Common use of Liquidation Rights Clause in Contracts

Liquidation Rights. (a) Upon any liquidation, dissolution, or winding up of the Company, whether voluntary or involuntary, before any distribution or payment shall be made to the holders of Common Stock, subject to the rights of any series of Preferred Stock that may from time to time come into existence, the holders of Series A Preferred, Series B Preferred and Series C Preferred shall be entitled to be paid out of the assets of the Company an amount per share of Series A Preferred, Series B Preferred and Series C Preferred, respectively, equal to their respective Original Issue Price plus all declared and unpaid dividends on the Series A Preferred, Series B Preferred and Series C Preferred, respectively (as adjusted for any stock dividends, combinations, splits, recapitalizations and the like with respect to such shares) for each share of Series A Preferred, Series B Preferred and Series C Preferred held by them. If, upon any such liquidation, distribution, or winding up, the assets of the Company shall be insufficient to make payment in full to all holders of Series A Preferred, Series B Preferred and Series C Preferred of the liquidation preference set forth in this Section 3(a), subject to the rights of any series of Preferred Stock that may from time to time come into existence, then such assets shall be distributed among the holders of Series A Preferred, Series B Preferred and Series C Preferred at the time outstanding, ratably in proportion to the full amounts to which they would otherwise be respectively entitled. (b) After the payment of the full liquidation preference of the Series A Preferred, Series B Preferred and Series C Preferred as set forth in Section 3(a) above, and any other distribution that may be required with respect to any series of Preferred Stock that may from time to time come into existence, the remaining assets of the Company legally available for distribution, if any, shall be distributed ratably to the holders of the Common Stock. (c) The following events shall be considered a liquidation under this Section: (i) any consolidation or merger of the Company with or into any other corporation or other entity or person in which the stockholders of the Company immediately prior to such consolidation or merger own less than 50% of the Company's voting power immediately after such consolidation or merger, excluding any consolidation or merger effected exclusively to change the domicile of the Company (an "Acquisition"); or (ii) a sale of all or substantially all of the assets of the Company (an "Asset Transfer"). (iii) In either of such events, if the consideration received by this Corporation is other than cash, its value will be deemed its fair market value as determined in good faith by the Board of Directors. Any securities shall be valued as follows: (A) Securities not subject to investment letter or other similar restrictions on free marketability covered by (B) below: (1) If traded on a securities exchange or through the Nasdaq National Market, the value shall be deemed to be the average of the closing prices of the securities on such quotation system over the thirty (30) day period ending three (3) days prior to the closing; (2) If actively traded over-the-counter, the value shall be deemed to be the average of the closing bid or sale prices (whichever is applicable) over the thirty (30) day period ending three (3) days prior to the closing; and (3) If there is no active public market, the value shall be the fair market value thereof, as determined by the Board of Directors. (B) The method of valuation of securities subject to investment letter or other restrictions on free marketability (other than restrictions arising solely by virtue of a stockholder's status as an affiliate or former affiliate) shall be to make an appropriate discount from the market value determined as above in (A) (1), (2) or (3) to reflect the approximate fair market value thereof, as determined by the Board of Directors.

Liquidation Rights. (a) Upon any liquidation, dissolution, or In the event of the dissolution and winding up of the CompanyPartnership under Section 12.4 or a sale, whether voluntary or involuntary, before any distribution or payment shall be made to the holders of Common Stock, subject to the rights of any series of Preferred Stock that may from time to time come into existence, the holders of Series A Preferred, Series B Preferred and Series C Preferred shall be entitled to be paid out of the assets of the Company an amount per share of Series A Preferred, Series B Preferred and Series C Preferred, respectively, equal to their respective Original Issue Price plus all declared and unpaid dividends on the Series A Preferred, Series B Preferred and Series C Preferred, respectively (as adjusted for any stock dividends, combinations, splits, recapitalizations and the like with respect to such shares) for each share of Series A Preferred, Series B Preferred and Series C Preferred held by them. If, upon any such liquidation, distributionexchange, or winding up, the assets of the Company shall be insufficient to make payment in full to all holders of Series A Preferred, Series B Preferred and Series C Preferred of the liquidation preference set forth in this Section 3(a), subject to the rights of any series of Preferred Stock that may from time to time come into existence, then such assets shall be distributed among the holders of Series A Preferred, Series B Preferred and Series C Preferred at the time outstanding, ratably in proportion to the full amounts to which they would otherwise be respectively entitled. (b) After the payment of the full liquidation preference of the Series A Preferred, Series B Preferred and Series C Preferred as set forth in Section 3(a) above, and any other distribution that may be required with respect to any series of Preferred Stock that may from time to time come into existence, the remaining assets of the Company legally available for distribution, if any, shall be distributed ratably to the holders of the Common Stock. (c) The following events shall be considered a liquidation under this Section: (i) any consolidation or merger of the Company with or into any other corporation or other entity or person in which the stockholders of the Company immediately prior to such consolidation or merger own less than 50% of the Company's voting power immediately after such consolidation or merger, excluding any consolidation or merger effected exclusively to change the domicile of the Company (an "Acquisition"); or (ii) a sale disposition of all or substantially all of the assets of the Company Partnership, either voluntary or involuntary, the Record Holders of the Series B Preferred Units shall be entitled to receive, out of the assets of the Partnership available for distribution to the Partners or any Assignees, prior and in preference to any distribution of any assets of the Partnership to the Record Holders of any other class or series of Partnership Interests (an "Asset Transfer"). (iii) In either of such events, if the consideration received by this Corporation is other than cashSeries B Senior Securities or Series B Parity Securities), its value will be deemed its fair market value as determined in good faith by the Board of Directors. Any securities shall be valued as follows: (A) Securities not subject to investment letter or other similar restrictions first, any accumulated and unpaid distributions on free marketability covered by the Series B Preferred Units (regardless of whether previously declared) and (B) below: (1) then, any positive value in each such holder’s Capital Account in respect of such Series B Preferred Units. If traded on a securities exchange in the year of such dissolution and winding up, or through the Nasdaq National Marketsale, the value shall be deemed to be the average exchange, or other disposition of all or substantially all of the closing prices assets of the securities on Partnership, any such quotation system over Record Holder’s Capital Account in respect of such Series B Preferred Units is less than the thirty (30) day period ending three (3) days aggregate Series B Base Liquidation Preference of such Series B Preferred Units, then, notwithstanding anything to the contrary contained in this Agreement, and prior to the closing; (2) If actively traded over-the-counter, the value shall be deemed any other allocation pursuant to be the average of the closing bid or sale prices (whichever is applicable) over the thirty (30) day period ending three (3) days prior this Agreement for such year and any distribution pursuant to the closing; and (3) If there is no active public market, the value shall be the fair market value thereof, as determined by the Board of Directors. (B) The method of valuation of securities subject to investment letter or other restrictions on free marketability preceding sentence (other than restrictions arising solely by virtue any allocations or distributions made with respect to any other Series B Parity Securities upon which like allocation and distribution rights have been conferred), items of a stockholder's status as an affiliate or former affiliate) gross income and gain shall be allocated to make an appropriate discount from all Unitholders then holding Series B Preferred Units, Pro Rata, until the market value determined as above Capital Account in respect of each Outstanding Series B Preferred Unit is equal to the Series B Base Liquidation Preference (A) and no other allocation pursuant to this Agreement shall reverse the effect of such allocation); provided, however, that in the event that like allocation rights have been conferred upon other Series B Parity Securities (1including pursuant to Sections 5.17(b)(v), 5.19(b)(v), 5.20(b)(v), 5.21(b)(v), 5.22(b)(v) and 5.23(b)(v)), then items of gross income and gain shall be allocated to all Unitholders then holding Series B Preferred Units and such Series B Parity Securities, Pro Rata, until the Capital Account in respect of each Outstanding Series B Preferred Unit and such Series B Parity Security is equal to the applicable liquidation preference (2and no other allocation pursuant to this Agreement shall reverse the effect of such allocation). If in the year of such dissolution and winding up any such Record Holder’s Capital Account in respect of such Series B Preferred Units is less than the aggregate Series B Base Liquidation Preference of such Series B Preferred Units after the application of the preceding sentence, then to the extent permitted by applicable law, but otherwise notwithstanding anything to the contrary contained in this Agreement, items of gross income and gain for any preceding taxable year(s) with respect to which IRS Form 1065 Schedules K-1 have not been filed by the Partnership shall be reallocated to all Unitholders then holding Series B Preferred Units, Pro Rata, until the Capital Account in respect of each such Outstanding Series B Preferred Unit after making allocations pursuant to this and the immediately preceding sentence is equal to the Series B Base Liquidation Preference (and no other allocation pursuant to this Agreement shall reverse the effect of such allocation); provided, however, that in the event like allocation rights have been conferred upon other Series B Parity Securities (including pursuant to Sections 5.17(b)(v), 5.19(b)(v), 5.20(b)(v), 5.21(b)(v), 5.22(b)(v) and 5.23(b)(v)), then any such items of gross income and gain shall be reallocated to all Unitholders then holding Series B Preferred Units and such Series B Parity Securities, Pro Rata, until the Capital Account in respect of each Outstanding Series B Preferred Unit and such Series B Parity Security after making allocations pursuant to this and the immediately preceding sentence is equal to the applicable liquidation preference (and no other allocation pursuant to this Agreement shall reverse the effect of such allocation). After such allocations have been made to the Outstanding Series B Preferred Units, and any Series B Parity Securities, as applicable, any remaining Net Termination Gain or Net Termination Loss shall be allocated to the Partners pursuant to Section 6.1(c) or (3) to reflect the approximate fair market value thereofSection 6.1(d), as determined the case may be. At the time of the dissolution of the Partnership, subject to Section 17-804 of the Delaware Act, the Record Holders of the Series B Preferred Units shall become entitled to receive any distributions in respect of the Series B Preferred Units that are accrued and unpaid as of the date of such distribution, and shall have the status of, and shall be entitled to all remedies available to, a creditor of the Partnership, and such entitlement of the Record Holders of the Series B Preferred Units to such accrued and unpaid distributions shall have priority over any entitlement of any other Partners or Assignees (other than holders of any Series B Senior Securities or Series B Parity Securities) with respect to any distributions by the Board Partnership to such other Partners or Assignees; provided, however, that the General Partner, as such, will have no liability for any obligations with respect to such distributions to any Record Holder(s) of DirectorsSeries B Preferred Units.

Liquidation Rights. (a) Upon any liquidation, dissolution, or In the event of the dissolution and winding up of the CompanyPartnership under Section 12.4 or a sale, whether voluntary or involuntary, before any distribution or payment shall be made to the holders of Common Stock, subject to the rights of any series of Preferred Stock that may from time to time come into existence, the holders of Series A Preferred, Series B Preferred and Series C Preferred shall be entitled to be paid out of the assets of the Company an amount per share of Series A Preferred, Series B Preferred and Series C Preferred, respectively, equal to their respective Original Issue Price plus all declared and unpaid dividends on the Series A Preferred, Series B Preferred and Series C Preferred, respectively (as adjusted for any stock dividends, combinations, splits, recapitalizations and the like with respect to such shares) for each share of Series A Preferred, Series B Preferred and Series C Preferred held by them. If, upon any such liquidation, distributionexchange, or winding up, the assets of the Company shall be insufficient to make payment in full to all holders of Series A Preferred, Series B Preferred and Series C Preferred of the liquidation preference set forth in this Section 3(a), subject to the rights of any series of Preferred Stock that may from time to time come into existence, then such assets shall be distributed among the holders of Series A Preferred, Series B Preferred and Series C Preferred at the time outstanding, ratably in proportion to the full amounts to which they would otherwise be respectively entitled. (b) After the payment of the full liquidation preference of the Series A Preferred, Series B Preferred and Series C Preferred as set forth in Section 3(a) above, and any other distribution that may be required with respect to any series of Preferred Stock that may from time to time come into existence, the remaining assets of the Company legally available for distribution, if any, shall be distributed ratably to the holders of the Common Stock. (c) The following events shall be considered a liquidation under this Section: (i) any consolidation or merger of the Company with or into any other corporation or other entity or person in which the stockholders of the Company immediately prior to such consolidation or merger own less than 50% of the Company's voting power immediately after such consolidation or merger, excluding any consolidation or merger effected exclusively to change the domicile of the Company (an "Acquisition"); or (ii) a sale disposition of all or substantially all of the assets of the Company Partnership, either voluntary or involuntary, the Record Holders of the Series A Preferred Units shall be entitled to receive, out of the assets of the Partnership available for distribution to the Partners or any Assignees, prior and in preference to any distribution of any assets of the Partnership to the Record Holders of any other class or series of Partnership Interests (an "Asset Transfer"). (iii) In either of such events, if the consideration received by this Corporation is other than cashSeries A Senior Securities or Series A Parity Securities), its value will be deemed its fair market value as determined in good faith by the Board of Directors. Any securities shall be valued as follows: (A) Securities not subject to investment letter or other similar restrictions first, any accumulated and unpaid distributions on free marketability covered by the Series A Preferred Units (regardless of whether previously declared) and (B) below: (1) then, any positive value in each such holder’s Capital Account in respect of such Series A Preferred Units. If traded on a securities exchange in the year of such dissolution and winding up, or through the Nasdaq National Marketsale, the value shall be deemed to be the average exchange, or other disposition of all or substantially all of the closing prices assets of the securities on Partnership, any such quotation system over Record Holder’s Capital Account in respect of such Series A Preferred Units is less than the thirty (30) day period ending three (3) days aggregate Series A Base Liquidation Preference of such Series A Preferred Units, then, notwithstanding anything to the contrary contained in this Agreement, and prior to the closing; (2) If actively traded over-the-counter, the value shall be deemed any other allocation pursuant to be the average of the closing bid or sale prices (whichever is applicable) over the thirty (30) day period ending three (3) days prior this Agreement for such year and any distribution pursuant to the closing; and (3) If there is no active public market, the value shall be the fair market value thereof, as determined by the Board of Directors. (B) The method of valuation of securities subject to investment letter or other restrictions on free marketability preceding sentence (other than restrictions arising solely by virtue any allocations or distributions made with respect to any other Series A Parity Securities upon which like allocation and distribution rights have been conferred), items of a stockholder's status as an affiliate or former affiliate) gross income and gain shall be allocated to make an appropriate discount from all Unitholders then holding Series A Preferred Units, Pro Rata, until the market value determined as above Capital Account in respect of each Outstanding Series A Preferred Unit is equal to the Series A Base Liquidation Preference (A) and no other allocation pursuant to this Agreement shall reverse the effect of such allocation); provided, however, that in the event that like allocation rights have been conferred upon other Series A Parity Securities (1including pursuant to Sections 5.18(b)(v), 5.19(b)(v), 5.20(b)(v), 5.21(b)(v), 5.22(b)(v) and 5.23(b)(v)), then items of gross income and gain shall be allocated to all Unitholders then holding Series A Preferred Units and such Series A Parity Securities, Pro Rata, until the Capital Account in respect of each Outstanding Series A Preferred Unit and such Series A Parity Security is equal to the applicable liquidation preference (2and no other allocation pursuant to this Agreement shall reverse the effect of such allocation). If in the year of such dissolution and winding up any such Record Holder’s Capital Account in respect of such Series A Preferred Units is less than the aggregate Series A Base Liquidation Preference of such Series A Preferred Units after the application of the preceding sentence, then to the extent permitted by applicable law, but otherwise notwithstanding anything to the contrary contained in this Agreement, items of gross income and gain for any preceding taxable year(s) with respect to which IRS Form 1065 Schedules K-1 have not been filed by the Partnership shall be reallocated to all Unitholders then holding Series A Preferred Units, Pro Rata, until the Capital Account in respect of each such Outstanding Series A Preferred Unit after making allocations pursuant to this and the immediately preceding sentence is equal to the Series A Base Liquidation Preference (and no other allocation pursuant to this Agreement shall reverse the effect of such allocation); provided, however, that in the event like allocation rights have been conferred upon other Series A Parity Securities (including pursuant to Sections 5.18(b)(v), 5.19(b)(v), 5.20(b)(v), 5.21(b)(v), 5.22(b)(v) and 5.23(b)(v)), then any such items of gross income and gain shall be reallocated to all Unitholders then holding Series A Preferred Units and such Series A Parity Securities, Pro Rata, until the Capital Account in respect of each Outstanding Series A Preferred Unit and such Series A Parity Security after making allocations pursuant to this and the immediately preceding sentence is equal to the applicable liquidation preference (and no other allocation pursuant to this Agreement shall reverse the effect of such allocation). After such allocations have been made to the Outstanding Series A Preferred Units, and any Series A Parity Securities, as applicable, any remaining Net Termination Gain or Net Termination Loss shall be allocated to the Partners pursuant to Section 6.1(c) or (3) to reflect the approximate fair market value thereofSection 6.1(d), as determined the case may be. At the time of the dissolution of the Partnership, subject to Section 17-804 of the Delaware Act, the Record Holders of the Series A Preferred Units shall become entitled to receive any distributions in respect of the Series A Preferred Units that are accrued and unpaid as of the date of such distribution, and shall have the status of, and shall be entitled to all remedies available to, a creditor of the Partnership, and such entitlement of the Record Holders of the Series A Preferred Units to such accrued and unpaid distributions shall have priority over any entitlement of any other Partners or Assignees (other than holders of any Series A Senior Securities or Series A Parity Securities) with respect to any distributions by the Board Partnership to such other Partners or Assignees; provided, however, that the General Partner, as such, will have no liability for any obligations with respect to such distributions to any Record Holder(s) of DirectorsSeries A Preferred Units.

Liquidation Rights. (a) Upon any liquidation, dissolution, or In the event of the dissolution and winding up of the CompanyPartnership under Section 12.4 or a sale, whether voluntary or involuntary, before any distribution or payment shall be made to the holders of Common Stock, subject to the rights of any series of Preferred Stock that may from time to time come into existence, the holders of Series A Preferred, Series B Preferred and Series C Preferred shall be entitled to be paid out of the assets of the Company an amount per share of Series A Preferred, Series B Preferred and Series C Preferred, respectively, equal to their respective Original Issue Price plus all declared and unpaid dividends on the Series A Preferred, Series B Preferred and Series C Preferred, respectively (as adjusted for any stock dividends, combinations, splits, recapitalizations and the like with respect to such shares) for each share of Series A Preferred, Series B Preferred and Series C Preferred held by them. If, upon any such liquidation, distributionexchange, or winding up, the assets of the Company shall be insufficient to make payment in full to all holders of Series A Preferred, Series B Preferred and Series C Preferred of the liquidation preference set forth in this Section 3(a), subject to the rights of any series of Preferred Stock that may from time to time come into existence, then such assets shall be distributed among the holders of Series A Preferred, Series B Preferred and Series C Preferred at the time outstanding, ratably in proportion to the full amounts to which they would otherwise be respectively entitled. (b) After the payment of the full liquidation preference of the Series A Preferred, Series B Preferred and Series C Preferred as set forth in Section 3(a) above, and any other distribution that may be required with respect to any series of Preferred Stock that may from time to time come into existence, the remaining assets of the Company legally available for distribution, if any, shall be distributed ratably to the holders of the Common Stock. (c) The following events shall be considered a liquidation under this Section: (i) any consolidation or merger of the Company with or into any other corporation or other entity or person in which the stockholders of the Company immediately prior to such consolidation or merger own less than 50% of the Company's voting power immediately after such consolidation or merger, excluding any consolidation or merger effected exclusively to change the domicile of the Company (an "Acquisition"); or (ii) a sale disposition of all or substantially all of the assets of the Company (an "Asset Transfer"). (iii) In Partnership, either voluntary or involuntary, the Record Holders of such events, if the consideration received by this Corporation is other than cash, its value will be deemed its fair market value as determined in good faith by the Board of Directors. Any securities Series G Preferred Units shall be valued as follows: (A) Securities not subject entitled to investment letter or other similar restrictions on free marketability covered by (B) below: (1) If traded on a securities exchange or through the Nasdaq National Marketreceive, the value shall be deemed to be the average out of the closing prices assets of the securities on such quotation system over the thirty (30) day period ending three (3) days prior Partnership available for distribution to the closing; (2) If actively traded over-the-counterPartners or any Assignees, the value shall be deemed prior and in preference to be the average any distribution of any assets of the closing bid or sale prices (whichever is applicable) over the thirty (30) day period ending three (3) days prior Partnership to the closing; and (3) If there is no active public market, the value shall be the fair market value thereof, as determined by the Board Record Holders of Directors. (B) The method any other class or series of valuation of securities subject to investment letter or other restrictions on free marketability Partnership Interests (other than restrictions arising solely by virtue of a stockholder's status as an affiliate Series G Senior Securities or former affiliate) shall be to make an appropriate discount from the market value determined as above in (A) (1Series G Parity Securities), (2i) first, any accumulated and unpaid distributions on the Series G Preferred Units (regardless of whether previously declared) and (ii) then, any positive value in each such holder’s Capital Account in respect of such Series G Preferred Units. If in the year of such dissolution and winding up, or sale, exchange, or other disposition of all or substantially all of the assets of the Partnership, any such Record Holder’s Capital Account in respect of such Series G Preferred Units is less than the aggregate Series G Base Liquidation Preference of such Series G Preferred Units, then, notwithstanding anything to the contrary contained in this Agreement, and prior to any other allocation pursuant to this Agreement for such year and any distribution pursuant to the preceding sentence (other than any allocations or distributions made with respect to any other Series G Parity Securities upon which like allocation and distribution rights have been conferred), items of gross income and gain shall be allocated to all Unitholders then holding Series G Preferred Units, Pro Rata, until the Capital Account in respect of each Outstanding Series G Preferred Unit is equal to the Series G Base Liquidation Preference (and no other allocation pursuant to this Agreement shall reverse the effect of such allocation); provided, however, that in the event that like allocation rights have been conferred upon other Series G Parity Securities (including pursuant to Sections 5.17(b)(v), 5.18(b)(v), 5.19(b)(v), 5.20(b)(v), 5.21(b)(v) and 5.22(b)(v)), then items of gross income and gain shall be allocated to all Unitholders then holding Series G Preferred Units and such Series G Parity Securities, Pro Rata, until the Capital Account in respect of each Outstanding Series G Preferred Unit and such Series G Parity Security is equal to the applicable liquidation preference (and no other allocation pursuant to this Agreement shall reverse the effect of such allocation). If in the year of such dissolution and winding up any such Record Holder’s Capital Account in respect of such Series G Preferred Units is less than the aggregate Series G Base Liquidation Preference of such Series G Preferred Units after the application of the preceding sentence, then to the extent permitted by applicable law, but otherwise notwithstanding anything to the contrary contained in this Agreement, items of gross income and gain for any preceding taxable year(s) with respect to which IRS Form 1065 Schedules K-1 have not been filed by the Partnership shall be reallocated to all Unitholders then holding Series G Preferred Units, Pro Rata, until the Capital Account in respect of each such Outstanding Series G Preferred Unit after making allocations pursuant to this and the immediately preceding sentence is equal to the Series G Base Liquidation Preference (and no other allocation pursuant to this Agreement shall reverse the effect of such allocation); provided, however, that in the event like allocation rights have been conferred upon other Series G Parity Securities (including pursuant to Sections 5.17(b)(v), 5.18(b)(v), 5.19(b)(v), 5.20(b)(v), 5.21(b)(v) and 5.22(b)(v)), then any such items of gross income and gain shall be reallocated to all Unitholders then holding Series G Preferred Units and such Series G Parity Securities, Pro Rata, until the Capital Account in respect of each Outstanding Series G Preferred Unit and such Series G Parity Security after making allocations pursuant to this and the immediately preceding sentence is equal to the applicable liquidation preference (and no other allocation pursuant to this Agreement shall reverse the effect of such allocation). After such allocations have been made to the Outstanding Series G Preferred Units and any Series G Parity Securities, as applicable, any remaining Net Termination Gain or Net Termination Loss shall be allocated to the Partners pursuant to Section 6.1(c) or (3) to reflect the approximate fair market value thereofSection 6.1(d), as determined the case may be. At the time of the dissolution of the Partnership, subject to Section 17-804 of the Delaware Act, the Record Holders of the Series G Preferred Units shall become entitled to receive any distributions in respect of the Series G Preferred Units that are accrued and unpaid as of the date of such distribution, and shall have the status of, and shall be entitled to all remedies available to, a creditor of the Partnership, and such entitlement of the Record Holders of the Series G Preferred Units to such accrued and unpaid distributions shall have priority over any entitlement of any other Partners or Assignees (other than holders of any Series G Senior Securities or Series G Parity Securities) with respect to any distributions by the Board Partnership to such other Partners or Assignees; provided, however, that the General Partner, as such, will have no liability for any obligations with respect to such distributions to any Record Holder(s) of DirectorsSeries G Preferred Units.

Liquidation Rights. (a) Upon In the event of any liquidation, dissolution, or and winding up of the CompanyPartnership under Section 12.4 or a sale, whether voluntary or involuntary, before any distribution or payment shall be made to the holders of Common Stock, subject to the rights of any series of Preferred Stock that may from time to time come into existence, the holders of Series A Preferred, Series B Preferred and Series C Preferred shall be entitled to be paid out of the assets of the Company an amount per share of Series A Preferred, Series B Preferred and Series C Preferred, respectively, equal to their respective Original Issue Price plus all declared and unpaid dividends on the Series A Preferred, Series B Preferred and Series C Preferred, respectively (as adjusted for any stock dividends, combinations, splits, recapitalizations and the like with respect to such shares) for each share of Series A Preferred, Series B Preferred and Series C Preferred held by them. If, upon any such liquidation, distributionexchange, or winding up, the assets of the Company shall be insufficient to make payment in full to all holders of Series A Preferred, Series B Preferred and Series C Preferred of the liquidation preference set forth in this Section 3(a), subject to the rights of any series of Preferred Stock that may from time to time come into existence, then such assets shall be distributed among the holders of Series A Preferred, Series B Preferred and Series C Preferred at the time outstanding, ratably in proportion to the full amounts to which they would otherwise be respectively entitled. (b) After the payment of the full liquidation preference of the Series A Preferred, Series B Preferred and Series C Preferred as set forth in Section 3(a) above, and any other distribution that may be required with respect to any series of Preferred Stock that may from time to time come into existence, the remaining assets of the Company legally available for distribution, if any, shall be distributed ratably to the holders of the Common Stock. (c) The following events shall be considered a liquidation under this Section: (i) any consolidation or merger of the Company with or into any other corporation or other entity or person in which the stockholders of the Company immediately prior to such consolidation or merger own less than 50% of the Company's voting power immediately after such consolidation or merger, excluding any consolidation or merger effected exclusively to change the domicile of the Company (an "Acquisition"); or (ii) a sale disposition of all or substantially all of the assets of the Company (an "Asset Transfer"). (iii) In Partnership, either voluntary or involuntary, the Record Holders of such eventsthe Series B Preferred Units shall be entitled to receive, if out of the consideration received by this Corporation is assets of the Partnership available for distribution to the Partners or any Assignees, prior and in preference to any distribution of any assets of the Partnership to the Record Holders of any other class or series of Partnership Interests other than cashthe Series B Preferred Units, its value will be deemed its fair market value as determined in good faith by the Board of Directors. Any securities shall be valued as follows: Series B Preferred Senior Securities, and the Series B Preferred Parity Securities, (A) Securities not subject to investment letter or other similar restrictions first, any accumulated and unpaid distributions on free marketability covered by the Series B Preferred Units (regardless of whether previously declared) and (B) below: then, any positive value in each such holder’s Capital Account in respect of such Series B Preferred Units. If in the year of such liquidation and winding up, or sale, exchange, or other disposition of all or substantially all of the assets of the Partnership, any such Record Holder’s Capital Account in respect of such Series B Preferred Units is less than the aggregate Series B Preferred Base Liquidation Preference of such Series B Preferred Units, then, after the allocations specified in Section 6.1(c)(i)(A) have been made, but otherwise notwithstanding anything to the contrary contained in this Agreement, and prior to any other allocation pursuant to this Agreement for such year and any distribution pursuant to the preceding sentence, items of gross income and gain shall be allocated to all Unitholders then holding Series B Preferred Units and Unitholders then holding any Series B Preferred Parity Securities, Pro Rata, until the Capital Account in respect of each Outstanding Series B Preferred Unit is equal to the Series B Preferred Base Liquidation Preference and the Capital Account in respect of each Outstanding Series B Preferred Parity Security is equal to the liquidation preference of such Series B Preferred Parity Security (1and no other allocation pursuant to this Agreement shall reverse the effect of such allocation). If in the year of such liquidation, dissolution, or winding up any such Record Holder’s Capital Account in respect of such Series B Preferred Units is less than the aggregate Series B Preferred Base Liquidation Preference of such Series B Preferred Units after the application of the preceding sentence, then to the extent permitted by applicable law and after making any allocations required under Section 6.1(c)(i)(A), but otherwise notwithstanding anything to the contrary contained in this Agreement, items of gross income and gain for any preceding taxable period(s) If traded on a securities exchange with respect to which IRS Form 1065 Schedules K-1 have not been filed by the Partnership shall be reallocated to all Unitholders then holding Series B Preferred Units and Unitholders then holding any Series B Preferred Parity Securities, Pro Rata, until after making allocations pursuant to this and the immediately preceding sentence the Capital Account in respect of each such Outstanding Series B Preferred Unit is equal to the Series B Preferred Base Liquidation Preference and the Capital Account in respect of each Outstanding Series B Preferred Parity Security is equal to the liquidation preference of such Series B Preferred Parity Security (and no other allocation pursuant to this Agreement shall reverse the effect of such allocation). After such allocations have been made to the Outstanding Series B Preferred Units and any Outstanding Series B Preferred Parity Securities, any remaining Net Termination Gain or through Net Termination Loss shall be allocated to the Nasdaq National MarketPartners pursuant to Section 6.1(c). At the time of the dissolution of the Partnership, subject to Section 17-804 of the Delaware Act, the value Record Holders of the Series B Preferred Units shall become entitled to receive any distributions in respect of the Series B Preferred Units that are accrued and unpaid as of the date of such distribution, and shall have the status of, and shall be deemed entitled to be the average all remedies available to, a creditor of the closing prices Partnership, and such entitlement of the securities on such quotation system over the thirty (30) day period ending three (3) days prior to the closing; (2) If actively traded over-the-counter, the value shall be deemed to be the average Record Holders of the closing bid Series B Preferred Units to such accrued and unpaid distributions shall have priority over any entitlement of any other Partners or sale prices (whichever is applicable) over Assignees with respect to any distributions by the thirty (30) day period ending three (3) days prior Partnership to such other Partners or Assignees except for distributions in respect of Series B Preferred Units pursuant to Section 5.15(b)(ii); provided, however, that the closing; and (3) If there is no active public market, the value shall be the fair market value thereofGeneral Partner, as determined by the Board such, will have no liability for any obligations with respect to such distributions to any Record Holder(s) of DirectorsSeries B Preferred Units. (B) The method of valuation of securities subject to investment letter or other restrictions on free marketability (other than restrictions arising solely by virtue of a stockholder's status as an affiliate or former affiliate) shall be to make an appropriate discount from the market value determined as above in (A) (1), (2) or (3) to reflect the approximate fair market value thereof, as determined by the Board of Directors.

Liquidation Rights. (a) Upon any liquidation, dissolution, or In the event of the dissolution and winding up of the CompanyPartnership under Section 12.4 or a sale, whether voluntary or involuntary, before any distribution or payment shall be made to the holders of Common Stock, subject to the rights of any series of Preferred Stock that may from time to time come into existence, the holders of Series A Preferred, Series B Preferred and Series C Preferred shall be entitled to be paid out of the assets of the Company an amount per share of Series A Preferred, Series B Preferred and Series C Preferred, respectively, equal to their respective Original Issue Price plus all declared and unpaid dividends on the Series A Preferred, Series B Preferred and Series C Preferred, respectively (as adjusted for any stock dividends, combinations, splits, recapitalizations and the like with respect to such shares) for each share of Series A Preferred, Series B Preferred and Series C Preferred held by them. If, upon any such liquidation, distributionexchange, or winding up, the assets of the Company shall be insufficient to make payment in full to all holders of Series A Preferred, Series B Preferred and Series C Preferred of the liquidation preference set forth in this Section 3(a), subject to the rights of any series of Preferred Stock that may from time to time come into existence, then such assets shall be distributed among the holders of Series A Preferred, Series B Preferred and Series C Preferred at the time outstanding, ratably in proportion to the full amounts to which they would otherwise be respectively entitled. (b) After the payment of the full liquidation preference of the Series A Preferred, Series B Preferred and Series C Preferred as set forth in Section 3(a) above, and any other distribution that may be required with respect to any series of Preferred Stock that may from time to time come into existence, the remaining assets of the Company legally available for distribution, if any, shall be distributed ratably to the holders of the Common Stock. (c) The following events shall be considered a liquidation under this Section: (i) any consolidation or merger of the Company with or into any other corporation or other entity or person in which the stockholders of the Company immediately prior to such consolidation or merger own less than 50% of the Company's voting power immediately after such consolidation or merger, excluding any consolidation or merger effected exclusively to change the domicile of the Company (an "Acquisition"); or (ii) a sale disposition of all or substantially all of the assets of the Company (an "Asset Transfer"). (iii) In Partnership, either voluntary or involuntary, the Record Holders of such events, if the consideration received by this Corporation is other than cash, its value will be deemed its fair market value as determined in good faith by the Board of Directors. Any securities Series I Preferred Units shall be valued as follows: (A) Securities not subject entitled to investment letter or other similar restrictions on free marketability covered by (B) below: (1) If traded on a securities exchange or through the Nasdaq National Marketreceive, the value shall be deemed to be the average out of the closing prices assets of the securities on such quotation system over the thirty (30) day period ending three (3) days prior Partnership available for distribution to the closing; (2) If actively traded over-the-counterPartners or any Assignees, the value shall be deemed prior and in preference to be the average any distribution of any assets of the closing bid or sale prices (whichever is applicable) over the thirty (30) day period ending three (3) days prior Partnership to the closing; and (3) If there is no active public market, the value shall be the fair market value thereof, as determined by the Board Record Holders of Directors. (B) The method any other class or series of valuation of securities subject to investment letter or other restrictions on free marketability Partnership Interests (other than restrictions arising solely by virtue Series I Senior Securities or Series I Parity Securities), the positive value in each such holder’s Capital Account in respect of a stockholder's status as an affiliate such Series I Preferred Units. If in the year of such dissolution and winding up, or former affiliate) sale, exchange, or other disposition of all or substantially all of the assets of the Partnership, any such Record Holder’s Capital Account in respect of such Series I Preferred Units is less than the aggregate Series I Base Liquidation Preference of such Series I Preferred Units, then, notwithstanding anything to the contrary contained in this Agreement, and prior to any other allocation pursuant to this Agreement for such year and any distribution pursuant to the preceding sentence (other than any allocations or distributions made with respect to any other Series I Parity Securities upon which like allocation and distribution rights have been conferred), items of gross income and gain shall be allocated to make an appropriate discount from all Unitholders then holding Series I Preferred Units, Pro Rata, until the market value determined as above Capital Account in respect of each Outstanding Series I Preferred Unit is equal to the Series I Base Liquidation Preference (A) and no other allocation pursuant to this Agreement shall reverse the effect of such allocation); provided, however, that in the event that like allocation rights have been conferred upon other Series I Parity Securities (1including pursuant to Sections 5.17(b)(v), 5.18(b)(v), 5.19(b)(v), 5.20(b)(v), 5.21(b)(v), 5.22(b)(v), 5.23(b)(v) and 5.25(b)(v)), then items of gross income and gain shall be allocated to all Unitholders then holding Series I Preferred Units and such Series I Parity Securities, Pro Rata, until the Capital Account in respect of each Outstanding Series I Preferred Unit and such Series I Parity Security is equal to the applicable liquidation preference (2and no other allocation pursuant to this Agreement shall reverse the effect of such allocation). If in the year of such dissolution and winding up any such Record Holder’s Capital Account in respect of such Series I Preferred Units is less than the aggregate Series I Base Liquidation Preference of such Series I Preferred Units after the application of the preceding sentence, then to the extent permitted by applicable law, but otherwise notwithstanding anything to the contrary contained in this Agreement, items of gross income and gain for any preceding taxable year(s) with respect to which IRS Form 1065 Schedules K-1 have not been filed by the Partnership shall be reallocated to all Unitholders then holding Series I Preferred Units, Pro Rata, until the Capital Account in respect of each such Outstanding Series I Preferred Unit after making allocations pursuant to this and the immediately preceding sentence is equal to the Series I Base Liquidation Preference (and no other allocation pursuant to this Agreement shall reverse the effect of such allocation); provided, however, that in the event like allocation rights have been conferred upon other Series I Parity Securities (including pursuant to Sections 5.17(b)(v), 5.18(b)(v), 5.19(b)(v), 5.20(b)(v), 5.21(b)(v), 5.22(b)(v), 5.23(b)(v) and 5.25(b)(v)), then any such items of gross income and gain shall be reallocated to all Unitholders then holding Series I Preferred Units and such Series I Parity Securities, Pro Rata, until the Capital Account in respect of each Outstanding Series I Preferred Unit and such Series I Parity Security after making allocations pursuant to this and the immediately preceding sentence is equal to the applicable liquidation preference (and no other allocation pursuant to this Agreement shall reverse the effect of such allocation). After such allocations have been made to the Outstanding Series I Preferred Units and any Series I Parity Securities, as applicable, any remaining Net Termination Gain or Net Termination Loss shall be allocated to the Partners pursuant to Section 6.1(c) or (3) to reflect the approximate fair market value thereofSection 6.1(d), as determined the case may be. At the time of the dissolution of the Partnership, subject to Section 17-804 of the Delaware Act, the Record Holders of the Series I Preferred Units shall become entitled to receive any distributions in respect of the Series I Preferred Units that are accrued and unpaid as of the date of such distribution, and shall have the status of, and shall be entitled to all remedies available to, a creditor of the Partnership, and such entitlement of the Record Holders of the Series I Preferred Units to such accrued and unpaid distributions shall have priority over any entitlement of any other Partners or Assignees (other than holders of any Series I Senior Securities or Series I Parity Securities) with respect to any distributions by the Board Partnership to such other Partners or Assignees; provided, however, that the General Partner, as such, will have no liability for any obligations with respect to such distributions to any Record Holder(s) of DirectorsSeries I Preferred Units.

Liquidation Rights. (a) Upon any liquidation, dissolution, or In the event of the dissolution and winding up of the CompanyPartnership under Section 12.4 or a sale, whether voluntary or involuntary, before any distribution or payment shall be made to the holders of Common Stock, subject to the rights of any series of Preferred Stock that may from time to time come into existence, the holders of Series A Preferred, Series B Preferred and Series C Preferred shall be entitled to be paid out of the assets of the Company an amount per share of Series A Preferred, Series B Preferred and Series C Preferred, respectively, equal to their respective Original Issue Price plus all declared and unpaid dividends on the Series A Preferred, Series B Preferred and Series C Preferred, respectively (as adjusted for any stock dividends, combinations, splits, recapitalizations and the like with respect to such shares) for each share of Series A Preferred, Series B Preferred and Series C Preferred held by them. If, upon any such liquidation, distributionexchange, or winding up, the assets of the Company shall be insufficient to make payment in full to all holders of Series A Preferred, Series B Preferred and Series C Preferred of the liquidation preference set forth in this Section 3(a), subject to the rights of any series of Preferred Stock that may from time to time come into existence, then such assets shall be distributed among the holders of Series A Preferred, Series B Preferred and Series C Preferred at the time outstanding, ratably in proportion to the full amounts to which they would otherwise be respectively entitled. (b) After the payment of the full liquidation preference of the Series A Preferred, Series B Preferred and Series C Preferred as set forth in Section 3(a) above, and any other distribution that may be required with respect to any series of Preferred Stock that may from time to time come into existence, the remaining assets of the Company legally available for distribution, if any, shall be distributed ratably to the holders of the Common Stock. (c) The following events shall be considered a liquidation under this Section: (i) any consolidation or merger of the Company with or into any other corporation or other entity or person in which the stockholders of the Company immediately prior to such consolidation or merger own less than 50% of the Company's voting power immediately after such consolidation or merger, excluding any consolidation or merger effected exclusively to change the domicile of the Company (an "Acquisition"); or (ii) a sale disposition of all or substantially all of the assets of the Company (an "Asset Transfer"). (iii) In Partnership, either voluntary or involuntary, the Record Holders of such events, if the consideration received by this Corporation is other than cash, its value will be deemed its fair market value as determined in good faith by the Board of Directors. Any securities Series H Preferred Units shall be valued as follows: (A) Securities not subject entitled to investment letter or other similar restrictions on free marketability covered by (B) below: (1) If traded on a securities exchange or through the Nasdaq National Marketreceive, the value shall be deemed to be the average out of the closing prices assets of the securities on such quotation system over the thirty (30) day period ending three (3) days prior Partnership available for distribution to the closing; (2) If actively traded over-the-counterPartners or any Assignees, the value shall be deemed prior and in preference to be the average any distribution of any assets of the closing bid or sale prices (whichever is applicable) over the thirty (30) day period ending three (3) days prior Partnership to the closing; and (3) If there is no active public market, the value shall be the fair market value thereof, as determined by the Board Record Holders of Directors. (B) The method any other class or series of valuation of securities subject to investment letter or other restrictions on free marketability Partnership Interests (other than restrictions arising solely by virtue of a stockholder's status as an affiliate Series H Senior Securities or former affiliate) shall be to make an appropriate discount from the market value determined as above in (A) (1Series H Parity Securities), (2i) first, any accumulated and unpaid distributions on the Series H Preferred Units (regardless of whether previously declared) and (ii) then, any positive value in each such holder’s Capital Account in respect of such Series H Preferred Units. If in the year of such dissolution and winding up, or sale, exchange, or other disposition of all or substantially all of the assets of the Partnership, any such Record Holder’s Capital Account in respect of such Series H Preferred Units is less than the aggregate Series H Base Liquidation Preference of such Series H Preferred Units, then, notwithstanding anything to the contrary contained in this Agreement, and prior to any other allocation pursuant to this Agreement for such year and any distribution pursuant to the preceding sentence (other than any allocations or distributions made with respect to any other Series H Parity Securities upon which like allocation and distribution rights have been conferred), items of gross income and gain shall be allocated to all Unitholders then holding Series H Preferred Units, Pro Rata, until the Capital Account in respect of each Outstanding Series H Preferred Unit is equal to the Series H Base Liquidation Preference (and no other allocation pursuant to this Agreement shall reverse the effect of such allocation); provided, however, that in the event that like allocation rights have been conferred upon other Series H Parity Securities (including pursuant to Sections 5.17(b)(v), 5.18(b)(v), 5.19(b)(v), 5.20(b)(v), 5.21(b)(v), 5.22(b)(v) and 5.23(b)(v)), then items of gross income and gain shall be allocated to all Unitholders then holding Series H Preferred Units and such Series H Parity Securities, Pro Rata, until the Capital Account in respect of each Outstanding Series H Preferred Unit and such Series H Parity Security is equal to the applicable liquidation preference (and no other allocation pursuant to this Agreement shall reverse the effect of such allocation). If in the year of such dissolution and winding up any such Record Holder’s Capital Account in respect of such Series H Preferred Units is less than the aggregate Series H Base Liquidation Preference of such Series H Preferred Units after the application of the preceding sentence, then to the extent permitted by applicable law, but otherwise notwithstanding anything to the contrary contained in this Agreement, items of gross income and gain for any preceding taxable year(s) with respect to which IRS Form 1065 Schedules K-1 have not been filed by the Partnership shall be reallocated to all Unitholders then holding Series H Preferred Units, Pro Rata, until the Capital Account in respect of each such Outstanding Series H Preferred Unit after making allocations pursuant to this and the immediately preceding sentence is equal to the Series H Base Liquidation Preference (and no other allocation pursuant to this Agreement shall reverse the effect of such allocation); provided, however, that in the event like allocation rights have been conferred upon other Series H Parity Securities (including pursuant to Sections 5.17(b)(v), 5.18(b)(v), 5.19(b)(v), 5.20(b)(v), 5.21(b)(v), 5.22(b)(v) and 5.23(b)(v)), then any such items of gross income and gain shall be reallocated to all Unitholders then holding Series H Preferred Units and such Series H Parity Securities, Pro Rata, until the Capital Account in respect of each Outstanding Series H Preferred Unit and such Series H Parity Security after making allocations pursuant to this and the immediately preceding sentence is equal to the applicable liquidation preference (and no other allocation pursuant to this Agreement shall reverse the effect of such allocation). After such allocations have been made to the Outstanding Series H Preferred Units and any Series H Parity Securities, as applicable, any remaining Net Termination Gain or Net Termination Loss shall be allocated to the Partners pursuant to Section 6.1(c) or (3) to reflect the approximate fair market value thereofSection 6.1(d), as determined the case may be. At the time of the dissolution of the Partnership, subject to Section 17-804 of the Delaware Act, the Record Holders of the Series H Preferred Units shall become entitled to receive any distributions in respect of the Series H Preferred Units that are accrued and unpaid as of the date of such distribution, and shall have the status of, and shall be entitled to all remedies available to, a creditor of the Partnership, and such entitlement of the Record Holders of the Series H Preferred Units to such accrued and unpaid distributions shall have priority over any entitlement of any other Partners or Assignees (other than holders of any Series H Senior Securities or Series H Parity Securities) with respect to any distributions by the Board Partnership to such other Partners or Assignees; provided, however, that the General Partner, as such, will have no liability for any obligations with respect to such distributions to any Record Holder(s) of DirectorsSeries H Preferred Units.

Liquidation Rights. (a) Upon In the event of any liquidation, dissolution, or and winding up of the CompanyPartnership under Section 12.4 or a sale, whether voluntary or involuntary, before any distribution or payment shall be made to the holders of Common Stock, subject to the rights of any series of Preferred Stock that may from time to time come into existence, the holders of Series A Preferred, Series B Preferred and Series C Preferred shall be entitled to be paid out of the assets of the Company an amount per share of Series A Preferred, Series B Preferred and Series C Preferred, respectively, equal to their respective Original Issue Price plus all declared and unpaid dividends on the Series A Preferred, Series B Preferred and Series C Preferred, respectively (as adjusted for any stock dividends, combinations, splits, recapitalizations and the like with respect to such shares) for each share of Series A Preferred, Series B Preferred and Series C Preferred held by them. If, upon any such liquidation, distributionexchange, or winding up, the assets of the Company shall be insufficient to make payment in full to all holders of Series A Preferred, Series B Preferred and Series C Preferred of the liquidation preference set forth in this Section 3(a), subject to the rights of any series of Preferred Stock that may from time to time come into existence, then such assets shall be distributed among the holders of Series A Preferred, Series B Preferred and Series C Preferred at the time outstanding, ratably in proportion to the full amounts to which they would otherwise be respectively entitled. (b) After the payment of the full liquidation preference of the Series A Preferred, Series B Preferred and Series C Preferred as set forth in Section 3(a) above, and any other distribution that may be required with respect to any series of Preferred Stock that may from time to time come into existence, the remaining assets of the Company legally available for distribution, if any, shall be distributed ratably to the holders of the Common Stock. (c) The following events shall be considered a liquidation under this Section: (i) any consolidation or merger of the Company with or into any other corporation or other entity or person in which the stockholders of the Company immediately prior to such consolidation or merger own less than 50% of the Company's voting power immediately after such consolidation or merger, excluding any consolidation or merger effected exclusively to change the domicile of the Company (an "Acquisition"); or (ii) a sale disposition of all or substantially all of the assets of the Company (an "Asset Transfer"). (iii) In Partnership, either voluntary or involuntary, the Record Holders of such eventsthe Series A Preferred Units shall be entitled to receive, if out of the consideration received by this Corporation is assets of the Partnership available for distribution to the Partners or any Assignees, prior and in preference to any distribution of any assets of the Partnership to the Record Holders of any other class or series of Partnership Interests other than cashthe Series A Preferred Units, its value will be deemed its fair market value as determined in good faith by the Board of Directors. Any securities shall be valued as follows: Series A Preferred Senior Securities, and the Series A Preferred Parity Securities, (A) Securities not subject to investment letter or other similar restrictions first, any accumulated and unpaid distributions on free marketability covered by the Series A Preferred Units (regardless of whether previously declared) and (B) below: then, any positive value in each such holder’s Capital Account in respect of such Series A Preferred Units. If in the year of such liquidation and winding up, or sale, exchange, or other disposition of all or substantially all of the assets of the Partnership, any such Record Holder’s Capital Account in respect of such Series A Preferred Units is less than the aggregate Series A Preferred Base Liquidation Preference of such Series A Preferred Units, then, after the allocations specified in Section 6.1(c)(i)(A) have been made, but otherwise notwithstanding anything to the contrary contained in this Agreement, and prior to any other allocation pursuant to this Agreement for such year and any distribution pursuant to the preceding sentence, items of gross income and gain shall be allocated to all Unitholders then holding Series A Preferred Units and Unitholders then holding any Series A Preferred Parity Securities, Pro Rata, until the Capital Account in respect of each Outstanding Series A Preferred Unit is equal to the Series A Preferred Base Liquidation Preference and the Capital Account in respect of each Outstanding Series A Preferred Parity Security is equal to the liquidation preference of such Series A Preferred Parity Security (1and no other allocation pursuant to this Agreement shall reverse the effect of such allocation). If in the year of such liquidation, dissolution, or winding up any such Record Holder’s Capital Account in respect of such Series A Preferred Units is less than the aggregate Series A Preferred Base Liquidation Preference of such Series A Preferred Units after the application of the preceding sentence, then to the extent permitted by applicable law and after making any allocations required under Section 6.1(c)(i)(A), but otherwise notwithstanding anything to the contrary contained in this Agreement, items of gross income and gain for any preceding taxable period(s) If traded on a securities exchange with respect to which IRS Form 1065 Schedules K-1 have not been filed by the Partnership shall be reallocated to all Unitholders then holding Series A Preferred Units and Unitholders then holding any Series A Preferred Parity Securities, Pro Rata, until after making allocations pursuant to this and the immediately preceding sentence the Capital Account in respect of each such Outstanding Series A Preferred Unit is equal to the Series A Preferred Base Liquidation Preference and the Capital Account in respect of each Outstanding Series A Preferred Parity Security is equal to the liquidation preference of such Series A Preferred Parity Security (and no other allocation pursuant to this Agreement shall reverse the effect of such allocation). After such allocations have been made to the Outstanding Series A Preferred Units and any Outstanding Series A Preferred Parity Securities, any remaining Net Termination Gain or through Net Termination Loss shall be allocated to the Nasdaq National MarketPartners pursuant to Section 6.1(c). At the time of the dissolution of the Partnership, subject to Section 17-804 of the Delaware Act, the value Record Holders of the Series A Preferred Units shall become entitled to receive any distributions in respect of the Series A Preferred Units that are accrued and unpaid as of the date of such distribution, and shall have the status of, and shall be deemed entitled to be the average all remedies available to, a creditor of the closing prices Partnership, and such entitlement of the securities on such quotation system over the thirty (30) day period ending three (3) days prior to the closing; (2) If actively traded over-the-counter, the value shall be deemed to be the average Record Holders of the closing bid Series A Preferred Units to such accrued and unpaid distributions shall have priority over any entitlement of any other Partners or sale prices (whichever is applicable) over Assignees with respect to any distributions by the thirty (30) day period ending three (3) days prior Partnership to such other Partners or Assignees except for distributions in respect of Series A Preferred Units pursuant to Section 5.14(b)(ii); provided, however, that the closing; and (3) If there is no active public market, the value shall be the fair market value thereofGeneral Partner, as determined by the Board such, will have no liability for any obligations with respect to such distributions to any Record Holder(s) of DirectorsSeries A Preferred Units. (B) The method of valuation of securities subject to investment letter or other restrictions on free marketability (other than restrictions arising solely by virtue of a stockholder's status as an affiliate or former affiliate) shall be to make an appropriate discount from the market value determined as above in (A) (1), (2) or (3) to reflect the approximate fair market value thereof, as determined by the Board of Directors.

Liquidation Rights. (a) Upon any liquidation, dissolution, or In the event of the dissolution and winding up of the CompanyPartnership under Section 12.4 or a sale, whether voluntary or involuntary, before any distribution or payment shall be made to the holders of Common Stock, subject to the rights of any series of Preferred Stock that may from time to time come into existence, the holders of Series A Preferred, Series B Preferred and Series C Preferred shall be entitled to be paid out of the assets of the Company an amount per share of Series A Preferred, Series B Preferred and Series C Preferred, respectively, equal to their respective Original Issue Price plus all declared and unpaid dividends on the Series A Preferred, Series B Preferred and Series C Preferred, respectively (as adjusted for any stock dividends, combinations, splits, recapitalizations and the like with respect to such shares) for each share of Series A Preferred, Series B Preferred and Series C Preferred held by them. If, upon any such liquidation, distributionexchange, or winding up, the assets of the Company shall be insufficient to make payment in full to all holders of Series A Preferred, Series B Preferred and Series C Preferred of the liquidation preference set forth in this Section 3(a), subject to the rights of any series of Preferred Stock that may from time to time come into existence, then such assets shall be distributed among the holders of Series A Preferred, Series B Preferred and Series C Preferred at the time outstanding, ratably in proportion to the full amounts to which they would otherwise be respectively entitled. (b) After the payment of the full liquidation preference of the Series A Preferred, Series B Preferred and Series C Preferred as set forth in Section 3(a) above, and any other distribution that may be required with respect to any series of Preferred Stock that may from time to time come into existence, the remaining assets of the Company legally available for distribution, if any, shall be distributed ratably to the holders of the Common Stock. (c) The following events shall be considered a liquidation under this Section: (i) any consolidation or merger of the Company with or into any other corporation or other entity or person in which the stockholders of the Company immediately prior to such consolidation or merger own less than 50% of the Company's voting power immediately after such consolidation or merger, excluding any consolidation or merger effected exclusively to change the domicile of the Company (an "Acquisition"); or (ii) a sale disposition of all or substantially all of the assets of the Company Partnership, either voluntary or involuntary, the Record Holders of the Series A Preferred Units shall be entitled to receive, out of the assets of the Partnership available for distribution to the Partners or any Assignees, prior and in preference to any distribution of any assets of the Partnership to the Record Holders of any other class or series of Partnership Interests, (an "Asset Transfer"). i) first, any accumulated and unpaid distributions on the Series A Preferred Units (iiiregardless of whether previously declared) In either and (ii) then, any positive value in each such holder’s Capital Account in respect of such eventsSeries A Preferred Units. If in the year of such dissolution and winding up, if or sale, exchange, or other disposition of all or substantially all of the consideration received assets of the Partnership, any such Record Holder’s Capital Account in respect of such Series A Preferred Units is less than the aggregate Series A Base Liquidation Preference of such Series A Preferred Units, then, notwithstanding anything to the contrary contained in this Agreement, and prior to any other allocation pursuant to this Agreement for such year and any distribution pursuant to the preceding sentence, items of gross income and gain shall be allocated to all Unitholders then holding Series A Preferred Units, Pro Rata, until the Capital Account in respect of each Outstanding Series A Preferred Unit is equal to the Series A Base Liquidation Preference (and no other allocation pursuant to this Agreement shall reverse the effect of such allocation). If in the year of such dissolution and winding up any such Record Holder’s Capital Account in respect of such Series A Preferred Units is less than the aggregate Series A Base Liquidation Preference of such Series A Preferred Units after the application of the preceding sentence, then to the extent permitted by applicable law, but otherwise notwithstanding anything to the contrary contained in this Corporation is other than cashAgreement, its value will be deemed its fair market value as determined in good faith items of gross income and gain for any preceding taxable year(s) with respect to which IRS Form 1065 Schedules K-1 have not been filed by the Board of Directors. Any securities Partnership shall be valued reallocated to all Unitholders then holding Series A Preferred Units, Pro Rata, until the Capital Account in respect of each such Outstanding Series A Preferred Unit after making allocations pursuant to this and the immediately preceding sentence is equal to the Series A Base Liquidation Preference (and no other allocation pursuant to this Agreement shall reverse the effect of such allocation). After such allocations have been made to the Outstanding Series A Preferred Units, any remaining Net Termination Gain or Net Termination Loss shall be allocated to the Partners pursuant to Section 6.1(c) or Section 6.1(d), as follows: (A) Securities not the case may be. At the time of the dissolution of the Partnership, subject to investment letter or other similar restrictions on free marketability covered by (B) below: (1) If traded on a securities exchange or through Section 17-804 of the Nasdaq National MarketDelaware Act, the value Record Holders of the Series A Preferred Units shall become entitled to receive any distributions in respect of the Series A Preferred Units that are accrued and unpaid as of the date of such distribution, and shall have the status of, and shall be deemed entitled to be the average all remedies available to, a creditor of the closing prices Partnership, and such entitlement of the securities on such quotation system over the thirty (30) day period ending three (3) days prior to the closing; (2) If actively traded over-the-counter, the value shall be deemed to be the average Record Holders of the closing bid Series A Preferred Units to such accrued and unpaid distributions shall have priority over any entitlement of any other Partners or sale prices (whichever is applicable) over Assignees with respect to any distributions by the thirty (30) day period ending three (3) days prior Partnership to such other Partners or Assignees; provided, however, that the closing; and (3) If there is no active public market, the value shall be the fair market value thereofGeneral Partner, as determined by the Board such, will have no liability for any obligations with respect to such distributions to any Record Holder(s) of DirectorsSeries A Preferred Units. (B) The method of valuation of securities subject to investment letter or other restrictions on free marketability (other than restrictions arising solely by virtue of a stockholder's status as an affiliate or former affiliate) shall be to make an appropriate discount from the market value determined as above in (A) (1), (2) or (3) to reflect the approximate fair market value thereof, as determined by the Board of Directors.

Liquidation Rights. (a) Upon the occurrence of any liquidationLiquidation Event, dissolutionSeries A Holders, or winding up Series B Holders and Series C Holders (to the extent their Series C Preferred Units have not been converted to Common Units in accordance with Section 16.8 prior to the occurrence of such Liquidation Event) shall be entitled to receive out of the Companyassets of the Partnership or proceeds thereof legally available for distribution to the Partners, whether voluntary (i) after satisfaction of all liabilities, if any, to creditors of the Partnership, (ii) after all applicable distributions of such assets or involuntaryproceeds being made to or set aside for the holders of any Senior Securities then Outstanding in respect of such Liquidation Event, (iii) concurrently with any applicable distributions of such assets or proceeds being made to or set aside for holders of any Series A Preferred Units, Series B Preferred Units, Series C Preferred Units or other Parity Securities then Outstanding in respect of such Liquidation Event and (iv) before any distribution of such assets or proceeds is made to or set aside for the holders of Common Units and any other classes or series of Junior Securities as to such distribution, a liquidating distribution or payment in full redemption of such Series A Preferred Units, Series B Preferred Units or Series C Preferred Units in an amount equal to the Series A Liquidation Preference, the Series B Liquidation Preference or the Adjusted Series C Liquidation Preference, as applicable. For purposes of clarity, upon the occurrence of any Liquidation Event, (x) the holders of then Outstanding Senior Securities shall be entitled to receive the applicable Liquidation Preference on such Senior Securities before any distribution shall be made with respect to the Series A Preferred Units, the Series B Preferred Units, the Series C Preferred Units or any Parity Securities and (y) the Series A Holders shall be entitled to the Series A Liquidation Preference per Series A Preferred Unit in cash, the Series B Holders shall be entitled to the Series B Liquidation Preference per Series B Preferred Unit in cash and the Series C Holders shall be entitled to the Adjusted Series C Liquidation Preference per Series C Preferred Unit in cash, in each case concurrently with any distribution made to the holders of any Parity Securities and before any distribution shall be made to the holders of Common StockUnits or any other Junior Securities. Series A Holders, subject Series B Holders and Series C Holders shall not be entitled to any other amounts from the rights of any series of Preferred Stock that may from time to time come into existencePartnership, in their capacity as Series A Holders, Series B Holders or Series C Holder, as applicable, after they have received the Series A Liquidation Preference, the holders Series B Liquidation Preference or the Adjusted Series C Liquidation Preference, as applicable. The payment of the Series A PreferredLiquidation Preference, Series B Liquidation Preference or Adjusted Series C Liquidation Preference shall be a payment in redemption of the Series A Preferred Units, the Series B Preferred Units or the Series C Preferred Units, as applicable, such that, from and after payment of the full Series A Liquidation Preference, Series B Liquidation Preference or Adjusted Series C Liquidation Preference, any such Series A Preferred Unit, Series B Preferred and Unit or Series C Preferred Unit, as applicable, shall thereafter be entitled cancelled and no longer be Outstanding. (b) If, in the event of any distribution or payment described in Section 16.4(a) above where the Partnership’s assets available for distribution to be paid out holders of the assets of the Company an amount per share of Outstanding Series A PreferredPreferred Units, Series B Preferred and Units, Series C Preferred, respectively, equal Preferred Units and any other Parity Securities are insufficient to their respective Original Issue Price plus all declared and unpaid dividends on satisfy the applicable Liquidation Preference for such Series A PreferredPreferred Units, Series B Preferred and Series C PreferredUnits, respectively (as adjusted for any stock dividends, combinations, splits, recapitalizations and the like with respect to such shares) for each share of Series A Preferred, Series B Preferred and Series C Preferred held by them. If, upon any such liquidation, distribution, or winding upUnits and Parity Securities, the Partnership’s then remaining assets or proceeds thereof legally available for distribution to unitholders of the Company shall be insufficient to make payment in full to all holders of Series A Preferred, Series B Preferred and Series C Preferred of the liquidation preference set forth in this Section 3(a), subject to the rights of any series of Preferred Stock that may from time to time come into existence, then such assets Partnership shall be distributed among the holders of Outstanding Series A PreferredPreferred Units, Series B Preferred and Units, Series C Preferred at the time outstandingUnits and such Parity Securities, as applicable, ratably in proportion on the basis of their relative aggregate Liquidation Preferences. To the extent that the Series A Holders, Series B Holders or Series C Holders receive a partial payment of their Series A Liquidation Preference, Series B Liquidation Preference or Adjusted Series C Liquidation Preference, as applicable, such partial payment shall reduce the Series A Liquidation Preference of their Series A Preferred Units, the Series B Liquidation Preference of their Series B Preferred Units or the Adjusted Series C Liquidation Preference of their Series C Preferred Units, as applicable, but only to the full amounts to which they would otherwise be respectively entitledextent of such amount paid. (bc) After the payment of the full liquidation preference of the Series A Preferred, Series B Preferred and Series C Preferred as set forth in Section 3(a) above, and any other distribution that may be required with respect to any series of Preferred Stock that may from time to time come into existence, the remaining assets of the Company legally available for distribution, if any, shall be distributed ratably applicable Liquidation Preference to the holders of the Common Stock. (c) The following events Outstanding Series A Preferred Units, Series B Preferred Units, Series C Preferred Units and any other Parity Securities, the Partnership’s remaining assets and funds shall be considered a liquidation under this Section: (i) any consolidation or merger distributed among the holders of the Company with or into Common Units and any other corporation or other entity or person in which the stockholders of the Company immediately prior Junior Securities then Outstanding according to such consolidation or merger own less than 50% of the Company's voting power immediately after such consolidation or merger, excluding any consolidation or merger effected exclusively to change the domicile of the Company (an "Acquisition"); or (ii) a sale of all or substantially all of the assets of the Company (an "Asset Transfer")their respective rights and preferences. (iii) In either of such events, if the consideration received by this Corporation is other than cash, its value will be deemed its fair market value as determined in good faith by the Board of Directors. Any securities shall be valued as follows: (A) Securities not subject to investment letter or other similar restrictions on free marketability covered by (B) below: (1) If traded on a securities exchange or through the Nasdaq National Market, the value shall be deemed to be the average of the closing prices of the securities on such quotation system over the thirty (30) day period ending three (3) days prior to the closing; (2) If actively traded over-the-counter, the value shall be deemed to be the average of the closing bid or sale prices (whichever is applicable) over the thirty (30) day period ending three (3) days prior to the closing; and (3) If there is no active public market, the value shall be the fair market value thereof, as determined by the Board of Directors. (B) The method of valuation of securities subject to investment letter or other restrictions on free marketability (other than restrictions arising solely by virtue of a stockholder's status as an affiliate or former affiliate) shall be to make an appropriate discount from the market value determined as above in (A) (1), (2) or (3) to reflect the approximate fair market value thereof, as determined by the Board of Directors.

Liquidation Rights. (a) Upon any liquidation, dissolution, or In the event of the dissolution and winding up of the CompanyPartnership under Section 12.4 or a sale, whether voluntary or involuntary, before any distribution or payment shall be made to the holders of Common Stock, subject to the rights of any series of Preferred Stock that may from time to time come into existence, the holders of Series A Preferred, Series B Preferred and Series C Preferred shall be entitled to be paid out of the assets of the Company an amount per share of Series A Preferred, Series B Preferred and Series C Preferred, respectively, equal to their respective Original Issue Price plus all declared and unpaid dividends on the Series A Preferred, Series B Preferred and Series C Preferred, respectively (as adjusted for any stock dividends, combinations, splits, recapitalizations and the like with respect to such shares) for each share of Series A Preferred, Series B Preferred and Series C Preferred held by them. If, upon any such liquidation, distributionexchange, or winding up, the assets of the Company shall be insufficient to make payment in full to all holders of Series A Preferred, Series B Preferred and Series C Preferred of the liquidation preference set forth in this Section 3(a), subject to the rights of any series of Preferred Stock that may from time to time come into existence, then such assets shall be distributed among the holders of Series A Preferred, Series B Preferred and Series C Preferred at the time outstanding, ratably in proportion to the full amounts to which they would otherwise be respectively entitled. (b) After the payment of the full liquidation preference of the Series A Preferred, Series B Preferred and Series C Preferred as set forth in Section 3(a) above, and any other distribution that may be required with respect to any series of Preferred Stock that may from time to time come into existence, the remaining assets of the Company legally available for distribution, if any, shall be distributed ratably to the holders of the Common Stock. (c) The following events shall be considered a liquidation under this Section: (i) any consolidation or merger of the Company with or into any other corporation or other entity or person in which the stockholders of the Company immediately prior to such consolidation or merger own less than 50% of the Company's voting power immediately after such consolidation or merger, excluding any consolidation or merger effected exclusively to change the domicile of the Company (an "Acquisition"); or (ii) a sale disposition of all or substantially all of the assets of the Company (an "Asset Transfer"). (iii) In Partnership, either voluntary or involuntary, the Record Holders of such events, if the consideration received by this Corporation is other than cash, its value will be deemed its fair market value as determined in good faith by the Board of Directors. Any securities Series E Preferred Units shall be valued as follows: (A) Securities not subject entitled to investment letter or other similar restrictions on free marketability covered by (B) below: (1) If traded on a securities exchange or through the Nasdaq National Marketreceive, the value shall be deemed to be the average out of the closing prices assets of the securities on such quotation system over the thirty (30) day period ending three (3) days prior Partnership available for distribution to the closing; (2) If actively traded over-the-counterPartners or any Assignees, the value shall be deemed prior and in preference to be the average any distribution of any assets of the closing bid or sale prices (whichever is applicable) over the thirty (30) day period ending three (3) days prior Partnership to the closing; and (3) If there is no active public market, the value shall be the fair market value thereof, as determined by the Board Record Holders of Directors. (B) The method any other class or series of valuation of securities subject to investment letter or other restrictions on free marketability Partnership Interests (other than restrictions arising solely by virtue of a stockholder's status as an affiliate Series E Senior Securities or former affiliate) shall be to make an appropriate discount from the market value determined as above in (A) (1Series E Parity Securities), (2i) first, any accumulated and unpaid distributions on the Series E Preferred Units (regardless of whether previously declared) and (ii) then, any positive value in each such holder’s Capital Account in respect of such Series E Preferred Units. If in the year of such dissolution and winding up, or sale, exchange, or other disposition of all or substantially all of the assets of the Partnership, any such Record Holder’s Capital Account in respect of such Series E Preferred Units is less than the aggregate Series E Base Liquidation Preference of such Series E Preferred Units, then, notwithstanding anything to the contrary contained in this Agreement, and prior to any other allocation pursuant to this Agreement for such year and any distribution pursuant to the preceding sentence (other than any allocations or distributions made with respect to any other Series E Parity Securities upon which like allocation and distribution rights have been conferred), items of gross income and gain shall be allocated to all Unitholders then holding Series E Preferred Units, Pro Rata, until the Capital Account in respect of each Outstanding Series E Preferred Unit is equal to the Series E Base Liquidation Preference (and no other allocation pursuant to this Agreement shall reverse the effect of such allocation); provided, however, that in the event that like allocation rights have been conferred upon other Series E Parity Securities (including pursuant to Sections 5.17(b)(v), 5.18(b)(v), 5.19(b)(v), 5.20(b)(v), 5.21(b)(v), 5.22(b)(v) and 5.23(b)(v)), then items of gross income and gain shall be allocated to all Unitholders then holding Series E Preferred Units and such Series E Parity Securities, Pro Rata, until the Capital Account in respect of each Outstanding Series E Preferred Unit and such Series E Parity Security is equal to the applicable liquidation preference (and no other allocation pursuant to this Agreement shall reverse the effect of such allocation). If in the year of such dissolution and winding up any such Record Holder’s Capital Account in respect of such Series E Preferred Units is less than the aggregate Series E Base Liquidation Preference of such Series E Preferred Units after the application of the preceding sentence, then to the extent permitted by applicable law, but otherwise notwithstanding anything to the contrary contained in this Agreement, items of gross income and gain for any preceding taxable year(s) with respect to which IRS Form 1065 Schedules K-1 have not been filed by the Partnership shall be reallocated to all Unitholders then holding Series E Preferred Units, Pro Rata, until the Capital Account in respect of each such Outstanding Series E Preferred Unit after making allocations pursuant to this and the immediately preceding sentence is equal to the Series E Base Liquidation Preference (and no other allocation pursuant to this Agreement shall reverse the effect of such allocation); provided, however, that in the event like allocation rights have been conferred upon other Series E Parity Securities (including pursuant to Sections 5.17(b)(v), 5.18(b)(v), 5.19(b)(v), 5.20(b)(v), 5.21(b)(v), 5.22(b)(v) and 5.23(b)(v)), then any such items of gross income and gain shall be reallocated to all Unitholders then holding Series E Preferred Units and such Series E Parity Securities, Pro Rata, until the Capital Account in respect of each Outstanding Series E Preferred Unit and such Series E Parity Security after making allocations pursuant to this and the immediately preceding sentence is equal to the applicable liquidation preference (and no other allocation pursuant to this Agreement shall reverse the effect of such allocation). After such allocations have been made to the Outstanding Series E Preferred Units and any Series E Parity Securities, as applicable, any remaining Net Termination Gain or Net Termination Loss shall be allocated to the Partners pursuant to Section 6.1(c) or (3) to reflect the approximate fair market value thereofSection 6.1(d), as determined the case may be. At the time of the dissolution of the Partnership, subject to Section 17-804 of the Delaware Act, the Record Holders of the Series E Preferred Units shall become entitled to receive any distributions in respect of the Series E Preferred Units that are accrued and unpaid as of the date of such distribution, and shall have the status of, and shall be entitled to all remedies available to, a creditor of the Partnership, and such entitlement of the Record Holders of the Series E Preferred Units to such accrued and unpaid distributions shall have priority over any entitlement of any other Partners or Assignees (other than holders of any Series E Senior Securities or Series E Parity Securities) with respect to any distributions by the Board Partnership to such other Partners or Assignees; provided, however, that the General Partner, as such, will have no liability for any obligations with respect to such distributions to any Record Holder(s) of DirectorsSeries E Preferred Units.

Liquidation Rights. (a) Upon any liquidation, dissolution, or In the event of the dissolution and winding up of the CompanyPartnership under Section 12.4 or a sale, whether voluntary or involuntary, before any distribution or payment shall be made to the holders of Common Stock, subject to the rights of any series of Preferred Stock that may from time to time come into existence, the holders of Series A Preferred, Series B Preferred and Series C Preferred shall be entitled to be paid out of the assets of the Company an amount per share of Series A Preferred, Series B Preferred and Series C Preferred, respectively, equal to their respective Original Issue Price plus all declared and unpaid dividends on the Series A Preferred, Series B Preferred and Series C Preferred, respectively (as adjusted for any stock dividends, combinations, splits, recapitalizations and the like with respect to such shares) for each share of Series A Preferred, Series B Preferred and Series C Preferred held by them. If, upon any such liquidation, distributionexchange, or winding up, the assets of the Company shall be insufficient to make payment in full to all holders of Series A Preferred, Series B Preferred and Series C Preferred of the liquidation preference set forth in this Section 3(a), subject to the rights of any series of Preferred Stock that may from time to time come into existence, then such assets shall be distributed among the holders of Series A Preferred, Series B Preferred and Series C Preferred at the time outstanding, ratably in proportion to the full amounts to which they would otherwise be respectively entitled. (b) After the payment of the full liquidation preference of the Series A Preferred, Series B Preferred and Series C Preferred as set forth in Section 3(a) above, and any other distribution that may be required with respect to any series of Preferred Stock that may from time to time come into existence, the remaining assets of the Company legally available for distribution, if any, shall be distributed ratably to the holders of the Common Stock. (c) The following events shall be considered a liquidation under this Section: (i) any consolidation or merger of the Company with or into any other corporation or other entity or person in which the stockholders of the Company immediately prior to such consolidation or merger own less than 50% of the Company's voting power immediately after such consolidation or merger, excluding any consolidation or merger effected exclusively to change the domicile of the Company (an "Acquisition"); or (ii) a sale disposition of all or substantially all of the assets of the Company Partnership, either voluntary or involuntary, the Record Holders of the Series C Preferred Units shall be entitled to receive, out of the assets of the Partnership available for distribution to the Partners or any Assignees, prior and in preference to any distribution of any assets of the Partnership to the Record Holders of any other class or series of Partnership Interests (an "Asset Transfer"). (iii) In either of such events, if the consideration received by this Corporation is other than cashSeries C Senior Securities or Series C Parity Securities), its value will be deemed its fair market value as determined in good faith by the Board of Directors. Any securities shall be valued as follows: (A) Securities not subject to investment letter or other similar restrictions on free marketability covered by (B) below: (1) If traded first, any accumulated and unpaid distributions on a securities exchange or through the Nasdaq National Market, the value shall be deemed to be the average Series C Preferred Units (regardless of the closing prices of the securities on such quotation system over the thirty (30whether previously declared) day period ending three (3) days prior to the closing; and (2) then, any positive value in each such holder’s Capital Account in respect of such Series C Preferred Units. If actively traded over-the-counterin the year of such dissolution and winding up, the value shall be deemed to be the average or sale, exchange, or other disposition of all or substantially all of the closing bid or sale prices (whichever assets of the Partnership, any such Record Holder’s Capital Account in respect of such Series C Preferred Units is applicable) over less than the thirty (30) day period ending three (3) days aggregate Series C Base Liquidation Preference of such Series C Preferred Units, then, notwithstanding anything to the contrary contained in this Agreement, and prior to any other allocation pursuant to this Agreement for such year and any distribution pursuant to the closing; and (3) If there is no active public market, the value shall be the fair market value thereof, as determined by the Board of Directors. (B) The method of valuation of securities subject to investment letter or other restrictions on free marketability preceding sentence (other than restrictions arising solely by virtue any allocations or distributions made with respect to any other Series C Parity Securities upon which like allocation and distribution rights have been conferred), items of a stockholder's status as an affiliate or former affiliate) gross income and gain shall be allocated to make an appropriate discount from all Unitholders then holding Series C Preferred Units, Pro Rata, until the market value determined as above Capital Account in respect of each Outstanding Series C Preferred Unit is equal to the Series C Base Liquidation Preference (A) and no other allocation pursuant to this Agreement shall reverse the effect of such allocation); provided, however, that in the event that like allocation rights have been conferred upon other Series C Parity Securities (1including pursuant to Sections 5.17(b)(v), 5.18(b)(v), 5.20(b)(v), 5.21(b)(v), 5.22(b)(v) and 5.23(b)(v)), then items of gross income and gain shall be allocated to all Unitholders then holding Series C Preferred Units and such Series C Parity Securities, Pro Rata, until the Capital Account in respect of each Outstanding Series C Preferred Unit and such Series C Parity Security is equal to the applicable liquidation preference (2and no other allocation pursuant to this Agreement shall reverse the effect of such allocation). If in the year of such dissolution and winding up any such Record Holder’s Capital Account in respect of such Series C Preferred Units is less than the aggregate Series C Base Liquidation Preference of such Series C Preferred Units after the application of the preceding sentence, then to the extent permitted by applicable law, but otherwise notwithstanding anything to the contrary contained in this Agreement, items of gross income and gain for any preceding taxable year(s) with respect to which IRS Form 1065 Schedules K-1 have not been filed by the Partnership shall be reallocated to all Unitholders then holding Series C Preferred Units, Pro Rata, until the Capital Account in respect of each such Outstanding Series C Preferred Unit after making allocations pursuant to this and the immediately preceding sentence is equal to the Series C Base Liquidation Preference (and no other allocation pursuant to this Agreement shall reverse the effect of such allocation); provided, however, that in the event like allocation rights have been conferred upon other Series C Parity Securities (including pursuant to Sections 5.17(b)(v), 5.18(b)(v), 5.20(b)(v), 5.21(b)(v), 5.22(b)(v) and 5.23(b)(v)), then any such items of gross income and gain shall be reallocated to all Unitholders then holding Series C Preferred Units and such Series C Parity Securities, Pro Rata, until the Capital Account in respect of each Outstanding Series C Preferred Unit and such Series C Parity Security after making allocations pursuant to this and the immediately preceding sentence is equal to the applicable liquidation preference (and no other allocation pursuant to this Agreement shall reverse the effect of such allocation). After such allocations have been made to the Outstanding Series C Preferred Units and any Series C Parity Securities, as applicable, any remaining Net Termination Gain or Net Termination Loss shall be allocated to the Partners pursuant to Section 6.1(c) or (3) to reflect the approximate fair market value thereofSection 6.1(d), as determined the case may be. At the time of the dissolution of the Partnership, subject to Section 17-804 of the Delaware Act, the Record Holders of the Series C Preferred Units shall become entitled to receive any distributions in respect of the Series C Preferred Units that are accrued and unpaid as of the date of such distribution, and shall have the status of, and shall be entitled to all remedies available to, a creditor of the Partnership, and such entitlement of the Record Holders of the Series C Preferred Units to such accrued and unpaid distributions shall have priority over any entitlement of any other Partners or Assignees (other than holders of any Series C Senior Securities or Series C Parity Securities) with respect to any distributions by the Board Partnership to such other Partners or Assignees; provided, however, that the General Partner, as such, will have no liability for any obligations with respect to such distributions to any Record Holder(s) of DirectorsSeries C Preferred Units.

Liquidation Rights. (a) Upon any liquidation, dissolution, or In the event of the dissolution and winding up of the CompanyPartnership under Section 12.4 or a sale, whether voluntary or involuntary, before any distribution or payment shall be made to the holders of Common Stock, subject to the rights of any series of Preferred Stock that may from time to time come into existence, the holders of Series A Preferred, Series B Preferred and Series C Preferred shall be entitled to be paid out of the assets of the Company an amount per share of Series A Preferred, Series B Preferred and Series C Preferred, respectively, equal to their respective Original Issue Price plus all declared and unpaid dividends on the Series A Preferred, Series B Preferred and Series C Preferred, respectively (as adjusted for any stock dividends, combinations, splits, recapitalizations and the like with respect to such shares) for each share of Series A Preferred, Series B Preferred and Series C Preferred held by them. If, upon any such liquidation, distributionexchange, or winding up, the assets of the Company shall be insufficient to make payment in full to all holders of Series A Preferred, Series B Preferred and Series C Preferred of the liquidation preference set forth in this Section 3(a), subject to the rights of any series of Preferred Stock that may from time to time come into existence, then such assets shall be distributed among the holders of Series A Preferred, Series B Preferred and Series C Preferred at the time outstanding, ratably in proportion to the full amounts to which they would otherwise be respectively entitled. (b) After the payment of the full liquidation preference of the Series A Preferred, Series B Preferred and Series C Preferred as set forth in Section 3(a) above, and any other distribution that may be required with respect to any series of Preferred Stock that may from time to time come into existence, the remaining assets of the Company legally available for distribution, if any, shall be distributed ratably to the holders of the Common Stock. (c) The following events shall be considered a liquidation under this Section: (i) any consolidation or merger of the Company with or into any other corporation or other entity or person in which the stockholders of the Company immediately prior to such consolidation or merger own less than 50% of the Company's voting power immediately after such consolidation or merger, excluding any consolidation or merger effected exclusively to change the domicile of the Company (an "Acquisition"); or (ii) a sale disposition of all or substantially all of the assets of the Company (an "Asset Transfer"). (iii) In Partnership, either voluntary or involuntary, the Record Holders of such events, if the consideration received by this Corporation is other than cash, its value will be deemed its fair market value as determined in good faith by the Board of Directors. Any securities Series C Preferred Units shall be valued as follows: (A) Securities not subject entitled to investment letter or other similar restrictions on free marketability covered by (B) below: (1) If traded on a securities exchange or through the Nasdaq National Marketreceive, the value shall be deemed to be the average out of the closing prices assets of the securities on such quotation system over the thirty (30) day period ending three (3) days prior Partnership available for distribution to the closing; (2) If actively traded over-the-counterPartners or any Assignees, the value shall be deemed prior and in preference to be the average any distribution of any assets of the closing bid or sale prices (whichever is applicable) over the thirty (30) day period ending three (3) days prior Partnership to the closing; and (3) If there is no active public market, the value shall be the fair market value thereof, as determined by the Board Record Holders of Directors. (B) The method any other class or series of valuation of securities subject to investment letter or other restrictions on free marketability Partnership Interests (other than restrictions arising solely by virtue of a stockholder's status as an affiliate Series C Senior Securities or former affiliate) shall be to make an appropriate discount from the market value determined as above in (A) (1Series C Parity Securities), (2i) first, any accumulated and unpaid distributions on the Series C Preferred Units (regardless of whether previously declared) and (ii) then, any positive value in each such holder’s Capital Account in respect of such Series C Preferred Units. If in the year of such dissolution and winding up, or sale, exchange, or other disposition of all or substantially all of the assets of the Partnership, any such Record Holder’s Capital Account in respect of such Series C Preferred Units is less than the aggregate Series C Base Liquidation Preference of such Series C Preferred Units, then, notwithstanding anything to the contrary contained in this Agreement, and prior to any other allocation pursuant to this Agreement for such year and any distribution pursuant to the preceding sentence (other than any allocations or distributions made with respect to any other Series C Parity Securities upon which like allocation and distribution rights have been conferred), items of gross income and gain shall be allocated to all Unitholders then holding Series C Preferred Units, Pro Rata, until the Capital Account in respect of each Outstanding Series C Preferred Unit is equal to the Series C Base Liquidation Preference (and no other allocation pursuant to this Agreement shall reverse the effect of such allocation); provided, however, that in the event that like allocation rights have been conferred upon other Series C Parity Securities (including pursuant to Sections 5.16(b)(v) and 5.17(b)(v)), then items of gross income and gain shall be allocated to all Unitholders then holding Series C Preferred Units and such Series C Parity Securities, Pro Rata, until the Capital Account in respect of each Outstanding Series C Preferred Unit and such Series C Parity Security is equal to the applicable liquidation preference (and no other allocation pursuant to this Agreement shall reverse the effect of such allocation). If in the year of such dissolution and winding up any such Record Holder’s Capital Account in respect of such Series C Preferred Units is less than the aggregate Series C Base Liquidation Preference of such Series C Preferred Units after the application of the preceding sentence, then to the extent permitted by applicable law, but otherwise notwithstanding anything to the contrary contained in this Agreement, items of gross income and gain for any preceding taxable year(s) with respect to which IRS Form 1065 Schedules K-1 have not been filed by the Partnership shall be reallocated to all Unitholders then holding Series C Preferred Units, Pro Rata, until the Capital Account in respect of each such Outstanding Series C Preferred Unit after making allocations pursuant to this and the immediately preceding sentence is equal to the Series C Base Liquidation Preference (and no other allocation pursuant to this Agreement shall reverse the effect of such allocation); provided, however, that in the event like allocation rights have been conferred upon other Series C Parity Securities (including pursuant to Sections 5.16(b)(v) and 5.17(b)(v)), then any such items of gross income and gain shall be reallocated to all Unitholders then holding Series C Preferred Units and such Series C Parity Securities, Pro Rata, until the Capital Account in respect of each Outstanding Series C Preferred Unit and such Series C Parity Security after making allocations pursuant to this and the immediately preceding sentence is equal to the applicable liquidation preference (and no other allocation pursuant to this Agreement shall reverse the effect of such allocation). After such allocations have been made to the Outstanding Series C Preferred Units and any Series C Parity Securities, as applicable, any remaining Net Termination Gain or Net Termination Loss shall be allocated to the Partners pursuant to Section 6.1(c) or (3) to reflect the approximate fair market value thereofSection 6.1(d), as determined the case may be. At the time of the dissolution of the Partnership, subject to Section 17-804 of the Delaware Act, the Record Holders of the Series C Preferred Units shall become entitled to receive any distributions in respect of the Series C Preferred Units that are accrued and unpaid as of the date of such distribution, and shall have the status of, and shall be entitled to all remedies available to, a creditor of the Partnership, and such entitlement of the Record Holders of the Series C Preferred Units to such accrued and unpaid distributions shall have priority over any entitlement of any other Partners or Assignees (other than holders of any Series C Senior Securities or Series C Parity Securities) with respect to any distributions by the Board Partnership to such other Partners or Assignees; provided, however, that the General Partner, as such, will have no liability for any obligations with respect to such distributions to any Record Holder(s) of DirectorsSeries C Preferred Units.

Liquidation Rights. (a) Upon any liquidation, dissolution, or In the event of the dissolution and winding up of the CompanyPartnership under Section 12.4 or a sale, whether voluntary or involuntary, before any distribution or payment shall be made to the holders of Common Stock, subject to the rights of any series of Preferred Stock that may from time to time come into existence, the holders of Series A Preferred, Series B Preferred and Series C Preferred shall be entitled to be paid out of the assets of the Company an amount per share of Series A Preferred, Series B Preferred and Series C Preferred, respectively, equal to their respective Original Issue Price plus all declared and unpaid dividends on the Series A Preferred, Series B Preferred and Series C Preferred, respectively (as adjusted for any stock dividends, combinations, splits, recapitalizations and the like with respect to such shares) for each share of Series A Preferred, Series B Preferred and Series C Preferred held by them. If, upon any such liquidation, distributionexchange, or winding up, the assets of the Company shall be insufficient to make payment in full to all holders of Series A Preferred, Series B Preferred and Series C Preferred of the liquidation preference set forth in this Section 3(a), subject to the rights of any series of Preferred Stock that may from time to time come into existence, then such assets shall be distributed among the holders of Series A Preferred, Series B Preferred and Series C Preferred at the time outstanding, ratably in proportion to the full amounts to which they would otherwise be respectively entitled. (b) After the payment of the full liquidation preference of the Series A Preferred, Series B Preferred and Series C Preferred as set forth in Section 3(a) above, and any other distribution that may be required with respect to any series of Preferred Stock that may from time to time come into existence, the remaining assets of the Company legally available for distribution, if any, shall be distributed ratably to the holders of the Common Stock. (c) The following events shall be considered a liquidation under this Section: (i) any consolidation or merger of the Company with or into any other corporation or other entity or person in which the stockholders of the Company immediately prior to such consolidation or merger own less than 50% of the Company's voting power immediately after such consolidation or merger, excluding any consolidation or merger effected exclusively to change the domicile of the Company (an "Acquisition"); or (ii) a sale disposition of all or substantially all of the assets of the Company Partnership, either voluntary or involuntary, the Record Holders of the Series C Preferred Units shall be entitled to receive, out of the assets of the Partnership available for distribution to the Partners or any Assignees, prior and in preference to any distribution of any assets of the Partnership to the Record Holders of any other class or series of Partnership Interests (an "Asset Transfer"). (iii) In either of such events, if the consideration received by this Corporation is other than cashSeries C Senior Securities or Series C Parity Securities), its value will be deemed its fair market value as determined in good faith by the Board of Directors. Any securities shall be valued as follows: (A) Securities not subject to investment letter or other similar restrictions on free marketability covered by (B) below: (1) If traded first, any accumulated and unpaid distributions on a securities exchange or through the Nasdaq National Market, the value shall be deemed to be the average Series C Preferred Units (regardless of the closing prices of the securities on such quotation system over the thirty (30whether previously declared) day period ending three (3) days prior to the closing; and (2) then, any positive value in each such holder’s Capital Account in respect of such Series C Preferred Units. If actively traded over-the-counterin the year of such dissolution and winding up, the value shall be deemed to be the average or sale, exchange, or other disposition of all or substantially all of the closing bid or sale prices (whichever assets of the Partnership, any such Record Holder’s Capital Account in respect of such Series C Preferred Units is applicable) over less than the thirty (30) day period ending three (3) days aggregate Series C Base Liquidation Preference of such Series C Preferred Units, then, notwithstanding anything to the contrary contained in this Agreement, and prior to any other allocation pursuant to this Agreement for such year and any distribution pursuant to the closing; and (3) If there is no active public market, the value shall be the fair market value thereof, as determined by the Board of Directors. (B) The method of valuation of securities subject to investment letter or other restrictions on free marketability preceding sentence (other than restrictions arising solely by virtue any allocations or distributions made with respect to any other Series C Parity Securities upon which like allocation and distribution rights have been conferred), items of a stockholder's status as an affiliate or former affiliate) gross income and gain shall be allocated to make an appropriate discount from all Unitholders then holding Series C Preferred Units, Pro Rata, until the market value determined as above Capital Account in respect of each Outstanding Series C Preferred Unit is equal to the Series C Base Liquidation Preference (A) and no other allocation pursuant to this Agreement shall reverse the effect of such allocation); provided, however, that in the event that like allocation rights have been conferred upon other Series C Parity Securities (1including pursuant to Sections 5.17(b)(v), 5.19(b)(v), 5.20(b)(v), 5.21(b)(v), 5.22(b)(v) and 5.23(b)(v)), then items of gross income and gain shall be allocated to all Unitholders then holding Series C Preferred Units and such Series C Parity Securities, Pro Rata, until the Capital Account in respect of each Outstanding Series C Preferred Unit and such Series C Parity Security is equal to the applicable liquidation preference (2and no other allocation pursuant to this Agreement shall reverse the effect of such allocation). If in the year of such dissolution and winding up any such Record Holder’s Capital Account in respect of such Series C Preferred Units is less than the aggregate Series C Base Liquidation Preference of such Series C Preferred Units after the application of the preceding sentence, then to the extent permitted by applicable law, but otherwise notwithstanding anything to the contrary contained in this Agreement, items of gross income and gain for any preceding taxable year(s) with respect to which IRS Form 1065 Schedules K-1 have not been filed by the Partnership shall be reallocated to all Unitholders then holding Series C Preferred Units, Pro Rata, until the Capital Account in respect of each such Outstanding Series C Preferred Unit after making allocations pursuant to this and the immediately preceding sentence is equal to the Series C Base Liquidation Preference (and no other allocation pursuant to this Agreement shall reverse the effect of such allocation); provided, however, that in the event like allocation rights have been conferred upon other Series C Parity Securities (including pursuant to Sections 5.17(b)(v), 5.19(b)(v), 5.20(b)(v), 5.21(b)(v), 5.22(b)(v) and 5.23(b)(v)), then any such items of gross income and gain shall be reallocated to all Unitholders then holding Series C Preferred Units and such Series C Parity Securities, Pro Rata, until the Capital Account in respect of each Outstanding Series C Preferred Unit and such Series C Parity Security after making allocations pursuant to this and the immediately preceding sentence is equal to the applicable liquidation preference (and no other allocation pursuant to this Agreement shall reverse the effect of such allocation). After such allocations have been made to the Outstanding Series C Preferred Units and any Series C Parity Securities, as applicable, any remaining Net Termination Gain or Net Termination Loss shall be allocated to the Partners pursuant to Section 6.1(c) or (3) to reflect the approximate fair market value thereofSection 6.1(d), as determined the case may be. At the time of the dissolution of the Partnership, subject to Section 17-804 of the Delaware Act, the Record Holders of the Series C Preferred Units shall become entitled to receive any distributions in respect of the Series C Preferred Units that are accrued and unpaid as of the date of such distribution, and shall have the status of, and shall be entitled to all remedies available to, a creditor of the Partnership, and such entitlement of the Record Holders of the Series C Preferred Units to such accrued and unpaid distributions shall have priority over any entitlement of any other Partners or Assignees (other than holders of any Series C Senior Securities or Series C Parity Securities) with respect to any distributions by the Board Partnership to such other Partners or Assignees; provided, however, that the General Partner, as such, will have no liability for any obligations with respect to such distributions to any Record Holder(s) of DirectorsSeries C Preferred Units.

Liquidation Rights. (a) Upon In the event of any voluntary or involuntary liquidation, dissolution, dissolution or winding up of the Company, whether voluntary or involuntary, before any distribution or payment shall be made to the holders of Common Stock, subject to the rights of any series of Preferred Stock that may from time to time come into existencePartnership, the holders holder of Series A Preferred, Series B Preferred and Series C Preferred shall Units will be entitled to be paid out of the assets the Partnership has legally available for distribution to owners of Units, subject to the preferential rights of the Company an amount per share holders of Series A Preferred, any class or series of Units of the Partnership it may issue ranking senior to the Series B Preferred and Series C PreferredUnits with respect to the distribution of assets upon liquidation, respectivelydissolution or winding up, a liquidation preference of Twenty-Five Dollars ($25.00) per Unit, plus an amount equal to their respective Original Issue Price plus all declared any accumulated and unpaid dividends on distributions to, but not including, the Series A Preferreddate of payment, before any distribution of assets is made to holders of Common Units or any other class or series of Units of the Partnership it may issue that ranks junior to the Series B Preferred and Units as to liquidation rights. After payment of the full amount of the liquidating distributions provided for in this Exhibit F to the holder of the Series C PreferredB Preferred Units, respectively (as adjusted for such holder shall have no right or claim to any stock dividends, combinations, splits, recapitalizations and of the like remaining assets of the Partnership with respect to such shares) for each share its holdings of Series A Preferred, Series B Preferred and Series C Preferred held by them. IfUnits. (b) In the event that, upon any such voluntary or involuntary liquidation, distribution, dissolution or winding up, the available assets of the Company shall be Partnership are insufficient to make payment in full to pay the amount of the liquidating distributions on all holders of Series A Preferred, outstanding Series B Preferred Units and Series C Preferred the corresponding amounts payable on all other classes or series of Units of the liquidation preference set forth Partnership that it may issue ranking on a parity with the Series B Preferred Units in this Section 3(a), subject to the rights distribution of any series of Preferred Stock that may from time to time come into existenceassets, then such assets shall be distributed among the holders of Series A Preferred, the Series B Preferred Units and Series C Preferred at the time outstanding, all other such classes or series of Units shall share ratably in any such distribution of assets in proportion to the full amounts liquidating distributions to which they would otherwise be respectively entitled. (b) After the payment of the full liquidation preference of the Series A Preferred, Series B Preferred and Series C Preferred as set forth in Section 3(a) above, and any other distribution that may be required with respect to any series of Preferred Stock that may from time to time come into existence, the remaining assets of the Company legally available for distribution, if any, shall be distributed ratably to the holders of the Common Stock. (c) The following events shall be considered a liquidation under this Section: (i) any consolidation or merger of the Company with or into any other corporation or other entity or person in which the stockholders of the Company immediately prior to such consolidation or merger own less than 50% of the Company's voting power immediately after such consolidation or merger, excluding any consolidation or merger effected exclusively to change the domicile of the Company (an "Acquisition"); or (ii) a sale of all or substantially all of the assets of the Company (an "Asset Transfer"). (iii) In either of such events, if the consideration received by this Corporation is other than cash, its value will be deemed its fair market value as determined in good faith by the Board of Directors. Any securities shall be valued as follows: (A) Securities not subject to investment letter or other similar restrictions on free marketability covered by (B) below: (1) If traded on a securities exchange or through the Nasdaq National Market, the value shall be deemed to be the average of the closing prices of the securities on such quotation system over the thirty (30) day period ending three (3) days prior to the closing; (2) If actively traded over-the-counter, the value shall be deemed to be the average of the closing bid or sale prices (whichever is applicable) over the thirty (30) day period ending three (3) days prior to the closing; and (3) If there is no active public market, the value shall be the fair market value thereof, as determined by the Board of Directors. (B) The method of valuation of securities subject to investment letter or other restrictions on free marketability (other than restrictions arising solely by virtue of a stockholder's status as an affiliate or former affiliate) shall be to make an appropriate discount from the market value determined as above in (A) (1), (2) or (3) to reflect the approximate fair market value thereof, as determined by the Board of Directors.

Liquidation Rights. (a) Upon any liquidation, dissolution, or In the event of the dissolution and winding up of the CompanyPartnership under Section 12.4 or a sale, whether voluntary or involuntary, before any distribution or payment shall be made to the holders of Common Stock, subject to the rights of any series of Preferred Stock that may from time to time come into existence, the holders of Series A Preferred, Series B Preferred and Series C Preferred shall be entitled to be paid out of the assets of the Company an amount per share of Series A Preferred, Series B Preferred and Series C Preferred, respectively, equal to their respective Original Issue Price plus all declared and unpaid dividends on the Series A Preferred, Series B Preferred and Series C Preferred, respectively (as adjusted for any stock dividends, combinations, splits, recapitalizations and the like with respect to such shares) for each share of Series A Preferred, Series B Preferred and Series C Preferred held by them. If, upon any such liquidation, distributionexchange, or winding up, the assets of the Company shall be insufficient to make payment in full to all holders of Series A Preferred, Series B Preferred and Series C Preferred of the liquidation preference set forth in this Section 3(a), subject to the rights of any series of Preferred Stock that may from time to time come into existence, then such assets shall be distributed among the holders of Series A Preferred, Series B Preferred and Series C Preferred at the time outstanding, ratably in proportion to the full amounts to which they would otherwise be respectively entitled. (b) After the payment of the full liquidation preference of the Series A Preferred, Series B Preferred and Series C Preferred as set forth in Section 3(a) above, and any other distribution that may be required with respect to any series of Preferred Stock that may from time to time come into existence, the remaining assets of the Company legally available for distribution, if any, shall be distributed ratably to the holders of the Common Stock. (c) The following events shall be considered a liquidation under this Section: (i) any consolidation or merger of the Company with or into any other corporation or other entity or person in which the stockholders of the Company immediately prior to such consolidation or merger own less than 50% of the Company's voting power immediately after such consolidation or merger, excluding any consolidation or merger effected exclusively to change the domicile of the Company (an "Acquisition"); or (ii) a sale disposition of all or substantially all of the assets of the Company (an "Asset Transfer"). (iii) In Partnership, either voluntary or involuntary, the Record Holders of such events, if the consideration received by this Corporation is other than cash, its value will be deemed its fair market value as determined in good faith by the Board of Directors. Any securities Series E Preferred Units shall be valued as follows: (A) Securities not subject entitled to investment letter or other similar restrictions on free marketability covered by (B) below: (1) If traded on a securities exchange or through the Nasdaq National Marketreceive, the value shall be deemed to be the average out of the closing prices assets of the securities on such quotation system over the thirty (30) day period ending three (3) days prior Partnership available for distribution to the closing; (2) If actively traded over-the-counterPartners or any Assignees, the value shall be deemed prior and in preference to be the average any distribution of any assets of the closing bid or sale prices (whichever is applicable) over the thirty (30) day period ending three (3) days prior Partnership to the closing; and (3) If there is no active public market, the value shall be the fair market value thereof, as determined by the Board Record Holders of Directors. (B) The method any other class or series of valuation of securities subject to investment letter or other restrictions on free marketability Partnership Interests (other than restrictions arising solely by virtue of a stockholder's status as an affiliate Series E Senior Securities or former affiliate) shall be to make an appropriate discount from the market value determined as above in (A) (1Series E Parity Securities), (2i) first, any accumulated and unpaid distributions on the Series E Preferred Units (regardless of whether previously declared) and (ii) then, any positive value in each such holder’s Capital Account in respect of such Series E Preferred Units. If in the year of such dissolution and winding up, or sale, exchange, or other disposition of all or substantially all of the assets of the Partnership, any such Record Holder’s Capital Account in respect of such Series E Preferred Units is less than the aggregate Series E Base Liquidation Preference of such Series E Preferred Units, then, notwithstanding anything to the contrary contained in this Agreement, and prior to any other allocation pursuant to this Agreement for such year and any distribution pursuant to the preceding sentence (other than any allocations or distributions made with respect to any other Series E Parity Securities upon which like allocation and distribution rights have been conferred), items of gross income and gain shall be allocated to all Unitholders then holding Series E Preferred Units, Pro Rata, until the Capital Account in respect of each Outstanding Series E Preferred Unit is equal to the Series E Base Liquidation Preference (and no other allocation pursuant to this Agreement shall reverse the effect of such allocation); provided, however, that in the event that like allocation rights have been conferred upon other Series E Parity Securities (including pursuant to Sections 5.17(b)(v), 5.18(b)(v), 5.19(b)(v), 5.20(b)(v), 5.22(b)(v) and 5.23(b)(v)), then items of gross income and gain shall be allocated to all Unitholders then holding Series E Preferred Units and such Series E Parity Securities, Pro Rata, until the Capital Account in respect of each Outstanding Series E Preferred Unit and such Series E Parity Security is equal to the applicable liquidation preference (and no other allocation pursuant to this Agreement shall reverse the effect of such allocation). If in the year of such dissolution and winding up any such Record Holder’s Capital Account in respect of such Series E Preferred Units is less than the aggregate Series E Base Liquidation Preference of such Series E Preferred Units after the application of the preceding sentence, then to the extent permitted by applicable law, but otherwise notwithstanding anything to the contrary contained in this Agreement, items of gross income and gain for any preceding taxable year(s) with respect to which IRS Form 1065 Schedules K-1 have not been filed by the Partnership shall be reallocated to all Unitholders then holding Series E Preferred Units, Pro Rata, until the Capital Account in respect of each such Outstanding Series E Preferred Unit after making allocations pursuant to this and the immediately preceding sentence is equal to the Series E Base Liquidation Preference (and no other allocation pursuant to this Agreement shall reverse the effect of such allocation); provided, however, that in the event like allocation rights have been conferred upon other Series E Parity Securities (including pursuant to Sections 5.17(b)(v), 5.18(b)(v), 5.19(b)(v), 5.20 (b)(v), 5.22(b)(v) and 5.23(b)(v)), then any such items of gross income and gain shall be reallocated to all Unitholders then holding Series E Preferred Units and such Series E Parity Securities, Pro Rata, until the Capital Account in respect of each Outstanding Series E Preferred Unit and such Series E Parity Security after making allocations pursuant to this and the immediately preceding sentence is equal to the applicable liquidation preference (and no other allocation pursuant to this Agreement shall reverse the effect of such allocation). After such allocations have been made to the Outstanding Series E Preferred Units and any Series E Parity Securities, as applicable, any remaining Net Termination Gain or Net Termination Loss shall be allocated to the Partners pursuant to Section 6.1(c) or (3) to reflect the approximate fair market value thereofSection 6.1(d), as determined the case may be. At the time of the dissolution of the Partnership, subject to Section 17-804 of the Delaware Act, the Record Holders of the Series E Preferred Units shall become entitled to receive any distributions in respect of the Series E Preferred Units that are accrued and unpaid as of the date of such distribution, and shall have the status of, and shall be entitled to all remedies available to, a creditor of the Partnership, and such entitlement of the Record Holders of the Series E Preferred Units to such accrued and unpaid distributions shall have priority over any entitlement of any other Partners or Assignees (other than holders of any Series E Senior Securities or Series E Parity Securities) with respect to any distributions by the Board Partnership to such other Partners or Assignees; provided, however, that the General Partner, as such, will have no liability for any obligations with respect to such distributions to any Record Holder(s) of DirectorsSeries E Preferred Units.

Liquidation Rights. (a) Upon any liquidation, dissolution, or In the event of the dissolution and winding up of the CompanyPartnership under Section 12.4 or a sale, whether voluntary or involuntary, before any distribution or payment shall be made to the holders of Common Stock, subject to the rights of any series of Preferred Stock that may from time to time come into existence, the holders of Series A Preferred, Series B Preferred and Series C Preferred shall be entitled to be paid out of the assets of the Company an amount per share of Series A Preferred, Series B Preferred and Series C Preferred, respectively, equal to their respective Original Issue Price plus all declared and unpaid dividends on the Series A Preferred, Series B Preferred and Series C Preferred, respectively (as adjusted for any stock dividends, combinations, splits, recapitalizations and the like with respect to such shares) for each share of Series A Preferred, Series B Preferred and Series C Preferred held by them. If, upon any such liquidation, distributionexchange, or winding up, the assets of the Company shall be insufficient to make payment in full to all holders of Series A Preferred, Series B Preferred and Series C Preferred of the liquidation preference set forth in this Section 3(a), subject to the rights of any series of Preferred Stock that may from time to time come into existence, then such assets shall be distributed among the holders of Series A Preferred, Series B Preferred and Series C Preferred at the time outstanding, ratably in proportion to the full amounts to which they would otherwise be respectively entitled. (b) After the payment of the full liquidation preference of the Series A Preferred, Series B Preferred and Series C Preferred as set forth in Section 3(a) above, and any other distribution that may be required with respect to any series of Preferred Stock that may from time to time come into existence, the remaining assets of the Company legally available for distribution, if any, shall be distributed ratably to the holders of the Common Stock. (c) The following events shall be considered a liquidation under this Section: (i) any consolidation or merger of the Company with or into any other corporation or other entity or person in which the stockholders of the Company immediately prior to such consolidation or merger own less than 50% of the Company's voting power immediately after such consolidation or merger, excluding any consolidation or merger effected exclusively to change the domicile of the Company (an "Acquisition"); or (ii) a sale disposition of all or substantially all of the assets of the Company Partnership, either voluntary or involuntary, the Record Holders of the Series D Preferred Units shall be entitled to receive, out of the assets of the Partnership available for distribution to the Partners or any Assignees, prior and in preference to any distribution of any assets of the Partnership to the Record Holders of any other class or series of Partnership Interests (an "Asset Transfer"). (iii) In either of such events, if the consideration received by this Corporation is other than cashSeries D Senior Securities or Series D Parity Securities), its value will be deemed its fair market value as determined in good faith by the Board of Directors. Any securities shall be valued as follows: (A) Securities not subject to investment letter or other similar restrictions first, any accumulated and unpaid distributions on free marketability covered by the Series D Preferred Units (regardless of whether previously declared) and (B) below: (1) then, any positive value in each such holder’s Capital Account in respect of such Series D Preferred Units. If traded on a securities exchange in the year of such dissolution and winding up, or through the Nasdaq National Marketsale, the value shall be deemed to be the average exchange, or other disposition of all or substantially all of the closing prices assets of the securities on Partnership, any such quotation system over Record Holder’s Capital Account in respect of such Series D Preferred Units is less than the thirty (30) day period ending three (3) days aggregate Series D Base Liquidation Preference of such Series D Preferred Units, then, notwithstanding anything to the contrary contained in this Agreement, and prior to the closing; (2) If actively traded over-the-counter, the value shall be deemed any other allocation pursuant to be the average of the closing bid or sale prices (whichever is applicable) over the thirty (30) day period ending three (3) days prior this Agreement for such year and any distribution pursuant to the closing; and (3) If there is no active public market, the value shall be the fair market value thereof, as determined by the Board of Directors. (B) The method of valuation of securities subject to investment letter or other restrictions on free marketability preceding sentence (other than restrictions arising solely by virtue any allocations or distributions made with respect to any other Series D Parity Securities upon which like allocation and distribution rights have been conferred), items of a stockholder's status as an affiliate or former affiliate) gross income and gain shall be allocated to make an appropriate discount from all Unitholders then holding Series D Preferred Units, Pro Rata, until the market value determined as above Capital Account in respect of each Outstanding Series D Preferred Unit is equal to the Series D Base Liquidation Preference (A) and no other allocation pursuant to this Agreement shall reverse the effect of such allocation); provided, however, that in the event that like allocation rights have been conferred upon other Series D Parity Securities (1including pursuant to Sections 5.17(b)(v), 5.18(b)(v), 5.19(b)(v), 5.20(b)(v), 5.21(b)(v), 5.22(b)(v) and 5.23(b)(v)), then items of gross income and gain shall be allocated to all Unitholders then holding Series D Preferred Units and such Series D Parity Securities, Pro Rata, until the Capital Account in respect of each Outstanding Series D Preferred Unit and such Series D Parity Security is equal to the applicable liquidation preference (2and no other allocation pursuant to this Agreement shall reverse the effect of such allocation). If in the year of such dissolution and winding up any such Record Holder’s Capital Account in respect of such Series D Preferred Units is less than the aggregate Series D Base Liquidation Preference of such Series D Preferred Units after the application of the preceding sentence, then to the extent permitted by applicable law, but otherwise notwithstanding anything to the contrary contained in this Agreement, items of gross income and gain for any preceding taxable year(s) with respect to which IRS Form 1065 Schedules K-1 have not been filed by the Partnership shall be reallocated to all Unitholders then holding Series D Preferred Units, Pro Rata, until the Capital Account in respect of each such Outstanding Series D Preferred Unit after making allocations pursuant to this and the immediately preceding sentence is equal to the Series D Base Liquidation Preference (and no other allocation pursuant to this Agreement shall reverse the effect of such allocation); provided, however, that in the event like allocation rights have been conferred upon other Series D Parity Securities (including pursuant to Sections 5.17(b)(v), 5.18(b)(v), 5.19(b)(v), 5.20(b)(v), 5.21(b)(v), 5.22(b)(v) and 5.23(b)(v)), then any such items of gross income and gain shall be reallocated to all Unitholders then holding Series D Preferred Units and such Series D Parity Securities, Pro Rata, until the Capital Account in respect of each Outstanding Series D Preferred Unit and such Series D Parity Security after making allocations pursuant to this and the immediately preceding sentence is equal to the applicable liquidation preference (and no other allocation pursuant to this Agreement shall reverse the effect of such allocation). After such allocations have been made to the Outstanding Series D Preferred Units and any Series D Parity Securities, as applicable, any remaining Net Termination Gain or Net Termination Loss shall be allocated to the Partners pursuant to Section 6.1(c) or (3) to reflect the approximate fair market value thereofSection 6.1(d), as determined the case may be. At the time of the dissolution of the Partnership, subject to Section 17-804 of the Delaware Act, the Record Holders of the Series D Preferred Units shall become entitled to receive any distributions in respect of the Series D Preferred Units that are accrued and unpaid as of the date of such distribution, and shall have the status of, and shall be entitled to all remedies available to, a creditor of the Partnership, and such entitlement of the Record Holders of the Series D Preferred Units to such accrued and unpaid distributions shall have priority over any entitlement of any other Partners or Assignees (other than holders of any Series D Senior Securities or Series D Parity Securities) with respect to any distributions by the Board Partnership to such other Partners or Assignees; provided, however, that the General Partner, as such, will have no liability for any obligations with respect to such distributions to any Record Holder(s) of DirectorsSeries D Preferred Units.

Liquidation Rights. (a) Upon any liquidation, dissolution, or In the event of the dissolution and winding up of the CompanyPartnership under Section 12.4 or a sale, whether voluntary or involuntary, before any distribution or payment shall be made to the holders of Common Stock, subject to the rights of any series of Preferred Stock that may from time to time come into existence, the holders of Series A Preferred, Series B Preferred and Series C Preferred shall be entitled to be paid out of the assets of the Company an amount per share of Series A Preferred, Series B Preferred and Series C Preferred, respectively, equal to their respective Original Issue Price plus all declared and unpaid dividends on the Series A Preferred, Series B Preferred and Series C Preferred, respectively (as adjusted for any stock dividends, combinations, splits, recapitalizations and the like with respect to such shares) for each share of Series A Preferred, Series B Preferred and Series C Preferred held by them. If, upon any such liquidation, distributionexchange, or winding up, the assets of the Company shall be insufficient to make payment in full to all holders of Series A Preferred, Series B Preferred and Series C Preferred of the liquidation preference set forth in this Section 3(a), subject to the rights of any series of Preferred Stock that may from time to time come into existence, then such assets shall be distributed among the holders of Series A Preferred, Series B Preferred and Series C Preferred at the time outstanding, ratably in proportion to the full amounts to which they would otherwise be respectively entitled. (b) After the payment of the full liquidation preference of the Series A Preferred, Series B Preferred and Series C Preferred as set forth in Section 3(a) above, and any other distribution that may be required with respect to any series of Preferred Stock that may from time to time come into existence, the remaining assets of the Company legally available for distribution, if any, shall be distributed ratably to the holders of the Common Stock. (c) The following events shall be considered a liquidation under this Section: (i) any consolidation or merger of the Company with or into any other corporation or other entity or person in which the stockholders of the Company immediately prior to such consolidation or merger own less than 50% of the Company's voting power immediately after such consolidation or merger, excluding any consolidation or merger effected exclusively to change the domicile of the Company (an "Acquisition"); or (ii) a sale disposition of all or substantially all of the assets of the Company (an "Asset Transfer"). (iii) In Partnership, either voluntary or involuntary, the Record Holders of such events, if the consideration received by this Corporation is other than cash, its value will be deemed its fair market value as determined in good faith by the Board of Directors. Any securities Series F Preferred Units shall be valued as follows: (A) Securities not subject entitled to investment letter or other similar restrictions on free marketability covered by (B) below: (1) If traded on a securities exchange or through the Nasdaq National Marketreceive, the value shall be deemed to be the average out of the closing prices assets of the securities on such quotation system over the thirty (30) day period ending three (3) days prior Partnership available for distribution to the closing; (2) If actively traded over-the-counterPartners or any Assignees, the value shall be deemed prior and in preference to be the average any distribution of any assets of the closing bid or sale prices (whichever is applicable) over the thirty (30) day period ending three (3) days prior Partnership to the closing; and (3) If there is no active public market, the value shall be the fair market value thereof, as determined by the Board Record Holders of Directors. (B) The method any other class or series of valuation of securities subject to investment letter or other restrictions on free marketability Partnership Interests (other than restrictions arising solely by virtue of a stockholder's status as an affiliate Series F Senior Securities or former affiliate) shall be to make an appropriate discount from the market value determined as above in (A) (1Series F Parity Securities), (2i) first, any accumulated and unpaid distributions on the Series F Preferred Units (regardless of whether previously declared) and (ii) then, any positive value in each such holder’s Capital Account in respect of such Series F Preferred Units. If in the year of such dissolution and winding up, or sale, exchange, or other disposition of all or substantially all of the assets of the Partnership, any such Record Holder’s Capital Account in respect of such Series F Preferred Units is less than the aggregate Series F Base Liquidation Preference of such Series F Preferred Units, then, notwithstanding anything to the contrary contained in this Agreement, and prior to any other allocation pursuant to this Agreement for such year and any distribution pursuant to the preceding sentence (other than any allocations or distributions made with respect to any other Series F Parity Securities upon which like allocation and distribution rights have been conferred), items of gross income and gain shall be allocated to all Unitholders then holding Series F Preferred Units, Pro Rata, until the Capital Account in respect of each Outstanding Series F Preferred Unit is equal to the Series F Base Liquidation Preference (and no other allocation pursuant to this Agreement shall reverse the effect of such allocation); provided, however, that in the event that like allocation rights have been conferred upon other Series F Parity Securities (including pursuant to Sections 5.17(b)(v), 5.18(b)(v), 5.19(b)(v), 5.20(b)(v), 5.21(b)(v), 5.22(b)(v) and 5.23(b)(v)), then items of gross income and gain shall be allocated to all Unitholders then holding Series F Preferred Units and such Series F Parity Securities, Pro Rata, until the Capital Account in respect of each Outstanding Series F Preferred Unit and such Series F Parity Security is equal to the applicable liquidation preference (and no other allocation pursuant to this Agreement shall reverse the effect of such allocation). If in the year of such dissolution and winding up any such Record Holder’s Capital Account in respect of such Series F Preferred Units is less than the aggregate Series F Base Liquidation Preference of such Series F Preferred Units after the application of the preceding sentence, then to the extent permitted by applicable law, but otherwise notwithstanding anything to the contrary contained in this Agreement, items of gross income and gain for any preceding taxable year(s) with respect to which IRS Form 1065 Schedules K-1 have not been filed by the Partnership shall be reallocated to all Unitholders then holding Series F Preferred Units, Pro Rata, until the Capital Account in respect of each such Outstanding Series F Preferred unit after making allocations pursuant to this and the immediately preceding sentence is equal to the Series F Base Liquidation Preference (and no other allocation pursuant to this Agreement shall reverse the effect of such allocation); provided, however, that in the event like allocation rights have been conferred upon other Series F Parity Securities (including pursuant to Sections 5.17(b)(v), 5.18(b)(v), 5.19(b)(v), 5.20(b)(v), 5.21(b)(v), 5.22(b)(v) and 5.23(b)(v)), then any such items of gross income and gain shall be reallocated to all Unitholders then holding Series F Preferred Units and such Series F Parity Securities, Pro Rata, until the Capital Account in respect of each Outstanding Series F Preferred Unit and such Series F Parity Security after making allocations pursuant to this and the immediately preceding sentence is equal to the applicable liquidation preference (and no other allocation pursuant to this Agreement shall reverse the effect of such allocation). After such allocations have been made to the Outstanding Series F Preferred Units and any Series F Parity Securities, as applicable, any remaining Net Termination Gain or Net Termination Loss shall be allocated to the Partners pursuant to Section 6.1(c) or (3) to reflect the approximate fair market value thereofSection 6.1(d), as determined the case may be. At the time of the dissolution of the Partnership, subject to Section 17-804 of the Delaware Act, the Record Holders of the Series F Preferred Units shall become entitled to receive any distributions in respect of the Series F Preferred Units that are accrued and unpaid as of the date of such distribution, and shall have the status of, and shall be entitled to all remedies available to, a creditor of the Partnership, and such entitlement of the Record Holders of the Series F Preferred Units to such accrued and unpaid distributions shall have priority over any entitlement of any other Partners or Assignees (other than holders of any Series F Senior Securities or Series F Parity Securities) with respect to any distributions by the Board Partnership to such other Partners or Assignees; provided, however, that the General Partner, as such, will have no liability for any obligations with respect to such distributions to any Record Holder(s) of DirectorsSeries F Preferred Units.

Liquidation Rights. (a) Upon any liquidation, dissolution, or In the event of the dissolution and winding up of the CompanyPartnership under Section 12.4 or a sale, whether voluntary or involuntary, before any distribution or payment shall be made to the holders of Common Stock, subject to the rights of any series of Preferred Stock that may from time to time come into existence, the holders of Series A Preferred, Series B Preferred and Series C Preferred shall be entitled to be paid out of the assets of the Company an amount per share of Series A Preferred, Series B Preferred and Series C Preferred, respectively, equal to their respective Original Issue Price plus all declared and unpaid dividends on the Series A Preferred, Series B Preferred and Series C Preferred, respectively (as adjusted for any stock dividends, combinations, splits, recapitalizations and the like with respect to such shares) for each share of Series A Preferred, Series B Preferred and Series C Preferred held by them. If, upon any such liquidation, distributionexchange, or winding up, the assets of the Company shall be insufficient to make payment in full to all holders of Series A Preferred, Series B Preferred and Series C Preferred of the liquidation preference set forth in this Section 3(a), subject to the rights of any series of Preferred Stock that may from time to time come into existence, then such assets shall be distributed among the holders of Series A Preferred, Series B Preferred and Series C Preferred at the time outstanding, ratably in proportion to the full amounts to which they would otherwise be respectively entitled. (b) After the payment of the full liquidation preference of the Series A Preferred, Series B Preferred and Series C Preferred as set forth in Section 3(a) above, and any other distribution that may be required with respect to any series of Preferred Stock that may from time to time come into existence, the remaining assets of the Company legally available for distribution, if any, shall be distributed ratably to the holders of the Common Stock. (c) The following events shall be considered a liquidation under this Section: (i) any consolidation or merger of the Company with or into any other corporation or other entity or person in which the stockholders of the Company immediately prior to such consolidation or merger own less than 50% of the Company's voting power immediately after such consolidation or merger, excluding any consolidation or merger effected exclusively to change the domicile of the Company (an "Acquisition"); or (ii) a sale disposition of all or substantially all of the assets of the Company (an "Asset Transfer"). (iii) In Partnership, either voluntary or involuntary, the Record Holders of such events, if the consideration received by this Corporation is other than cash, its value will be deemed its fair market value as determined in good faith by the Board of Directors. Any securities Series G Preferred Units shall be valued as follows: (A) Securities not subject entitled to investment letter or other similar restrictions on free marketability covered by (B) below: (1) If traded on a securities exchange or through the Nasdaq National Marketreceive, the value shall be deemed to be the average out of the closing prices assets of the securities on such quotation system over the thirty (30) day period ending three (3) days prior Partnership available for distribution to the closing; (2) If actively traded over-the-counterPartners or any Assignees, the value shall be deemed prior and in preference to be the average any distribution of any assets of the closing bid or sale prices (whichever is applicable) over the thirty (30) day period ending three (3) days prior Partnership to the closing; and (3) If there is no active public market, the value shall be the fair market value thereof, as determined by the Board Record Holders of Directors. (B) The method any other class or series of valuation of securities subject to investment letter or other restrictions on free marketability Partnership Interests (other than restrictions arising solely by virtue of a stockholder's status as an affiliate Series G Senior Securities or former affiliate) shall be to make an appropriate discount from the market value determined as above in (A) (1Series G Parity Securities), (2i) first, any accumulated and unpaid distributions on the Series G Preferred Units (regardless of whether previously declared) and (ii) then, any positive value in each such holder’s Capital Account in respect of such Series G Preferred Units. If in the year of such dissolution and winding up, or sale, exchange, or other disposition of all or substantially all of the assets of the Partnership, any such Record Holder’s Capital Account in respect of such Series G Preferred Units is less than the aggregate Series G Base Liquidation Preference of such Series G Preferred Units, then, notwithstanding anything to the contrary contained in this Agreement, and prior to any other allocation pursuant to this Agreement for such year and any distribution pursuant to the preceding sentence (other than any allocations or distributions made with respect to any other Series G Parity Securities upon which like allocation and distribution rights have been conferred), items of gross income and gain shall be allocated to all Unitholders then holding Series G Preferred Units, Pro Rata, until the Capital Account in respect of each Outstanding Series G Preferred Unit is equal to the Series G Base Liquidation Preference (and no other allocation pursuant to this Agreement shall reverse the effect of such allocation); provided, however, that in the event that like allocation rights have been conferred upon other Series G Parity Securities (including pursuant to Section 5.11(b)(v), Section 5.12(b)(v), Section 5.13(b)(v), Section 5.14(b)(v), Section 5.16(b)(v) and Section 5.18(b)(v)), then items of gross income and gain shall be allocated to all Unitholders then holding Series G Preferred Units and such Series G Parity Securities, Pro Rata, until the Capital Account in respect of each Outstanding Series G Preferred Unit and such Series G Parity Security is equal to the applicable liquidation preference (and no other allocation pursuant to this Agreement shall reverse the effect of such allocation). If in the year of such dissolution and winding up any such Record Holder’s Capital Account in respect of such Series G Preferred Units is less than the aggregate Series G Base Liquidation Preference of such Series G Preferred Units after the application of the preceding sentence, then to the extent permitted by applicable law, but otherwise notwithstanding anything to the contrary contained in this Agreement, items of gross income and gain for any preceding taxable year(s) with respect to which IRS Form 1065 Schedules K-1 have not been filed by the Partnership shall be reallocated to all Unitholders then holding Series G Preferred Units, Pro Rata, until the Capital Account in respect of each such Outstanding Series G Preferred Unit after making allocations pursuant to this and the immediately preceding sentence is equal to the Series G Base Liquidation Preference (and no other allocation pursuant to this Agreement shall reverse the effect of such allocation); provided, however, that in the event like allocation rights have been conferred upon other Series G Parity Securities (including pursuant to Section 5.11(b)(v), Section 5.12(b)(v), Section 5.13(b)(v), Section 5.14(b)(v), Section 5.16(b)(v) and Section 5.18(b)(v)), then any such items of gross income and gain shall be reallocated to all Unitholders then holding Series G Preferred Units and such Series G Parity Securities, Pro Rata, until the Capital Account in respect of each Outstanding Series G Preferred Unit and such Series G Parity Security after making allocations pursuant to this and the immediately preceding sentence is equal to the applicable liquidation preference (and no other allocation pursuant to this Agreement shall reverse the effect of such allocation). After such allocations have been made to the Outstanding Series G Preferred Units and any Series G Parity Securities, as applicable, any remaining Net Termination Gain or Net Termination Loss shall be allocated to the Partners pursuant to Section 6.1(c) or (3) to reflect the approximate fair market value thereofSection 6.1(d), as determined the case may be. At the time of the dissolution of the Partnership, subject to Section 17-804 of the Delaware Act, the Record Holders of the Series G Preferred Units shall become entitled to receive any distributions in respect of the Series G Preferred Units that are accrued and unpaid as of the date of such distribution, and shall have the status of, and shall be entitled to all remedies available to, a creditor of the Partnership, and such entitlement of the Record Holders of the Series G Preferred Units to such accrued and unpaid distributions shall have priority over any entitlement of any other Partners or Assignees (other than holders of any Series G Senior Securities or Series G Parity Securities) with respect to any distributions by the Board Partnership to such other Partners or Assignees; provided, however, that the General Partner, as such, will have no liability for any obligations with respect to such distributions to any Record Holder(s) of DirectorsSeries G Preferred Units.

Liquidation Rights. (a) Upon any liquidation, dissolution, or In the event of the dissolution and winding up of the CompanyPartnership under Section 12.4 or a sale, whether voluntary or involuntary, before any distribution or payment shall be made to the holders of Common Stock, subject to the rights of any series of Preferred Stock that may from time to time come into existence, the holders of Series A Preferred, Series B Preferred and Series C Preferred shall be entitled to be paid out of the assets of the Company an amount per share of Series A Preferred, Series B Preferred and Series C Preferred, respectively, equal to their respective Original Issue Price plus all declared and unpaid dividends on the Series A Preferred, Series B Preferred and Series C Preferred, respectively (as adjusted for any stock dividends, combinations, splits, recapitalizations and the like with respect to such shares) for each share of Series A Preferred, Series B Preferred and Series C Preferred held by them. If, upon any such liquidation, distributionexchange, or winding up, the assets of the Company shall be insufficient to make payment in full to all holders of Series A Preferred, Series B Preferred and Series C Preferred of the liquidation preference set forth in this Section 3(a), subject to the rights of any series of Preferred Stock that may from time to time come into existence, then such assets shall be distributed among the holders of Series A Preferred, Series B Preferred and Series C Preferred at the time outstanding, ratably in proportion to the full amounts to which they would otherwise be respectively entitled. (b) After the payment of the full liquidation preference of the Series A Preferred, Series B Preferred and Series C Preferred as set forth in Section 3(a) above, and any other distribution that may be required with respect to any series of Preferred Stock that may from time to time come into existence, the remaining assets of the Company legally available for distribution, if any, shall be distributed ratably to the holders of the Common Stock. (c) The following events shall be considered a liquidation under this Section: (i) any consolidation or merger of the Company with or into any other corporation or other entity or person in which the stockholders of the Company immediately prior to such consolidation or merger own less than 50% of the Company's voting power immediately after such consolidation or merger, excluding any consolidation or merger effected exclusively to change the domicile of the Company (an "Acquisition"); or (ii) a sale disposition of all or substantially all of the assets of the Company (an "Asset Transfer"). (iii) In Partnership, either voluntary or involuntary, the Record Holders of such events, if the consideration received by this Corporation is other than cash, its value will be deemed its fair market value as determined in good faith by the Board of Directors. Any securities Series D Preferred Units shall be valued as follows: (A) Securities not subject entitled to investment letter or other similar restrictions on free marketability covered by (B) below: (1) If traded on a securities exchange or through the Nasdaq National Marketreceive, the value shall be deemed to be the average out of the closing prices assets of the securities on such quotation system over the thirty (30) day period ending three (3) days prior Partnership available for distribution to the closing; (2) If actively traded over-the-counterPartners or any Assignees, the value shall be deemed prior and in preference to be the average any distribution of any assets of the closing bid or sale prices (whichever is applicable) over the thirty (30) day period ending three (3) days prior Partnership to the closing; and (3) If there is no active public market, the value shall be the fair market value thereof, as determined by the Board Record Holders of Directors. (B) The method any other class or series of valuation of securities subject to investment letter or other restrictions on free marketability Partnership Interests (other than restrictions arising solely by virtue of a stockholder's status as an affiliate Series D Senior Securities or former affiliate) shall be to make an appropriate discount from the market value determined as above in (A) (1Series D Parity Securities), (2i) first, any accumulated and unpaid distributions on the Series D Preferred Units (regardless of whether previously declared) and (ii) then, any positive value in each such holder’s Capital Account in respect of such Series D Preferred Units. If in the year of such dissolution and winding up, or sale, exchange, or other disposition of all or substantially all of the assets of the Partnership, any such Record Holder’s Capital Account in respect of such Series D Preferred Units is less than the aggregate Series D Base Liquidation Preference of such Series D Preferred Units, then, notwithstanding anything to the contrary contained in this Agreement, and prior to any other allocation pursuant to this Agreement for such year and any distribution pursuant to the preceding sentence (other than any allocations or distributions made with respect to any other Series D Parity Securities upon which like allocation and distribution rights have been conferred), items of gross income and gain shall be allocated to all Unitholders then holding Series D Preferred Units, Pro Rata, until the Capital Account in respect of each Outstanding Series D Preferred Unit is equal to the Series D Base Liquidation Preference (and no other allocation pursuant to this Agreement shall reverse the effect of such allocation); provided, however, that in the event that like allocation rights have been conferred upon other Series D Parity Securities (including pursuant to Sections 5.16(b)(v), 5.17(b)(v) and 5.18(b)(v)), then items of gross income and gain shall be allocated to all Unitholders then holding Series D Preferred Units and such Series D Parity Securities, Pro Rata, until the Capital Account in respect of each Outstanding Series D Preferred Unit and such Series D Parity Security is equal to the applicable liquidation preference (and no other allocation pursuant to this Agreement shall reverse the effect of such allocation). If in the year of such dissolution and winding up any such Record Holder’s Capital Account in respect of such Series D Preferred Units is less than the aggregate Series D Base Liquidation Preference of such Series D Preferred Units after the application of the preceding sentence, then to the extent permitted by applicable law, but otherwise notwithstanding anything to the contrary contained in this Agreement, items of gross income and gain for any preceding taxable year(s) with respect to which IRS Form 1065 Schedules K-1 have not been filed by the Partnership shall be reallocated to all Unitholders then holding Series D Preferred Units, Pro Rata, until the Capital Account in respect of each such Outstanding Series D Preferred Unit after making allocations pursuant to this and the immediately preceding sentence is equal to the Series D Base Liquidation Preference (and no other allocation pursuant to this Agreement shall reverse the effect of such allocation); provided, however, that in the event like allocation rights have been conferred upon other Series D Parity Securities (including pursuant to Sections 5.16(b)(v), 5.17(b)(v) and 5.18(b)(v)), then any such items of gross income and gain shall be reallocated to all Unitholders then holding Series D Preferred Units and such Series D Parity Securities, Pro Rata, until the Capital Account in respect of each Outstanding Series D Preferred Unit and such Series D Parity Security after making allocations pursuant to this and the immediately preceding sentence is equal to the applicable liquidation preference (and no other allocation pursuant to this Agreement shall reverse the effect of such allocation). After such allocations have been made to the Outstanding Series D Preferred Units and any Series D Parity Securities, as applicable, any remaining Net Termination Gain or Net Termination Loss shall be allocated to the Partners pursuant to Section 6.1(c) or (3) to reflect the approximate fair market value thereofSection 6.1(d), as determined the case may be. At the time of the dissolution of the Partnership, subject to Section 17-804 of the Delaware Act, the Record Holders of the Series D Preferred Units shall become entitled to receive any distributions in respect of the Series D Preferred Units that are accrued and unpaid as of the date of such distribution, and shall have the status of, and shall be entitled to all remedies available to, a creditor of the Partnership, and such entitlement of the Record Holders of the Series D Preferred Units to such accrued and unpaid distributions shall have priority over any entitlement of any other Partners or Assignees (other than holders of any Series D Senior Securities or Series D Parity Securities) with respect to any distributions by the Board Partnership to such other Partners or Assignees; provided, however, that the General Partner, as such, will have no liability for any obligations with respect to such distributions to any Record Holder(s) of DirectorsSeries D Preferred Units.

Liquidation Rights. (a) Upon any liquidation, dissolution, or In the event of the dissolution and winding up of the CompanyPartnership under Section 12.4 or a sale, whether voluntary or involuntary, before any distribution or payment shall be made to the holders of Common Stock, subject to the rights of any series of Preferred Stock that may from time to time come into existence, the holders of Series A Preferred, Series B Preferred and Series C Preferred shall be entitled to be paid out of the assets of the Company an amount per share of Series A Preferred, Series B Preferred and Series C Preferred, respectively, equal to their respective Original Issue Price plus all declared and unpaid dividends on the Series A Preferred, Series B Preferred and Series C Preferred, respectively (as adjusted for any stock dividends, combinations, splits, recapitalizations and the like with respect to such shares) for each share of Series A Preferred, Series B Preferred and Series C Preferred held by them. If, upon any such liquidation, distributionexchange, or winding up, the assets of the Company shall be insufficient to make payment in full to all holders of Series A Preferred, Series B Preferred and Series C Preferred of the liquidation preference set forth in this Section 3(a), subject to the rights of any series of Preferred Stock that may from time to time come into existence, then such assets shall be distributed among the holders of Series A Preferred, Series B Preferred and Series C Preferred at the time outstanding, ratably in proportion to the full amounts to which they would otherwise be respectively entitled. (b) After the payment of the full liquidation preference of the Series A Preferred, Series B Preferred and Series C Preferred as set forth in Section 3(a) above, and any other distribution that may be required with respect to any series of Preferred Stock that may from time to time come into existence, the remaining assets of the Company legally available for distribution, if any, shall be distributed ratably to the holders of the Common Stock. (c) The following events shall be considered a liquidation under this Section: (i) any consolidation or merger of the Company with or into any other corporation or other entity or person in which the stockholders of the Company immediately prior to such consolidation or merger own less than 50% of the Company's voting power immediately after such consolidation or merger, excluding any consolidation or merger effected exclusively to change the domicile of the Company (an "Acquisition"); or (ii) a sale disposition of all or substantially all of the assets of the Company (an "Asset Transfer"). (iii) In Partnership, either voluntary or involuntary, the Record Holders of such events, if the consideration received by this Corporation is other than cash, its value will be deemed its fair market value as determined in good faith by the Board of Directors. Any securities Series F Preferred Units shall be valued as follows: (A) Securities not subject entitled to investment letter or other similar restrictions on free marketability covered by (B) below: (1) If traded on a securities exchange or through the Nasdaq National Marketreceive, the value shall be deemed to be the average out of the closing prices assets of the securities on such quotation system over the thirty (30) day period ending three (3) days prior Partnership available for distribution to the closing; (2) If actively traded over-the-counterPartners or any Assignees, the value shall be deemed prior and in preference to be the average any distribution of any assets of the closing bid or sale prices (whichever is applicable) over the thirty (30) day period ending three (3) days prior Partnership to the closing; and (3) If there is no active public market, the value shall be the fair market value thereof, as determined by the Board Record Holders of Directors. (B) The method any other class or series of valuation of securities subject to investment letter or other restrictions on free marketability Partnership Interests (other than restrictions arising solely by virtue of a stockholder's status as an affiliate Series F Senior Securities or former affiliate) shall be to make an appropriate discount from the market value determined as above in (A) (1Series F Parity Securities), (2i) first, any accumulated and unpaid distributions on the Series F Preferred Units (regardless of whether previously declared) and (ii) then, any positive value in each such holder’s Capital Account in respect of such Series F Preferred Units. If in the year of such dissolution and winding up, or sale, exchange, or other disposition of all or substantially all of the assets of the Partnership, any such Record Holder’s Capital Account in respect of such Series F Preferred Units is less than the aggregate Series F Base Liquidation Preference of such Series F Preferred Units, then, notwithstanding anything to the contrary contained in this Agreement, and prior to any other allocation pursuant to this Agreement for such year and any distribution pursuant to the preceding sentence (other than any allocations or distributions made with respect to any other Series F Parity Securities upon which like allocation and distribution rights have been conferred), items of gross income and gain shall be allocated to all Unitholders then holding Series F Preferred Units, Pro Rata, until the Capital Account in respect of each Outstanding Series F Preferred Unit is equal to the Series F Base Liquidation Preference (and no other allocation pursuant to this Agreement shall reverse the effect of such allocation); provided, however, that in the event that like allocation rights have been conferred upon other Series F Parity Securities (including pursuant to Sections 5.17(b)(v), 5.18(b)(v), 5.19(b)(v), 5.20(b)(v), 5.21(b)(v) and 5.23(b)(v)), then items of gross income and gain shall be allocated to all Unitholders then holding Series F Preferred Units and such Series F Parity Securities, Pro Rata, until the Capital Account in respect of each Outstanding Series F Preferred Unit and such Series F Parity Security is equal to the applicable liquidation preference (and no other allocation pursuant to this Agreement shall reverse the effect of such allocation). If in the year of such dissolution and winding up any such Record Holder’s Capital Account in respect of such Series F Preferred Units is less than the aggregate Series F Base Liquidation Preference of such Series F Preferred Units after the application of the preceding sentence, then to the extent permitted by applicable law, but otherwise notwithstanding anything to the contrary contained in this Agreement, items of gross income and gain for any preceding taxable year(s) with respect to which IRS Form 1065 Schedules K-1 have not been filed by the Partnership shall be reallocated to all Unitholders then holding Series F Preferred Units, Pro Rata, until the Capital Account in respect of each such Outstanding Series F Preferred Unit after making allocations pursuant to this and the immediately preceding sentence is equal to the Series F Base Liquidation Preference (and no other allocation pursuant to this Agreement shall reverse the effect of such allocation); provided, however, that in the event like allocation rights have been conferred upon other Series F Parity Securities (including pursuant to Sections 5.17(b)(v), 5.18(b)(v), 5.19(b)(v), 5.20(b)(v), 5.21(b)(v) and 5.23(b)(v)), then any such items of gross income and gain shall be reallocated to all Unitholders then holding Series F Preferred Units and such Series F Parity Securities, Pro Rata, until the Capital Account in respect of each Outstanding Series F Preferred Unit and such Series F Parity Security after making allocations pursuant to this and the immediately preceding sentence is equal to the applicable liquidation preference (and no other allocation pursuant to this Agreement shall reverse the effect of such allocation). After such allocations have been made to the Outstanding Series F Preferred Units and any Series F Parity Securities, as applicable, any remaining Net Termination Gain or Net Termination Loss shall be allocated to the Partners pursuant to Section 6.1(c) or (3) to reflect the approximate fair market value thereofSection 6.1(d), as determined the case may be. At the time of the dissolution of the Partnership, subject to Section 17-804 of the Delaware Act, the Record Holders of the Series F Preferred Units shall become entitled to receive any distributions in respect of the Series F Preferred Units that are accrued and unpaid as of the date of such distribution, and shall have the status of, and shall be entitled to all remedies available to, a creditor of the Partnership, and such entitlement of the Record Holders of the Series F Preferred Units to such accrued and unpaid distributions shall have priority over any entitlement of any other Partners or Assignees (other than holders of any Series F Senior Securities or Series F Parity Securities) with respect to any distributions by the Board Partnership to such other Partners or Assignees; provided, however, that the General Partner, as such, will have no liability for any obligations with respect to such distributions to any Record Holder(s) of DirectorsSeries F Preferred Units.

Liquidation Rights. (a) Upon any liquidation, dissolution, or In the event of the dissolution and winding up of the CompanyPartnership under Section 12.4 or a sale, whether voluntary or involuntary, before any distribution or payment shall be made to the holders of Common Stock, subject to the rights of any series of Preferred Stock that may from time to time come into existence, the holders of Series A Preferred, Series B Preferred and Series C Preferred shall be entitled to be paid out of the assets of the Company an amount per share of Series A Preferred, Series B Preferred and Series C Preferred, respectively, equal to their respective Original Issue Price plus all declared and unpaid dividends on the Series A Preferred, Series B Preferred and Series C Preferred, respectively (as adjusted for any stock dividends, combinations, splits, recapitalizations and the like with respect to such shares) for each share of Series A Preferred, Series B Preferred and Series C Preferred held by them. If, upon any such liquidation, distributionexchange, or winding up, the assets of the Company shall be insufficient to make payment in full to all holders of Series A Preferred, Series B Preferred and Series C Preferred of the liquidation preference set forth in this Section 3(a), subject to the rights of any series of Preferred Stock that may from time to time come into existence, then such assets shall be distributed among the holders of Series A Preferred, Series B Preferred and Series C Preferred at the time outstanding, ratably in proportion to the full amounts to which they would otherwise be respectively entitled. (b) After the payment of the full liquidation preference of the Series A Preferred, Series B Preferred and Series C Preferred as set forth in Section 3(a) above, and any other distribution that may be required with respect to any series of Preferred Stock that may from time to time come into existence, the remaining assets of the Company legally available for distribution, if any, shall be distributed ratably to the holders of the Common Stock. (c) The following events shall be considered a liquidation under this Section: (i) any consolidation or merger of the Company with or into any other corporation or other entity or person in which the stockholders of the Company immediately prior to such consolidation or merger own less than 50% of the Company's voting power immediately after such consolidation or merger, excluding any consolidation or merger effected exclusively to change the domicile of the Company (an "Acquisition"); or (ii) a sale disposition of all or substantially all of the assets of the Company Partnership, either voluntary or involuntary, the Record Holders of the Series D Preferred Units shall be entitled to receive, out of the assets of the Partnership available for distribution to the Partners or any Assignees, prior and in preference to any distribution of any assets of the Partnership to the Record Holders of any other class or series of Partnership Interests (an "Asset Transfer"). (iii) In either of such events, if the consideration received by this Corporation is other than cashSeries D Senior Securities or Series D Parity Securities), its value will be deemed its fair market value as determined in good faith by the Board of Directors. Any securities shall be valued as follows: (A) Securities not subject to investment letter or other similar restrictions first, any accumulated and unpaid distributions on free marketability covered by the Series D Preferred Units (regardless of whether previously declared) and (B) below: (1) then, any positive value in each such holder’s Capital Account in respect of such Series D Preferred Units. If traded on a securities exchange in the year of such dissolution and winding up, or through the Nasdaq National Marketsale, the value shall be deemed to be the average exchange, or other disposition of all or substantially all of the closing prices assets of the securities on Partnership, any such quotation system over Record Holder’s Capital Account in respect of such Series D Preferred Units is less than the thirty (30) day period ending three (3) days aggregate Series D Base Liquidation Preference of such Series D Preferred Units, then, notwithstanding anything to the contrary contained in this Agreement, and prior to the closing; (2) If actively traded over-the-counter, the value shall be deemed any other allocation pursuant to be the average of the closing bid or sale prices (whichever is applicable) over the thirty (30) day period ending three (3) days prior this Agreement for such year and any distribution pursuant to the closing; and (3) If there is no active public market, the value shall be the fair market value thereof, as determined by the Board of Directors. (B) The method of valuation of securities subject to investment letter or other restrictions on free marketability preceding sentence (other than restrictions arising solely by virtue any allocations or distributions made with respect to any other Series D Parity Securities upon which like allocation and distribution rights have been conferred), items of a stockholder's status as an affiliate or former affiliate) gross income and gain shall be allocated to make an appropriate discount from all Unitholders then holding Series D Preferred Units, Pro Rata, until the market value determined as above Capital Account in respect of each Outstanding Series D Preferred Unit is equal to the Series D Base Liquidation Preference (A) and no other allocation pursuant to this Agreement shall reverse the effect of such allocation); provided, however, that in the event that like allocation rights have been conferred upon other Series D Parity Securities (1including pursuant to Sections 5.17(b)(v), 5.18(b)(v), 5.19(b)(v), 5.21(b)(v), 5.22(b)(v) and 5.23(b)(v)), then items of gross income and gain shall be allocated to all Unitholders then holding Series D Preferred Units and such Series D Parity Securities, Pro Rata, until the Capital Account in respect of each Outstanding Series D Preferred Unit and such Series D Parity Security is equal to the applicable liquidation preference (2and no other allocation pursuant to this Agreement shall reverse the effect of such allocation). If in the year of such dissolution and winding up any such Record Holder’s Capital Account in respect of such Series D Preferred Units is less than the aggregate Series D Base Liquidation Preference of such Series D Preferred Units after the application of the preceding sentence, then to the extent permitted by applicable law, but otherwise notwithstanding anything to the contrary contained in this Agreement, items of gross income and gain for any preceding taxable year(s) with respect to which IRS Form 1065 Schedules K-1 have not been filed by the Partnership shall be reallocated to all Unitholders then holding Series D Preferred Units, Pro Rata, until the Capital Account in respect of each such Outstanding Series D Preferred Unit after making allocations pursuant to this and the immediately preceding sentence is equal to the Series D Base Liquidation Preference (and no other allocation pursuant to this Agreement shall reverse the effect of such allocation); provided, however, that in the event like allocation rights have been conferred upon other Series D Parity Securities (including pursuant to Sections 5.17(b)(v), 5.18(b)(v), 5.19(b)(v), 5.21(b)(v), 5.22(b)(v) and 5.23(b)(v)), then any such items of gross income and gain shall be reallocated to all Unitholders then holding Series D Preferred Units and such Series D Parity Securities, Pro Rata, until the Capital Account in respect of each Outstanding Series D Preferred Unit and such Series D Parity Security after making allocations pursuant to this and the immediately preceding sentence is equal to the applicable liquidation preference (and no other allocation pursuant to this Agreement shall reverse the effect of such allocation). After such allocations have been made to the Outstanding Series D Preferred Units and any Series D Parity Securities, as applicable, any remaining Net Termination Gain or Net Termination Loss shall be allocated to the Partners pursuant to Section 6.1(c) or (3) to reflect the approximate fair market value thereofSection 6.1(d), as determined the case may be. At the time of the dissolution of the Partnership, subject to Section 17-804 of the Delaware Act, the Record Holders of the Series D Preferred Units shall become entitled to receive any distributions in respect of the Series D Preferred Units that are accrued and unpaid as of the date of such distribution, and shall have the status of, and shall be entitled to all remedies available to, a creditor of the Partnership, and such entitlement of the Record Holders of the Series D Preferred Units to such accrued and unpaid distributions shall have priority over any entitlement of any other Partners or Assignees (other than holders of any Series D Senior Securities or Series D Parity Securities) with respect to any distributions by the Board Partnership to such other Partners or Assignees; provided, however, that the General Partner, as such, will have no liability for any obligations with respect to such distributions to any Record Holder(s) of DirectorsSeries D Preferred Units.

Liquidation Rights. (a) Upon any liquidation, dissolution, or In the event of the dissolution and winding up of the CompanyPartnership under Section 12.4 or a sale, whether voluntary or involuntary, before any distribution or payment shall be made to the holders of Common Stock, subject to the rights of any series of Preferred Stock that may from time to time come into existence, the holders of Series A Preferred, Series B Preferred and Series C Preferred shall be entitled to be paid out of the assets of the Company an amount per share of Series A Preferred, Series B Preferred and Series C Preferred, respectively, equal to their respective Original Issue Price plus all declared and unpaid dividends on the Series A Preferred, Series B Preferred and Series C Preferred, respectively (as adjusted for any stock dividends, combinations, splits, recapitalizations and the like with respect to such shares) for each share of Series A Preferred, Series B Preferred and Series C Preferred held by them. If, upon any such liquidation, distributionexchange, or winding up, the assets of the Company shall be insufficient to make payment in full to all holders of Series A Preferred, Series B Preferred and Series C Preferred of the liquidation preference set forth in this Section 3(a), subject to the rights of any series of Preferred Stock that may from time to time come into existence, then such assets shall be distributed among the holders of Series A Preferred, Series B Preferred and Series C Preferred at the time outstanding, ratably in proportion to the full amounts to which they would otherwise be respectively entitled. (b) After the payment of the full liquidation preference of the Series A Preferred, Series B Preferred and Series C Preferred as set forth in Section 3(a) above, and any other distribution that may be required with respect to any series of Preferred Stock that may from time to time come into existence, the remaining assets of the Company legally available for distribution, if any, shall be distributed ratably to the holders of the Common Stock. (c) The following events shall be considered a liquidation under this Section: (i) any consolidation or merger of the Company with or into any other corporation or other entity or person in which the stockholders of the Company immediately prior to such consolidation or merger own less than 50% of the Company's voting power immediately after such consolidation or merger, excluding any consolidation or merger effected exclusively to change the domicile of the Company (an "Acquisition"); or (ii) a sale disposition of all or substantially all of the assets of the Company Partnership, either voluntary or involuntary, the Record Holders of the Series B Preferred Units shall be entitled to receive, out of the assets of the Partnership available for distribution to the Partners or any Assignees, prior and in preference to any distribution of any assets of the Partnership to the Record Holders of any other class or series of Partnership Interests, (an "Asset Transfer"). i) first, any accumulated and unpaid distributions on the Series B Preferred Units (iiiregardless of whether previously declared) In either and (ii) then, any positive value in each such holder’s Capital Account in respect of such eventsSeries B Preferred Units. If in the year of such dissolution and winding up, if or sale, exchange, or other disposition of all or substantially all of the consideration received assets of the Partnership, any such Record Holder’s Capital Account in respect of such Series B Preferred Units is less than the aggregate Series B Base Liquidation Preference of such Series B Preferred Units, then, notwithstanding anything to the contrary contained in this Agreement, and prior to any other allocation pursuant to this Agreement for such year and any distribution pursuant to the preceding sentence, items of gross income and gain shall be allocated to all Unitholders then holding Series B Preferred Units, Pro Rata, until the Capital Account in respect of each Outstanding Series B Preferred Unit is equal to the Series B Base Liquidation Preference (and no other allocation pursuant to this Agreement shall reverse the effect of such allocation). If in the year of such dissolution and winding up any such Record Holder’s Capital Account in respect of such Series B Preferred Units is less than the aggregate Series B Base Liquidation Preference of such Series B Preferred Units after the application of the preceding sentence, then to the extent permitted by applicable law, but otherwise notwithstanding anything to the contrary contained in this Corporation is other than cashAgreement, its value will be deemed its fair market value as determined in good faith items of gross income and gain for any preceding taxable year(s) with respect to which IRS Form 1065 Schedules K-1 have not been filed by the Board of Directors. Any securities Partnership shall be valued reallocated to all Unitholders then holding Series B Preferred Units, Pro Rata, until the Capital Account in respect of each such Outstanding Series B Preferred Unit after making allocations pursuant to this and the immediately preceding sentence is equal to the Series B Base Liquidation Preference (and no other allocation pursuant to this Agreement shall reverse the effect of such allocation). After such allocations have been made to the Outstanding Series B Preferred Units, any remaining Net Termination Gain or Net Termination Loss shall be allocated to the Partners pursuant to Section 6.1(c) or Section 6.1(d), as follows: (A) Securities not the case may be. At the time of the dissolution of the Partnership, subject to investment letter or other similar restrictions on free marketability covered by (B) below: (1) If traded on a securities exchange or through Section 17-804 of the Nasdaq National MarketDelaware Act, the value Record Holders of the Series B Preferred Units shall become entitled to receive any distributions in respect of the Series B Preferred Units that are accrued and unpaid as of the date of such distribution, and shall have the status of, and shall be deemed entitled to be the average all remedies available to, a creditor of the closing prices Partnership, and such entitlement of the securities on such quotation system over the thirty (30) day period ending three (3) days prior to the closing; (2) If actively traded over-the-counter, the value shall be deemed to be the average Record Holders of the closing bid Series B Preferred Units to such accrued and unpaid distributions shall have priority over any entitlement of any other Partners or sale prices (whichever is applicable) over Assignees with respect to any distributions by the thirty (30) day period ending three (3) days prior Partnership to such other Partners or Assignees; provided, however, that the closing; and (3) If there is no active public market, the value shall be the fair market value thereofGeneral Partner, as determined by the Board such, will have no liability for any obligations with respect to such distributions to any Record Holder(s) of DirectorsSeries B Preferred Units. (B) The method of valuation of securities subject to investment letter or other restrictions on free marketability (other than restrictions arising solely by virtue of a stockholder's status as an affiliate or former affiliate) shall be to make an appropriate discount from the market value determined as above in (A) (1), (2) or (3) to reflect the approximate fair market value thereof, as determined by the Board of Directors.

Liquidation Rights. (a) Upon any liquidation, dissolution, or In the event of the dissolution and winding up of the CompanyPartnership under Section 12.4 or a sale, whether voluntary or involuntary, before any distribution or payment shall be made to the holders of Common Stock, subject to the rights of any series of Preferred Stock that may from time to time come into existence, the holders of Series A Preferred, Series B Preferred and Series C Preferred shall be entitled to be paid out of the assets of the Company an amount per share of Series A Preferred, Series B Preferred and Series C Preferred, respectively, equal to their respective Original Issue Price plus all declared and unpaid dividends on the Series A Preferred, Series B Preferred and Series C Preferred, respectively (as adjusted for any stock dividends, combinations, splits, recapitalizations and the like with respect to such shares) for each share of Series A Preferred, Series B Preferred and Series C Preferred held by them. If, upon any such liquidation, distributionexchange, or winding up, the assets of the Company shall be insufficient to make payment in full to all holders of Series A Preferred, Series B Preferred and Series C Preferred of the liquidation preference set forth in this Section 3(a), subject to the rights of any series of Preferred Stock that may from time to time come into existence, then such assets shall be distributed among the holders of Series A Preferred, Series B Preferred and Series C Preferred at the time outstanding, ratably in proportion to the full amounts to which they would otherwise be respectively entitled. (b) After the payment of the full liquidation preference of the Series A Preferred, Series B Preferred and Series C Preferred as set forth in Section 3(a) above, and any other distribution that may be required with respect to any series of Preferred Stock that may from time to time come into existence, the remaining assets of the Company legally available for distribution, if any, shall be distributed ratably to the holders of the Common Stock. (c) The following events shall be considered a liquidation under this Section: (i) any consolidation or merger of the Company with or into any other corporation or other entity or person in which the stockholders of the Company immediately prior to such consolidation or merger own less than 50% of the Company's voting power immediately after such consolidation or merger, excluding any consolidation or merger effected exclusively to change the domicile of the Company (an "Acquisition"); or (ii) a sale disposition of all or substantially all of the assets of the Company (an "Asset Transfer"). (iii) In Partnership, either voluntary or involuntary, the Record Holders of such events, if the consideration received by this Corporation is other than cash, its value will be deemed its fair market value as determined in good faith by the Board of Directors. Any securities Series F Preferred Units shall be valued as follows: (A) Securities not subject entitled to investment letter or other similar restrictions on free marketability covered by (B) below: (1) If traded on a securities exchange or through the Nasdaq National Marketreceive, the value shall be deemed to be the average out of the closing prices assets of the securities on such quotation system over the thirty (30) day period ending three (3) days prior Partnership available for distribution to the closing; (2) If actively traded over-the-counterPartners or any Assignees, the value shall be deemed prior and in preference to be the average any distribution of any assets of the closing bid or sale prices (whichever is applicable) over the thirty (30) day period ending three (3) days prior Partnership to the closing; and (3) If there is no active public market, the value shall be the fair market value thereof, as determined by the Board Record Holders of Directors. (B) The method any other class or series of valuation of securities subject to investment letter or other restrictions on free marketability Partnership Interests (other than restrictions arising solely by virtue of a stockholder's status as an affiliate Series F Senior Securities or former affiliate) shall be to make an appropriate discount from the market value determined as above in (A) (1Series F Parity Securities), (2i) first, any accumulated and unpaid distributions on the Series F Preferred Units (regardless of whether previously declared) and (ii) then, any positive value in each such holder’s Capital Account in respect of such Series F Preferred Units. If in the year of such dissolution and winding up, or sale, exchange, or other disposition of all or substantially all of the assets of the Partnership, any such Record Holder’s Capital Account in respect of such Series F Preferred Units is less than the aggregate Series F Base Liquidation Preference of such Series F Preferred Units, then, notwithstanding anything to the contrary contained in this Agreement, and prior to any other allocation pursuant to this Agreement for such year and any distribution pursuant to the preceding sentence (other than any allocations or distributions made with respect to any other Series F Parity Securities upon which like allocation and distribution rights have been conferred), items of gross income and gain shall be allocated to all Unitholders then holding Series F Preferred Units, Pro Rata, until the Capital Account in respect of each Outstanding Series F Preferred Unit is equal to the Series F Base Liquidation Preference (and no other allocation pursuant to this Agreement shall reverse the effect of such allocation); provided, however, that in the event that like allocation rights have been conferred upon other Series F Parity Securities (including pursuant to Section 5.11(b)(v), Section 5.12(b)(v), Section 5.13(b)(v), Section 5.14(b)(v), Section 5.16(b)(v) and Agreement shall reverse the effect of such allocation). If in the year of such dissolution and winding up any such Record Holder’s Capital Account in respect of such Series F Preferred Units is less than the aggregate Series F Base Liquidation Preference of such Series F Preferred Units after the application of the preceding sentence, then to the extent permitted by applicable law, but otherwise notwithstanding anything to the contrary contained in this Agreement, items of gross income and gain for any preceding taxable year(s) with respect to which IRS Form 1065 Schedules K-1 have not been filed by the Partnership shall be reallocated to all Unitholders then holding Series F Preferred Units, Pro Rata, until the Capital Account in respect of each such Outstanding Series F Preferred Unit after making allocations pursuant to this and the immediately preceding sentence is equal to the Series F Base Liquidation Preference (and no other allocation pursuant to this Agreement shall reverse the effect of such allocation); provided, however, that in the event like allocation rights have been conferred upon other Series F Parity Securities (including pursuant to Section 5.11(b)(v), Section 5.12(b)(v), Section 5.13(b)(v), Section 5.14(b)(v), Section 5.16(b)(v) and Section 5.19(b)(v)), then any such items of gross income and gain shall be reallocated to all Unitholders then holding Series F Preferred Units and such Series F Parity Securities, Pro Rata, until the Capital Account in respect of each Outstanding Series F Preferred Unit and such Series F Parity Security after making allocations pursuant to this and the immediately preceding sentence is equal to the applicable liquidation preference (and no other allocation pursuant to this Agreement shall reverse the effect of such allocation). After such allocations have been made to the Outstanding Series F Preferred Units and any Series F Parity Securities, as applicable, any remaining Net Termination Gain or Net Termination Loss shall be allocated to the Partners pursuant to Section 6.1(c) or (3) to reflect the approximate fair market value thereofSection 6.1(d), as determined the case may be. At the time of the dissolution of the Partnership, subject to Section 17-804 of the Delaware Act, the Record Holders of the Series F Preferred Units shall become entitled to receive any distributions in respect of the Series F Preferred Units that are accrued and unpaid as of the date of such distribution, and shall have the status of, and shall be entitled to all remedies available to, a creditor of the Partnership, and such entitlement of the Record Holders of the Series F Preferred Units to such accrued and unpaid distributions shall have priority over any entitlement of any other Partners or Assignees (other than holders of any Series F Senior Securities or Series F Parity Securities) with respect to any distributions by the Board Partnership to such other Partners or Assignees; provided, however, that the General Partner, as such, will have no liability for any obligations with respect to such distributions to any Record Holder(s) of DirectorsSeries F Preferred Units.

Liquidation Rights. (a) Upon In the event of any liquidation, dissolution, or and winding up of the CompanyPartnership under Section 12.4 or a sale, whether voluntary or involuntary, before any distribution or payment shall be made to the holders of Common Stock, subject to the rights of any series of Preferred Stock that may from time to time come into existence, the holders of Series A Preferred, Series B Preferred and Series C Preferred shall be entitled to be paid out of the assets of the Company an amount per share of Series A Preferred, Series B Preferred and Series C Preferred, respectively, equal to their respective Original Issue Price plus all declared and unpaid dividends on the Series A Preferred, Series B Preferred and Series C Preferred, respectively (as adjusted for any stock dividends, combinations, splits, recapitalizations and the like with respect to such shares) for each share of Series A Preferred, Series B Preferred and Series C Preferred held by them. If, upon any such liquidation, distributionexchange, or winding up, the assets of the Company shall be insufficient to make payment in full to all holders of Series A Preferred, Series B Preferred and Series C Preferred of the liquidation preference set forth in this Section 3(a), subject to the rights of any series of Preferred Stock that may from time to time come into existence, then such assets shall be distributed among the holders of Series A Preferred, Series B Preferred and Series C Preferred at the time outstanding, ratably in proportion to the full amounts to which they would otherwise be respectively entitled. (b) After the payment of the full liquidation preference of the Series A Preferred, Series B Preferred and Series C Preferred as set forth in Section 3(a) above, and any other distribution that may be required with respect to any series of Preferred Stock that may from time to time come into existence, the remaining assets of the Company legally available for distribution, if any, shall be distributed ratably to the holders of the Common Stock. (c) The following events shall be considered a liquidation under this Section: (i) any consolidation or merger of the Company with or into any other corporation or other entity or person in which the stockholders of the Company immediately prior to such consolidation or merger own less than 50% of the Company's voting power immediately after such consolidation or merger, excluding any consolidation or merger effected exclusively to change the domicile of the Company (an "Acquisition"); or (ii) a sale disposition of all or substantially all of the assets of the Company (an "Asset Transfer"). (iii) In Partnership, either voluntary or involuntary, the Record Holders of such eventsthe Series A Preferred Units shall be entitled to receive, if out of the consideration received by this Corporation is assets of the Partnership available for distribution to the Partners or any Assignees, prior and in preference to any distribution of any assets of the Partnership to the Record Holders of any other class or series of Partnership Interests other than cashthe Series A Preferred Units, its value will be deemed its fair market value as determined in good faith by the Board of Directors. Any securities shall be valued as follows: (A) Securities not subject to investment letter or other similar restrictions first, any accumulated and unpaid distributions on free marketability covered by the Series A Preferred Units (regardless of whether previously declared) and (B) below: then, any positive value in each such holder’s Capital Account in respect of such Series A Preferred Units. If in the year of such liquidation and winding up, or sale, exchange, or other disposition of all or substantially all of the assets of the Partnership, any such Record Holder’s Capital Account in respect of such Series A Preferred Units is less than the aggregate Series A Preferred Base Liquidation Preference of such Series A Preferred Units, then, after the allocations specified in Section 6.1(c)(i)(A) have been made, but otherwise notwithstanding anything to the contrary contained in this Agreement, and prior to any other allocation pursuant to this Agreement for such year and any distribution pursuant to the preceding sentence, items of gross income and gain shall be allocated to all Unitholders then holding Series A Preferred Units, Pro Rata, until the Capital Account in respect of each Outstanding Series A Preferred Unit is equal to the Series A Preferred Base Liquidation Preference (1and no other allocation pursuant to this Agreement shall reverse the effect of such allocation). If in the year of such liquidation, dissolution, or winding up any such Record Holder’s Capital Account in respect of such Series A Preferred Units is less than the aggregate Series A Preferred Base Liquidation Preference of such Series A Preferred Units after the application of the preceding sentence, then to the extent permitted by applicable law and after making any allocations required under Section 6.1(c)(i)(A), but otherwise notwithstanding anything to the contrary contained in this Agreement, items of gross income and gain for any preceding taxable period(s) If traded on a securities exchange with respect to which IRS Form 1065 Schedules K-1 have not been filed by the Partnership shall be reallocated to all Unitholders then holding Series A Preferred Units, Pro Rata, until the Capital Account in respect of each such Outstanding Series A Preferred Unit after making allocations pursuant to this and the immediately preceding sentence is equal to the Series A Preferred Base Liquidation Preference (and no other allocation pursuant to this Agreement shall reverse the effect of such allocation). After such allocations have been made to the Outstanding Series A Preferred Units, any remaining Net Termination Gain or through Net Termination Loss shall be allocated to the Nasdaq National MarketPartners pursuant to Section 6.1(c). At the time of the dissolution of the Partnership, subject to Section 17-804 of the Delaware Act, the value Record Holders of the Series A Preferred Units shall become entitled to receive any distributions in respect of the Series A Preferred Units that are accrued and unpaid as of the date of such distribution, and shall have the status of, and shall be deemed entitled to be the average all remedies available to, a creditor of the closing prices Partnership, and such entitlement of the securities on such quotation system over the thirty (30) day period ending three (3) days prior to the closing; (2) If actively traded over-the-counter, the value shall be deemed to be the average Record Holders of the closing bid Series A Preferred Units to such accrued and unpaid distributions shall have priority over any entitlement of any other Partners or sale prices (whichever is applicable) over Assignees with respect to any distributions by the thirty (30) day period ending three (3) days prior Partnership to such other Partners or Assignees except for distributions in respect of Series A Preferred Units pursuant to Section 5.14(b)(ii); provided, however, that the closing; and (3) If there is no active public market, the value shall be the fair market value thereofGeneral Partner, as determined by the Board such, will have no liability for any obligations with respect to such distributions to any Record Holder(s) of DirectorsSeries A Preferred Units. (B) The method of valuation of securities subject to investment letter or other restrictions on free marketability (other than restrictions arising solely by virtue of a stockholder's status as an affiliate or former affiliate) shall be to make an appropriate discount from the market value determined as above in (A) (1), (2) or (3) to reflect the approximate fair market value thereof, as determined by the Board of Directors.

Liquidation Rights. (a) Upon any liquidation, dissolution, or In the event of the dissolution and winding up of the CompanyPartnership under Section 12.4 or a sale, whether voluntary or involuntary, before any distribution or payment shall be made to the holders of Common Stock, subject to the rights of any series of Preferred Stock that may from time to time come into existence, the holders of Series A Preferred, Series B Preferred and Series C Preferred shall be entitled to be paid out of the assets of the Company an amount per share of Series A Preferred, Series B Preferred and Series C Preferred, respectively, equal to their respective Original Issue Price plus all declared and unpaid dividends on the Series A Preferred, Series B Preferred and Series C Preferred, respectively (as adjusted for any stock dividends, combinations, splits, recapitalizations and the like with respect to such shares) for each share of Series A Preferred, Series B Preferred and Series C Preferred held by them. If, upon any such liquidation, distributionexchange, or winding up, the assets of the Company shall be insufficient to make payment in full to all holders of Series A Preferred, Series B Preferred and Series C Preferred of the liquidation preference set forth in this Section 3(a), subject to the rights of any series of Preferred Stock that may from time to time come into existence, then such assets shall be distributed among the holders of Series A Preferred, Series B Preferred and Series C Preferred at the time outstanding, ratably in proportion to the full amounts to which they would otherwise be respectively entitled. (b) After the payment of the full liquidation preference of the Series A Preferred, Series B Preferred and Series C Preferred as set forth in Section 3(a) above, and any other distribution that may be required with respect to any series of Preferred Stock that may from time to time come into existence, the remaining assets of the Company legally available for distribution, if any, shall be distributed ratably to the holders of the Common Stock. (c) The following events shall be considered a liquidation under this Section: (i) any consolidation or merger of the Company with or into any other corporation or other entity or person in which the stockholders of the Company immediately prior to such consolidation or merger own less than 50% of the Company's voting power immediately after such consolidation or merger, excluding any consolidation or merger effected exclusively to change the domicile of the Company (an "Acquisition"); or (ii) a sale disposition of all or substantially all of the assets of the Company (an "Asset Transfer"). (iii) In Partnership, either voluntary or involuntary, the Record Holders of such events, if the consideration received by this Corporation is other than cash, its value will be deemed its fair market value as determined in good faith by the Board of Directors. Any securities Series B Preferred Units shall be valued as follows: entitled to receive, out of the assets of the Partnership available for distribution to the Partners or any Assignees, prior and in preference to any distribution of any assets of the Partnership to the Record Holders of any other class or series of Partnership Interests, (A) Securities not subject to investment letter or other similar restrictions first, any accumulated and unpaid distributions on free marketability covered by the Series B Preferred Units (regardless of whether previously declared) and (B) below: then, any positive value in each such holder’s Capital Account in respect of such Series B Preferred Units. If in the year of such dissolution and winding up, or sale, exchange, or other disposition of all or substantially all of the assets of the Partnership, any such Record Holder’s Capital Account in respect of such Series B Preferred Units is less than the aggregate Series B Base Liquidation Preference of such Series B Preferred Units, then, notwithstanding anything to the contrary contained in this Agreement, and prior to any other allocation pursuant to this Agreement for such year and any distribution pursuant to the preceding sentence, items of gross income and gain shall be allocated to all Unitholders then holding Series B Preferred Units, Pro Rata, until the Capital Account in respect of each Outstanding Series B Preferred Unit is equal to the Series B Base Liquidation Preference (1and no other allocation pursuant to this Agreement shall reverse the effect of such allocation). If in the year of such dissolution and winding up any such Record Holder’s Capital Account in respect of such Series B Preferred Units is less than the aggregate Series B Base Liquidation Preference of such Series B Preferred Units after the application of the preceding sentence, then to the extent permitted by applicable law, but otherwise notwithstanding anything to the contrary contained in this Agreement, items of gross income and gain for any preceding taxable year(s) If traded on a securities exchange with respect to which IRS Form 1065 Schedules K-1 have not been filed by the Partnership shall be reallocated to all Unitholders then holding Series B Preferred Units, Pro Rata, until the Capital Account in respect of each such Outstanding Series B Preferred Unit after making allocations pursuant to this and the immediately preceding sentence is equal to the Series B Base Liquidation Preference (and no other allocation pursuant to this Agreement shall reverse the effect of such allocation). After such allocations have been made to the Outstanding Series B Preferred Units, any remaining Net Termination Gain or through Net Termination Loss shall be allocated to the Nasdaq National MarketPartners pursuant to Section 6.1(c) or Section 6.1(d), as the case may be. At the time of the dissolution of the Partnership, subject to Section 17-804 of the Delaware Act, the value Record Holders of the Series B Preferred Units shall become entitled to receive any distributions in respect of the Series B Preferred Units that are accrued and unpaid as of the date of such distribution, and shall have the status of, and shall be deemed entitled to be the average all remedies available to, a creditor of the closing prices Partnership, and such entitlement of the securities on such quotation system over the thirty (30) day period ending three (3) days prior to the closing; (2) If actively traded over-the-counter, the value shall be deemed to be the average Record Holders of the closing bid Series B Preferred Units to such accrued and unpaid distributions shall have priority over any entitlement of any other Partners or sale prices (whichever is applicable) over Assignees with respect to any distributions by the thirty (30) day period ending three (3) days prior Partnership to such other Partners or Assignees; provided, however, that the closing; and (3) If there is no active public market, the value shall be the fair market value thereofGeneral Partner, as determined by the Board such, will have no liability for any obligations with respect to such distributions to any Record Holder(s) of DirectorsSeries B Preferred Units. (B) The method of valuation of securities subject to investment letter or other restrictions on free marketability (other than restrictions arising solely by virtue of a stockholder's status as an affiliate or former affiliate) shall be to make an appropriate discount from the market value determined as above in (A) (1), (2) or (3) to reflect the approximate fair market value thereof, as determined by the Board of Directors.

Liquidation Rights. (a) Upon In the event of any liquidation, dissolution, or and winding up of the CompanyPartnership under Section 12.4 or a sale, whether voluntary or involuntary, before any distribution or payment shall be made to the holders of Common Stock, subject to the rights of any series of Preferred Stock that may from time to time come into existence, the holders of Series A Preferred, Series B Preferred and Series C Preferred shall be entitled to be paid out of the assets of the Company an amount per share of Series A Preferred, Series B Preferred and Series C Preferred, respectively, equal to their respective Original Issue Price plus all declared and unpaid dividends on the Series A Preferred, Series B Preferred and Series C Preferred, respectively (as adjusted for any stock dividends, combinations, splits, recapitalizations and the like with respect to such shares) for each share of Series A Preferred, Series B Preferred and Series C Preferred held by them. If, upon any such liquidation, distributionexchange, or winding up, the assets of the Company shall be insufficient to make payment in full to all holders of Series A Preferred, Series B Preferred and Series C Preferred of the liquidation preference set forth in this Section 3(a), subject to the rights of any series of Preferred Stock that may from time to time come into existence, then such assets shall be distributed among the holders of Series A Preferred, Series B Preferred and Series C Preferred at the time outstanding, ratably in proportion to the full amounts to which they would otherwise be respectively entitled. (b) After the payment of the full liquidation preference of the Series A Preferred, Series B Preferred and Series C Preferred as set forth in Section 3(a) above, and any other distribution that may be required with respect to any series of Preferred Stock that may from time to time come into existence, the remaining assets of the Company legally available for distribution, if any, shall be distributed ratably to the holders of the Common Stock. (c) The following events shall be considered a liquidation under this Section: (i) any consolidation or merger of the Company with or into any other corporation or other entity or person in which the stockholders of the Company immediately prior to such consolidation or merger own less than 50% of the Company's voting power immediately after such consolidation or merger, excluding any consolidation or merger effected exclusively to change the domicile of the Company (an "Acquisition"); or (ii) a sale disposition of all or substantially all of the assets of the Company (an "Asset Transfer"). (iii) In Partnership, either voluntary or involuntary, the Record Holders of such eventsthe Series A Preferred Units shall be entitled to receive, if out of the consideration received by this Corporation is assets of the Partnership available for distribution to the Partners or any Assignees, prior and in preference to any distribution of any assets of the Partnership to the Record Holders of any other class or series of Partnership Interests other than cashthe Series A Preferred Units, its value will be deemed its fair market value as determined in good faith by the Board of Directors. Any securities shall be valued as follows: Series A Preferred Senior Securities and the Series A Preferred Parity Securities, (A) Securities not subject to investment letter or other similar restrictions first, any accumulated and unpaid distributions on free marketability covered by the Series A Preferred Units (regardless of whether previously declared) and (B) below: then, any positive value in each such holder’s Capital Account in respect of such Series A Preferred Units. If in the year of such liquidation and winding up, or sale, exchange, or other disposition of all or substantially all of the assets of the Partnership, any such Record Holder’s Capital Account in respect of such Series A Preferred Units is less than the aggregate Series A Preferred Base Liquidation Preference of such Series A Preferred Units, then, after the allocations specified in Section 6.1(c)(i)(A) have been made, but otherwise notwithstanding anything to the contrary contained in this Agreement, and prior to any other allocation pursuant to this Agreement for such year and any distribution pursuant to the preceding sentence, items of gross income and gain shall be allocated to all Unitholders then holding Series A Preferred Units and Unitholders then holding any Series A Preferred Parity Securities, Pro Rata, until the Capital Account in respect of each Outstanding Series A Preferred Unit is equal to the Series A Preferred Base Liquidation Preference and the Capital Account in respect of each Outstanding Series A Preferred Parity Security is equal to the liquidation preference of such Series A Preferred Parity Security (1and no other allocation pursuant to this Agreement shall reverse the effect of such allocation). If in the year of such liquidation, dissolution, or winding up any such Record Holder’s Capital Account in respect of such Series A Preferred Units is less than the aggregate Series A Preferred Base Liquidation Preference of such Series A Preferred Units after the application of the preceding sentence, then to the extent permitted by applicable law and after making any allocations required under Section 6.1(c)(i)(A), but otherwise notwithstanding anything to the contrary contained in this Agreement, items of gross income and gain for any preceding taxable period(s) If traded on a securities exchange with respect to which IRS Form 1065 Schedules K-1 have not been filed by the Partnership shall be reallocated to all Unitholders then holding Series A Preferred Units and Unitholders then holding any Series A Preferred Parity Securities, Pro Rata, until after making allocations pursuant to this and the immediately preceding sentence the Capital Account in respect of each such Outstanding Series A Preferred Unit is equal to the Series A Preferred Base Liquidation Preference and the Capital Account in respect of each Outstanding Series A Preferred Parity Security is equal to the liquidation preference of such Series A Preferred Parity Security (and no other allocation pursuant to this Agreement shall reverse the effect of such allocation). After such allocations have been Table of Contents made to the Outstanding Series A Preferred Units and any Outstanding Series A Preferred Parity Securities, any remaining Net Termination Gain or through Net Termination Loss shall be allocated to the Nasdaq National MarketPartners pursuant to Section 6.1(c). At the time of the dissolution of the Partnership, subject to Section 17-804 of the Delaware Act, the value Record Holders of the Series A Preferred Units shall become entitled to receive any distributions in respect of the Series A Preferred Units that are accrued and unpaid as of the date of such distribution, and shall have the status of, and shall be deemed entitled to be the average all remedies available to, a creditor of the closing prices Partnership, and such entitlement of the securities on such quotation system over the thirty (30) day period ending three (3) days prior to the closing; (2) If actively traded over-the-counter, the value shall be deemed to be the average Record Holders of the closing bid Series A Preferred Units to such accrued and unpaid distributions shall have priority over any entitlement of any other Partners or sale prices (whichever is applicable) over Assignees with respect to any distributions by the thirty (30) day period ending three (3) days prior Partnership to such other Partners or Assignees except for distributions in respect of Series A Preferred Units pursuant to Section 5.14(b)(ii); provided, however, that the closing; and (3) If there is no active public market, the value shall be the fair market value thereofGeneral Partner, as determined by the Board such, will have no liability for any obligations with respect to such distributions to any Record Holder(s) of DirectorsSeries A Preferred Units. (B) The method of valuation of securities subject to investment letter or other restrictions on free marketability (other than restrictions arising solely by virtue of a stockholder's status as an affiliate or former affiliate) shall be to make an appropriate discount from the market value determined as above in (A) (1), (2) or (3) to reflect the approximate fair market value thereof, as determined by the Board of Directors.

Liquidation Rights. (a) Upon any liquidation, dissolution, or In the event of the dissolution and winding up of the CompanyPartnership under Section 12.4 or a sale, whether voluntary or involuntary, before any distribution or payment shall be made to the holders of Common Stock, subject to the rights of any series of Preferred Stock that may from time to time come into existence, the holders of Series A Preferred, Series B Preferred and Series C Preferred shall be entitled to be paid out of the assets of the Company an amount per share of Series A Preferred, Series B Preferred and Series C Preferred, respectively, equal to their respective Original Issue Price plus all declared and unpaid dividends on the Series A Preferred, Series B Preferred and Series C Preferred, respectively (as adjusted for any stock dividends, combinations, splits, recapitalizations and the like with respect to such shares) for each share of Series A Preferred, Series B Preferred and Series C Preferred held by them. If, upon any such liquidation, distributionexchange, or winding up, the assets of the Company shall be insufficient to make payment in full to all holders of Series A Preferred, Series B Preferred and Series C Preferred of the liquidation preference set forth in this Section 3(a), subject to the rights of any series of Preferred Stock that may from time to time come into existence, then such assets shall be distributed among the holders of Series A Preferred, Series B Preferred and Series C Preferred at the time outstanding, ratably in proportion to the full amounts to which they would otherwise be respectively entitled. (b) After the payment of the full liquidation preference of the Series A Preferred, Series B Preferred and Series C Preferred as set forth in Section 3(a) above, and any other distribution that may be required with respect to any series of Preferred Stock that may from time to time come into existence, the remaining assets of the Company legally available for distribution, if any, shall be distributed ratably to the holders of the Common Stock. (c) The following events shall be considered a liquidation under this Section: (i) any consolidation or merger of the Company with or into any other corporation or other entity or person in which the stockholders of the Company immediately prior to such consolidation or merger own less than 50% of the Company's voting power immediately after such consolidation or merger, excluding any consolidation or merger effected exclusively to change the domicile of the Company (an "Acquisition"); or (ii) a sale disposition of all or substantially all of the assets of the Company (an "Asset Transfer"). (iii) In Partnership, either voluntary or involuntary, the Record Holders of such events, if the consideration received by this Corporation is other than cash, its value will be deemed its fair market value as determined in good faith by the Board of Directors. Any securities Series I Preferred Units shall be valued as follows: (A) Securities not subject entitled to investment letter or other similar restrictions on free marketability covered by (B) below: (1) If traded on a securities exchange or through the Nasdaq National Marketreceive, the value shall be deemed to be the average out of the closing prices assets of the securities on such quotation system over the thirty (30) day period ending three (3) days prior Partnership available for distribution to the closing; (2) If actively traded over-the-counterPartners or any Assignees, the value shall be deemed prior and in preference to be the average any distribution of any assets of the closing bid or sale prices (whichever is applicable) over the thirty (30) day period ending three (3) days prior Partnership to the closing; and (3) If there is no active public market, the value shall be the fair market value thereof, as determined by the Board Record Holders of Directors. (B) The method any other class or series of valuation of securities subject to investment letter or other restrictions on free marketability Partnership Interests (other than restrictions arising solely by virtue Series I Senior Securities or Series I Parity Securities), the positive value in each such holder’s Capital Account in respect of a stockholder's status as an affiliate such Series I Preferred Units. If in the year of such dissolution and winding up, or former affiliate) sale, exchange, or other disposition of all or substantially all of the assets of the Partnership, any such Record Holder’s Capital Account in respect of such Series I Preferred Units is less than the aggregate Series I Base Liquidation Preference of such Series I Preferred Units, then, notwithstanding anything to the contrary contained in this Agreement, and prior to any other allocation pursuant to this Agreement for such year and any distribution pursuant to the preceding sentence (other than any allocations or distributions made with respect to any other Series I Parity Securities upon which like allocation and distribution rights have been conferred), items of gross income and gain shall be allocated to make an appropriate discount from all Unitholders then holding Series I Preferred Units, Pro Rata, until the market value determined as above Capital Account in respect of each Outstanding Series I Preferred Unit is equal to the Series I Base Liquidation Preference (Aand no other allocation pursuant to this Agreement shall reverse the effect of such allocation); provided, however, that in the event that like allocation rights have been conferred upon other Series I Parity Securities (including pursuant to Sections 5.17(b)(v), 5.18(b)(v), 5.19(b)(v), 5.20(b)(v), 5.21(b) (1v), 5.22(b)(v), 5.23(b)(v) and 5.25(b)(v)), then items of gross income and gain shall be allocated to all Unitholders then holding Series I Preferred Units and such Series I Parity Securities, Pro Rata, until the Capital Account in respect of each Outstanding Series I Preferred Unit and such Series I Parity Security is equal to the applicable liquidation preference (2and no other allocation pursuant to this Agreement shall reverse the effect of such allocation). If in the year of such dissolution and winding up any such Record Holder’s Capital Account in respect of such Series I Preferred Units is less than the aggregate Series I Base Liquidation Preference of such Series I Preferred Units after the application of the preceding sentence, then to the extent permitted by applicable law, but otherwise notwithstanding anything to the contrary contained in this Agreement, items of gross income and gain for any preceding taxable year(s) with respect to which IRS Form 1065 Schedules K-1 have not been filed by the Partnership shall be reallocated to all Unitholders then holding Series I Preferred Units, Pro Rata, until the Capital Account in respect of each such Outstanding Series I Preferred Unit after making allocations pursuant to this and the immediately preceding sentence is equal to the Series I Base Liquidation Preference (and no other allocation pursuant to this Agreement shall reverse the effect of such allocation); provided, however, that in the event like allocation rights have been conferred upon other Series I Parity Securities (including pursuant to Sections 5.17(b)(v), 5.18(b)(v), 5.19(b)(v), 5.20(b)(v), 5.21(b)(v), 5.22(b)(v), 5.23(b)(v) and 5.25(b)(v)), then any such items of gross income and gain shall be reallocated to all Unitholders then holding Series I Preferred Units and such Series I Parity Securities, Pro Rata, until the Capital Account in respect of each Outstanding Series I Preferred Unit and such Series I Parity Security after making allocations pursuant to this and the immediately preceding sentence is equal to the applicable liquidation preference (and no other allocation pursuant to this Agreement shall reverse the effect of such allocation). After such allocations have been made to the Outstanding Series I Preferred Units and any Series I Parity Securities, as applicable, any remaining Net Termination Gain or Net Termination Loss shall be allocated to the Partners pursuant to Section 6.1(c) or (3) to reflect the approximate fair market value thereofSection 6.1(d), as determined the case may be. At the time of the dissolution of the Partnership, subject to Section 17-804 of the Delaware Act, the Record Holders of the Series I Preferred Units shall become entitled to receive any distributions in respect of the Series I Preferred Units that are accrued and unpaid as of the date of such distribution, and shall have the status of, and shall be entitled to all remedies available to, a creditor of the Partnership, and such entitlement of the Record Holders of the Series I Preferred Units to such accrued and unpaid distributions shall have priority over any entitlement of any other Partners or Assignees (other than holders of any Series I Senior Securities or Series I Parity Securities) with respect to any distributions by the Board Partnership to such other Partners or Assignees; provided, however, that the General Partner, as such, will have no liability for any obligations with respect to such distributions to any Record Holder(s) of DirectorsSeries I Preferred Units.

Liquidation Rights. (a) Upon In the event of any voluntary or involuntary liquidation, dissolution, dissolution or winding up of the Company, whether voluntary or involuntary, before any distribution or payment shall be made to the holders of Common Stock, subject to the rights of any series of Preferred Stock that may from time to time come into existencePartnership, the holders holder of Series A Preferred, Series B Preferred and Series C Preferred shall Units will be entitled to be paid out of the assets the Partnership has legally available for distribution to owners of Units, subject to the preferential rights of the Company an amount per share holders of Series A Preferred, Series B Preferred and any class or series of Units of the Partnership it may issue ranking senior to the Series C Preferred, respectively, equal to their respective Original Issue Price plus all declared and unpaid dividends on the Series A Preferred, Series B Preferred and Series C Preferred, respectively (as adjusted for any stock dividends, combinations, splits, recapitalizations and the like Units with respect to such sharesthe distribution of assets upon liquidation, dissolution or winding up, a liquidation preference of Twenty-Five Dollars ($25.00) for each share per Unit, plus an amount equal to any accumulated and unpaid distributions to, but not including, the date of Series A Preferredpayment, Series B Preferred and before any distribution of assets is made to holders of Common Units or any other class or series of Units of the Partnership it may issue that ranks junior to the Series C Preferred held by themUnits as to liquidation rights. IfAfter payment of the full amount of the liquidating distributions provided for in this Exhibit G to the holder of the Series C Preferred Units, such holder shall have no right or claim to any of the remaining assets of the Partnership with respect to its holdings of Series C Preferred Units. (b) In the event that, upon any such voluntary or involuntary liquidation, distribution, dissolution or winding up, the available assets of the Company shall be Partnership are insufficient to make payment in full to pay the amount of the liquidating distributions on all holders of Series A Preferred, Series B Preferred and outstanding Series C Preferred Units and the corresponding amounts payable on all other classes or series of Units of the liquidation preference set forth Partnership that it may issue ranking on a parity with the Series C Preferred Units in this Section 3(a), subject to the rights distribution of any series of Preferred Stock that may from time to time come into existenceassets, then such assets shall be distributed among the holders of Series A Preferred, Series B Preferred and the Series C Preferred at the time outstanding, Units and all other such classes or series of Units shall share ratably in any such distribution of assets in proportion to the full amounts liquidating distributions to which they would otherwise be respectively entitled. (b) After the payment of the full liquidation preference of the Series A Preferred, Series B Preferred and Series C Preferred as set forth in Section 3(a) above, and any other distribution that may be required with respect to any series of Preferred Stock that may from time to time come into existence, the remaining assets of the Company legally available for distribution, if any, shall be distributed ratably to the holders of the Common Stock. (c) The following events shall be considered a liquidation under this Section: (i) any consolidation or merger of the Company with or into any other corporation or other entity or person in which the stockholders of the Company immediately prior to such consolidation or merger own less than 50% of the Company's voting power immediately after such consolidation or merger, excluding any consolidation or merger effected exclusively to change the domicile of the Company (an "Acquisition"); or (ii) a sale of all or substantially all of the assets of the Company (an "Asset Transfer"). (iii) In either of such events, if the consideration received by this Corporation is other than cash, its value will be deemed its fair market value as determined in good faith by the Board of Directors. Any securities shall be valued as follows: (A) Securities not subject to investment letter or other similar restrictions on free marketability covered by (B) below: (1) If traded on a securities exchange or through the Nasdaq National Market, the value shall be deemed to be the average of the closing prices of the securities on such quotation system over the thirty (30) day period ending three (3) days prior to the closing; (2) If actively traded over-the-counter, the value shall be deemed to be the average of the closing bid or sale prices (whichever is applicable) over the thirty (30) day period ending three (3) days prior to the closing; and (3) If there is no active public market, the value shall be the fair market value thereof, as determined by the Board of Directors. (B) The method of valuation of securities subject to investment letter or other restrictions on free marketability (other than restrictions arising solely by virtue of a stockholder's status as an affiliate or former affiliate) shall be to make an appropriate discount from the market value determined as above in (A) (1), (2) or (3) to reflect the approximate fair market value thereof, as determined by the Board of Directors.

Liquidation Rights. (a) Upon In the event of any liquidation, dissolution, or and winding up of the CompanyPartnership under Section 12.4 or a sale, whether voluntary or involuntary, before any distribution or payment shall be made to the holders of Common Stock, subject to the rights of any series of Preferred Stock that may from time to time come into existence, the holders of Series A Preferred, Series B Preferred and Series C Preferred shall be entitled to be paid out of the assets of the Company an amount per share of Series A Preferred, Series B Preferred and Series C Preferred, respectively, equal to their respective Original Issue Price plus all declared and unpaid dividends on the Series A Preferred, Series B Preferred and Series C Preferred, respectively (as adjusted for any stock dividends, combinations, splits, recapitalizations and the like with respect to such shares) for each share of Series A Preferred, Series B Preferred and Series C Preferred held by them. If, upon any such liquidation, distributionexchange, or winding up, the assets of the Company shall be insufficient to make payment in full to all holders of Series A Preferred, Series B Preferred and Series C Preferred of the liquidation preference set forth in this Section 3(a), subject to the rights of any series of Preferred Stock that may from time to time come into existence, then such assets shall be distributed among the holders of Series A Preferred, Series B Preferred and Series C Preferred at the time outstanding, ratably in proportion to the full amounts to which they would otherwise be respectively entitled. (b) After the payment of the full liquidation preference of the Series A Preferred, Series B Preferred and Series C Preferred as set forth in Section 3(a) above, and any other distribution that may be required with respect to any series of Preferred Stock that may from time to time come into existence, the remaining assets of the Company legally available for distribution, if any, shall be distributed ratably to the holders of the Common Stock. (c) The following events shall be considered a liquidation under this Section: (i) any consolidation or merger of the Company with or into any other corporation or other entity or person in which the stockholders of the Company immediately prior to such consolidation or merger own less than 50% of the Company's voting power immediately after such consolidation or merger, excluding any consolidation or merger effected exclusively to change the domicile of the Company (an "Acquisition"); or (ii) a sale disposition of all or substantially all of the assets of the Company (an "Asset Transfer"). (iii) In Partnership, either voluntary or involuntary, the Record Holders of such eventsthe Series A Preferred Units shall be entitled to receive, if out of the consideration received by this Corporation is assets of the Partnership available for distribution to the Partners or any Assignees, prior and in preference to any distribution of any assets of the Partnership to the Record Holders of any other class or series of Partnership Interests other than cashthe Series A Preferred Units, its value will be deemed its fair market value as determined in good faith by the Board of Directors. Any securities shall be valued as follows: Series A Preferred Senior Securities and the Series A Preferred Parity Securities, (A) Securities not subject to investment letter or other similar restrictions first, any accumulated and unpaid distributions on free marketability covered by the Series A Preferred Units (regardless of whether previously declared) and (B) below: then, any positive value in each such holder’s Capital Account in respect of such Series A Preferred Units. If in the year of such liquidation and winding up, or sale, exchange, or other disposition of all or substantially all of the assets of the Partnership, any such Record Holder’s Capital Account in respect of such Series A Preferred Units is less than the aggregate Series A Preferred Base Liquidation Preference of such Series A Preferred Units, then, after the allocations specified in Section 6.1(c)(i)(A) have been made, but otherwise notwithstanding anything to the contrary contained in this Agreement, and prior to any other allocation pursuant to this Agreement for such year and any distribution pursuant to the preceding sentence, items of gross income and gain shall be allocated to all Unitholders then holding Series A Preferred Units and Unitholders then holding any Series A Preferred Parity Securities, Pro Rata, until the Capital Account in respect of each Outstanding Series A Preferred Unit is equal to the Series A Preferred Base Liquidation Preference and the Capital Account in respect of each Outstanding Series A Preferred Parity Security is equal to the liquidation preference of such Series A Preferred Parity Security (1and no other allocation pursuant to this Agreement shall reverse the effect of such allocation). If in the year of such liquidation, dissolution, or winding up any such Record Holder’s Capital Account in respect of such Series A Preferred Units is less than the aggregate Series A Preferred Base Liquidation Preference of such Series A Preferred Units after the application of the preceding sentence, then to the extent permitted by applicable law and after making any allocations required under Section 6.1(c)(i)(A), but otherwise notwithstanding anything to the contrary contained in this Agreement, items of gross income and gain for any preceding taxable period(s) If traded on a securities exchange with respect to which IRS Form 1065 Schedules K-1 have not been filed by the Partnership shall be reallocated to all Unitholders then holding Series A Preferred Units and Unitholders then holding any Series A Preferred Parity Securities, Pro Rata, until after making allocations pursuant to this and the immediately preceding sentence the Capital Account in respect of each such Outstanding Series A Preferred Unit is equal to the Series A Preferred Base Liquidation Preference and the Capital Account in respect of each Outstanding Series A Preferred Parity Security is equal to the liquidation preference of such Series A Preferred Parity Security (and no other allocation pursuant to this Agreement shall reverse the effect of such allocation). After such allocations have been made to the Outstanding Series A Preferred Units and any Outstanding Series A Preferred Parity Securities, any remaining Net Termination Gain or through Net Termination Loss shall be allocated to the Nasdaq National MarketPartners pursuant to Section 6.1(c). At the time of the dissolution of the Partnership, subject to Section 17-804 of the Delaware Act, the value Record Holders of the Series A Preferred Units shall become entitled to receive any distributions in respect of the Series A Preferred Units that are accrued and unpaid as of the date of such distribution, and shall have the status of, and shall be deemed entitled to be the average all remedies available to, a creditor of the closing prices Partnership, and such entitlement of the securities on such quotation system over the thirty (30) day period ending three (3) days prior to the closing; (2) If actively traded over-the-counter, the value shall be deemed to be the average Record Holders of the closing bid Series A Preferred Units to such accrued and unpaid distributions shall have priority over any entitlement of any other Partners or sale prices (whichever is applicable) over Assignees with respect to any distributions by the thirty (30) day period ending three (3) days prior Partnership to such other Partners or Assignees except for distributions in respect of Series A Preferred Units pursuant to Section 5.14(b)(ii); provided, however, that the closing; and (3) If there is no active public market, the value shall be the fair market value thereofGeneral Partner, as determined by the Board such, will have no liability for any obligations with respect to such distributions to any Record Holder(s) of DirectorsSeries A Preferred Units. (B) The method of valuation of securities subject to investment letter or other restrictions on free marketability (other than restrictions arising solely by virtue of a stockholder's status as an affiliate or former affiliate) shall be to make an appropriate discount from the market value determined as above in (A) (1), (2) or (3) to reflect the approximate fair market value thereof, as determined by the Board of Directors.

Liquidation Rights. (a) Upon In the event of any liquidation, dissolution, or and winding up of the CompanyPartnership under Section 12.4 or a sale, whether voluntary or involuntary, before any distribution or payment shall be made to the holders of Common Stock, subject to the rights of any series of Preferred Stock that may from time to time come into existence, the holders of Series A Preferred, Series B Preferred and Series C Preferred shall be entitled to be paid out of the assets of the Company an amount per share of Series A Preferred, Series B Preferred and Series C Preferred, respectively, equal to their respective Original Issue Price plus all declared and unpaid dividends on the Series A Preferred, Series B Preferred and Series C Preferred, respectively (as adjusted for any stock dividends, combinations, splits, recapitalizations and the like with respect to such shares) for each share of Series A Preferred, Series B Preferred and Series C Preferred held by them. If, upon any such liquidation, distributionexchange, or winding up, the assets of the Company shall be insufficient to make payment in full to all holders of Series A Preferred, Series B Preferred and Series C Preferred of the liquidation preference set forth in this Section 3(a), subject to the rights of any series of Preferred Stock that may from time to time come into existence, then such assets shall be distributed among the holders of Series A Preferred, Series B Preferred and Series C Preferred at the time outstanding, ratably in proportion to the full amounts to which they would otherwise be respectively entitled. (b) After the payment of the full liquidation preference of the Series A Preferred, Series B Preferred and Series C Preferred as set forth in Section 3(a) above, and any other distribution that may be required with respect to any series of Preferred Stock that may from time to time come into existence, the remaining assets of the Company legally available for distribution, if any, shall be distributed ratably to the holders of the Common Stock. (c) The following events shall be considered a liquidation under this Section: (i) any consolidation or merger of the Company with or into any other corporation or other entity or person in which the stockholders of the Company immediately prior to such consolidation or merger own less than 50% of the Company's voting power immediately after such consolidation or merger, excluding any consolidation or merger effected exclusively to change the domicile of the Company (an "Acquisition"); or (ii) a sale disposition of all or substantially all of the assets of the Company (an "Asset Transfer"). (iii) In Partnership, either voluntary or involuntary, the Record Holders of such eventsthe Series B Preferred Units shall be entitled to receive, if out of the consideration received by this Corporation is assets of the Partnership available for distribution to the Partners or any Assignees, prior and in preference to any distribution of any assets of the Partnership to the Record Holders of any other class or series of Partnership Interests other than cashthe Series B Preferred Units, its value will be deemed its fair market value as determined in good faith by the Board of Directors. Any securities shall be valued as follows: Series B Preferred Senior Securities and the Series B Preferred Parity Securities, (A) Securities not subject to investment letter or other similar restrictions first, any accumulated and unpaid distributions on free marketability covered by the Series B Preferred Units (regardless of whether previously declared) and (B) below: then, any positive value in each such holder’s Capital Account in respect of such Series B Preferred Units. If in the year of such liquidation and winding up, or sale, exchange, or other disposition of all or substantially all of the assets of the Partnership, any such Record Holder’s Capital Account in respect of such Series B Preferred Units is less than the aggregate Series B Preferred Base Liquidation Preference of such Series B Preferred Units, then, after the allocations specified in Section 6.1(c)(i)(A) have been made, but otherwise notwithstanding anything to the contrary contained in this Agreement, and prior to any other allocation pursuant to this Agreement for such year and any distribution pursuant to the preceding sentence, items of gross income and gain shall be allocated to all Unitholders then holding Series B Preferred Units and Unitholders then holding any Series B Preferred Parity Securities, Pro Rata, until the Capital Account in respect of each Outstanding Series B Preferred Unit is equal to the Series B Preferred Base Liquidation Preference and the Capital Account in respect of each Outstanding Series B Preferred Parity Security is equal to the liquidation preference of such Series B Preferred Parity Security (1and no other allocation pursuant to this Agreement shall reverse the effect of such allocation). If in the year of such liquidation, dissolution, or winding up any such Record Holder’s Capital Account in respect of such Series B Table of Contents Preferred Units is less than the aggregate Series B Preferred Base Liquidation Preference of such Series B Preferred Units after the application of the preceding sentence, then to the extent permitted by applicable law and after making any allocations required under Section 6.1(c)(i)(A), but otherwise notwithstanding anything to the contrary contained in this Agreement, items of gross income and gain for any preceding taxable period(s) If traded on a securities exchange with respect to which IRS Form 1065 Schedules K-1 have not been filed by the Partnership shall be reallocated to all Unitholders then holding Series B Preferred Units and Unitholders then holding any Series B Preferred Parity Securities, Pro Rata, until after making allocations pursuant to this and the immediately preceding sentence the Capital Account in respect of each such Outstanding Series B Preferred Unit is equal to the Series B Preferred Base Liquidation Preference and the Capital Account in respect of each Outstanding Series B Preferred Parity Security is equal to the liquidation preference of such Series B Preferred Parity Security (and no other allocation pursuant to this Agreement shall reverse the effect of such allocation). After such allocations have been made to the Outstanding Series B Preferred Units and any Outstanding Series B Preferred Parity Securities, any remaining Net Termination Gain or through Net Termination Loss shall be allocated to the Nasdaq National MarketPartners pursuant to Section 6.1(c). At the time of the dissolution of the Partnership, subject to Section 17-804 of the Delaware Act, the value Record Holders of the Series B Preferred Units shall become entitled to receive any distributions in respect of the Series B Preferred Units that are accrued and unpaid as of the date of such distribution, and shall have the status of, and shall be deemed entitled to be the average all remedies available to, a creditor of the closing prices Partnership, and such entitlement of the securities on such quotation system over the thirty (30) day period ending three (3) days prior to the closing; (2) If actively traded over-the-counter, the value shall be deemed to be the average Record Holders of the closing bid Series B Preferred Units to such accrued and unpaid distributions shall have priority over any entitlement of any other Partners or sale prices (whichever is applicable) over Assignees with respect to any distributions by the thirty (30) day period ending three (3) days prior Partnership to such other Partners or Assignees except for distributions in respect of Series B Preferred Units pursuant to Section 5.15(b)(ii); provided, however, that the closing; and (3) If there is no active public market, the value shall be the fair market value thereofGeneral Partner, as determined by the Board such, will have no liability for any obligations with respect to such distributions to any Record Holder(s) of DirectorsSeries B Preferred Units. (B) The method of valuation of securities subject to investment letter or other restrictions on free marketability (other than restrictions arising solely by virtue of a stockholder's status as an affiliate or former affiliate) shall be to make an appropriate discount from the market value determined as above in (A) (1), (2) or (3) to reflect the approximate fair market value thereof, as determined by the Board of Directors.

Liquidation Rights. (a) Upon any liquidation, dissolution, or In the event of the dissolution and winding up of the CompanyPartnership under Section 12.4 or a sale, whether voluntary or involuntary, before any distribution or payment shall be made to the holders of Common Stock, subject to the rights of any series of Preferred Stock that may from time to time come into existence, the holders of Series A Preferred, Series B Preferred and Series C Preferred shall be entitled to be paid out of the assets of the Company an amount per share of Series A Preferred, Series B Preferred and Series C Preferred, respectively, equal to their respective Original Issue Price plus all declared and unpaid dividends on the Series A Preferred, Series B Preferred and Series C Preferred, respectively (as adjusted for any stock dividends, combinations, splits, recapitalizations and the like with respect to such shares) for each share of Series A Preferred, Series B Preferred and Series C Preferred held by them. If, upon any such liquidation, distributionexchange, or winding up, the assets of the Company shall be insufficient to make payment in full to all holders of Series A Preferred, Series B Preferred and Series C Preferred of the liquidation preference set forth in this Section 3(a), subject to the rights of any series of Preferred Stock that may from time to time come into existence, then such assets shall be distributed among the holders of Series A Preferred, Series B Preferred and Series C Preferred at the time outstanding, ratably in proportion to the full amounts to which they would otherwise be respectively entitled. (b) After the payment of the full liquidation preference of the Series A Preferred, Series B Preferred and Series C Preferred as set forth in Section 3(a) above, and any other distribution that may be required with respect to any series of Preferred Stock that may from time to time come into existence, the remaining assets of the Company legally available for distribution, if any, shall be distributed ratably to the holders of the Common Stock. (c) The following events shall be considered a liquidation under this Section: (i) any consolidation or merger of the Company with or into any other corporation or other entity or person in which the stockholders of the Company immediately prior to such consolidation or merger own less than 50% of the Company's voting power immediately after such consolidation or merger, excluding any consolidation or merger effected exclusively to change the domicile of the Company (an "Acquisition"); or (ii) a sale disposition of all or substantially all of the assets of the Company Partnership, either voluntary or involuntary, the Record Holders of the Series C Preferred Units shall be entitled to receive, out of the assets of the Partnership available for distribution to the Partners or any Assignees, prior and in preference to any distribution of any assets of the Partnership to the Record Holders of any other class or series of Partnership Interests (an "Asset Transfer"). (iii) In either of such events, if the consideration received by this Corporation is other than cashSeries C Senior Securities or Series C Parity Securities), its value will be deemed its fair market value as determined in good faith by the Board of Directors. Any securities shall be valued as follows: (A) Securities not subject to investment letter or other similar restrictions on free marketability covered by (B) below: (1) If traded first, any accumulated and unpaid distributions on a securities exchange or through the Nasdaq National Market, the value shall be deemed to be the average Series C Preferred Units (regardless of the closing prices of the securities on such quotation system over the thirty (30whether previously declared) day period ending three (3) days prior to the closing; and (2) then, any positive value in each such holder’s Capital Account in respect of such Series C Preferred Units. If actively traded over-the-counterin the year of such dissolution and winding up, the value shall be deemed to be the average or sale, exchange, or other disposition of all or substantially all of the closing bid or sale prices (whichever assets of the Partnership, any such Record Holder’s Capital Account in respect of such Series C Preferred Units is applicable) over less than the thirty (30) day period ending three (3) days aggregate Series C Base Liquidation Preference of such Series C Preferred Units, then, notwithstanding anything to the contrary contained in this Agreement, and prior to any other allocation pursuant to this Agreement for such year and any distribution pursuant to the closing; and (3) If there is no active public market, the value shall be the fair market value thereof, as determined by the Board of Directors. (B) The method of valuation of securities subject to investment letter or other restrictions on free marketability preceding sentence (other than restrictions arising solely by virtue any allocations or distributions made with respect to any other Series C Parity Securities upon which like allocation and distribution rights have been conferred), items of a stockholder's status as an affiliate or former affiliate) gross income and gain shall be allocated to make an appropriate discount from all Unitholders then holding Series C Preferred Units, Pro Rata, until the market value determined as above Capital Account in respect of each Outstanding Series C Preferred Unit is equal to the Series C Base Liquidation Preference (Aand no other allocation pursuant to this Agreement shall reverse the effect of such allocation); provided, however, that in the event that like allocation rights have been conferred upon other Series C Parity Securities (including pursuant to Sections 5.11(b)(v) (1and 5.12(b)(v)), then items of gross income and gain shall be allocated to all Unitholders then holding Series C Preferred Units and such Series C Parity Securities, Pro Rata, until the Capital Account in respect of each Outstanding Series C Preferred Unit and such Series C Parity Security is equal to the applicable liquidation preference (2and no other allocation pursuant to this Agreement shall reverse the effect of such allocation). If in the year of such dissolution and winding up any such Record Holder’s Capital Account in respect of such Series C Preferred Units is less than the aggregate Series C Base Liquidation Preference of such Series C Preferred Units after the application of the preceding sentence, then to the extent permitted by applicable law, but otherwise notwithstanding anything to the contrary contained in this Agreement, items of gross income and gain for any preceding taxable year(s) with respect to which IRS Form 1065 Schedules K-1 have not been filed by the Partnership shall be reallocated to all Unitholders then holding Series C Preferred Units, Pro Rata, until the Capital Account in respect of each such Outstanding Series C Preferred Unit after making allocations pursuant to this and the immediately preceding sentence is equal to the Series C Base Liquidation Preference (and no other allocation pursuant to this Agreement shall reverse the effect of such allocation); provided, however, that in the event like allocation rights have been conferred upon other Series C Parity Securities (including pursuant to Sections 5.11(b)(v) and 5.12(b)(v)), then any such items of gross income and gain shall be reallocated to all Unitholders then holding Series C Preferred Units and such Series C Parity Securities, Pro Rata, until the Capital Account in respect of each Outstanding Series C Preferred Unit and such Series C Parity Security after making allocations pursuant to this and the immediately preceding sentence is equal to the applicable liquidation preference (and no other allocation pursuant to this Agreement shall reverse the effect of such allocation). After such allocations have been made to the Outstanding Series C Preferred Units and any Series C Parity Securities, as applicable, any remaining Net Termination Gain or Net Termination Loss shall be allocated to the Partners pursuant to Section 6.1(c) or (3) to reflect the approximate fair market value thereofSection 6.1(d), as determined the case may be. At the time of the dissolution of the Partnership, subject to Section 17-804 of the Delaware Act, the Record Holders of the Series C Preferred Units shall become entitled to receive any distributions in respect of the Series C Preferred Units that are accrued and unpaid as of the date of such distribution, and shall have the status of, and shall be entitled to all remedies available to, a creditor of the Partnership, and such entitlement of the Record Holders of the Series C Preferred Units to such accrued and unpaid distributions shall have priority over any entitlement of any other Partners or Assignees (other than holders of any Series C Senior Securities or Series C Parity Securities) with respect to any distributions by the Board Partnership to such other Partners or Assignees; provided, however, that the General Partner, as such, will have no liability for any obligations with respect to such distributions to any Record Holder(s) of DirectorsSeries C Preferred Units.

Liquidation Rights. (a) a. Upon any liquidation, dissolution, or winding up of the Company, whether voluntary or involuntary, before any distribution or payment shall be made to the holders of Common any Junior Stock, subject to the rights of any other series of Preferred Stock that may from time to time come into existence, the holders of Series A Preferred, Series B Preferred and Series the holders of C Preferred shall be entitled to be paid paid, pari passu, out of the assets of the Company an amount (i) per share of Series A Preferred, Series B Preferred and Series C Preferred, respectively, equal to their respective the Original Issue Price plus all declared and unpaid dividends on the Series A Preferred, Series B Preferred and Series C Preferred, respectively (as adjusted for any stock dividends, combinations, splits, recapitalizations and the like occurring after the effective date of these Third Amended and Restated Articles of Incorporation with respect to such shares) for each share of Series A Preferred, Series B Preferred held by them and Series (ii) per share of C Preferred equal to the original issue price of the C Preferred (as adjusted for any stock dividends, combinations, splits, recapitalizations and the like occurring after the effective date of these Third Amended and Restated Articles of Incorporation with respect to such shares) for each share of C Preferred held by themthem as set forth in Section F(3)(a) below. If, upon any such liquidation, distribution, or winding up, the assets of the Company shall be insufficient to make payment in full to all holders of Series A Preferred, Series B Preferred and Series all holders of C Preferred of the liquidation preference preferences set forth in this Section 3(a)3 and Section F(3)(a) below, respectively, subject to the rights of any other series of Preferred Stock that may from time to time come into existence, then such assets shall be distributed among the holders of Series A Preferred, Series B Preferred and Series the holders of C Preferred at the time outstanding, ratably in proportion to the full amounts to which they would otherwise be respectively entitled. (b) b. After the payment of the full liquidation preference of the Series A PreferredC Preferred as set forth in Section F(3)(a), Series the payment of the full liquidation preference of the B Preferred and Series C Preferred as set forth in Section 3(a) abovehereof, the payment of the full liquidation preference of the A Preferred as set forth in Section D(3)(a), and any other distribution that may be required with respect to any series of Preferred Stock that may from time to time come into existence, the remaining assets of the Company legally available for distribution, if any, shall be distributed ratably to the holders of the Common Stock. (c) c. The following events shall be considered a liquidation under this SectionSection 3: (i) any consolidation or merger of the Company with or into any other corporation or other entity or person person, or any other corporate reorganization, in which the stockholders shareholders of the Company immediately prior to such consolidation consolidation, merger or merger reorganization, own less than 50% of the Company's ’s voting power immediately after such consolidation consolidation, merger or mergerreorganization, or any transaction or series of related transactions to which the Company is a party in which in excess of fifty percent (50%) of the Company’s voting power is transferred, excluding any consolidation or merger effected exclusively to change the domicile of the Company (an "“Acquisition"”); or; (ii) a sale sale, lease or other disposition of all or substantially all of the assets of the Company (an "“Asset Transfer"”).; (iii) In either in any of such events, if the consideration received by this Corporation corporation is other than cash, its value will be deemed its fair market value as determined in good faith by the Board of Directors. Any securities shall be valued as follows: (A) Securities not subject to investment letter or other similar restrictions on free marketability covered by (B) below: (1) If traded on a securities exchange or through the Nasdaq National Market, the value shall be deemed to be the average of the closing prices of the securities on such quotation system over the thirty (30) day period ending three (3) days prior to the closing; (2) If actively traded over-the-counter, the value shall be deemed to be the average of the closing bid or sale prices (whichever is applicable) over the thirty (30) day period ending three (3) days prior to the closing; and (3) If there is no active public market, the value shall be the fair market value thereof, as determined by the Board of Directors. (B) The method of valuation of securities subject to investment letter or other restrictions on free marketability (other than restrictions arising solely by virtue of a stockholder's shareholder’s status as an affiliate or former affiliate) shall be to make an appropriate discount from the market value determined as above in (A) (1A)(1), (2) or (3) of this subsection (iii) to reflect the approximate fair market value thereof, as determined by the Board of Directors.

Liquidation Rights. (a) Upon any liquidation, dissolution, or In the event of the dissolution and winding up of the CompanyPartnership under Section 12.4 or a sale, whether voluntary or involuntary, before any distribution or payment shall be made to the holders of Common Stock, subject to the rights of any series of Preferred Stock that may from time to time come into existence, the holders of Series A Preferred, Series B Preferred and Series C Preferred shall be entitled to be paid out of the assets of the Company an amount per share of Series A Preferred, Series B Preferred and Series C Preferred, respectively, equal to their respective Original Issue Price plus all declared and unpaid dividends on the Series A Preferred, Series B Preferred and Series C Preferred, respectively (as adjusted for any stock dividends, combinations, splits, recapitalizations and the like with respect to such shares) for each share of Series A Preferred, Series B Preferred and Series C Preferred held by them. If, upon any such liquidation, distributionexchange, or winding up, the assets of the Company shall be insufficient to make payment in full to all holders of Series A Preferred, Series B Preferred and Series C Preferred of the liquidation preference set forth in this Section 3(a), subject to the rights of any series of Preferred Stock that may from time to time come into existence, then such assets shall be distributed among the holders of Series A Preferred, Series B Preferred and Series C Preferred at the time outstanding, ratably in proportion to the full amounts to which they would otherwise be respectively entitled. (b) After the payment of the full liquidation preference of the Series A Preferred, Series B Preferred and Series C Preferred as set forth in Section 3(a) above, and any other distribution that may be required with respect to any series of Preferred Stock that may from time to time come into existence, the remaining assets of the Company legally available for distribution, if any, shall be distributed ratably to the holders of the Common Stock. (c) The following events shall be considered a liquidation under this Section: (i) any consolidation or merger of the Company with or into any other corporation or other entity or person in which the stockholders of the Company immediately prior to such consolidation or merger own less than 50% of the Company's voting power immediately after such consolidation or merger, excluding any consolidation or merger effected exclusively to change the domicile of the Company (an "Acquisition"); or (ii) a sale disposition of all or substantially all of the assets of the Company (an "Asset Transfer"). (iii) In Partnership, either voluntary or involuntary, the Record Holders of such events, if the consideration received by this Corporation is other than cash, its value will be deemed its fair market value as determined in good faith by the Board of Directors. Any securities Series E Preferred Units shall be valued as follows: (A) Securities not subject entitled to investment letter or other similar restrictions on free marketability covered by (B) below: (1) If traded on a securities exchange or through the Nasdaq National Marketreceive, the value shall be deemed to be the average out of the closing prices assets of the securities on such quotation system over the thirty (30) day period ending three (3) days prior Partnership available for distribution to the closing; (2) If actively traded over-the-counterPartners or any Assignees, the value shall be deemed prior and in preference to be the average any distribution of any assets of the closing bid or sale prices (whichever is applicable) over the thirty (30) day period ending three (3) days prior Partnership to the closing; and (3) If there is no active public market, the value shall be the fair market value thereof, as determined by the Board Record Holders of Directors. (B) The method any other class or series of valuation of securities subject to investment letter or other restrictions on free marketability Partnership Interests (other than restrictions arising solely by virtue of a stockholder's status as an affiliate Series E Senior Securities or former affiliate) shall be to make an appropriate discount from the market value determined as above in (A) (1Series E Parity Securities), (2i) first, any accumulated and unpaid distributions on the Series E Preferred Units (regardless of whether previously declared) and (ii) then, any positive value in each such holder’s Capital Account in respect of such Series E Preferred Units. If in the year of such dissolution and winding up, or sale, exchange, or other disposition of all or substantially all of the assets of the Partnership, any such Record Holder’s Capital Account in respect of such Series E Preferred Units is less than the aggregate Series E Base Liquidation Preference of such Series E Preferred Units, then, notwithstanding anything to the contrary contained in this Agreement, and prior to any other allocation pursuant to this Agreement for such year and any distribution pursuant to the preceding sentence (other than any allocations or distributions made with respect to any other Series E Parity Securities upon which like allocation and distribution rights have been conferred), items of gross income and gain shall be allocated to all Unitholders then holding Series E Preferred Units, Pro Rata, until the Capital Account in respect of each Outstanding Series E Preferred Unit is equal to the Series E Base Liquidation Preference (and no other allocation pursuant to this Agreement shall reverse the effect of such allocation); provided, however, that in the event that like allocation rights have been conferred upon other Series E Parity Securities (including pursuant to Sections 5.11(b)(v), 5.12(b)(v), 5.13(b)(v) and 5.14(b)(v)), then items of gross income and gain shall be allocated to all Unitholders then holding Series E Preferred Units and such Series E Parity Securities, Pro Rata, until the Capital Account in respect of each Outstanding Series E Preferred Unit and such Series E Parity Security is equal to the applicable liquidation preference (and no other allocation pursuant to this Agreement shall reverse the effect of such allocation). If in the year of such dissolution and winding up any such Record Holder’s Capital Account in respect of such Series E Preferred Units is less than the aggregate Series E Base Liquidation Preference of such Series E Preferred Units after the application of the preceding sentence, then to the extent permitted by applicable law, but otherwise notwithstanding anything to the contrary contained in this Agreement, items of gross income and gain for any preceding taxable year(s) with respect to which IRS Form 1065 Schedules K-1 have not been filed by the Partnership shall be reallocated to all Unitholders then holding Series E Preferred Units, Pro Rata, until the Capital Account in respect of each such Outstanding Series E Preferred Unit after making allocations pursuant to this and the immediately preceding sentence is equal to the Series E Base Liquidation Preference (and no other allocation pursuant to this Agreement shall reverse the effect of such allocation); provided, however, that in the event like allocation rights have been conferred upon other Series E Parity Securities (including pursuant to Sections 5.11(b)(v), 5.12(b)(v), 5.13(b)(v) and 5.14(b)(v)), then any such items of gross income and gain shall be reallocated to all Unitholders then holding Series E Preferred Units and such Series E Parity Securities, Pro Rata, until the Capital Account in respect of each Outstanding Series E Preferred Unit and such Series E Parity Security after making allocations pursuant to this and the immediately preceding sentence is equal to the applicable liquidation preference (and no other allocation pursuant to this Agreement shall reverse the effect of such allocation). After such allocations have been made to the Outstanding Series E Preferred Units and any Series E Parity Securities, as applicable, any remaining Net Termination Gain or Net Termination Loss shall be allocated to the Partners pursuant to Section 6.1(c) or (3) to reflect the approximate fair market value thereofSection 6.1(d), as determined the case may be. At the time of the dissolution of the Partnership, subject to Section 17-804 of the Delaware Act, the Record Holders of the Series E Preferred Units shall become entitled to receive any distributions in respect of the Series E Preferred Units that are accrued and unpaid as of the date of such distribution, and shall have the status of, and shall be entitled to all remedies available to, a creditor of the Partnership, and such entitlement of the Record Holders of the Series E Preferred Units to such accrued and unpaid distributions shall have priority over any entitlement of any other Partners or Assignees (other than holders of any Series E Senior Securities or Series E Parity Securities) with respect to any distributions by the Board Partnership to such other Partners or Assignees; provided, however, that the General Partner, as such, will have no liability for any obligations with respect to such distributions to any Record Holder(s) of DirectorsSeries E Preferred Units.

Liquidation Rights. (a) Upon any liquidation, dissolution, or In the event of the dissolution and winding up of the CompanyPartnership under Section 12.4 or a sale, whether voluntary or involuntary, before any distribution or payment shall be made to the holders of Common Stock, subject to the rights of any series of Preferred Stock that may from time to time come into existence, the holders of Series A Preferred, Series B Preferred and Series C Preferred shall be entitled to be paid out of the assets of the Company an amount per share of Series A Preferred, Series B Preferred and Series C Preferred, respectively, equal to their respective Original Issue Price plus all declared and unpaid dividends on the Series A Preferred, Series B Preferred and Series C Preferred, respectively (as adjusted for any stock dividends, combinations, splits, recapitalizations and the like with respect to such shares) for each share of Series A Preferred, Series B Preferred and Series C Preferred held by them. If, upon any such liquidation, distributionexchange, or winding up, the assets of the Company shall be insufficient to make payment in full to all holders of Series A Preferred, Series B Preferred and Series C Preferred of the liquidation preference set forth in this Section 3(a), subject to the rights of any series of Preferred Stock that may from time to time come into existence, then such assets shall be distributed among the holders of Series A Preferred, Series B Preferred and Series C Preferred at the time outstanding, ratably in proportion to the full amounts to which they would otherwise be respectively entitled. (b) After the payment of the full liquidation preference of the Series A Preferred, Series B Preferred and Series C Preferred as set forth in Section 3(a) above, and any other distribution that may be required with respect to any series of Preferred Stock that may from time to time come into existence, the remaining assets of the Company legally available for distribution, if any, shall be distributed ratably to the holders of the Common Stock. (c) The following events shall be considered a liquidation under this Section: (i) any consolidation or merger of the Company with or into any other corporation or other entity or person in which the stockholders of the Company immediately prior to such consolidation or merger own less than 50% of the Company's voting power immediately after such consolidation or merger, excluding any consolidation or merger effected exclusively to change the domicile of the Company (an "Acquisition"); or (ii) a sale disposition of all or substantially all of the assets of the Company (an "Asset Transfer"). (iii) In Partnership, either voluntary or involuntary, the Record Holders of such events, if the consideration received by this Corporation is other than cash, its value will be deemed its fair market value as determined in good faith by the Board of Directors. Any securities Series A Preferred Units shall be valued as follows: entitled to receive, out of the assets of the Partnership available for distribution to the Partners or any Assignees, prior and in preference to any distribution of any assets of the Partnership to the Record Holders of any other class or series of Partnership Interests, (A) Securities not subject to investment letter or other similar restrictions first, any accumulated and unpaid distributions on free marketability covered by the Series A Preferred Units (regardless of whether previously declared) and (B) below: then, any positive value in each such holder’s Capital Account in respect of such Series A Preferred Units. If in the year of such dissolution and winding up, or sale, exchange, or other disposition of all or substantially all of the assets of the Partnership, any such Record Holder’s Capital Account in respect of such Series A Preferred Units is less than the aggregate Series A Base Liquidation Preference of such Series A Preferred Units, then, notwithstanding anything to the contrary contained in this Agreement, and prior to any other allocation pursuant to this Agreement for such year and any distribution pursuant to the preceding sentence, items of gross income and gain shall be allocated to all Unitholders then holding Series A Preferred Units, Pro Rata, until the Capital Account in respect of each Outstanding Series A Preferred Unit is equal to the Series A Base Liquidation Preference (1and no other allocation pursuant to this Agreement shall reverse the effect of such allocation). If in the year of such dissolution and winding up any such Record Holder’s Capital Account in respect of such Series A Preferred Units is less than the aggregate Series A Base Liquidation Preference of such Series A Preferred Units after the application of the preceding sentence, then to the extent permitted by applicable law, but otherwise notwithstanding anything to the contrary contained in this Agreement, items of gross income and gain for any preceding taxable year(s) If traded on a securities exchange with respect to which IRS Form 1065 Schedules K-1 have not been filed by the Partnership shall be reallocated to all Unitholders then holding Series A Preferred Units, Pro Rata, until the Capital Account in respect of each such Outstanding Series A Preferred Unit after making allocations pursuant to this and the immediately preceding sentence is equal to the Series A Base Liquidation Preference (and no other allocation pursuant to this Agreement shall reverse the effect of such allocation). After such allocations have been made to the Outstanding Series A Preferred Units, any remaining Net Termination Gain or through Net Termination Loss shall be allocated to the Nasdaq National MarketPartners pursuant to Section 6.1(c) or Section 6.1(d), as the case may be. At the time of the dissolution of the Partnership, subject to Section 17-804 of the Delaware Act, the value Record Holders of the Series A Preferred Units shall become entitled to receive any distributions in respect of the Series A Preferred Units that are accrued and unpaid as of the date of such distribution, and shall have the status of, and shall be deemed entitled to be the average all remedies available to, a creditor of the closing prices Partnership, and such entitlement of the securities on such quotation system over the thirty (30) day period ending three (3) days prior to the closing; (2) If actively traded over-the-counter, the value shall be deemed to be the average Record Holders of the closing bid Series A Preferred Units to such accrued and unpaid distributions shall have priority over any entitlement of any other Partners or sale prices (whichever is applicable) over Assignees with respect to any distributions by the thirty (30) day period ending three (3) days prior Partnership to such other Partners or Assignees; provided, however, that the closing; and (3) If there is no active public market, the value shall be the fair market value thereofGeneral Partner, as determined by the Board such, will have no liability for any obligations with respect to such distributions to any Record Holder(s) of DirectorsSeries A Preferred Units. (B) The method of valuation of securities subject to investment letter or other restrictions on free marketability (other than restrictions arising solely by virtue of a stockholder's status as an affiliate or former affiliate) shall be to make an appropriate discount from the market value determined as above in (A) (1), (2) or (3) to reflect the approximate fair market value thereof, as determined by the Board of Directors.

Liquidation Rights. (a) a. Upon any liquidation, dissolution, or winding up of the Company, whether voluntary or involuntary, before any distribution or payment shall be made to the holders of Common Stock, subject to any other stock of the rights of any series of Preferred Stock that may from time to time come into existenceCompany, the holders of Series A Preferred, Series B E-F Preferred and Series C Preferred Stock shall be entitled to be paid out of the assets of the Company Company, or the consideration received in such transaction, on an equal priority pari passu basis according to the respective liquidation preferences set forth herein, an amount per share of Series A Preferred, Series B Preferred and Series C Preferred, respectively, equal to their respective the sum of (i) one and one-half (1.5) times the Original Issue Price of the Series E Preferred Stock, plus all declared and unpaid dividends on the such shares of Series A Preferred, Series B E Preferred and Series C Preferred, respectively Stock (as adjusted for any stock dividends, combinations, splits, recapitalizations and the like with respect to such sharesshares other than the Split, as defined in Section 4(c) of this Article IV) for each share of Series A PreferredE Preferred Stock then held, and (ii) one (1) times the Original Issue Price of the Series B F Preferred Stock, plus all declared and unpaid dividends on such shares of Series C F Preferred Stock (as adjusted for any stock dividends, combinations, splits, recapitalizations and the like with respect to such shares other than the Split, as defined in Section 4(c) of this Article IV) for each share of Series F Preferred Stock then held by them(the "Series E-F Preference"). If, upon Upon any such liquidation, distributiondissolution, or winding upup of the Company, whether voluntary or involuntary, after payment in full of the Series E-F Preference, but before any distribution or payment shall be made to the holders of any Junior Stock, the holders of Series A-D Preferred Stock shall be entitled to be paid out of the assets of the Company shall be insufficient available for distribution, or the consideration received in such transaction, if any, on an equal priority pari passu basis according to make payment in full the respective liquidation preferences set forth herein, an amount per share equal to all holders the respective Original Issue Prices of the Series A PreferredPreferred Stock, Series B Preferred and Stock, Series C Preferred Stock or Series D Preferred Stock, plus all declared and unpaid dividends on such shares of the liquidation preference set forth in this Section 3(a), subject to the rights of any series of Series A-D Preferred Stock that may from time (as adjusted for any stock dividends, combinations, splits, recapitalizations and the like with respect to time come into existencesuch shares other than the Split, then such assets shall be distributed among the holders as defined in Section 4(c) of this Article IV) for each share of Series A Preferred, A-D Preferred Stock held by them (the "Series B Preferred and Series C Preferred at the time outstanding, ratably in proportion to the full amounts to which they would otherwise be respectively entitledA-D Preference"). (b) b. After the payment of the full liquidation preference Series E-F Preference and of the full Series A Preferred, Series B Preferred and Series C Preferred A-D Preference as set forth in Section 3(a) above, and any other distribution that may be required with respect to any series of Preferred Stock that may from time to time come into existence, the remaining assets of the Company legally available for distribution, or the consideration received in such transaction, if any, shall be distributed ratably to the holders of the Common Stock and the Series Preferred (on an as-converted basis) until the holders of the Series B Preferred Stock, the Series C Preferred Stock and the Series D Preferred Stock shall have received an aggregate per share (including the amounts paid pursuant to Section 3(a) above) of three (3) times the Original Issue Price of each such share of Series B Preferred Stock, Series C Preferred Stock or Series D Preferred Stock, as applicable. Thereafter, subject to the rights of the Preferred Stock that may from time to time come into existence, the holders of the Common Stock, the Series A Preferred Stock, the Series E Preferred Stock and the Series F Preferred Stock shall receive all of the remaining assets of the Company pro rata based upon the number of shares of Common Stock, Series A Preferred Stock, Series E Preferred Stock and Series F Preferred Stock (each on an as-converted basis) held by each. (c) c. The following events shall be considered a liquidation under this SectionSection 3: (i) any consolidation or merger of the Company with or into any other corporation or other entity or person person, or any other corporate reorganization, in which the stockholders of the Company immediately prior to such consolidation consolidation, merger or merger reorganization, own less than 50% of the Company's voting power immediately after such consolidation consolidation, merger or mergerreorganization, excluding or any consolidation transaction or merger effected exclusively series of related transactions to change which the domicile Company is a party in which in excess of fifty percent (50%) of the Company Company's voting power is transferred (an "Acquisition"); orand (ii) a sale sale, exclusive license, lease or other disposition of all or substantially all of the assets of the Company (an "Asset Transfer"). (iiid. In the event that any transaction described in Section 3(c) In either of such eventsthis Article IV occurs, if the consideration received by this Corporation corporation is other than cash, its value will be deemed its fair market value as determined in good faith by the Board of Directors. Any securities shall be valued as follows: (Ai) Securities not subject to investment letter or other similar restrictions on free marketability covered by (Bii) below: (1A) If traded on a securities exchange or through the Nasdaq National Market, the value shall be deemed to be the average of the closing prices of the securities on such quotation system over the thirty (30) day period ending three (3) days prior to the closing; (2B) If actively traded over-the-over the counter, the value shall be deemed to be the average of the closing bid or sale prices (whichever is applicable) over the thirty (30) day period ending three (3) days prior to the closing; and (3C) If there is no active public market, the value shall be the fair market value thereof, as determined by the Board of DirectorsDirectors and the holders of a least a majority of the voting power of all then outstanding shares of Preferred Stock. (Bii) The method of valuation of securities subject to investment letter or other restrictions on free marketability (other than restrictions arising solely by virtue of a stockholder's status as an affiliate or former affiliate) shall be to make an appropriate discount from the market value determined as above in (A) (1), (2B) or (3C) to reflect the approximate fair market value thereof, as determined by the Board of DirectorsDirectors and the holders of at least a majority of the voting power of all then outstanding shares of such Preferred Stock.

Liquidation Rights. (a) Upon In the event of any liquidation, dissolution, or and winding up of the CompanyPartnership under Section 12.4 or a sale, whether voluntary or involuntary, before any distribution or payment shall be made to the holders of Common Stock, subject to the rights of any series of Preferred Stock that may from time to time come into existence, the holders of Series A Preferred, Series B Preferred and Series C Preferred shall be entitled to be paid out of the assets of the Company an amount per share of Series A Preferred, Series B Preferred and Series C Preferred, respectively, equal to their respective Original Issue Price plus all declared and unpaid dividends on the Series A Preferred, Series B Preferred and Series C Preferred, respectively (as adjusted for any stock dividends, combinations, splits, recapitalizations and the like with respect to such shares) for each share of Series A Preferred, Series B Preferred and Series C Preferred held by them. If, upon any such liquidation, distributionexchange, or winding up, the assets of the Company shall be insufficient to make payment in full to all holders of Series A Preferred, Series B Preferred and Series C Preferred of the liquidation preference set forth in this Section 3(a), subject to the rights of any series of Preferred Stock that may from time to time come into existence, then such assets shall be distributed among the holders of Series A Preferred, Series B Preferred and Series C Preferred at the time outstanding, ratably in proportion to the full amounts to which they would otherwise be respectively entitled. (b) After the payment of the full liquidation preference of the Series A Preferred, Series B Preferred and Series C Preferred as set forth in Section 3(a) above, and any other distribution that may be required with respect to any series of Preferred Stock that may from time to time come into existence, the remaining assets of the Company legally available for distribution, if any, shall be distributed ratably to the holders of the Common Stock. (c) The following events shall be considered a liquidation under this Section: (i) any consolidation or merger of the Company with or into any other corporation or other entity or person in which the stockholders of the Company immediately prior to such consolidation or merger own less than 50% of the Company's voting power immediately after such consolidation or merger, excluding any consolidation or merger effected exclusively to change the domicile of the Company (an "Acquisition"); or (ii) a sale disposition of all or substantially all of the assets of the Company (an "Asset Transfer"). (iii) In Partnership, either voluntary or involuntary, the Record Holders of such eventsthe Series B Preferred Units shall be entitled to receive, if out of the consideration received by this Corporation is assets of the Partnership available for distribution to the Partners or any Assignees, prior and in preference to any distribution of any assets of the Partnership to the Record Holders of any other class or series of Partnership Interests other than cashthe Series B Preferred Units, its value will be deemed its fair market value as determined in good faith by the Board of Directors. Any securities shall be valued as follows: Series B Preferred Senior Securities and the Series B Preferred Parity Securities, (A) Securities not subject to investment letter or other similar restrictions first, any accumulated and unpaid distributions on free marketability covered by the Series B Preferred Units (regardless of whether previously declared) and (B) below: then, any positive value in each such holder’s Capital Account in respect of such Series B Preferred Units. If in the year of such liquidation and winding up, or sale, exchange, or other disposition of all or substantially all of the assets of the Partnership, any such Record Holder’s Capital Account in respect of such Series B Preferred Units is less than the aggregate Series B Preferred Base Liquidation Preference of such Series B Preferred Units, then, after the allocations specified in Section 6.1(c)(i)(A) have been made, but otherwise notwithstanding anything to the contrary contained in this Agreement, and prior to any other allocation pursuant to this Agreement for such year and any distribution pursuant to the preceding sentence, items of gross income and gain shall be allocated to all Unitholders then holding Series B Preferred Units and Unitholders then holding any Series B Preferred Parity Securities, Pro Rata, until the Capital Account in respect of each Outstanding Series B Preferred Unit is equal to the Series B Preferred Base Liquidation Preference and the Capital Account in respect of each Outstanding Series B Preferred Parity Security is equal to the liquidation preference of such Series B Preferred Parity Security (1and no other allocation pursuant to this Agreement shall reverse the effect of such allocation). If in the year of such liquidation, dissolution, or winding up any such Record Holder’s Capital Account in respect of such Series B Preferred Units is less than the aggregate Series B Preferred Base Liquidation Preference of such Series B Preferred Units after the application of the preceding sentence, then to the extent permitted by applicable law and after making any allocations required under Section 6.1(c)(i)(A), but otherwise notwithstanding anything to the contrary contained in this Agreement, items of gross income and gain for any preceding taxable period(s) If traded on a securities exchange with respect to which IRS Form 1065 Schedules K-1 have not been filed by the Partnership shall be reallocated to all Unitholders then holding Series B Preferred Units and Unitholders then holding any Series B Preferred Parity Securities, Pro Rata, until after making allocations pursuant to this and the immediately preceding sentence the Capital Account in respect of each such Outstanding Series B Preferred Unit is equal to the Series B Preferred Base Liquidation Preference and the Capital Account in respect of each Outstanding Series B Preferred Parity Security is equal to the liquidation preference of such Series B Preferred Parity Security (and no other allocation pursuant to this Agreement shall reverse the effect of such allocation). After such allocations have been made to the Outstanding Series B Preferred Units and any Outstanding Series B Preferred Parity Securities, any remaining Net Termination Gain or through Net Termination Loss shall be allocated to the Nasdaq National MarketPartners pursuant to Section 6.1(c). At the time of the dissolution of the Partnership, subject to Section 17-804 of the Delaware Act, the value Record Holders of the Series B Preferred Units shall become entitled to receive any distributions in respect of the Series B Preferred Units that are accrued and unpaid as of the date of such distribution, and shall have the status of, and shall be deemed entitled to be the average all remedies available to, a creditor of the closing prices Partnership, and such entitlement of the securities on such quotation system over the thirty (30) day period ending three (3) days prior to the closing; (2) If actively traded over-the-counter, the value shall be deemed to be the average Record Holders of the closing bid Series B Preferred Units to such accrued and unpaid distributions shall have priority over any entitlement of any other Partners or sale prices (whichever is applicable) over Assignees with respect to any distributions by the thirty (30) day period ending three (3) days prior Partnership to such other Partners or Assignees except for distributions in respect of Series B Preferred Units pursuant to Section 5.15(b)(ii); provided, however, that the closing; and (3) If there is no active public market, the value shall be the fair market value thereofGeneral Partner, as determined by the Board such, will have no liability for any obligations with respect to such distributions to any Record Holder(s) of DirectorsSeries B Preferred Units. (B) The method of valuation of securities subject to investment letter or other restrictions on free marketability (other than restrictions arising solely by virtue of a stockholder's status as an affiliate or former affiliate) shall be to make an appropriate discount from the market value determined as above in (A) (1), (2) or (3) to reflect the approximate fair market value thereof, as determined by the Board of Directors.

Liquidation Rights. (a) Upon any liquidation, dissolution, or In the event of the dissolution and winding up of the CompanyPartnership under Section 12.4 or a sale, whether voluntary or involuntary, before any distribution or payment shall be made to the holders of Common Stock, subject to the rights of any series of Preferred Stock that may from time to time come into existence, the holders of Series A Preferred, Series B Preferred and Series C Preferred shall be entitled to be paid out of the assets of the Company an amount per share of Series A Preferred, Series B Preferred and Series C Preferred, respectively, equal to their respective Original Issue Price plus all declared and unpaid dividends on the Series A Preferred, Series B Preferred and Series C Preferred, respectively (as adjusted for any stock dividends, combinations, splits, recapitalizations and the like with respect to such shares) for each share of Series A Preferred, Series B Preferred and Series C Preferred held by them. If, upon any such liquidation, distributionexchange, or winding up, the assets of the Company shall be insufficient to make payment in full to all holders of Series A Preferred, Series B Preferred and Series C Preferred of the liquidation preference set forth in this Section 3(a), subject to the rights of any series of Preferred Stock that may from time to time come into existence, then such assets shall be distributed among the holders of Series A Preferred, Series B Preferred and Series C Preferred at the time outstanding, ratably in proportion to the full amounts to which they would otherwise be respectively entitled. (b) After the payment of the full liquidation preference of the Series A Preferred, Series B Preferred and Series C Preferred as set forth in Section 3(a) above, and any other distribution that may be required with respect to any series of Preferred Stock that may from time to time come into existence, the remaining assets of the Company legally available for distribution, if any, shall be distributed ratably to the holders of the Common Stock. (c) The following events shall be considered a liquidation under this Section: (i) any consolidation or merger of the Company with or into any other corporation or other entity or person in which the stockholders of the Company immediately prior to such consolidation or merger own less than 50% of the Company's voting power immediately after such consolidation or merger, excluding any consolidation or merger effected exclusively to change the domicile of the Company (an "Acquisition"); or (ii) a sale disposition of all or substantially all of the assets of the Company (an "Asset Transfer"). (iii) In Partnership, either voluntary or involuntary, the Record Holders of such events, if the consideration received by this Corporation is other than cash, its value will be deemed its fair market value as determined in good faith by the Board of Directors. Any securities Series F Preferred Units shall be valued as follows: (A) Securities not subject entitled to investment letter or other similar restrictions on free marketability covered by (B) below: (1) If traded on a securities exchange or through the Nasdaq National Marketreceive, the value shall be deemed to be the average out of the closing prices assets of the securities on such quotation system over the thirty (30) day period ending three (3) days prior Partnership available for distribution to the closing; (2) If actively traded over-the-counterPartners or any Assignees, the value shall be deemed prior and in preference to be the average any distribution of any assets of the closing bid or sale prices (whichever is applicable) over the thirty (30) day period ending three (3) days prior Partnership to the closing; and (3) If there is no active public market, the value shall be the fair market value thereof, as determined by the Board Record Holders of Directors. (B) The method any other class or series of valuation of securities subject to investment letter or other restrictions on free marketability Partnership Interests (other than restrictions arising solely by virtue of a stockholder's status as an affiliate Series F Senior Securities or former affiliate) shall be to make an appropriate discount from the market value determined as above in (A) (1Series F Parity Securities), (2i) first, any accumulated and unpaid distributions on the Series F Preferred Units (regardless of whether previously declared) and (ii) then, any positive value in each such holder’s Capital Account in respect of such Series F Preferred Units. If in the year of such dissolution and winding up, or sale, exchange, or other disposition of all or substantially all of the assets of the Partnership, any such Record Holder’s Capital Account in respect of such Series F Preferred Units is less than the aggregate Series F Base Liquidation Preference of such Series F Preferred Units, then, notwithstanding anything to the contrary contained in this Agreement, and prior to any other allocation pursuant to this Agreement for such year and any distribution pursuant to the preceding sentence (other than any allocations or distributions made with respect to any other Series F Parity Securities upon which like allocation and distribution rights have been conferred), items of gross income and gain shall be allocated to all Unitholders then holding Series F Preferred Units, Pro Rata, until the Capital Account in respect of each Outstanding Series F Preferred Unit is equal to the Series F Base Liquidation Preference (and no other allocation pursuant to this Agreement shall reverse the effect of such allocation); provided, however, that in the event that like allocation rights have been conferred upon other Series F Parity Securities (including pursuant to Section 5.11(b)(v), Section 5.12(b)(v), Section 5.13(b)(v), Section 5.14(b)(v), Section 5.16(b)(v) and Section 5.19(b)(v)), then items of gross income and gain shall be allocated to all Unitholders then holding Series F Preferred Units and such Series F Parity Securities, Pro Rata, until the Capital Account in respect of each Outstanding Series F Preferred Unit and such Series F Parity Security is equal to the applicable liquidation preference (and no other allocation pursuant to this Agreement shall reverse the effect of such allocation). If in the year of such dissolution and winding up any such Record Holder’s Capital Account in respect of such Series F Preferred Units is less than the aggregate Series F Base Liquidation Preference of such Series F Preferred Units after the application of the preceding sentence, then to the extent permitted by applicable law, but otherwise notwithstanding anything to the contrary contained in this Agreement, items of gross income and gain for any preceding taxable year(s) with respect to which IRS Form 1065 Schedules K-1 have not been filed by the Partnership shall be reallocated to all Unitholders then holding Series F Preferred Units, Pro Rata, until the Capital Account in respect of each such Outstanding Series F Preferred Unit after making allocations pursuant to this and the immediately preceding sentence is equal to the Series F Base Liquidation Preference (and no other allocation pursuant to this Agreement shall reverse the effect of such allocation); provided, however, that in the event like allocation rights have been conferred upon other Series F Parity Securities (including pursuant to Section 5.11(b)(v), Section 5.12(b)(v), Section 5.13(b)(v), Section 5.14(b)(v), Section 5.16(b)(v) and Section 5.19(b)(v)), then any such items of gross income and gain shall be reallocated to all Unitholders then holding Series F Preferred Units and such Series F Parity Securities, Pro Rata, until the Capital Account in respect of each Outstanding Series F Preferred Unit and such Series F Parity Security after making allocations pursuant to this and the immediately preceding sentence is equal to the applicable liquidation preference (and no other allocation pursuant to this Agreement shall reverse the effect of such allocation). After such allocations have been made to the Outstanding Series F Preferred Units and any Series F Parity Securities, as applicable, any remaining Net Termination Gain or Net Termination Loss shall be allocated to the Partners pursuant to Section 6.1(c) or (3) to reflect the approximate fair market value thereofSection 6.1(d), as determined the case may be. At the time of the dissolution of the Partnership, subject to Section 17-804 of the Delaware Act, the Record Holders of the Series F Preferred Units shall become entitled to receive any distributions in respect of the Series F Preferred Units that are accrued and unpaid as of the date of such distribution, and shall have the status of, and shall be entitled to all remedies available to, a creditor of the Partnership, and such entitlement of the Record Holders of the Series F Preferred Units to such accrued and unpaid distributions shall have priority over any entitlement of any other Partners or Assignees (other than holders of any Series F Senior Securities or Series F Parity Securities) with respect to any distributions by the Board Partnership to such other Partners or Assignees; provided, however, that the General Partner, as such, will have no liability for any obligations with respect to such distributions to any Record Holder(s) of DirectorsSeries F Preferred Units.

Liquidation Rights. (a) Upon A. It is intended that in the event of any liquidation, dissolution, dissolution or winding up of the Companyaffairs of the Partnership, whether voluntary or involuntary, the holders of Series A Preferred Units will receive out of the assets of the Partnership available for distribution to Partners, after satisfying claims of creditors but before any distribution or payment shall be made in respect of the Common Units or any other Partnership Units ranking junior to the holders of Common Stock, subject to the rights of any series of Preferred Stock that may from time to time come into existence, the holders of Series A PreferredPreferred Units as to liquidation payments, Series B Preferred a liquidation distribution pursuant to Section 13.2A(4) of the Partnership Agreement in the amount of $25.00 per unit (the “Liquidation Preference”), plus an amount equal to all unpaid distributions accumulated to and Series C Preferred including the date fixed for such distribution or payment (whether or not earned or declared by the Partnership, but excluding interest thereon), and such holders shall be entitled to be paid out of the assets of the Company an amount per share of Series A Preferred, Series B Preferred and Series C Preferred, respectively, equal to their respective Original Issue Price plus all declared and unpaid dividends on the Series A Preferred, Series B Preferred and Series C Preferred, respectively (as adjusted for no further participation in any stock dividends, combinations, splits, recapitalizations and the like distribution or payment in connection with respect to such shares) for each share of Series A Preferred, Series B Preferred and Series C Preferred held by them. If, upon any such liquidation, distribution, dissolution or winding upup of the Partnership. B. It is intended that if, upon any liquidation, dissolution or winding up of the affairs of the Partnership, whether voluntary or involuntary, the assets of the Company Partnership available for distribution among the holders of all outstanding Series A Preferred Units, and any other outstanding class or series of Preferred Units ranking on a parity with the Series A Preferred Units as to payment upon liquidation, shall be insufficient to make permit the payment in full pursuant to all Section 13.2A(4) of the Partnership Agreement to such holders of Series A Preferred, Series B Preferred and Series C Preferred Units of the Liquidation Preference plus accumulated and unpaid dividends and distributions and the amounts due upon liquidation preference set forth in this Section 3(a), subject with respect to the rights of any series of such other Preferred Stock that may from time to time come into existenceShares, then such available assets shall be distributed among the holders of Series A Preferred, Series B Preferred Units and Series C such other Preferred at the time outstanding, Units ratably in proportion to the full respective preferential liquidation amounts to which they would otherwise be respectively are entitled. (b) After . Unless and until the payment of the Liquidation Preference plus accumulated and unpaid dividends and distributions has been paid in full liquidation preference of the Series A Preferred, Series B Preferred and Series C Preferred as set forth in Section 3(a) above, and any other distribution that may be required with respect to any series of Preferred Stock that may from time to time come into existence, the remaining assets of the Company legally available for distribution, if any, shall be distributed ratably to the holders of Series A Preferred Units, no distributions will be made to holders of the Common Stock. (c) The following events shall be considered a liquidation under this Section: (i) Units or any consolidation or merger other shares of the Company with or into any other corporation or other entity or person in which the stockholders of the Company immediately prior to such consolidation or merger own less than 50% of the Company's voting power immediately after such consolidation or merger, excluding any consolidation or merger effected exclusively to change the domicile of the Company (an "Acquisition"); or (ii) a sale of all or substantially all of the assets of the Company (an "Asset Transfer"). (iii) In either of such events, if the consideration received by this Corporation is other than cash, its value will be deemed its fair market value as determined in good faith by the Board of Directors. Any securities shall be valued as follows: (A) Securities not subject to investment letter or other similar restrictions on free marketability covered by (B) below: (1) If traded on a securities exchange or through the Nasdaq National Market, the value shall be deemed to be the average of the closing prices of the securities on such quotation system over the thirty (30) day period ending three (3) days prior Partnership ranking junior to the closing; (2) If actively traded over-the-counter, the value shall be deemed Series A Preferred Units as to be the average of the closing bid or sale prices (whichever is applicable) over the thirty (30) day period ending three (3) days prior to the closing; and (3) If there is no active public market, the value shall be the fair market value thereof, as determined by the Board of Directorsliquidation. (B) The method of valuation of securities subject to investment letter or other restrictions on free marketability (other than restrictions arising solely by virtue of a stockholder's status as an affiliate or former affiliate) shall be to make an appropriate discount from the market value determined as above in (A) (1), (2) or (3) to reflect the approximate fair market value thereof, as determined by the Board of Directors.

Liquidation Rights. (a) Upon the occurrence of any liquidationLiquidation Event, dissolutionSeries A Holders, or winding up Series B Holders, Series C Holders (to the extent their Series C Preferred Units have not been converted to Common Units in accordance with Section 16.8 prior to the occurrence of such Liquidation Event), Series C-1 Holders (to the extent their Series C-1 Preferred Units have not been converted to Common Units in accordance with Section 16.8 prior to the occurrence of such Liquidation Event) and Series D Holders (to the extent their Series D Preferred Units have not been converted to Common Units in accordance with Section 16.8 prior to the occurrence of such Liquidation Event) shall be entitled to receive out of the Companyassets of the Partnership or proceeds thereof legally available for distribution to the Partners, whether voluntary (i) after satisfaction of all liabilities, if any, to creditors of the Partnership, (ii) after all applicable distributions of such assets or involuntaryproceeds being made to or set aside for the holders of any Senior Securities then Outstanding in respect of such Liquidation Event, (iii) concurrently with any applicable distributions of such assets or proceeds being made to or set aside for holders of any Series A Preferred Units, Series B Preferred Units, Series C Preferred Units, Series C-1 Preferred Units, Series D Preferred Units or other Parity Securities then Outstanding in respect of such Liquidation Event and (iv) before any distribution of such assets or proceeds is made to or set aside for the holders of Common Units and any other classes or series of Junior Securities as to such distribution, a liquidating distribution or payment in full redemption of such Series A Preferred Units, Series B Preferred Units, Series C Preferred Units, Series C-1 Preferred Units or Series D Preferred Units in an amount equal to the Series A Liquidation Preference, the Series B Liquidation Preference, the Adjusted Series C Liquidation Preference, the Adjusted Series C-1 Liquidation Preference, or the Series D Liquidation Preference, as applicable. For purposes of clarity, upon the occurrence of any Liquidation Event, (x) the holders of then Outstanding Senior Securities shall be entitled to receive the applicable Liquidation Preference on such Senior Securities before any distribution shall be made with respect to the Series A Preferred Units, the Series B Preferred Units, the Series C Preferred Units, the Series C-1 Preferred Units, the Series D Preferred Units or any Parity Securities and (y) the Series A Holders shall be entitled to the Series A Liquidation Preference per Series A Preferred Unit in cash, the Series B Holders shall be entitled to the Series B Liquidation Preference per Series B Preferred Unit in cash, the Series C Holders shall be entitled to the Adjusted Series C Liquidation Preference per Series C Preferred Unit in cash, the Series C-1 Holders shall be entitled to the Adjusted Series C-1 Liquidation Preference per Series C-1 Preferred Unit in cash and the Series D Holders shall be entitled to the Series D Liquidation Preference per Series D Preferred Unit in cash, in each case concurrently with any distribution made to the holders of any Parity Securities and before any distribution shall be made to the holders of Common StockUnits or any other Junior Securities. Series A Holders, subject Series B Holders, Series C Holders, Series C-1 Holders and Series D Holders shall not be entitled to any other amounts from the rights of any series of Preferred Stock that may from time to time come into existencePartnership, in their capacities as Series A Holders, Series B Holders, Series C Holders, Series C-1 Holders or Series D Holders, as applicable, after they have received the Series A Liquidation Preference, the holders Series B Liquidation Preference, the Adjusted Series C Liquidation Preference, the Adjusted Series C-1 Liquidation Preference or the Series D Liquidation Preference, as applicable. The payment of the Series A PreferredLiquidation Preference, Series B Liquidation Preference, Adjusted Series C Liquidation Preference, Adjusted Series C-1 Liquidation Preference or Series D Liquidation Preference shall be a payment in redemption of the Series A Preferred Units, the Series B Preferred Units, the Series C Preferred Units, the Series C-1 Preferred Units or the Series D Preferred Units, as applicable, such that, from and after payment of the full Series A Liquidation Preference, Series B Liquidation Preference, Adjusted Series C Liquidation Preference, Adjusted Series C-1 Liquidation Preference or Series D Liquidation Preference, any such Series A Preferred Unit, Series B Preferred and Unit, Series C Preferred Unit, Series C-1 Preferred Unit or Series D Preferred Unit, as applicable, shall thereafter be entitled cancelled and no longer be Outstanding. (b) If, in the event of any distribution or payment described in Section 16.4(a) above where the Partnership’s assets available for distribution to be paid out holders of the assets of the Company an amount per share of Outstanding Series A PreferredPreferred Units, Series B Preferred and Units, Series C PreferredPreferred Units, respectivelySeries C-1 Preferred Units, equal Series D Preferred Units and any other Parity Securities are insufficient to their respective Original Issue Price plus all declared and unpaid dividends on satisfy the applicable Liquidation Preference for such Series A PreferredPreferred Units, Series B Preferred and Series C PreferredUnits, respectively (as adjusted for any stock dividends, combinations, splits, recapitalizations and the like with respect to such shares) for each share of Series A Preferred, Series B Preferred and Series C Preferred held by them. IfUnits, upon any such liquidationSeries C-1 Preferred Units, distribution, or winding upSeries D Preferred Units and Parity Securities, the Partnership’s then remaining assets or proceeds thereof legally available for distribution to unitholders of the Company shall be insufficient to make payment in full to all holders of Series A Preferred, Series B Preferred and Series C Preferred of the liquidation preference set forth in this Section 3(a), subject to the rights of any series of Preferred Stock that may from time to time come into existence, then such assets Partnership shall be distributed among the holders of Outstanding Series A PreferredPreferred Units, Series B Preferred and Units, Series C Preferred at the time outstandingUnits, Series C-1 Preferred Units, Series D Preferred Units and such Parity Securities, as applicable, ratably in proportion on the basis of their relative aggregate Liquidation Preferences. To the extent that the Series A Holders, Series B Holders, Series C Holders, Series C-1 Holders or Series D Holders receive a partial payment of their Series A Liquidation Preference, Series B Liquidation Preference, Adjusted Series C Liquidation Preference, Adjusted Series C-1 Liquidation Preference or Series D Liquidation Preference, as applicable, such partial payment shall reduce the Series A Liquidation Preference of their Series A Preferred Units, the Series B Liquidation Preference of their Series B Preferred Units, the Adjusted Series C Liquidation Preference of their Series C Preferred Units, the Adjusted Series C-1 Liquidation Preference of their Series C-1 Preferred Units or the Series D Liquidation Preference of their Series D Preferred Units, as applicable, but only to the full amounts to which they would otherwise be respectively entitledextent of such amount paid. (bc) After the payment of the full liquidation preference of the Series A Preferred, Series B Preferred and Series C Preferred as set forth in Section 3(a) above, and any other distribution that may be required with respect to any series of Preferred Stock that may from time to time come into existence, the remaining assets of the Company legally available for distribution, if any, shall be distributed ratably applicable Liquidation Preference to the holders of the Common Stock. (c) The following events Outstanding Series A Preferred Units, Series B Preferred Units, Series C Preferred Units, Series C-1 Preferred Units, Series D Preferred Units and any other Parity Securities, the Partnership’s remaining assets and funds shall be considered a liquidation under this Section: (i) any consolidation or merger distributed among the holders of the Company with or into Common Units and any other corporation or other entity or person in which the stockholders of the Company immediately prior Junior Securities then Outstanding according to such consolidation or merger own less than 50% of the Company's voting power immediately after such consolidation or merger, excluding any consolidation or merger effected exclusively to change the domicile of the Company (an "Acquisition"); or (ii) a sale of all or substantially all of the assets of the Company (an "Asset Transfer")their respective rights and preferences. (iii) In either of such events, if the consideration received by this Corporation is other than cash, its value will be deemed its fair market value as determined in good faith by the Board of Directors. Any securities shall be valued as follows: (A) Securities not subject to investment letter or other similar restrictions on free marketability covered by (B) below: (1) If traded on a securities exchange or through the Nasdaq National Market, the value shall be deemed to be the average of the closing prices of the securities on such quotation system over the thirty (30) day period ending three (3) days prior to the closing; (2) If actively traded over-the-counter, the value shall be deemed to be the average of the closing bid or sale prices (whichever is applicable) over the thirty (30) day period ending three (3) days prior to the closing; and (3) If there is no active public market, the value shall be the fair market value thereof, as determined by the Board of Directors. (B) The method of valuation of securities subject to investment letter or other restrictions on free marketability (other than restrictions arising solely by virtue of a stockholder's status as an affiliate or former affiliate) shall be to make an appropriate discount from the market value determined as above in (A) (1), (2) or (3) to reflect the approximate fair market value thereof, as determined by the Board of Directors.

Liquidation Rights. (a) Upon any liquidation, dissolution, or In the event of the dissolution and winding up of the CompanyPartnership under Section 12.4 or a sale, whether voluntary or involuntary, before any distribution or payment shall be made to the holders of Common Stock, subject to the rights of any series of Preferred Stock that may from time to time come into existence, the holders of Series A Preferred, Series B Preferred and Series C Preferred shall be entitled to be paid out of the assets of the Company an amount per share of Series A Preferred, Series B Preferred and Series C Preferred, respectively, equal to their respective Original Issue Price plus all declared and unpaid dividends on the Series A Preferred, Series B Preferred and Series C Preferred, respectively (as adjusted for any stock dividends, combinations, splits, recapitalizations and the like with respect to such shares) for each share of Series A Preferred, Series B Preferred and Series C Preferred held by them. If, upon any such liquidation, distributionexchange, or winding up, the assets of the Company shall be insufficient to make payment in full to all holders of Series A Preferred, Series B Preferred and Series C Preferred of the liquidation preference set forth in this Section 3(a), subject to the rights of any series of Preferred Stock that may from time to time come into existence, then such assets shall be distributed among the holders of Series A Preferred, Series B Preferred and Series C Preferred at the time outstanding, ratably in proportion to the full amounts to which they would otherwise be respectively entitled. (b) After the payment of the full liquidation preference of the Series A Preferred, Series B Preferred and Series C Preferred as set forth in Section 3(a) above, and any other distribution that may be required with respect to any series of Preferred Stock that may from time to time come into existence, the remaining assets of the Company legally available for distribution, if any, shall be distributed ratably to the holders of the Common Stock. (c) The following events shall be considered a liquidation under this Section: (i) any consolidation or merger of the Company with or into any other corporation or other entity or person in which the stockholders of the Company immediately prior to such consolidation or merger own less than 50% of the Company's voting power immediately after such consolidation or merger, excluding any consolidation or merger effected exclusively to change the domicile of the Company (an "Acquisition"); or (ii) a sale disposition of all or substantially all of the assets of the Company (an "Asset Transfer"). (iii) In Partnership Group, either voluntary or involuntary, the Record Holders of the Series A Preferred Units shall be entitled to receive, out of the assets of the Partnership available for distribution to the Partners or any transferees of such eventsPartnership Interests in accordance with Section 4.5 hereof, if the consideration received by this Corporation is other than cash, its value will be deemed its fair market value as determined prior and in good faith by the Board preference to any distribution of Directors. Any securities shall be valued as follows: (A) Securities not subject to investment letter or other similar restrictions on free marketability covered by (B) below: (1) If traded on a securities exchange or through the Nasdaq National Market, the value shall be deemed to be the average any assets of the closing prices of the securities on such quotation system over the thirty (30) day period ending three (3) days prior Partnership to the closing; (2) If actively traded over-the-counter, the value shall be deemed to be the average Record Holders of the closing bid any other class or sale prices (whichever is applicable) over the thirty (30) day period ending three (3) days prior to the closing; and (3) If there is no active public market, the value shall be the fair market value thereof, as determined by the Board series of Directors. (B) The method of valuation of securities subject to investment letter or other restrictions on free marketability Partnership Interests (other than restrictions arising solely by virtue of a stockholder's status as an affiliate Series A Senior Securities or former affiliate) shall be to make an appropriate discount from the market value determined as above in (A) (1Series A Parity Securities), (2i) first, any accumulated and unpaid distributions on the Series A Preferred Units (regardless of whether previously declared) and (ii) then, any positive value in each such holder’s Capital Account in respect of such Series A Preferred Units. If in the year of such dissolution and winding up, or sale, exchange, or other disposition of all or substantially all of the assets of the Partnership, any such Record Holder’s Capital Account in respect of such Series A Preferred Units is less than the aggregate Series A Base Liquidation Preference of such Series A Preferred Units, then, notwithstanding anything to the contrary contained in this Agreement, and prior to any other allocation pursuant to this Agreement for such year and any distribution pursuant to the preceding sentence (other than any allocations or distributions made with respect to any other Series A Parity Securities upon which like allocation and distribution rights have been conferred), items of gross income and gain shall be allocated to all Unitholders then holding Series A Preferred Units, Pro Rata, until the Capital Account in respect of each Outstanding Series A Preferred Unit is equal to the Series A Base Liquidation Preference (and no other allocation pursuant to this Agreement shall reverse the effect of such allocation); provided, however, that in the event that like allocation rights have been conferred upon other Series A Parity Securities, then items of gross income and gain shall be allocated to all Unitholders then holding Series A Preferred Units and such Series A Parity Securities, in proportion to the deficit in each such Series A Preferred Unit or such Series A Parity Securities’ Capital Account below the applicable liquidation preference, until the Capital Account in respect of each Outstanding Series A Preferred Unit and such Series A Parity Security is equal to the applicable liquidation preference (and no other allocation pursuant to this Agreement shall reverse the effect of such allocation). If in the year of such dissolution and winding up any such Record Holder’s Capital Account in respect of such Series A Preferred Units is less than the aggregate Series A Base Liquidation Preference of such Series A Preferred Units after the application of the preceding sentence, then to the extent permitted by applicable law, but otherwise notwithstanding anything to the contrary contained in this Agreement, items of gross income and gain for any preceding taxable year(s) with respect to which IRS Form 1065 Schedules K-1 have not been filed by the Partnership shall be reallocated to all Unitholders then holding Series A Preferred Units, Pro Rata, until the Capital Account in respect of each such Outstanding Series A Preferred Unit after making allocations pursuant to this and the immediately preceding sentence is equal to the Series A Base Liquidation Preference (and no other allocation pursuant to this Agreement shall reverse the effect of such allocation); provided, however, that in the event like allocation rights have been conferred upon other Series A Parity Securities, then any such items of gross income and gain shall be reallocated to all Unitholders then holding Series A Preferred Units and such Series A Parity Securities, in proportion to the deficit in each such Series A Preferred Unit or such Series A Parity Securities’ Capital Account below the applicable liquidation preference, until the Capital Account in respect of each Outstanding Series A Preferred Unit and such Series A Parity Security after making allocations pursuant to this and the immediately preceding sentence is equal to the applicable liquidation preference (and no other allocation pursuant to this Agreement shall reverse the effect of such allocation). After such allocations have been made to the Outstanding Series A Preferred Units and any Series A Parity Securities, as applicable, any remaining Net Termination Gain or Net Termination Loss shall be allocated to the Partners pursuant to Section 6.1(c) or (3) to reflect the approximate fair market value thereofSection 6.1(d), as determined the case may be. At the time of the dissolution of the Partnership, subject to Section 17-804 of the Delaware Act, the Record Holders of the Series A Preferred Units shall become entitled to receive any distributions in respect of the Series A Preferred Units that are accrued and unpaid as of the date of such distribution, and shall have the status of, and shall be entitled to all remedies available to, a creditor of the Partnership, and such entitlement of the Record Holders of the Series A Preferred Units to such accrued and unpaid distributions shall have priority over any entitlement of any other Partners or transferees of such Partnership Interests in accordance with Section 4.5 hereof (other than holders of any Series A Senior Securities or Series A Parity Securities) with respect to any distributions by the Board Partnership to such other Partners or transferees of Directorssuch Partnership Interests in accordance with Section 4.5 hereof; provided, however, that the General Partner, as such, will have no liability for any obligations with respect to such distributions to any Record Holder(s) of Series A Preferred Units.

Liquidation Rights. (a) Upon In the event of any liquidation, dissolution, or and winding up of the CompanyPartnership under Section 12.4 or a sale, whether voluntary or involuntary, before any distribution or payment shall be made to the holders of Common Stock, subject to the rights of any series of Preferred Stock that may from time to time come into existence, the holders of Series A Preferred, Series B Preferred and Series C Preferred shall be entitled to be paid out of the assets of the Company an amount per share of Series A Preferred, Series B Preferred and Series C Preferred, respectively, equal to their respective Original Issue Price plus all declared and unpaid dividends on the Series A Preferred, Series B Preferred and Series C Preferred, respectively (as adjusted for any stock dividends, combinations, splits, recapitalizations and the like with respect to such shares) for each share of Series A Preferred, Series B Preferred and Series C Preferred held by them. If, upon any such liquidation, distributionexchange, or winding up, the assets of the Company shall be insufficient to make payment in full to all holders of Series A Preferred, Series B Preferred and Series C Preferred of the liquidation preference set forth in this Section 3(a), subject to the rights of any series of Preferred Stock that may from time to time come into existence, then such assets shall be distributed among the holders of Series A Preferred, Series B Preferred and Series C Preferred at the time outstanding, ratably in proportion to the full amounts to which they would otherwise be respectively entitled. (b) After the payment of the full liquidation preference of the Series A Preferred, Series B Preferred and Series C Preferred as set forth in Section 3(a) above, and any other distribution that may be required with respect to any series of Preferred Stock that may from time to time come into existence, the remaining assets of the Company legally available for distribution, if any, shall be distributed ratably to the holders of the Common Stock. (c) The following events shall be considered a liquidation under this Section: (i) any consolidation or merger of the Company with or into any other corporation or other entity or person in which the stockholders of the Company immediately prior to such consolidation or merger own less than 50% of the Company's voting power immediately after such consolidation or merger, excluding any consolidation or merger effected exclusively to change the domicile of the Company (an "Acquisition"); or (ii) a sale disposition of all or substantially all of the assets of the Company (an "Asset Transfer"). (iii) In Partnership, either voluntary or involuntary, the Record Holders of such eventsthe Series A Preferred Units shall be entitled to receive, if out of the consideration received by this Corporation is assets of the Partnership available for distribution to the Partners or any Assignees, prior and in preference to any distribution of any assets of the Partnership to the Record Holders of any other class or series of Partnership Interests other than cashthe Series A Preferred Units, its value will be deemed its fair market value as determined in good faith by the Board of Directors. Any securities shall be valued as follows: Series A Preferred Senior Securities, and the Series A Preferred Parity Securities, (A) Securities not subject to investment letter or other similar restrictions first, any accumulated and unpaid distributions on free marketability covered by the Series A Preferred Units (regardless of whether previously declared) and (B) below: then, any positive value in each such holder’s Capital Account in respect of such Series A Preferred Units. If in the year of such liquidation and winding up, or sale, exchange, or other disposition of all or substantially all of the assets of the Partnership, any such Record Holder’s Capital Account in respect of such Series A Preferred Units is less than the aggregate Series A Preferred Base Liquidation Preference of such Series A Preferred Units, then, after the allocations specified in Section 6.1(c)(i)(A) have been made, but otherwise notwithstanding anything to the contrary contained in this Agreement, and prior to any other allocation pursuant to this Agreement for such year and any distribution pursuant to the preceding sentence, items of gross income and gain shall be allocated to all Unitholders then holding Series A Preferred Units and Unitholders then holding any Series A Preferred Parity Securities, Pro Rata, until the Capital Account in respect of each Outstanding Series A Preferred Unit is equal to the Series A Preferred Base Liquidation Preference and the Capital Account in respect of each Outstanding Series A Preferred Parity Security is equal to the liquidation preference of such Series A Preferred Parity Security (1and no other allocation pursuant to this Agreement shall reverse the effect of such allocation). If in the year of such liquidation, dissolution, or winding up any such Record Holder’s Capital Account in respect of such Series A Preferred Units is less than the aggregate Series A Preferred Base Liquidation Preference of such Series A Preferred Units after the application of the preceding sentence, then to the extent permitted by applicable law and after making any allocations required under Section 6.1(c)(i)(A), but otherwise notwithstanding anything to the contrary contained in this Agreement, items of gross income and gain for any preceding taxable period(s) If traded on a securities exchange with respect to which IRS Form 1065 Schedules K-1 have not been filed by the Partnership shall be reallocated to all Unitholders then holding Series A Preferred Units and Unitholders then holding any Series A Preferred Parity Securities, Pro Rata, until after making allocations pursuant to this and the immediately preceding sentence the Capital Account in respect of each such Outstanding Series A Preferred Unit is equal to the Series A Preferred Base Liquidation Preference and the Capital Account in respect of each Outstanding Series A Preferred Parity Security is equal to the liquidation preference of such Series A Preferred Parity Security (and no other allocation pursuant to this Agreement shall reverse the effect of such allocation). After such allocations have been made to the Outstanding Series A Preferred Units and any Outstanding Series A Preferred Parity Securities, any remaining Net Termination Gain or through Net Termination Loss shall be allocated to the Nasdaq National MarketPartners pursuant to Section 6.1(c). At the time of the dissolution of the Partnership, subject to Section 17- 804 of the Delaware Act, the value Record Holders of the Series A Preferred Units shall become entitled to receive any distributions in respect of the Series A Preferred Units that are accrued and unpaid as of the date of such distribution, and shall have the status of, and shall be deemed entitled to be the average all remedies available to, a creditor of the closing prices Partnership, and such entitlement of the securities on such quotation system over the thirty (30) day period ending three (3) days prior to the closing; (2) If actively traded over-the-counter, the value shall be deemed to be the average Record Holders of the closing bid Series A Preferred Units to such accrued and unpaid distributions shall have priority over any entitlement of any other Partners or sale prices (whichever is applicable) over Assignees with respect to any distributions by the thirty (30) day period ending three (3) days prior Partnership to such other Partners or Assignees except for distributions in respect of Series A Preferred Units pursuant to Section 5.14(b)(ii); provided, however, that the closing; and (3) If there is no active public market, the value shall be the fair market value thereofGeneral Partner, as determined by the Board such, will have no liability for any obligations with respect to such distributions to any Record Holder(s) of DirectorsSeries A Preferred Units. (B) The method of valuation of securities subject to investment letter or other restrictions on free marketability (other than restrictions arising solely by virtue of a stockholder's status as an affiliate or former affiliate) shall be to make an appropriate discount from the market value determined as above in (A) (1), (2) or (3) to reflect the approximate fair market value thereof, as determined by the Board of Directors.

Liquidation Rights. (a) Upon any liquidation, dissolution, or winding up of the Company, whether voluntary or involuntaryinvoluntary (a “Liquidation Event”), before any distribution or payment shall be made to the holders of any Common Stock, subject to the rights right of any series of Preferred Stock that may from time to time come into existence, the holders of Series A Preferred, Series B Preferred and Series C Preferred Stock shall be entitled to be paid out of the assets of the Company legally available for distribution (or the consideration received by the Company or its stockholders in an Acquisition) for each share of Preferred Stock held by them, an amount per share of Series A Preferred, Series B Preferred and Series C Preferred, respectively, equal to their respective Original Issue Price plus all declared and unpaid dividends on the Series A Preferred, Series B Preferred and Series C Preferred, respectively (i) $0.7333 (as adjusted for any stock dividends, combinations, splits, recapitalizations and the like with respect to such sharesshares after the filing date hereof) (the “Series A Original Issue Price”) for each share of Series A PreferredPreferred then held by them plus all declared and unpaid dividends thereon, (ii) $9.4612 (as adjusted for any stock dividends, combinations, splits, recapitalizations and the like with respect to such shares after the filing date hereof) (the “Series B Original Issue Price”) for each share of Series B Preferred then held by them plus all declared and unpaid dividends thereon, and (iii) $14.3334 (as adjusted for any stock dividends, combinations, splits, recapitalizations and the like with respect to such shares after the filing date hereof) (the “Series C Original Issue Price”) for each share of Series C Preferred then held by themthem plus all declared and unpaid dividends thereon. If, upon any such liquidation, distribution, or winding upLiquidation Event, the assets of the Company shall be insufficient to make payment in full to all holders of Series A Preferred, Series B Preferred and Series C Preferred Stock of the liquidation preference set forth in this Section 3(a), subject to the rights of any series of Preferred Stock that may from time to time come into existence, then such assets (or consideration) shall be distributed among the holders of Series A Preferred, Series B Preferred and Series C Preferred Stock at the time outstanding, ratably in proportion to the full amounts to which they would otherwise be respectively entitled. (b) After the payment of the full liquidation preference of the Series A Preferred, Series B Preferred and Series C Preferred as set forth in Section 3(a) above, and any other distribution that may be required with respect to any series of Preferred Stock that may from time to time come into existence, the remaining assets of the Company legally available for distribution, if any, shall be distributed ratably to the holders of the Common Stock. (c) The following events shall be considered a liquidation under this Section: (i) any consolidation or merger of the Company with or into any other corporation or other entity or person in which the stockholders of the Company immediately prior to such consolidation or merger own less than 50% of the Company's voting power immediately after such consolidation or merger, excluding any consolidation or merger effected exclusively to change the domicile of the Company (an "Acquisition"); or (ii) a sale of all or substantially all of the assets of the Company (an "Asset Transfer"). (iii) In either of such events, if the consideration received by this Corporation is other than cash, its value will be deemed its fair market value as determined in good faith by the Board of Directors. Any securities shall be valued as follows: (A) Securities not subject to investment letter or other similar restrictions on free marketability covered by (B) below: (1) If traded on a securities exchange or through the Nasdaq National Market, the value shall be deemed to be the average of the closing prices of the securities on such quotation system over the thirty (30) day period ending three (3) days prior to the closing; (2) If actively traded over-the-counter, the value shall be deemed to be the average of the closing bid or sale prices (whichever is applicable) over the thirty (30) day period ending three (3) days prior to the closing; and (3) If there is no active public market, the value shall be the fair market value thereof, as determined by the Board of Directors. (B) The method of valuation of securities subject to investment letter or other restrictions on free marketability (other than restrictions arising solely by virtue of a stockholder's status as an affiliate or former affiliate) shall be to make an appropriate discount from the market value determined as above in (A) (1), (2) or (3) to reflect the approximate fair market value thereof, as determined by the Board of Directors.

Liquidation Rights. (a) Upon In the event of any voluntary or involuntary liquidation, dissolution, dissolution or winding up of the Company, whether voluntary or involuntary, before any distribution or payment shall be made to the holders of Common Stock, subject to the rights of any series of Preferred Stock that may from time to time come into existencePartnership, the holders holder of Series A Preferred, Series B Preferred and Series C Preferred shall Units will be entitled to be paid out of the assets the Partnership has legally available for distribution to owners of Units, subject to the preferential rights of the Company holders of any class or series of Units of the Partnership it may issue ranking senior to the Series A Preferred Units with respect to the distribution of assets upon liquidation, dissolution or winding up, a liquidation preference of Twenty-Five Dollars ($25.00) per Unit, plus an amount per share equal to any accumulated and unpaid distributions to, but not including, the date of payment, before any distribution of assets is made to holders of Common Units or any other class or series of Units of the Partnership it may issue that ranks junior to the Series A Preferred Units as to liquidation rights. After payment of the full amount of the liquidating distributions provided for in this Exhibit E to the holder of the Series A Preferred Units, such holder shall have no right or claim to any of the remaining assets of the Partnership with respect to its holdings of Series A Preferred, Series B Preferred and Series C Preferred, respectively, equal to their respective Original Issue Price plus all declared and unpaid dividends on Units. (b) In the Series A Preferred, Series B Preferred and Series C Preferred, respectively (as adjusted for any stock dividends, combinations, splits, recapitalizations and the like with respect to such shares) for each share of Series A Preferred, Series B Preferred and Series C Preferred held by them. Ifevent that, upon any such voluntary or involuntary liquidation, distribution, dissolution or winding up, the available assets of the Company shall be Partnership are insufficient to make payment in full to pay the amount of the liquidating distributions on all holders of outstanding Series A Preferred, Series B Preferred Units and Series C Preferred the corresponding amounts payable on all other classes or series of Units of the liquidation preference set forth Partnership that it may issue ranking on a parity with the Series A Preferred Units in this Section 3(a), subject to the rights distribution of any series of Preferred Stock that may from time to time come into existenceassets, then such assets shall be distributed among the holders of the Series A Preferred, Series B Preferred Units and Series C Preferred at the time outstanding, all other such classes or series of Units shall share ratably in any such distribution of assets in proportion to the full amounts liquidating distributions to which they would otherwise be respectively entitled. (b) After the payment of the full liquidation preference of the Series A Preferred, Series B Preferred and Series C Preferred as set forth in Section 3(a) above, and any other distribution that may be required with respect to any series of Preferred Stock that may from time to time come into existence, the remaining assets of the Company legally available for distribution, if any, shall be distributed ratably to the holders of the Common Stock. (c) The following events shall be considered a liquidation under this Section: (i) any consolidation or merger of the Company with or into any other corporation or other entity or person in which the stockholders of the Company immediately prior to such consolidation or merger own less than 50% of the Company's voting power immediately after such consolidation or merger, excluding any consolidation or merger effected exclusively to change the domicile of the Company (an "Acquisition"); or (ii) a sale of all or substantially all of the assets of the Company (an "Asset Transfer"). (iii) In either of such events, if the consideration received by this Corporation is other than cash, its value will be deemed its fair market value as determined in good faith by the Board of Directors. Any securities shall be valued as follows: (A) Securities not subject to investment letter or other similar restrictions on free marketability covered by (B) below: (1) If traded on a securities exchange or through the Nasdaq National Market, the value shall be deemed to be the average of the closing prices of the securities on such quotation system over the thirty (30) day period ending three (3) days prior to the closing; (2) If actively traded over-the-counter, the value shall be deemed to be the average of the closing bid or sale prices (whichever is applicable) over the thirty (30) day period ending three (3) days prior to the closing; and (3) If there is no active public market, the value shall be the fair market value thereof, as determined by the Board of Directors. (B) The method of valuation of securities subject to investment letter or other restrictions on free marketability (other than restrictions arising solely by virtue of a stockholder's status as an affiliate or former affiliate) shall be to make an appropriate discount from the market value determined as above in (A) (1), (2) or (3) to reflect the approximate fair market value thereof, as determined by the Board of Directors.

Liquidation Rights. (a) Upon any liquidation, dissolution, or In the event of the dissolution and winding up of the CompanyPartnership under Section 12.4 or a sale, whether voluntary or involuntary, before any distribution or payment shall be made to the holders of Common Stock, subject to the rights of any series of Preferred Stock that may from time to time come into existence, the holders of Series A Preferred, Series B Preferred and Series C Preferred shall be entitled to be paid out of the assets of the Company an amount per share of Series A Preferred, Series B Preferred and Series C Preferred, respectively, equal to their respective Original Issue Price plus all declared and unpaid dividends on the Series A Preferred, Series B Preferred and Series C Preferred, respectively (as adjusted for any stock dividends, combinations, splits, recapitalizations and the like with respect to such shares) for each share of Series A Preferred, Series B Preferred and Series C Preferred held by them. If, upon any such liquidation, distributionexchange, or winding up, the assets of the Company shall be insufficient to make payment in full to all holders of Series A Preferred, Series B Preferred and Series C Preferred of the liquidation preference set forth in this Section 3(a), subject to the rights of any series of Preferred Stock that may from time to time come into existence, then such assets shall be distributed among the holders of Series A Preferred, Series B Preferred and Series C Preferred at the time outstanding, ratably in proportion to the full amounts to which they would otherwise be respectively entitled. (b) After the payment of the full liquidation preference of the Series A Preferred, Series B Preferred and Series C Preferred as set forth in Section 3(a) above, and any other distribution that may be required with respect to any series of Preferred Stock that may from time to time come into existence, the remaining assets of the Company legally available for distribution, if any, shall be distributed ratably to the holders of the Common Stock. (c) The following events shall be considered a liquidation under this Section: (i) any consolidation or merger of the Company with or into any other corporation or other entity or person in which the stockholders of the Company immediately prior to such consolidation or merger own less than 50% of the Company's voting power immediately after such consolidation or merger, excluding any consolidation or merger effected exclusively to change the domicile of the Company (an "Acquisition"); or (ii) a sale disposition of all or substantially all of the assets of the Company Partnership, either voluntary or involuntary, the Record Holders of the Series D Preferred Units shall be entitled to receive, out of the assets of the Partnership available for distribution to the Partners or any Assignees, prior and in preference to any distribution of any assets of the Partnership to the Record Holders of any other class or series of Partnership Interests (an "Asset Transfer"). (iii) In either of such events, if the consideration received by this Corporation is other than cashSeries D Senior Securities or Series D Parity Securities), its value will be deemed its fair market value as determined in good faith by the Board of Directors. Any securities shall be valued as follows: (A) Securities not subject to investment letter or other similar restrictions first, any accumulated and unpaid distributions on free marketability covered by the Series D Preferred Units (regardless of whether previously declared) and (B) below: (1) then, any positive value in each such holder’s Capital Account in respect of such Series D Preferred Units. If traded on a securities exchange in the year of such dissolution and winding up, or through the Nasdaq National Marketsale, the value shall be deemed to be the average exchange, or other disposition of all or substantially all of the closing prices assets of the securities on Partnership, any such quotation system over Record Holder’s Capital Account in respect of such Series D Preferred Units is less than the thirty (30) day period ending three (3) days aggregate Series D Base Liquidation Preference of such Series D Preferred Units, then, notwithstanding anything to the contrary contained in this Agreement, and prior to the closing; (2) If actively traded over-the-counter, the value shall be deemed any other allocation pursuant to be the average of the closing bid or sale prices (whichever is applicable) over the thirty (30) day period ending three (3) days prior this Agreement for such year and any distribution pursuant to the closing; and (3) If there is no active public market, the value shall be the fair market value thereof, as determined by the Board of Directors. (B) The method of valuation of securities subject to investment letter or other restrictions on free marketability preceding sentence (other than restrictions arising solely by virtue any allocations or distributions made with respect to any other Series D Parity Securities upon which like allocation and distribution rights have been conferred), items of a stockholder's status as an affiliate or former affiliate) gross income and gain shall be allocated to make an appropriate discount from all Unitholders then holding Series D Preferred Units, Pro Rata, until the market value determined as above Capital Account in respect of each Outstanding Series D Preferred Unit is equal to the Series D Base Liquidation Preference (A) and no other allocation pursuant to this Agreement shall reverse the effect of such allocation); provided, however, that in the event that like allocation rights have been conferred upon other Series D Parity Securities (1including pursuant to Sections 5.11(b)(v), 5.12(b)(v) and 5.13(b)(v)), then items of gross income and gain shall be allocated to all Unitholders then holding Series D Preferred Units and such Series D Parity Securities, Pro Rata, until the Capital Account in respect of each Outstanding Series D Preferred Unit and such Series D Parity Security is equal to the applicable liquidation preference (2and no other allocation pursuant to this Agreement shall reverse the effect of such allocation). If in the year of such dissolution and winding up any such Record Holder’s Capital Account in respect of such Series D Preferred Units is less than the aggregate Series D Base Liquidation Preference of such Series D Preferred Units after the application of the preceding sentence, then to the extent permitted by applicable law, but otherwise notwithstanding anything to the contrary contained in this Agreement, items of gross income and gain for any preceding taxable year(s) with respect to which IRS Form 1065 Schedules K-1 have not been filed by the Partnership shall be reallocated to all Unitholders then holding Series D Preferred Units, Pro Rata, until the Capital Account in respect of each such Outstanding Series D Preferred Unit after making allocations pursuant to this and the immediately preceding sentence is equal to the Series D Base Liquidation Preference (and no other allocation pursuant to this Agreement shall reverse the effect of such allocation); provided, however, that in the event like allocation rights have been conferred upon other Series D Parity Securities (including pursuant to Sections 5.11(b)(v), 5.12(b)(v) and 5.13(b)(v)), then any such items of gross income and gain shall be reallocated to all Unitholders then holding Series D Preferred Units and such Series D Parity Securities, Pro Rata, until the Capital Account in respect of each Outstanding Series D Preferred Unit and such Series D Parity Security after making allocations pursuant to this and the immediately preceding sentence is equal to the applicable liquidation preference (and no other allocation pursuant to this Agreement shall reverse the effect of such allocation). After such allocations have been made to the Outstanding Series D Preferred Units and any Series D Parity Securities, as applicable, any remaining Net Termination Gain or Net Termination Loss shall be allocated to the Partners pursuant to Section 6.1(c) or (3) to reflect the approximate fair market value thereofSection 6.1(d), as determined the case may be. At the time of the dissolution of the Partnership, subject to Section 17-804 of the Delaware Act, the Record Holders of the Series D Preferred Units shall become entitled to receive any distributions in respect of the Series D Preferred Units that are accrued and unpaid as of the date of such distribution, and shall have the status of, and shall be entitled to all remedies available to, a creditor of the Partnership, and such entitlement of the Record Holders of the Series D Preferred Units to such accrued and unpaid distributions shall have priority over any entitlement of any other Partners or Assignees (other than holders of any Series D Senior Securities or Series D Parity Securities) with respect to any distributions by the Board Partnership to such other Partners or Assignees; provided, however, that the General Partner, as such, will have no liability for any obligations with respect to such distributions to any Record Holder(s) of DirectorsSeries D Preferred Units.

Liquidation Rights. (a) Upon any liquidation, the voluntary or involuntary dissolution, liquidation or winding up of the Company, whether voluntary or involuntary, before any distribution or payment shall be made to the holders of Common Stock, subject to the rights of any series of Preferred Stock that may from time to time come into existencePartnership, the holders holder of the Series A Preferred, Series B I Preferred and Series C Preferred Units then outstanding shall be entitled to receive and to be paid out of the assets of the Company an Partnership legally available for distribution to its Partners, before any payment or distribution shall be made on any Junior Partnership Units, the amount of $50.00 per share of Series A PreferredI Preferred Unit, Series B Preferred and Series C Preferred, respectively, equal to their respective Original Issue Price plus all declared accrued and unpaid dividends on the Series A Preferred, Series B Preferred and Series C Preferred, respectively (as adjusted for any stock dividends, combinations, splits, recapitalizations and the like with respect to such shares) for each share of Series A Preferred, Series B Preferred and Series C Preferred held by them. If, upon any such liquidation, distribution, or winding up, the assets of the Company shall be insufficient to make payment in full to all holders of Series A Preferred, Series B Preferred and Series C Preferred of the liquidation preference set forth in this Section 3(a), subject to the rights of any series of Preferred Stock that may from time to time come into existence, then such assets shall be distributed among the holders of Series A Preferred, Series B Preferred and Series C Preferred at the time outstanding, ratably in proportion to the full amounts to which they would otherwise be respectively entitledquarterly distributions thereon. (b) After the payment to the holder of the Series I Preferred Units of the full liquidation preference preferential amounts provided for in paragraph (a) above, the holder of the Series A PreferredI Preferred Units, Series B Preferred and Series C Preferred as set forth in Section 3(a) abovesuch, and any other distribution that may be required with respect shall have no right or claim to any series of Preferred Stock that may from time to time come into existence, the remaining assets of the Company legally available for distribution, if any, shall be distributed ratably to the holders of the Common StockPartnership. (c) The following events shall be considered If, upon any voluntary or involuntary dissolution, liquidation, or winding up of the Partnership, the amounts payable with respect to the preference value of the Series I Preferred Units and any other Partnership Units ranking as to any such distribution on a liquidation under this Section:parity with the Series I Preferred Units are not paid in full, the holder of the Series I Preferred Units and of such other Partnership 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. (id) any consolidation Neither the sale, lease, transfer or merger of the Company with or into any other corporation or other entity or person in which the stockholders of the Company immediately prior to such consolidation or merger own less than 50% of the Company's voting power immediately after such consolidation or merger, excluding any consolidation or merger effected exclusively to change the domicile of the Company (an "Acquisition"); or (ii) a sale conveyance of all or substantially all of the assets property or business of the Company (an "Asset Transfer"). (iii) In either Partnership, nor the merger or consolidation of such eventsthe Partnership into or with any other entity or the merger or consolidation of any other entity into or with the Partnership, if the consideration received by this Corporation is other than cash, its value will be deemed its fair market value as determined in good faith by the Board of Directors. Any securities shall be valued as follows: (A) Securities not subject to investment letter or other similar restrictions on free marketability covered by (B) below: (1) If traded on a securities exchange or through the Nasdaq National Market, the value shall be deemed to be a dissolution, liquidation or winding up, voluntary or involuntary, for the average purposes of the closing prices of the securities on such quotation system over the thirty this Section 4 (30) day period ending three (3) days prior to the closing; (2) If actively traded over-the-counter, the value shall be deemed to be the average of the closing bid or sale prices (whichever is applicable) over the thirty (30) day period ending three (3) days prior to the closing; and (3) If there is no active public market, the value shall be the fair market value thereof, as determined by the Board of DirectorsLiquidation Rights). (B) The method of valuation of securities subject to investment letter or other restrictions on free marketability (other than restrictions arising solely by virtue of a stockholder's status as an affiliate or former affiliate) shall be to make an appropriate discount from the market value determined as above in (A) (1), (2) or (3) to reflect the approximate fair market value thereof, as determined by the Board of Directors.

Liquidation Rights. (a) Upon any liquidation, dissolution, dissolution or winding winding-up of the CompanyCorporation, whether voluntary or involuntary, before any distribution or payment shall be made to the holders of Common Stock, subject to the rights of any series of Preferred Stock that may from time to time come into existence, the holders of Series A Preferred, Series B Preferred and Series C Preferred Stock shall be entitled to be paid out of the assets of the Company Corporation an amount per share of Series A Preferred, B Preferred Stock equal to the Original Issue Price. The Original Issue Price of the Series B Preferred and Series C Preferred, respectively, equal to their respective Original Issue Price plus all declared and unpaid dividends on the Series A Preferred, Series B Preferred and Series C Preferred, respectively (as adjusted for any stock dividends, combinations, splits, recapitalizations and the like with respect to such shares) for each share of Series A Preferred, Series B Preferred and Series C Preferred held by them. If, upon any such liquidation, distribution, or winding up, the assets of the Company Stock shall be insufficient to make payment in full to all holders of Series A Preferred, Series B Preferred and Series C Preferred of the liquidation preference set forth in this Section 3(a), subject to the rights of any series of Preferred Stock that may from time to time come into existence, then such assets shall be distributed among the holders of Series A Preferred, Series B Preferred and Series C Preferred at the time outstanding, ratably in proportion to the full amounts to which they would otherwise be respectively entitled$ 20.00 per share. (b) After the payment of the full liquidation preference of the Series A Preferred, Series B Preferred and Series C Preferred Stock as set forth in Section 3(a4(a) above, and any other distribution that may be required with respect to any series of Preferred Stock that may from time to time come into existence, the remaining assets of the Company Corporation legally available for distribution, if any, shall be distributed ratably to the holders of the Common Stock and Series B Preferred Stock. (c) The following events shall be considered a liquidation under this SectionSection 4, provided such event has been approved by the holders of a majority of the then outstanding Common Stock voting as a separate class: (i) any consolidation or merger of the Company with or into any other corporation a sale, lease, transfer or other entity or person in which the stockholders of the Company immediately prior to such consolidation or merger own less than 50% of the Company's voting power immediately after such consolidation or merger, excluding any consolidation or merger effected exclusively to change the domicile of the Company (an "Acquisition"); or (ii) a sale disposition of all or substantially all of the assets of the Company Corporation (an "Asset Transfer"). (iiid) In either If, upon any liquidation, distribution or winding up, the assets of such events, if the consideration received by this Corporation is other than cash, its value will be deemed its fair market value as determined in good faith by the Board of Directors. Any securities shall be valued as follows: (Ainsufficient to make payment in full to all holders of Series B Preferred Stock of the liquidation preference set forth in Section 4(a) Securities not subject to investment letter or other similar restrictions on free marketability covered by (B) below: (1) If traded on a securities exchange or through the Nasdaq National Marketabove, the value then such assets shall be deemed to be distributed among the average holders of Series B Preferred Stock at the closing prices of the securities on such quotation system over the thirty (30) day period ending three (3) days prior time outstanding, ratably in proportion to the closing; full DESIGNATION OF PREFERENCES 060100 1700 amounts to which they would otherwise be respectively entitled. MEDIQUIK SERVICES, INC. By: __________________________________________ Name: __________________________________________ Title: __________________________________________ DESIGNATION OF PREFERENCES 060100 1700 EXHIBIT C TO PARTIAL TRANSACTION REVERSAL AGREEMENT EQUITY INVESTMENT AGREEMENT THIS EQUITY INVESTMENT AGREEMENT (2the "Agreement") If actively traded over-the-counteris made and entered into on this 7 day of May, the value shall be deemed to be the average 2001, by and between MIRAQUEST VENTURES, LLC, of the closing bid or sale prices 3749 N. Cloverdale Road, B▇▇▇▇, ▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ty company (whichever is applicable) over the thirty (30) day period ending three (3) days prior to the closing; and (3) If there is no active public market, the value shall be the fair market value thereof, as determined by the Board of Directors. (B) The method of valuation of securities subject to investment letter or other restrictions on free marketability (other than restrictions arising solely by virtue of a stockholder's status as an affiliate or former affiliate) shall be to make an appropriate discount from the market value determined as above in (A) (1"MiraQuest"), and SureCare(TM)/MediQuik Services, Inc., of 4299 San Felipe, Suite 300, ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, a Delaware corporation (2) or (3) to reflect the approximate fair market value thereof, as determined by the Board of Directors"SureCare").

Liquidation Rights. (a) Upon any liquidation, dissolution, or In the event of the dissolution and winding up of the CompanyPartnership under Section 12.4 or a sale, whether voluntary or involuntary, before any distribution or payment shall be made to the holders of Common Stock, subject to the rights of any series of Preferred Stock that may from time to time come into existence, the holders of Series A Preferred, Series B Preferred and Series C Preferred shall be entitled to be paid out of the assets of the Company an amount per share of Series A Preferred, Series B Preferred and Series C Preferred, respectively, equal to their respective Original Issue Price plus all declared and unpaid dividends on the Series A Preferred, Series B Preferred and Series C Preferred, respectively (as adjusted for any stock dividends, combinations, splits, recapitalizations and the like with respect to such shares) for each share of Series A Preferred, Series B Preferred and Series C Preferred held by them. If, upon any such liquidation, distributionexchange, or winding up, the assets of the Company shall be insufficient to make payment in full to all holders of Series A Preferred, Series B Preferred and Series C Preferred of the liquidation preference set forth in this Section 3(a), subject to the rights of any series of Preferred Stock that may from time to time come into existence, then such assets shall be distributed among the holders of Series A Preferred, Series B Preferred and Series C Preferred at the time outstanding, ratably in proportion to the full amounts to which they would otherwise be respectively entitled. (b) After the payment of the full liquidation preference of the Series A Preferred, Series B Preferred and Series C Preferred as set forth in Section 3(a) above, and any other distribution that may be required with respect to any series of Preferred Stock that may from time to time come into existence, the remaining assets of the Company legally available for distribution, if any, shall be distributed ratably to the holders of the Common Stock. (c) The following events shall be considered a liquidation under this Section: (i) any consolidation or merger of the Company with or into any other corporation or other entity or person in which the stockholders of the Company immediately prior to such consolidation or merger own less than 50% of the Company's voting power immediately after such consolidation or merger, excluding any consolidation or merger effected exclusively to change the domicile of the Company (an "Acquisition"); or (ii) a sale disposition of all or substantially all of the assets of the Company (an "Asset Transfer"). (iii) In Partnership, either voluntary or involuntary, the Record Holders of such events, if the consideration received by this Corporation is other than cash, its value will be deemed its fair market value as determined in good faith by the Board of Directors. Any securities Series E Preferred Units shall be valued as follows: (A) Securities not subject entitled to investment letter or other similar restrictions on free marketability covered by (B) below: (1) If traded on a securities exchange or through the Nasdaq National Marketreceive, the value shall be deemed to be the average out of the closing prices assets of the securities on such quotation system over the thirty (30) day period ending three (3) days prior Partnership available for distribution to the closing; (2) If actively traded over-the-counterPartners or any Assignees, the value shall be deemed prior and in preference to be the average any distribution of any assets of the closing bid or sale prices (whichever is applicable) over the thirty (30) day period ending three (3) days prior Partnership to the closing; and (3) If there is no active public market, the value shall be the fair market value thereof, as determined by the Board Record Holders of Directors. (B) The method any other class or series of valuation of securities subject to investment letter or other restrictions on free marketability Partnership Interests (other than restrictions arising solely by virtue of a stockholder's status as an affiliate Series E Senior Securities or former affiliate) shall be to make an appropriate discount from the market value determined as above in (A) (1Series E Parity Securities), (2i) first, any accumulated and unpaid distributions on the Series E Preferred Units (regardless of whether previously declared) and (ii) then, any positive value in each such holder’s Capital Account in respect of such Series E Preferred Units. If in the year of such dissolution and winding up, or sale, exchange, or other disposition of all or substantially all of the assets of the Partnership, any such Record Holder’s Capital Account in respect of such Series E Preferred Units is less than the aggregate Series E Base Liquidation Preference of such Series E Preferred Units, then, notwithstanding anything to the contrary contained in this Agreement, and prior to any other allocation pursuant to this Agreement for such year and any distribution pursuant to the preceding sentence (other than any allocations or distributions made with respect to any other Series E Parity Securities upon which like allocation and distribution rights have been conferred), items of gross income and gain shall be allocated to all Unitholders then holding Series E Preferred Units, Pro Rata, until the Capital Account in respect of each Outstanding Series E Preferred Unit is equal to the Series E Base Liquidation Preference (and no other allocation pursuant to this Agreement shall reverse the effect of such allocation); provided, however, that in the event that like allocation rights have been conferred upon other Series E Parity Securities (including pursuant to Sections 5.11(b)(v), 5.12(b)(v), 5.13(b)(v) and 5.14(b)(v)), then items of gross income and gain shall be allocated to all Unitholders then holding Series E Preferred Units and such Series E Parity Securities, Pro Rata, until the Capital Account in respect of each Outstanding Series E Preferred Unit and such Series E Parity Security is equal to the applicable liquidation preference (and no other allocation pursuant to this Agreement shall reverse the effect of such allocation). If in the year of such dissolution and winding up any such Record Holder’s Capital Account in respect of such Series E Preferred Units is less than the aggregate Series E Base Liquidation Preference of such Series E Preferred Units after the application of the preceding sentence, then to the extent permitted by applicable law, but otherwise notwithstanding anything to the contrary contained in this Agreement, items of gross income and gain for any preceding taxable year(s) with respect to which IRS Form 1065 Schedules K-1 have not been filed by the Partnership shall be reallocated to all Unitholders then holding Series E Preferred Units, Pro Rata, until the Capital Account in respect of each such Outstanding Series E Preferred Unit after making allocations pursuant to this and the immediately preceding sentence is equal to the Series E Base Liquidation Preference (and no other allocation pursuant to this Agreement shall reverse the effect of such allocation); provided, however, that in the event like allocation rights have been conferred upon other Series E Parity Securities (including pursuant to Sections 5.11(b)(v), 5.12(b)(v), 5.13(b)(v) and 5.14(b)(v)), then any such items of gross income and gain shall be reallocated to all ▇▇▇▇▇▇▇▇▇▇▇ then holding Series E Preferred Units and such Series E Parity Securities, Pro Rata, until the Capital Account in respect of each Outstanding Series E Preferred Unit and such Series E Parity Security after making allocations pursuant to this and the immediately preceding sentence is equal to the applicable liquidation preference (and no other allocation pursuant to this Agreement shall reverse the effect of such allocation). After such allocations have been made to the Outstanding Series E Preferred Units and any Series E Parity Securities, as applicable, any remaining Net Termination Gain or Net Termination Loss shall be allocated to the Partners pursuant to Section 6.1(c) or (3) to reflect the approximate fair market value thereofSection 6.1(d), as determined the case may be. At the time of the dissolution of the Partnership, subject to Section 17-804 of the Delaware Act, the Record Holders of the Series E Preferred Units shall become entitled to receive any distributions in respect of the Series E Preferred Units that are accrued and unpaid as of the date of such distribution, and shall have the status of, and shall be entitled to all remedies available to, a creditor of the Partnership, and such entitlement of the Record Holders of the Series E Preferred Units to such accrued and unpaid distributions shall have priority over any entitlement of any other Partners or Assignees (other than holders of any Series E Senior Securities or Series E Parity Securities) with respect to any distributions by the Board Partnership to such other Partners or Assignees; provided, however, that the General Partner, as such, will have no liability for any obligations with respect to such distributions to any Record Holder(s) of DirectorsSeries E Preferred Units.