared) to and the date of final distribution to such holders; but such holders will not be entitled liquidation preference and all accrued and unpaid distributions with respect to any further payment or allocation. Until all holders of the Preferred Units have been paid the Liquidation Preference in full, no allocation of income or gain will be made to any holder of Junior Partnership Units upon the liquidation, dissolution or winding up of the Partnership. (b) If, upon any liquidation, dissolution or winding up of the Partnership, the assets of the Partnership, or proceeds thereof, distributable among the holders of Preferred Units shall be insufficient to pay in full the Liquidation Preference and liquidating payments on any other Parity Partnership Units, then following certain allocations made by the Partnership, such assets, or the proceeds thereof, shall be distributed among the General Partner, in its capacity as the holder of such Class C Preferred Units, and the holders of Preferred Units and any such other Parity Partnership Units ratably in the same proportion as accordance with the respective amounts that would be payable on such Class C Preferred Units and any such other Parity Partnership Units if all amounts payable thereon were paid in full. . For the purposes of this Section C, (ci) A voluntary or involuntary liquidation, dissolution or winding up of the Partnership will not include a consolidation or merger of the Partnership or the General Partner with one or more partnerships, corporations or other entities, (ii) a statutory share exchange by the Partnership or the General Partner and (iii) a sale or transfer of all or substantially all of the Partnership’s or the General Partner’s assets, shall not be deemed to be a liquidation, dissolution or winding up, voluntary or involuntary, of the Partnership or General Partner. (dii) Upon Subject to the rights of the holders of Partnership Units of any series or class or classes of shares ranking on a parity with or prior to the Class C Preferred Units upon any liquidation, dissolution or winding up of the General Partner or the Partnership, after all allocations payment shall have been made in full to the holders General Partner, in its capacity as the holder of the Class C Preferred Units and any Parity Partnership Units to enable them to receive their respective liquidation preferencesUnits, as provided in this Section C, any series or class or classes of Junior Partnership Units shall shall, subject to any respective terms and provisions applying thereto, be entitled to receive any and all assets remaining to be paid or distributed, and the holders General Partner, in its capacity as the holder of the Class C Preferred Units and any Parity Partnership Units Units, shall not be entitled to share therein.

Liquidation Preference. (a) Upon any voluntary or involuntary liquidation, dissolution or winding up of the Partnership, before any allocation of income or gain by the Partnership shall be made to or set apart for the holders of any Junior Partnership Units, to the extent possible, the holders of Preferred Units shall be entitled to be allocated income and gain to effectively enable them to receive a liquidation preference (the “"Liquidation Preference”") per Preferred Unit equal to the sum of (i) 91.93 (which is the quotient obtained by dividing $8 by 8.75%)25 per Preferred Unit, plus (ii) any accumulated, accrued and unpaid distributions (whether or not earned or declared) to the date of final distribution to such holders; but such holders will shall not be entitled to any further payment or allocation. Until all holders of the Preferred Units have been paid the Liquidation Preference in full, no allocation of income or gain will be made to any holder of Junior Partnership Units upon the liquidation, dissolution or winding up of the Partnership.holders (b) If, upon any liquidation, dissolution or winding up of the Partnership, the assets of the Partnership, or proceeds thereof, distributable among the holders of Preferred Partnership Units shall be insufficient to pay in full the Liquidation Preference and liquidating payments on any Parity Partnership Units, then following certain allocations made by the Partnership, such assets, or the proceeds thereof, shall be distributed among the holders of Preferred Units and any such Parity Partnership Units ratably in the same proportion as the respective amounts that would be payable on such Preferred Units and any such Parity Partnership Units if all amounts payable thereon were paid in full. (c) A voluntary or involuntary liquidation, dissolution or winding up of the Partnership will not include a consolidation or merger of the Partnership with one or more partnerships, corporations or other entities, or a sale or transfer of all or substantially all of the Partnership’s 's assets. (d) Upon any liquidation, dissolution or winding up of the Partnership, after all allocations shall have been made in full to the holders of Preferred Units and any Parity Partnership Units to enable them to receive their respective liquidation preferences, any Junior Partnership Units shall be entitled to receive any and all assets remaining to be paid or distributed, and the holders of the Preferred Units and any Parity Partnership Units shall not be entitled to share therein.

Liquidation Preference. (ai) Upon In the event of any voluntary or involuntary liquidation, dissolution or winding up of the PartnershipPartnership or the General Partner, whether voluntary or involuntary, before any allocation payment or distribution of income or gain by the assets of the Partnership (whether capital or surplus) shall be made to or set apart for the holders of any Junior Partnership Units, to the extent possibleGeneral Partner, in its capacity as the holders holder of the 8.125% Series A Cumulative Redeemable Preferred Units Units, shall be entitled to be allocated income and gain to effectively enable them to receive a liquidation preference receive, out of the Partnership’s assets legally available for that purpose, Twenty-Five Dollars ($25.00) per 8.125% Series A Cumulative Redeemable Preferred Unit (the “Liquidation Preference”) plus an amount per 8.125% Series A Cumulative Redeemable Preferred Unit equal to all distributions (whether or not earned or declared) accrued and unpaid thereon to the sum date of (i) 91.93 (which is final distribution to the quotient obtained by dividing $8 by 8.75%)General Partner, plus (ii) in its capacity as such holder; but the General Partner, in its capacity as the holder of 8.125% Series A Cumulative Redeemable Preferred Units, shall not be entitled to any accumulatedfurther payment. If, upon any such liquidation, dissolution or winding up of the Partnership or the General Partner, the assets of the Partnership, or proceeds thereof, distributable to the General Partner, in its capacity as the holder of 8.125% Series A Cumulative Redeemable Preferred Units, shall be insufficient to pay in full the Liquidation Preference and all accrued and unpaid distributions (whether or not earned or declared) to and the date of final distribution to such holders; but such holders will not be entitled liquidation preference and all accrued and unpaid distributions with respect to any further payment or allocation. Until all holders of the Preferred Units have been paid the Liquidation Preference in full, no allocation of income or gain will be made to any holder of Junior Partnership Units upon the liquidation, dissolution or winding up of the Partnership. (b) If, upon any liquidation, dissolution or winding up of the Partnership, the assets of the Partnership, or proceeds thereof, distributable among the holders of Preferred Units shall be insufficient to pay in full the Liquidation Preference and liquidating payments on any other Parity Partnership Units, then following certain allocations made by the Partnership, such assets, or the proceeds thereof, shall be distributed among the General Partner, in its capacity as the holder of such 8.125% Series A Cumulative Redeemable Preferred Units, and the holders of Preferred Units and any such other Parity Partnership Units ratably in the same proportion as accordance with the respective amounts that would be payable on such 8.125% Series A Cumulative Redeemable Preferred Units and any such other Parity Partnership Units if all amounts payable thereon were paid in full. . For the purposes of this Section C, (ci) A voluntary or involuntary liquidation, dissolution or winding up of the Partnership will not include a consolidation or merger of the Partnership or the General Partner with one or more partnerships, corporations or other entities, (ii) a statutory share exchange by the Partnership or the General Partner and (iii) a sale or transfer of all or substantially all of the Partnership’s or the General Partner’s assets, shall not be deemed to be a liquidation, dissolution or winding up, voluntary or involuntary, of the Partnership or General Partner. (dii) Upon 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 8.125% Series A Cumulative Redeemable Preferred Units upon any liquidation, dissolution or winding up of the General Partner or the Partnership, after all allocations payment shall have been made in full to the holders General Partner, in its capacity as the holder of the 8.125% Series A Cumulative Redeemable Preferred Units and any Parity Partnership Units to enable them to receive their respective liquidation preferencesUnits, as provided in this Section C, any series or class or classes of Junior Partnership Units shall shall, subject to any respective terms and provisions applying thereto, be entitled to receive any and all assets remaining to be paid or distributed, and the holders General Partner, in its capacity as the holder of the 8.125% Series A Cumulative Redeemable Preferred Units and any Parity Partnership Units Units, shall not be entitled to share therein.

Liquidation Preference. (a) Upon In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Partnership, before any allocation of income or gain by the Partnership shall be made to or set apart for the holders of any Junior Partnership Units, to the extent possibleCompany, the holders of Preferred Units shall will be entitled to be allocated income and gain paid out of the assets the Company has legally available for distribution to effectively enable them its Members, subject to receive the preferential rights of the holders of any Senior Units, a liquidation preference of $25.00 per unit (the “Base Liquidation Preference”) per Preferred Unit equal to the sum of (i) 91.93 (which is the quotient obtained by dividing $8 by 8.75%), plus (ii) an amount equal to any accumulated, accrued accumulated and unpaid distributions thereon (whether or not earned authorized or declared) to to, but excluding, the date of final payment, before any distribution of assets is made to such holdersholders of Junior Units; but and such holders will of Preferred Units shall not be entitled to any further payment payment. In the event that, upon any such voluntary or allocation. Until involuntary liquidation, dissolution or winding up, the available assets of the Company are insufficient to pay the amount of the liquidating distributions on all outstanding Preferred Units and the corresponding amounts payable on all Parity Units, the holders of the Preferred Units have been paid and all such Parity Units shall share ratably in any such distribution of assets in proportion to the Liquidation Preference in full, no allocation full liquidating distributions to which they would otherwise be respectively entitled. Holders of income or gain Preferred Units will be made entitled to written notice of any such liquidation no fewer than 30 days and no more than 60 days prior to the payment date stating the payment date or dates when, and the place or places where, the amounts distributable in each circumstance shall be payable. After payment of the full amount of the liquidating distributions to which they are entitled, the holders of Preferred Units will have no right or claim to any holder of Junior Partnership Units upon the remaining assets of the Company. The consolidation, conversion or merger of the Company with or into any corporation, trust or entity or of any other entity with or into the Company, or the sale, lease, transfer or conveyance of all or substantially all of the property or business, individually or in a series of related transactions, of the Company, shall not be deemed to constitute a liquidation, dissolution or winding up of the PartnershipCompany. (b) If, upon any liquidation, dissolution or winding up of the Partnership, the assets of the Partnership, or proceeds thereof, distributable among the holders of Preferred Units shall be insufficient to pay in full the Liquidation Preference and liquidating payments on any Parity Partnership Units, then following certain allocations made by the Partnership, such assets, or the proceeds thereof, shall be distributed among the holders of Preferred Units and any such Parity Partnership Units ratably in the same proportion as the respective amounts that would be payable on such Preferred Units and any such Parity Partnership Units if all amounts payable thereon were paid in full. (c) A voluntary or involuntary liquidation, dissolution or winding up of the Partnership will not include a consolidation or merger of the Partnership with one or more partnerships, corporations or other entities, or a sale or transfer of all or substantially all of the Partnership’s assets. (d) Upon any liquidation, dissolution or winding up of the Partnership, after all allocations shall have been made in full to the holders of Preferred Units and any Parity Partnership Units to enable them to receive their respective liquidation preferences, any Junior Partnership Units shall be entitled to receive any and all assets remaining to be paid or distributed, and the holders of the Preferred Units and any Parity Partnership Units shall not be entitled to share therein.

Liquidation Preference. (ai) Upon In the event of any voluntary or involuntary liquidation, dissolution or winding up of the PartnershipPartnership or the General Partner, whether voluntary or involuntary, before any allocation payment or distribution of income or gain by the assets of the Partnership shall be made to or set apart for the holders of any Junior Partnership Units, to the extent possibleGeneral Partner, in its capacity as the holders holder of the Series J Preferred Units Units, shall be entitled to be allocated income and gain to effectively enable them to receive a liquidation preference Twenty-Five Dollars ($25.00) per Series J Preferred Unit (the “Liquidation Preference”) per Preferred Unit plus an amount equal to the sum of (i) 91.93 (which is the quotient obtained by dividing $8 by 8.75%), plus (ii) any accumulated, accrued and unpaid all distributions (whether or not earned or declared) accrued and unpaid thereon to the date of final distribution to the General Partner, in its capacity as such holdersholder; but such holders will the General Partner, in its capacity as the holder of Series J Preferred Units, shall not be entitled to any further payment or allocationpayment. Until all holders of the Preferred Units have been paid the Liquidation Preference in fullIf, no allocation of income or gain will be made to upon any holder of Junior Partnership Units upon the such liquidation, dissolution or winding up of the Partnership. (b) If, upon any liquidation, dissolution Partnership or winding up of the PartnershipGeneral Partner, the assets of the Partnership, or proceeds thereof, distributable among to the holders General Partner, in its capacity as the holder of Series J Preferred Units Units, shall be insufficient to pay in full the Liquidation Preference preferential amount aforesaid and liquidating payments on any other Parity Partnership Units, then following certain allocations made by the Partnership, such assets, or the proceeds thereof, shall be distributed among the General Partner, in its capacity as the holder of such Series J Preferred Units, and the holders of Preferred Units and any such other Parity Partnership Units ratably in the same proportion as accordance with the respective amounts that would be payable on such Series J Preferred Units and any such other Parity Partnership Units if all amounts payable thereon were paid in full. . For the purposes of this Section C, (ci) A voluntary or involuntary liquidation, dissolution or winding up of the Partnership will not include a consolidation or merger of the Partnership or the General Partner with one or more partnerships, corporations or other entities, (ii) a statutory share exchange by the Partnership or the General Partner and (iii) a sale or transfer of all or substantially all of the Partnership’s or the General Partner’s assets, shall not be deemed to be a liquidation, dissolution or winding up, voluntary or involuntary, of the Partnership or General Partner. (dii) Upon 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 J Preferred Units upon any liquidation, dissolution or winding up of the General Partner or the Partnership, after all allocations payment shall have been made in full to the holders General Partner, in its capacity as the holder of the Series J Preferred Units and any Parity Partnership Units to enable them to receive their respective liquidation preferencesUnits, as provided in this Section, any series or class or classes of Junior Partnership Units shall shall, subject to any respective terms and provisions applying thereto, be entitled to receive any and all assets remaining to be paid or distributed, and the holders General Partner, in its capacity as the holder of the Series J Preferred Units and any Parity Partnership Units Units, shall not be entitled to share therein.

Liquidation Preference. (ai) Upon In the event of any voluntary or involuntary liquidation, dissolution or winding up of the PartnershipPartnership or the General Partner, whether voluntary or involuntary, before any allocation payment or distribution of income or gain by the assets of the Partnership shall be made to or set apart for the holders of any Junior Partnership Units, to the extent possibleGeneral Partner, in its capacity as the holders holder of the Series I Preferred Units Units, shall be entitled to be allocated income and gain to effectively enable them to receive a liquidation preference Twenty-Five Dollars ($25.00) per Series I Preferred Unit (the “"Liquidation Preference”") per Preferred Unit plus an amount equal to the sum of (i) 91.93 (which is the quotient obtained by dividing $8 by 8.75%), plus (ii) any accumulated, accrued and unpaid all distributions (whether or not earned or declared) accrued and unpaid thereon to the date of final distribution to the General Partner, in its capacity as such holdersholder; but such holders will the General Partner, in its capacity as the holder of Series I Preferred Units, shall not be entitled to any further payment or allocationpayment. Until all holders of the Preferred Units have been paid the Liquidation Preference in fullIf, no allocation of income or gain will be made to upon any holder of Junior Partnership Units upon the such liquidation, dissolution or winding up of the Partnership. (b) If, upon any liquidation, dissolution Partnership or winding up of the PartnershipGeneral Partner, the assets of the Partnership, or proceeds thereof, distributable among to the holders General Partner, in its capacity as the holder of Series I Preferred Units Units, shall be insufficient to pay in full the Liquidation Preference preferential amount aforesaid and liquidating payments on any other Parity Partnership Units, then following certain allocations made by the Partnership, such assets, or the proceeds thereof, shall be distributed among the General Partner, in its capacity as the holder of such Series I Preferred Units, and the holders of Preferred Units and any such other Parity Partnership Units ratably in the same proportion as accordance with the respective amounts that would be payable on such Series I Preferred Units and any such other Parity Partnership Units if all amounts payable thereon were paid in full. . For the purposes of this Section C, (ci) A voluntary or involuntary liquidation, dissolution or winding up of the Partnership will not include a consolidation or merger of the Partnership or the General Partner with one or more partnerships, corporations or other entities, (ii) a statutory share exchange by the Partnership or the General Partner and (iii) a sale or transfer of all or substantially all of the Partnership’s 's or the General Partner's assets, shall not be deemed to be a liquidation, dissolution or winding up, voluntary or involuntary, of the Partnership or General Partner. (dii) Upon 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 I Preferred Units upon any liquidation, dissolution or winding up of the General Partner or the Partnership, after all allocations payment shall have been made in full to the holders General Partner, in its capacity as the holder of the Series I Preferred Units and any Parity Partnership Units to enable them to receive their respective liquidation preferencesUnits, as provided in this Section, any series or class or classes of Junior Partnership Units shall shall, subject to any respective terms and provisions applying thereto, be entitled to receive any and all assets remaining to be paid or distributed, and the holders General Partner, in its capacity as the holder of the Series I Preferred Units and any Parity Partnership Units Units, shall not be entitled to share therein.

Liquidation Preference. (a) Upon Each 7.50% Cumulative Redeemable Preferred Unit shall be entitled to a liquidation preference of $100.00 per 7.50% Cumulative Redeemable Preferred Unit ("Liquidation Preference"). (b) In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Partnership, before any allocation Operating Partnership pursuant to Article VIII of income or gain by the Partnership shall be made to or set apart for the holders of any Junior Partnership Units, to the extent possibleAgreement, the holders of 7.50% Cumulative Redeemable Preferred Units then outstanding shall be entitled to be allocated income paid out of the assets of the Operating Partnership available for distribution, after and gain subject to effectively enable them the payment in full of all amounts required to receive a liquidation preference (be distributed to the “Liquidation Preference”) per Preferred Unit holders of Senior ▇▇▇▇▇, but before any payment shall be made to the holders of Junior Units, an amount equal to the sum aggregate Liquidation Preference of (i) 91.93 (which is the quotient obtained 7.50% Cumulative Redeemable Preferred Units held by dividing $8 by 8.75%)such holder, plus (ii) any accumulated, an amount equal to accrued and unpaid distributions (whether or not earned or declared) to the date of final distribution to thereon, if any. If upon any such holders; but such holders will not be entitled to any further payment or allocation. Until all holders of the Preferred Units have been paid the Liquidation Preference in full, no allocation of income or gain will be made to any holder of Junior Partnership Units upon the liquidation, dissolution or winding up of the Partnership. (b) If, upon any liquidation, dissolution or winding up of Operating Partnership the Partnership, the remaining assets of the Partnership, Operating Partnership available for the distribution after payment in full of amounts required to be paid or proceeds thereof, distributable among the distributed to holders of Preferred Senior Units shall be insufficient to pay in full the Liquidation Preference and liquidating payments on any Parity Partnership Units, then following certain allocations made by the Partnership, such assets, or the proceeds thereof, shall be distributed among the holders of the 7.50% Cumulative Redeemable Preferred Units and any such Parity Partnership Units ratably in the same proportion as the respective amounts that would full amount to which they shall be payable on such Preferred Units and any such Parity Partnership Units if all amounts payable thereon were paid in full. (c) A voluntary or involuntary liquidationentitled, dissolution or winding up of the Partnership will not include a consolidation or merger of the Partnership with one or more partnerships, corporations or other entities, or a sale or transfer of all or substantially all of the Partnership’s assets. (d) Upon any liquidation, dissolution or winding up of the Partnership, after all allocations shall have been made in full to the holders of the 7.50% Cumulative Redeemable Preferred Units and any Parity Partnership Units to enable them to receive their respective liquidation preferences, any Junior Partnership Units shall be entitled to receive any and all assets remaining to be paid or distributedUnits, and the holders of any series of Parity Units, shall share ratably with other holders of Parity Units in any distribution of the remaining assets and funds of the Operating Partnership in proportion to the respective amounts which would otherwise be payable in respect to the Parity Units held by each of the said holders upon such distribution if all amounts payable on or with respect to said Parity Units were paid in full. After payment in full of the Liquidation Preference and accumulated and unpaid distributions to which they are entitled, the holders of 7.50% Cumulative Redeemable Preferred Units and any Parity Partnership Units shall not be entitled to share thereinany further participation in any distribution of the assets of the Operating Partnership.

Liquidation Preference. (a) Upon Each 7.75%/8.00% Preferred Unit shall be entitled to a liquidation preference of $100 ("Liquidation Preference"). (b) In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Partnership, before any allocation Operating Partnership pursuant to Article VIII of income or gain by the Partnership shall be made to or set apart for the holders of any Junior Partnership Units, to the extent possibleAgreement, the holders of 7.75%/8.00% Preferred Units then outstanding shall be entitled to be allocated income paid out of the assets of the Operating Partnership available for distribution, after and gain subject to effectively enable them the payment in full of all amounts required to receive a liquidation preference (be distributed to the “Liquidation Preference”) per Preferred Unit holders of Senior Units, but before any payment shall be made to the holders of Junior Units, an amount equal to the sum aggregate Liquidation Preference of (i) 91.93 (which is the quotient obtained 7.75%/8.00% Preferred Units held by dividing $8 by 8.75%)such holder, plus (ii) any accumulated, an amount equal to accrued and unpaid distributions (whether or not earned or declared) to the date of final distribution to thereon, if any. If upon any such holders; but such holders will not be entitled to any further payment or allocation. Until all holders of the Preferred Units have been paid the Liquidation Preference in full, no allocation of income or gain will be made to any holder of Junior Partnership Units upon the liquidation, dissolution or winding up of the Partnership. (b) If, upon any liquidation, dissolution or winding up of Operating Partnership the Partnership, the remaining assets of the Partnership, Operating Partnership available for the distribution after payment in full of amounts required to be paid or proceeds thereof, distributable among the distributed to holders of Preferred Senior Units shall be insufficient to pay the holders of the 7.75%/8.00% Preferred Units the full amount to which they shall be entitled, the holders of the 7.75%/8.00% Preferred Units and the holders of any series of Parity Units shall share ratably with other holders of Parity Units in any distribution of the remaining assets and funds of the Operating Partnership in proportion to the respective amounts which would otherwise be payable in respect to the Parity Units held by each of the said holders upon such distribution if all amounts payable on or with respect to said Parity Units were paid in full. After payment in full of the Liquidation Preference and liquidating payments on any Parity Partnership Unitsaccumulated and unpaid distributions to which they are entitled, then following certain allocations made by the Partnership, such assets, or the proceeds thereof, shall be distributed among the holders of 7.75%/8.00% Preferred Units and any such Parity Partnership Units ratably in the same proportion as the respective amounts that would be payable on such Preferred Units and any such Parity Partnership Units if all amounts payable thereon were paid in full. (c) A voluntary or involuntary liquidation, dissolution or winding up of the Partnership will not include a consolidation or merger of the Partnership with one or more partnerships, corporations or other entities, or a sale or transfer of all or substantially all of the Partnership’s assets. (d) Upon any liquidation, dissolution or winding up of the Partnership, after all allocations shall have been made in full to the holders of Preferred Units and any Parity Partnership Units to enable them to receive their respective liquidation preferences, any Junior Partnership Units shall be entitled to receive any and all assets remaining to be paid or distributed, and the holders of the Preferred Units and any Parity Partnership Units shall not be entitled to share thereinany further participation in any distribution of the assets of the Operating Partnership.

Liquidation Preference. (a) Upon any voluntary or involuntary liquidation, dissolution or winding up of the Partnership, before any allocation of income or gain by the Partnership shall be made to or set apart for the holders of any Junior Partnership Units, to the extent possible, the holders of Preferred Units shall be entitled to be allocated income and gain to effectively the extent necessary to enable them to receive a liquidation preference (the “"Liquidation Preference”") per Preferred Unit equal to the sum of (i) 91.93 (which is the quotient obtained by dividing $8 by 8.75%), 25 plus (ii) any accumulated, accrued and unpaid distributions (whether or not earned or declared) to the date of final distribution to such holders; but such holders will not be entitled to any further payment or allocation. Until all holders of the Preferred Units have been paid the Liquidation Preference in full, no allocation of income or gain will be made to any holder of Junior Partnership Units upon the liquidation, dissolution or winding up of the Partnership. (b) If, upon any voluntary or involuntary liquidation, dissolution or winding up of the Partnership, the assets of the Partnership, or proceeds thereof, distributable among the holders of Preferred Units shall be insufficient to pay in full the Liquidation Preference and liquidating payments on any Parity Partnership Units, then following certain appropriate allocations made by the Partnershipof Partnership income, gain, deduction and loss, such assets, or the proceeds thereof, shall be distributed among the holders of Preferred Units and any such Parity Partnership Units ratably in the same proportion as the respective amounts that would be payable on such Preferred Units and any such Parity Partnership Units if all amounts payable thereon were paid in full. (c) A voluntary or involuntary liquidation, dissolution or winding up of the Partnership will not include a consolidation or merger of the Partnership with one or more partnerships, corporations or other entities, or a sale or transfer of all or substantially all of the Partnership’s 's assets. (d) Upon any voluntary or involuntary liquidation, dissolution or winding up of the Partnership, after all allocations shall have been made in full to the holders of Preferred Units and any Parity Partnership Units to the extent necessary to enable them to receive their respective liquidation preferences, any Junior Partnership Units shall be entitled to receive any and all assets remaining to be paid or distributed, and the holders of the Preferred Units and any Parity Partnership Units shall not be entitled to share therein.

Liquidation Preference. (ai) Upon In the event of any voluntary or involuntary liquidation, dissolution or winding up of the PartnershipPartnership or the General Partner, whether voluntary or involuntary, before any allocation payment or distribution of income or gain by the assets of the Partnership shall be made to or set apart for the holders of any Junior Partnership Units, to the extent possibleGeneral Partner, in its capacity as the holders holder of the Series K Preferred Units Units, shall be entitled to be allocated income and gain to effectively enable them to receive a liquidation preference Twenty-Five Dollars ($25.00) per Series K Preferred Unit (the “Liquidation Preference”) per Preferred Unit plus an amount equal to the sum of (i) 91.93 (which is the quotient obtained by dividing $8 by 8.75%), plus (ii) any accumulated, accrued and unpaid all distributions (whether or not earned or declared) accrued and unpaid thereon to the date of final distribution to the General Partner, in its capacity as such holdersholder; but such holders will the General Partner, in its capacity as the holder of Series K Preferred Units, shall not be entitled to any further payment or allocationpayment. Until all holders of the Preferred Units have been paid the Liquidation Preference in fullIf, no allocation of income or gain will be made to upon any holder of Junior Partnership Units upon the such liquidation, dissolution or winding up of the Partnership. (b) If, upon any liquidation, dissolution Partnership or winding up of the PartnershipGeneral Partner, the assets of the Partnership, or proceeds thereof, distributable among to the holders General Partner, in its capacity as the holder of Series K Preferred Units Units, shall be insufficient to pay in full the Liquidation Preference preferential amount aforesaid and liquidating payments on any other Parity Partnership Units, then following certain allocations made by the Partnership, such assets, or the proceeds thereof, shall be distributed among the General Partner, in its capacity as the holder of such Series K Preferred Units, and the holders of Preferred Units and any such other Parity Partnership Units ratably in the same proportion as accordance with the respective amounts that would be payable on such Series K Preferred Units and any such other Parity Partnership Units if all amounts payable thereon were paid in full. . For the purposes of this Section C, (ci) A voluntary or involuntary liquidation, dissolution or winding up of the Partnership will not include a consolidation or merger of the Partnership or the General Partner with one or more partnerships, corporations or other entities, (ii) a statutory share exchange by the Partnership or the General Partner and (iii) a sale or transfer of all or substantially all of the Partnership’s or the General Partner’s assets, shall not be deemed to be a liquidation, dissolution or winding up, voluntary or involuntary, of the Partnership or General Partner. (dii) Upon 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 K Preferred Units upon any liquidation, dissolution or winding up of the General Partner or the Partnership, after all allocations payment shall have been made in full to the holders General Partner, in its capacity as the holder of the Series K Preferred Units and any Parity Partnership Units to enable them to receive their respective liquidation preferencesUnits, as provided in this Section, any series or class or classes of Junior Partnership Units shall shall, subject to any respective terms and provisions applying thereto, be entitled to receive any and all assets remaining to be paid or distributed, and the holders General Partner, in its capacity as the holder of the Series K Preferred Units and any Parity Partnership Units Units, shall not be entitled to share therein.