Common use of Liquidation Preference Clause in Contracts

Liquidation Preference. (a) In the event of any voluntary or involuntary liquidation, dissolution or winding-up of the Partnership, before any payment or distribution of the assets of the Partnership (whether capital or surplus) shall be made to or set apart for the holders of Common Units or any other partnership interests in the Partnership or Units ranking junior to the Series B Preferred Units as to the distribution of assets upon the liquidation, dissolution or winding-up of the Partnership, the holders of the Series B Preferred Units shall, with respect to each such Unit, be entitled to receive, out of the assets of the Partnership available for distribution to Partners after payment or provision for payment of all debts and other liabilities of the Partnership, an amount equal to the greater of (i) $50.00, plus an amount equal to all distributions (whether or not earned or declared) accrued and unpaid thereon to the date of final distribution and (ii) the amount that a holder of such Series B Preferred Unit would have received upon final distribution in respect of the number of Common Units into which such Series B Preferred Unit was convertible immediately prior to such date of final distribution (but no amount shall be paid in respect of the foregoing clause (ii) after the Fifteenth Anniversary Date) if, upon any such voluntary or involuntary liquidation, dissolution or winding-up of the Partnership, the assets of the Partnership, or proceeds thereof, distributable among the holders of the Series B Preferred Units are insufficient to pay in full the preferential amount aforesaid on the Series B Preferred Units and liquidating payments on any other Units or partnership interests in the Partnership of any class or series ranking, as to payment of distributions and amounts upon the liquidation, dissolution or winding-up of the Partnership, on a parity with the Series B Preferred Units, then such assets, or the proceeds thereof, shall be distributed among the holders of Series B Preferred Units and any such other Units or partnership interests in the Partnership ratably in accordance with the respective amounts that would be payable on such Series B Preferred Units and such other Units or partnership interests in the Partnership if all amounts payable thereon were paid in full. For the purposes of this Section 6, none of (i) a consolidation or merger of the Partnership with or into another entity, (ii) a merger of another entity with or into the Partnership or (iii) a sale, lease or conveyance of all or substantially all of the Partnership’s assets, properties or business shall be deemed to be a liquidation, dissolution or winding-up of the Partnership.

Liquidation Preference. (a) In the event of any voluntary or involuntary liquidation, dissolution or winding-up of the Partnership, before any payment or distribution of the assets of the Partnership (whether capital or surplus) shall be made to or set apart for the holders of Common Units or any other partnership interests in the Partnership or Units ranking junior to the Series B F Preferred Units as to the distribution of assets upon the liquidation, dissolution or winding-up of the Partnership, the holders of the Series B F Preferred Units shall, with respect to each such Unit, be entitled to receive, out of the assets of the Partnership available for distribution to Partners after payment or provision for payment of all debts and other liabilities of the Partnership and subject to the rights of the holders of any series of Preferred Units ranking senior to or on parity with the Series F Preferred Units with respect to payment of amounts upon liquidation, dissolution or winding-up of the Partnership, an amount equal to the greater of (i) $50.001000, plus an amount equal to all distributions (whether or not earned or declared) accrued and unpaid thereon to the date of final distribution (including all accumulated and (ii) the amount that a holder of such Series B Preferred Unit would have received upon final distribution in respect of the number of Common Units into which such Series B Preferred Unit was convertible immediately prior to such date of final distribution (but no amount shall be paid in respect of the foregoing clause (ii) after the Fifteenth Anniversary Date) ifunpaid distributions). If, upon any such voluntary or involuntary liquidation, dissolution or winding-up of the Partnership, the assets of the Partnership, or proceeds thereof, distributable among the holders of the Series B F Preferred Units are insufficient to pay in full the preferential amount aforesaid on the Series B F Preferred Units and liquidating payments on any other Units or partnership interests in the Partnership of any class or series ranking, as to payment of distributions and amounts upon the liquidation, dissolution or winding-up of the Partnership, on a parity with the Series B F Preferred Units, then such assets, or the proceeds thereof, shall be distributed among the holders of Series B F Preferred Units and any such other Units or partnership interests in the Partnership ratably in accordance with the respective amounts that would be payable on such Series B F Preferred Units and such other Units or partnership interests in the Partnership if all amounts payable thereon were paid in full. For the purposes of this Section 6, none of (i) a consolidation or merger of the Partnership with or into another entity, (ii) a merger of another entity with or into the Partnership or (iii) a sale, lease or conveyance of all or substantially all of the Partnership’s assets, properties or business shall be deemed to be a liquidation, dissolution or winding-up of the Partnership (unless all or substantially all of the proceeds thereof are distributed by the Partnership, in which case a liquidation, dissolution or winding-up of the Partnership shall be deemed to have occurred).

Liquidation Preference. (a) In the event of any voluntary or involuntary liquidation, dissolution or winding-up of the PartnershipCompany, before any payment or distribution of the assets of the Partnership (whether capital or surplus) each Holder shall be made to or set apart for the holders of Common Units or any other partnership interests in the Partnership or Units ranking junior to the Series B Preferred Units as to the distribution of assets upon the liquidation, dissolution or winding-up of the Partnership, the holders of the Series B Preferred Units shall, with respect to each such Unit, be entitled to receive, receive out of the assets of the Partnership Company available for distribution to Partners after payment or provision for payment of all debts and other liabilities stockholders of the PartnershipCompany, before any distribution of assets is made on the Common Stock or any other Junior Stock, an amount equal to the greater of (i) $50.00the aggregate Liquidation Preference attributable to shares of Series A Preferred Stock held by such Holder, subject to adjustment as provided in Section 15(a), plus an amount equal to the sum of all distributions (whether or not earned or declared) accrued and unpaid thereon to the date of final distribution cumulative dividends, and (ii) the product of (x) the amount per share that a holder of such Series B Preferred Unit would have received been payable upon final distribution in respect such liquidation, dissolution or winding-up to the holders of shares of Common Stock or such other class or series of securities into which the Series A Preferred Stock is then convertible (assuming the conversion of each share of Series A Preferred Stock), multiplied by (y) the number of shares of Common Units Stock or such other securities into which the shares of Series A Preferred Stock held by such Series B Preferred Unit was convertible immediately prior to such date Holder are then convertible. None of final distribution (but no amount shall be paid in respect i) the sale of all or substantially all of the foregoing clause property or business of the Company (ii) after other than in connection with the Fifteenth Anniversary Date) if, upon any such voluntary or involuntary liquidation, dissolution or winding-up of the PartnershipCompany), (ii) the assets merger, conversion or consolidation of the Partnership, Company into or proceeds thereof, distributable among the holders of the Series B Preferred Units are insufficient to pay in full the preferential amount aforesaid on the Series B Preferred Units and liquidating payments on with any other Units Person or partnership interests in (iii) the Partnership merger, conversion or consolidation of any class other Person into or series rankingwith the Company, as to payment of distributions and amounts upon the shall constitute a voluntary or involuntary liquidation, dissolution or winding-up of the PartnershipCompany for the purposes of the immediately preceding paragraph. In the event the assets of the Company available for distribution to Holders upon any liquidation, on a parity with winding-up or dissolution of the Series B Preferred UnitsCompany, then such assets, whether voluntary or the proceeds thereofinvoluntary, shall be distributed among the holders of Series B Preferred Units and any such other Units or partnership interests insufficient to pay in the Partnership ratably in accordance with the respective amounts that would be payable on such Series B Preferred Units and such other Units or partnership interests in the Partnership if full all amounts payable thereon were paid in full. For the purposes of to which such Holders are entitled pursuant to this Section 64, none of (i) a consolidation or merger of the Partnership with or into another entity, (ii) a merger of another entity with or into the Partnership or (iii) a sale, lease or conveyance of all or substantially all of the Partnership’s assets, properties or business no such distribution shall be deemed to be a made on account of any shares of Parity Stock upon such liquidation, dissolution or winding-up unless proportionate distributable amounts shall be paid on account of the Partnershipshares of Series A Preferred Stock, ratably, in proportion to the full distributable amounts for which Holders and holders of any Parity Stock are entitled upon such liquidation, winding-up or dissolution, with the amount allocable to each series of such stock determined on a pro rata basis of the aggregate liquidation preference of the outstanding shares of each series and accrued and unpaid dividends to which each series is entitled. After the payment to the Holders of the full preferential amounts provided for above, the Holders as such shall have no right or claim to any of the remaining assets of the Company.

Liquidation Preference. (a) In the event of any voluntary or involuntary liquidation, dissolution or winding-up of the Partnership, before any payment or distribution of the assets of the Partnership (whether capital or surplus) shall be made to or set apart for the holders of Common Units or any other partnership interests in the Partnership or Units ranking junior to the Series B E Preferred Units as to the distribution of assets upon the liquidation, dissolution or winding-up of the Partnership, the holders of the Series B E Preferred Units shall, with respect to each such Unit, be entitled to receive, out of the assets of the Partnership available for distribution to Partners after payment or provision for payment of all debts and other liabilities of the Partnership and subject to the rights of the holders of any series of Preferred Units ranking senior to or on parity with the Series E Preferred Units with respect to payment of amounts upon liquidation, dissolution or winding-up of the Partnership, an amount equal to the greater of (i) $50.0050, plus an amount equal to all distributions (whether or not earned or declared) accrued and unpaid thereon to the date of final distribution (including all accumulated and unpaid distributions) and (ii) the amount that a holder of such Series B E Preferred Unit would have received upon final distribution in respect of the number of Common Units into which such Series B E Preferred Unit (including all accumulated and unpaid distributions (whether or not earned or declared) with respect thereto) was convertible immediately prior to such date of final distribution (but no amount shall be paid in respect of the foregoing clause (ii) after the Fifteenth Anniversary Date) ifdistribution. If, upon any such voluntary or involuntary liquidation, dissolution or winding-up of the Partnership, the assets of the Partnership, or proceeds thereof, distributable among the holders of the Series B E Preferred Units are insufficient to pay in full the preferential amount aforesaid on the Series B E Preferred Units and liquidating payments on any other Units or partnership interests in the Partnership of any class or series ranking, as to payment of distributions and amounts upon the liquidation, dissolution or winding-up of the Partnership, on a parity with the Series B E Preferred Units, then such assets, or the proceeds thereof, shall be distributed among the holders of Series B E Preferred Units and any such other Units or partnership interests in the Partnership ratably in accordance with the respective amounts that would be payable on such Series B E Preferred Units and such other Units or partnership interests in the Partnership if all amounts payable thereon were paid in full. For the purposes of this Section 6, none of (i) a consolidation or merger of the Partnership with or into another entity, (ii) a merger of another entity with or into the Partnership or (iii) a sale, lease or conveyance of all or substantially all of the Partnership’s assets, properties or business shall be deemed to be a liquidation, dissolution or winding-up of the Partnership (unless all or substantially all of the proceeds thereof are distributed by the Partnership, in which case a liquidation, dissolution or winding-up of the Partnership shall be deemed to have occurred).

Liquidation Preference. (a) In the event of Upon any voluntary or involuntary liquidation, dissolution or winding-winding up of the Partnership, before any payment or distribution affairs of the assets of the Partnership (whether capital or surplus) shall be made to or set apart for the holders of Common Units or any other partnership interests in the Partnership or Units ranking junior to the Series B Preferred Units as to the distribution of assets upon the liquidation, dissolution or winding-up of the PartnershipCorporation, the holders of the shares of Series B A Preferred Units shall, with respect to each such Unit, be Stock are entitled to receive, be paid out of the assets of the Partnership Corporation legally available for distribution to Partners its stockholders, after payment of or provision for payment of all the Corporation’s debts and other liabilities liabilities, a liquidation preference of the Partnership, an amount equal to the greater of (i) $50.0025.00 per share, plus an amount equal to all distributions any accrued and unpaid dividends (whether or not earned authorized or declared) accrued and unpaid thereon to and including the date of final payment, but without interest, before any distribution and (ii) the amount that a holder of such Series B Preferred Unit would have received upon final distribution in respect assets is made to holders of the number of Common Units into which such Series B Preferred Unit was convertible immediately prior to such date of final distribution (but no amount shall be paid in respect of the foregoing clause (ii) after the Fifteenth Anniversary Date) if, upon any such voluntary or involuntary liquidation, dissolution or winding-up of the Partnership, Junior Stock. If the assets of the Partnership, or proceeds thereof, distributable among the holders of the Series B Preferred Units Corporation legally available for distribution to stockholders are insufficient to pay in full the preferential amount aforesaid liquidation preference on the Series B A Preferred Units Stock and liquidating payments the liquidation preference on any other Units or partnership interests in the Partnership shares of any class or series rankingof Parity Preferred Stock, as all assets distributed to payment the holders of distributions the Series A Preferred Stock and amounts upon any class or series of Parity Preferred Stock shall be distributed pro rata so that the amount of assets distributed per share of Series A Preferred Stock and such class or series of Parity Preferred Stock shall in all cases bear to each other the same ratio that the liquidation preference per share on the Series A Preferred Stock and such class or series of Parity Preferred Stock bear to each other. Written notice of any distribution in connection with any such liquidation, dissolution or winding-winding up of the Partnershipaffairs of the Corporation, on a parity with stating the Series B Preferred Unitspayment date or dates when, then and the place or places where, the amounts distributable in such assets, or the proceeds thereofcircumstances shall be payable, shall be distributed among given by first class mail, postage pre-paid, not less than 30 nor more than 60 days prior to the payment date stated therein, to each record holder of the Series A Preferred Stock at the respective addresses of such holders as the same shall appear on the stock transfer records of the Corporation. After payment of the full amount of the liquidation distributions to which they are entitled, the holders of Series B A Preferred Units and Stock will have no right or claim to any such other Units or partnership interests in of the Partnership ratably in accordance with remaining assets of the respective amounts that would be payable on such Series B Preferred Units and such other Units or partnership interests in the Partnership if all amounts payable thereon were paid in fullCorporation. For the purposes of this Section 6, none of (i) a The consolidation or merger of the Partnership Corporation with or into another entity, (ii) a merger of another entity with or into the Partnership Corporation, a statutory share exchange by the Corporation or (iii) a sale, lease lease, transfer or conveyance of all or substantially all of the PartnershipCorporation’s assets, properties property or business shall not be deemed to be constitute a liquidation, dissolution or winding-winding up of the Partnershipaffairs of the Corporation. In determining whether a distribution (other than upon voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation) by dividend, redemption or other acquisition of shares of stock of the Corporation or otherwise is permitted under the Maryland General Corporation Law, no effect shall be given to amounts that would be needed, if the Corporation were to be dissolved at the time of the distribution, to satisfy the preferential rights upon dissolution of holders of the Series A Preferred Stock.

Liquidation Preference. (a) In the event of Upon any voluntary or involuntary liquidation, dissolution or winding-up of the PartnershipPartnership (“Liquidation Event”), in each case, that is not a Market Capitalization Liquidation Event (as defined below) or substantially concurrent with the liquidation, dissolution, or winding up of BPY, including a BPY Specified Event, whether voluntary or involuntary (a “BPY Liquidation Event”), subject to the prior rights of holders of any class or series of Preferred Units issued by the Partnership that ranks senior to the Series K Preferred Units at the time outstanding having prior rights upon liquidation, but before any dividend or other distribution transfer or payment (payable in securities, cash, assets, property or distribution of the assets of any partnership interests in the Partnership (whether capital or surplusUnits or otherwise) shall be made to or set apart for the holders of the Common Units and the Series L Preferred Units or any other partnership interests in the Partnership or Units ranking junior to the Series B K Preferred Units as to the distribution of assets upon the liquidation, dissolution or winding-up of the Partnership, the holders of the Series B K Preferred Units shall, with respect to each such Unit, shall be entitled to receive, out of the assets of the Partnership legally available for distribution to Partners after payment or provision for payment of all debts and other liabilities of the Partnershipeach Series K Preferred Unit then held by them, an amount in cash per Series K Unit equal to the greater BPY Unit Value on the date immediately preceding the public announcement of (i) $50.00, said Liquidation Event plus an amount equal to all distributions (whether or not earned or declared) accrued declared and unpaid thereon to the date of final distribution and (ii) the amount that a holder of dividends on such Series B K Preferred Unit would have received upon final distribution in respect of the number of Common Units into which such Series B Preferred Unit was convertible immediately prior to such date of final distribution (but no amount shall be paid in respect of the foregoing clause (ii) after the Fifteenth Anniversary Date) ifUnit. If, upon any such voluntary or involuntary liquidation, dissolution or winding-up of the PartnershipLiquidation Event, the assets of the PartnershipPartnership shall be insufficient to make payment in full to all holders of Series K Preferred Units of the foregoing amounts set forth in this subsection 6(a) with respect to the Liquidation Event, then such assets (or proceeds thereof, distributable consideration) shall be distributed among the holders of Series K Preferred Units at the time outstanding, ratably in proportion to the full amounts to which they would otherwise be respectively entitled to receive under this subsection 6(a). Upon any BPY Liquidation Event, before any distribution or payment shall be made to the holders of the Common Units and the Series B L Preferred Units are insufficient to pay in full the preferential amount aforesaid on the Series B Preferred Units and liquidating payments on or any other Units or partnership interests in the Partnership of any class or series ranking, Units ranking junior to the Series K Preferred Units as to payment the distribution of distributions and amounts assets upon the liquidation, dissolution or winding-up of the Partnership, the holders of Series K Preferred Units shall be entitled to receive out of the assets of the Partnership legally available for distribution for each Series K Unit then held by them, an amount in cash per Series K Preferred Unit equal to the same amount as the liquidating distributions in respect of a BPY Unit as and when such distributions are made in respect of the BPY Units plus all declared and unpaid dividends on a parity such Series K Preferred Unit. If, upon any such BPY Liquidation Event, the assets of the Partnership shall be insufficient to make payment in full to all holders of Series K Preferred Units of the foregoing amounts set forth in this subsection 6(a) with respect to the Series B Preferred UnitsBPY Liquidation Event, then such assets, assets (or the proceeds thereof, consideration) shall be distributed among the holders of Series B K Preferred Unit at the time outstanding, ratably in proportion to the full amounts to which they would otherwise be respectively entitled to receive under this subsection 6(a). If the Public REIT’s Average Market Capitalization over any period of 30 consecutive Trading Days is less than one billion dollars ($1,000,000,000), the General Partner may begin an orderly liquidation of the Partnership’s assets and winding up of the Partnership’s operations (a “Market Capitalization Liquidation Event”). Subject to the prior rights of holders of any class or series of Preferred Units and issued by the Partnership that ranks senior to the Series K Preferred Units at the time outstanding having prior rights upon liquidation, but before any such dividend or other Units distribution, transfer or payment (payable in securities, cash, assets, property or any partnership interests in the Partnership ratably in accordance with or Units or otherwise) shall be made to the respective amounts that would be payable on such holders of the Common Units and the Series B L Preferred Units and such or any other Units or partnership interests in the Partnership if all amounts payable thereon were paid in full. For or Units ranking junior to the purposes Series K Preferred Units as to the distribution of this Section 6, none of (i) a consolidation or merger of assets upon the Partnership with or into another entity, (ii) a merger of another entity with or into the Partnership or (iii) a sale, lease or conveyance of all or substantially all of the Partnership’s assets, properties or business shall be deemed to be a liquidation, dissolution or winding-up of the Partnership, the holders of the Series K Preferred Units shall be entitled to be paid out of the assets of the Partnership legally available for distribution for each Series K Preferred Unit then held by them, an amount in cash per Series K Preferred Unit equal to the VWAP of a BPY Unit for the 10 Trading Day period immediately following the public announcement of said Market Capitalization Liquidation Event plus all declared and unpaid distributions on such Series K Preferred Unit. If, upon any such Market Capitalization Liquidation Event, the assets of the Partnership shall be insufficient to make payment in full to all holders of Series K Preferred Unit of the amounts set forth in this subsection 6(a) with respect to the Market Capitalization Liquidation Event, such assets (or consideration) shall be distributed among the holders of Series K Preferred Unit at the time outstanding, ratably in proportion to the full amounts to which they would otherwise be respectively entitled to receive under this subsection 6(a). The holders of Series K Preferred Units shall not be entitled to any distribution or payment upon a Liquidation Event, BPY Liquidation Event or Market Capitalization Liquidation Event other than as set forth in this subsection 6(a).

Liquidation Preference. (aA) In the event of Immediately prior to or in connection with (i) any voluntary or involuntary bankruptcy, reorganization, insolvency, liquidation, dissolution or winding-up of the Partnershipaffairs of the Corporation or any other similar event or proceeding (each a “Liquidation Event”), (ii) a Deemed Liquidation Event pursuant to clause (v) of the definition thereof, or (iii) any other Deemed Liquidation Event other than pursuant to clause (v) of the definition thereof except for any such Deemed Liquidation Event that was approved by the holders of the Series A Preferred Stock in accordance with Section 10 hereof, the holders of the Series A Preferred Stock shall be entitled to receive and to be paid out of the assets of the Corporation legally available for distribution to its stockholders, for each share of Series A Preferred Stock, the Original Issue Price, plus an amount equal to any Accumulated Dividends, if any, and Accrued Dividends, if any, to the date of payment, before any payment or distribution of the assets is made to holders of the Partnership Junior Stock (whether capital such amounts, the “Liquidation Preference), subject to the election provided in section 6(C) hereof. Notwithstanding the foregoing sentence, it is understood and agreed that if any Deemed Liquidation Event or surplus) shall be made to or set apart for Liquidation Event occurs without the approval by the holders of Common Units the Series A Preferred Stock in accordance with Section 10 hereof or any other partnership interests pursuant to clauses (iii), (iv) or (vi) (in the Partnership or Units ranking junior to the Series B Preferred Units case of clause (vi), as to the distribution a result of assets upon the liquidation, dissolution or winding-up a change in law) of the Partnershipdefinition of Deemed Liquidation Event, due to law or otherwise, then without limitation to their rights and remedies under these Articles Supplementary or otherwise, the holders of the Series B A Preferred Units shallStock will continue to retain their Series A Preferred Stock, with respect which, for the avoidance of doubt, shall be an obligation or the Corporation and not any successor entity, including by way of merger, unless such holders make a written election within 20 Business Days of receipt of notice of such event from the Corporation to each such Unit, be entitled to receive, out receive the Liquidation Preference. Upon the payment in full of the assets of the Partnership available for distribution to Partners after payment or provision for payment of all debts and other liabilities of the PartnershipLiquidation Preference, an amount equal to the greater of (i) $50.00, plus an amount equal to all distributions (whether or not earned or declared) accrued and unpaid thereon to the date of final distribution and (ii) the amount that a holder of such Series B Preferred Unit would have received upon final distribution in respect of the number of Common Units into which such Series B Preferred Unit was convertible immediately prior to such date of final distribution (but no amount shall be paid in respect of the foregoing clause (ii) after the Fifteenth Anniversary Date) if, upon any such voluntary or involuntary liquidation, dissolution or winding-up of the Partnership, the assets of the Partnership, or proceeds thereof, distributable among the holders of the Series B A Preferred Units are insufficient Stock will have no right or claim to pay in full the preferential amount aforesaid on the Series B Preferred Units and liquidating payments on any other Units or partnership interests in the Partnership of any class or series ranking, as to payment of distributions and amounts upon the liquidation, dissolution or winding-up remaining assets of the Partnership, on a parity with the Series B Preferred Units, then such assets, or the proceeds thereof, shall be distributed among the holders of Series B Preferred Units and any such other Units or partnership interests in the Partnership ratably in accordance with the respective amounts that would be payable on such Series B Preferred Units and such other Units or partnership interests in the Partnership if all amounts payable thereon were paid in full. For the purposes of this Section 6, none of (i) a consolidation or merger of the Partnership with or into another entity, (ii) a merger of another entity with or into the Partnership or (iii) a sale, lease or conveyance of all or substantially all of the Partnership’s assets, properties or business shall be deemed to be a liquidation, dissolution or winding-up of the PartnershipCorporation.

Liquidation Preference. (a) In the event of any voluntary or involuntary liquidation, dissolution or winding-up of the Partnership, before any payment or distribution of the assets of the Partnership (whether capital or surplus) shall be made to or set apart for the holders of Common Units or any other partnership interests in the Partnership or Units ranking junior to the Series B Preferred Units as to the distribution of assets upon the liquidation, dissolution or winding-up of the Partnership, the holders of the Series B Preferred Units shall, with respect to each such Unit, be entitled to receive, out of the assets of the Partnership available for distribution to Partners after payment or provision for payment of all debts and other liabilities of the Partnership, an amount equal to the greater of (i) $50.00, plus an amount equal to all distributions (whether or not earned or declared) accrued and unpaid thereon to the date of final distribution and (ii) the amount that a holder of such Series B Preferred Unit would have received upon final distribution in respect of the number of Common Units into which such Series B Preferred Unit was convertible immediately prior to such date of final distribution (but no amount shall be paid in respect of the foregoing clause (ii) after the Fifteenth Anniversary Date) if). If, upon any such voluntary or involuntary liquidation, dissolution or winding-up of the Partnership, the assets of the Partnership, or proceeds thereof, distributable among the holders of the Series B Preferred Units are insufficient to pay in full the preferential amount aforesaid on the Series B Preferred Units and liquidating payments on any other Units or partnership interests in the Partnership of any class or series ranking, as to payment of distributions and amounts upon the liquidation, dissolution or winding-up of the Partnership, on a parity with the Series B Preferred Units, then such assets, or the proceeds thereof, shall be distributed among the holders of Series B Preferred Units and any such other Units or partnership interests in the Partnership ratably in accordance with the respective amounts that would be payable on such Series B Preferred Units and such other Units or partnership interests in the Partnership if all amounts payable thereon were paid in full. For the purposes of this Section 6, none of (i) a consolidation or merger of the Partnership with or into another entity, (ii) a merger of another entity with or into the Partnership or (iii) a sale, lease or conveyance of all or substantially all of the Partnership’s 's assets, properties or business shall be deemed to be a liquidation, dissolution or winding-up of the Partnership.

Liquidation Preference. (a) In the event of Upon any voluntary or involuntary liquidation, dissolution or winding-winding up of the affairs of the Partnership, before any payment or distribution of the assets of the Partnership (whether capital or surplus) shall be made to or set apart for the holders of Common Units or any other partnership interests in the Partnership or Units ranking junior to distributions on the Series B Preferred Units as to the distribution of assets upon the liquidation, dissolution or winding-up of the Partnership, the holders of the Series B Preferred Units shall, shall be made in accordance with respect to each such Unit, be entitled to receive, out of the assets Section 13.2 of the Partnership available for distribution to Partners after payment or provision for payment of all debts and other liabilities of Agreement. (b) In the Partnership, an amount equal to the greater of (i) $50.00, plus an amount equal to all distributions (whether or not earned or declared) accrued and unpaid thereon to the date of final distribution and (ii) the amount that a holder of such Series B Preferred Unit would have received upon final distribution in respect of the number of Common Units into which such Series B Preferred Unit was convertible immediately prior to such date of final distribution (but no amount shall be paid in respect of the foregoing clause (ii) after the Fifteenth Anniversary Date) ifevent that, upon any such voluntary or involuntary liquidation, dissolution or winding-up of the Partnershipwinding up, the available assets of the PartnershipPartnership are insufficient to pay the amount of the liquidating distributions on all outstanding Series B Preferred Units and the corresponding amounts payable on all equity securities of the Partnership ranking on a parity with the Series B Preferred Units in the distribution of assets, or proceeds thereof, distributable among then the holders of the Series B Preferred Units are insufficient and all other such equity securities shall share ratably in any such distribution of assets in proportion to pay in the full the preferential amount aforesaid on the Series B Preferred Units and liquidating payments on any other Units or partnership interests in the Partnership of any class or series ranking, as distributions to which they would otherwise be respectively entitled. (c) After payment of distributions and amounts upon the liquidation, dissolution or winding-up full amount of the Partnershipliquidating distributions to which they are entitled, on a parity with the Series B Preferred Units, then such assets, or the proceeds thereof, shall be distributed among the holders of Series B Preferred Units and will have no right or claim to any of the remaining assets of the Partnership. (d) Written notice of any such other Units liquidation, dissolution or partnership interests winding up of the Partnership, stating the payment date or dates when, and the place or places where, the amounts distributable in such circumstances shall be payable, shall be given by first class mail, postage pre-paid, not less than 30 nor more than 60 days prior to the Partnership ratably in accordance with payment date stated therein, to each record holder of the respective amounts that would be payable on such Series B Preferred Units and at the respective addresses of such other Units or partnership interests in holders as the Partnership if all amounts payable thereon were paid in fullsame shall appear on the records of the Partnership. For the purposes of this Section 6, none of (ie) a The consolidation or merger of the Partnership with or into another entityany other corporation, (ii) a merger trust or entity or of another entity any other corporation with or into the Partnership Partnership, or (iii) a the sale, lease or conveyance of all or substantially all of the Partnership’s assets, properties property or business of the Partnership, shall not be deemed to be constitute a liquidation, dissolution or winding-winding up of the Partnership.. (5)

Liquidation Preference. (a) In the event of any voluntary or involuntary liquidation, dissolution or winding-winding up of the Partnership, before any payment either voluntary or distribution of the assets of the Partnership (whether capital or surplus) shall be made to or set apart for the holders of Common Units or any other partnership interests in the Partnership or Units ranking junior to the Series B Preferred Units as to the distribution of assets upon the liquidation, dissolution or winding-up of the Partnershipinvoluntary, the holders of the Series B A Preferred Units shall, with respect to each such Unit, shall be entitled to receive, out of the assets of the Partnership available for distribution to Partners after payment Unitholders, prior to and in preference to any distribution of any assets of the Partnership to the holders of any other class or provision for payment series of all debts and other liabilities Partnership Securities, the positive value in each such holder’s Capital Account in respect of such Series A Preferred Units. At the time of the dissolution of the Partnership, an amount equal subject to the greater of (i) $50.00, plus an amount equal to all distributions (whether or not earned or declared) accrued and unpaid thereon to the date of final distribution and (ii) the amount that a holder of such Series B Preferred Unit would have received upon final distribution in respect Section 17-804 of the number of Common Units into which such Series B Preferred Unit was convertible immediately prior to such date of final distribution (but no amount shall be paid in respect of the foregoing clause (ii) after the Fifteenth Anniversary Date) ifDelaware Act, upon any such voluntary or involuntary liquidation, dissolution or winding-up of the Partnership, the assets of the Partnership, or proceeds thereof, distributable among the holders of the Series B A Preferred Units are insufficient shall become entitled to pay receive any accrued, accumulated and unpaid distributions in full respect of the preferential amount aforesaid Series A Preferred Units, if any, to the date of dissolution (such accrued, accumulated and unpaid distributions shall include a partial distribution for the calendar Quarter in which such dissolution occurs equal to the product of (x) any distribution that would be payable to the holder of such Series A Preferred Unit if such Series A Preferred Unit were Outstanding on the Series B Preferred Units Record Date for determining who would receive any distribution for such calendar quarter (calculated as of the date of dissolution) and liquidating payments (y) (A) the number of days commencing on any other Units or partnership interests in the Partnership first day of any class or series rankingsuch calendar Quarter and ending on the date of dissolution divided by (B) 90), as and shall have the status of, and shall be entitled to payment of distributions and amounts upon the liquidationall remedies available to, dissolution or winding-up a creditor of the Partnership, on a parity with the Series B Preferred Units, then and such assets, or the proceeds thereof, shall be distributed among entitlement of the holders of the Series B A Preferred Units to such accrued, accumulated and unpaid distributions shall have priority over any entitlement of any other Unitholders with respect to any distributions by the Partnership to such other Units or partnership interests in Unitholders; provided, however, that the Partnership ratably in accordance General Partner, as such, will have no liability for any obligations with respect to such distributions to the respective amounts that would be payable on such Series B Preferred Units and such other Units or partnership interests in the Partnership if all amounts payable thereon were paid in full. For the purposes of this Section 6, none of (i) a consolidation or merger holders of the Partnership with or into another entity, (ii) a merger of another entity with or into the Partnership or (iii) a sale, lease or conveyance of all or substantially all of the Partnership’s assets, properties or business shall be deemed to be a liquidation, dissolution or winding-up of the PartnershipSeries A Preferred Units.

Liquidation Preference. (a1) In the event of any voluntary or involuntary liquidation, dissolution or winding-winding up of the Partnership, whether voluntary or involuntary, before any payment or distribution of the assets of the Partnership (whether capital or surplus) shall be made to or set apart for the holders of Common Units or any other partnership interests in the Junior Partnership or Units ranking junior to the Series B Preferred Units as to the distribution of assets upon the liquidation, dissolution or winding-up of the PartnershipUnits, the holders of the Series Class B Partnership Preferred Units shall, with respect to each such Unit, shall be entitled to receive, out of receive One Hundred Dollars ($100) per Class B Partnership Preferred Unit (the assets of the Partnership available for distribution to Partners after payment or provision for payment of all debts and other liabilities of the Partnership, an amount equal to the greater of (i) $50.00"Liquidation Preference"), plus an amount equal to all distributions dividends (whether or not earned or declaredearned) accumulated, accrued and unpaid thereon on each share of Class B Preferred Stock to the date of final distribution to such holders; but such holders shall not be entitled to any further payment. Until the holders of the Class B Partnership Preferred Units have been paid the Liquidation Preference in full, plus an amount equal to all dividends (whether or not earned) accumulated, accrued and (ii) unpaid on the amount that a holder of such Series Class B Preferred Unit would have received upon final distribution in respect of Stock to the number of Common Units into which such Series B Preferred Unit was convertible immediately prior to such date of final distribution (but to such holders, no amount shall payment will be paid in respect made to any holder of Junior Partnership Units upon the foregoing clause (ii) after the Fifteenth Anniversary Date) if, upon any such voluntary or involuntary liquidation, dissolution or winding-winding up of the Partnership. If, upon any liquidation, dissolution or winding up of the Partnership, the assets of the Partnership, or proceeds thereof, distributable among the holders of the Series Class B Partnership Preferred Units are shall be insufficient to pay in full the preferential amount aforesaid on the Series B Preferred Units and liquidating payments on any other Units or partnership interests in the Parity Partnership of any class or series ranking, as to payment of distributions and amounts upon the liquidation, dissolution or winding-up of the Partnership, on a parity with the Series B Preferred Units, then such assets, or the proceeds thereof, shall be distributed among the holders of Series Class B Partnership Preferred Units and any such other Parity Partnership Units or partnership interests ratably in the Partnership ratably in accordance with same proportion as the respective amounts that would be payable on such Series Class B Partnership Preferred Units and any such other Parity Partnership Units or partnership interests in the Partnership if all amounts payable thereon were paid in full. For the purposes of this Section 64, none of (i) a consolidation or merger of the Partnership with one or into another entitymore partnerships, or (ii) a merger of another entity with sale or into the Partnership or (iii) a sale, lease or conveyance transfer of all or substantially all of the Partnership’s assets, properties or business 's assets shall not be deemed to be a liquidation, dissolution or winding-up winding up, voluntary or involuntary, of the Partnership.

Liquidation Preference. (a1) In the event of any voluntary or involuntary liquidation, dissolution or winding-winding up of the Partnership, whether voluntary or involuntary, before any payment or distribution of the assets of the Partnership (whether capital or surplus) shall be made to or set apart for the holders of Common Units or any other partnership interests in the Junior Partnership or Units ranking junior to the Series B Preferred Units as to the distribution of assets upon the liquidation, dissolution or winding-up of the PartnershipUnits, the holders of the Series B Class C Partnership Preferred Units shall, with respect to each such Unit, shall be entitled to receive, out of receive Twenty Five Dollars ($25) per Class C Partnership Preferred Unit (the assets of the Partnership available for distribution to Partners after payment or provision for payment of all debts and other liabilities of the Partnership, an amount equal to the greater of (i) $50.00"Liquidation Preference"), plus an amount equal to all distributions dividends (whether or not earned or declaredearned) accumulated, accrued and unpaid thereon on each share of Class C Preferred Stock to the date of final distribution and (ii) to such holders; but such holders shall not be entitled to any further payment. Until the amount that a holder of such Series B Preferred Unit would have received upon final distribution in respect holders of the number of Common Class C Partnership Preferred Units into which such Series B have been paid the Liquidation Preference in full, plus an amount equal to all dividends (whether or not earned) accumulated, accrued and unpaid on the Class C Preferred Unit was convertible immediately prior Stock to such the date of final distribution (but to such holders, no amount shall payment will be paid in respect made to any holder of Junior Partnership Units upon the foregoing clause (ii) after the Fifteenth Anniversary Date) if, upon any such voluntary or involuntary liquidation, dissolution or winding-winding up of the Partnership. If, upon any liquidation, dissolution or winding up of the Partnership, the assets of the Partnership, or proceeds thereof, distributable among the holders of the Series B Class C Partnership Preferred Units are shall be insufficient to pay in full the preferential amount aforesaid on the Series B Preferred Units and liquidating payments on any other Units or partnership interests in the Parity Partnership of any class or series ranking, as to payment of distributions and amounts upon the liquidation, dissolution or winding-up of the Partnership, on a parity with the Series B Preferred Units, then such assets, or the proceeds thereof, shall be distributed among the holders of Series B Class C Partnership Preferred Units and any such other Parity Partnership Units or partnership interests ratably in the Partnership ratably in accordance with same proportion as the respective amounts that would be payable on such Series B Class C Partnership Preferred Units and any such other Parity Partnership Units or partnership interests in the Partnership if all amounts payable thereon were paid in full. For the purposes of this Section 64, none of (i) a consolidation or merger of the Partnership with one or into another entitymore partnerships, or (ii) a merger of another entity with sale or into the Partnership or (iii) a sale, lease or conveyance transfer of all or substantially all of the Partnership’s assets, properties or business 's assets shall not be deemed to be a liquidation, dissolution or winding-up winding up, voluntary or involuntary, of the Partnership.

Liquidation Preference. (a) In the event of Upon any voluntary or involuntary liquidation, dissolution or winding-up of the affairs of the Partnership, before any distribution or payment or distribution of the assets of the Partnership (whether capital or surplus) shall be made to or set apart for the holders of Common Units or any other partnership interests in class or series of Partnership Units of the Partnership or Units ranking ranking, as to liquidation rights, junior to the Series B C Preferred Units as to the distribution of assets upon the liquidation, dissolution or winding-up of the PartnershipUnits, the holders of the Series B C Preferred Units shall, with respect to each such Unit, shall be entitled to receive, be paid out of the assets of the Partnership legally available for distribution to Partners after payment or provision for payment its partners a liquidation preference of all debts and other liabilities of the Partnership, an amount equal to the greater of (i) $50.0050.00 per unit, plus an amount equal to all any accrued and unpaid distributions to the date of payment (whether or not earned or declared) accrued and unpaid thereon to ). In the date of final distribution and (ii) the amount that a holder of such Series B Preferred Unit would have received upon final distribution in respect of the number of Common Units into which such Series B Preferred Unit was convertible immediately prior to such date of final distribution (but no amount shall be paid in respect of the foregoing clause (ii) after the Fifteenth Anniversary Date) ifevent that, upon any such voluntary or involuntary liquidation, dissolution or winding-up of the Partnershipup, the available assets of the Partnership, or proceeds thereof, distributable among the holders of the Series B Preferred Units Partnership are insufficient to pay in full the preferential amount aforesaid of the liquidating distributions on the all outstanding Series B C Preferred Units and liquidating payments the corresponding amounts payable on any all other classes or series of Partnership Units or partnership interests in of the Partnership of any class or series ranking, as to payment of distributions and amounts upon the liquidation, dissolution or winding-up of the Partnershipliquidation rights, on a parity with the Series C Preferred Units, including, without limitation, the Series B Preferred Units, then such in the distribution of assets, then the holders of the Series C Preferred Units and each such other class or series of Partnership Units ranking, as to liquidation rights, on a parity with the proceeds thereofSeries C Preferred Units, including, without limitation, shall share ratably in any such distribution of assets in proportion to the full liquidating distributions to which they would otherwise be respectively entitled. Written notice of any such liquidation, dissolution or winding up of the Partnership, stating the payment date or dates when, and the place or places where, the amounts distributable in such circumstances shall be payable, shall be distributed among given by first class mail, postage pre-paid, not less than thirty (30) nor more than sixty (60) days prior to the payment date stated therein, to each record holder of Series C Preferred Units at the respective addresses of such holders as the same shall appear on Schedule I hereto. After payment of the full amount of the liquidating distributions to which they are entitled, the holders of Series B C Preferred Units and will have no right or claim to any such other Units or partnership interests in of the Partnership ratably in accordance with remaining assets of the respective amounts that would be payable on such Series B Preferred Units and such other Units or partnership interests in the Partnership if all amounts payable thereon were paid in fullPartnership. For the purposes of this Section 6, none of (i) a The consolidation or merger of the Partnership with or into another any other partnership, corporation or entity, (ii) a merger of another entity with or into the Partnership or (iii) a sale, lease lease, transfer or conveyance of all or substantially all of the Partnership’s assets, properties property or business of the Partnership, shall not be deemed to be constitute a liquidation, dissolution or winding-up of the affairs of the Partnership.

Liquidation Preference. (aA) In the event of any voluntary or involuntary liquidation, dissolution or winding-winding up of the Partnership, whether voluntary or involuntary, before any payment or distribution of the assets of the Partnership (whether capital or surplus) shall be made to or set apart for the holders of Common Units or any other partnership interests in the Partnership or Units ranking junior to the Series B Preferred Units as to the distribution of assets upon the liquidationJunior Units, dissolution or winding-up of the Partnership, the holders each holder of the Series B AM Preferred Units shall, with respect to each such Unit, shall be entitled to receive, out of receive $9.26 (the assets of the Partnership available for distribution to Partners after payment or provision for payment of all debts and other liabilities of the Partnership, an amount equal to the greater of (i“Series AM Liquidation Preference”) $50.00per Series AM Preferred Unit, plus an amount equal to all distributions (whether or not earned or declared) accumulated, accrued and unpaid thereon to the date of final distribution and (ii) to such holder. Until the amount that a holders of Series AM Preferred Units have been paid the Series AM Liquidation Preference in full, no payment will be made to any holder of such Series B Preferred Unit would have received any Junior Units upon final distribution in respect the liquidation, dissolution or winding up of the number of Common Units into which such Series B Preferred Unit was convertible immediately prior to such date of final distribution (but no amount shall be paid in respect of the foregoing clause (ii) after the Fifteenth Anniversary Date) ifPartnership. If, upon any such voluntary or involuntary liquidation, dissolution or winding-winding up of the Partnership, the assets of the Partnership, or the proceeds thereof, distributable among to the holders of the Series B AM Preferred Units are shall be insufficient to pay in full the preferential amount aforesaid on the Series B Preferred Units and liquidating payments on any other Units Class or partnership interests in the Partnership Series of any class or series ranking, as to payment of distributions and amounts upon the liquidation, dissolution or winding-up of the Partnership, on a parity with the Series B Preferred Parity Units, then such assets, or the proceeds thereof, shall be distributed among the holders of the Series B AM Preferred Units and any such other the holders of Parity Units or partnership interests in the Partnership ratably in accordance with the respective amounts that would be payable on such Series B AM Preferred Units and such other Parity Units or partnership interests in the Partnership if all amounts payable thereon were paid in full. For the purposes of this Section 63, none of a Transaction (ias defined below) a consolidation or merger of the Partnership with or into another entity, (ii) a merger of another entity with or into the Partnership or (iii) a sale, lease or conveyance of all or substantially all of the Partnership’s assets, properties or business shall not be deemed to be a liquidation, dissolution or winding-up winding up, voluntary or involuntary, of the Partnership.

Liquidation Preference. (a) In the event of any voluntary or involuntary liquidation, dissolution or winding-winding up of the Partnership, before any payment or distribution of the assets of the Partnership (whether capital or surplus) shall be made to or set apart for the holders of Common Units or any other partnership interests in the Partnership or Units ranking junior to the Series B Preferred Units as to the distribution of assets upon the liquidation, dissolution or winding-up affairs of the Partnership, the holders of the Series B Convertible Preferred Units shall, with respect to each such Unit, shall be entitled to receive, receive out of the assets of the Partnership or proceeds thereof legally available for distribution to Partners after payment or provision for payment of all debts and other liabilities of the Partnership, after satisfaction of all liabilities, if any, to creditors of the Partnership and before any distribution of such assets or proceeds is made to or set aside for the holders of Common Units or any series or class of Partnership Interest junior to the Series B Convertible Preferred Units, a liquidating distribution in an amount equal to the greater of (i) $50.00, 100.00 per Series B Convertible Preferred Unit plus an amount equal to all distributions (whether or not earned or declared) accrued and unpaid distributions thereon (including any accumulation in respect of distributions that have not been paid prior to the date of final distribution such payment date) and (ii) the amount that a holder of such Series B Preferred Unit would have received upon final distribution in respect of the number of Common Units into which such Series B Preferred Unit was convertible immediately prior to such date of final distribution (but no amount shall be paid in respect of the foregoing clause (ii) after the Fifteenth Anniversary Date) if, upon any such voluntary or involuntary liquidation, dissolution or winding-up of the Partnership, the assets of the Partnership, or proceeds thereof, distributable among the holders of the Series B Preferred Units are insufficient to pay in full the preferential amount aforesaid on the Series B Preferred Units and liquidating payments on any other Units or partnership interests in the Partnership of any class or series rankingdistributions, as to payment of distributions and amounts upon determined by the General Partner (or the trustee or other Person or Persons administering the liquidation, dissolution or winding-up of the PartnershipPartnership in accordance with applicable law), that would be made on a parity with the Series B Preferred Units, then number of Common Units into which such assets, or the proceeds thereof, shall be distributed among the holders shares of Series B Convertible Preferred Units and any are convertible immediately before such other Units or partnership interests in the Partnership ratably in accordance with the respective amounts that would be payable on such Series B Preferred Units and such other Units or partnership interests in the Partnership if all amounts payable thereon were paid in full. For the purposes of this Section 6, none of (i) a consolidation or merger of the Partnership with or into another entity, (ii) a merger of another entity with or into the Partnership or (iii) a sale, lease or conveyance of all or substantially all of the Partnership’s assets, properties or business shall be deemed to be a liquidation, dissolution or winding-up of the PartnershipCompany (which, for the avoidance of doubt, does not include any distributions payable solely to the Common Units in accordance with Section 9.2(d)(iii)(F) hereof) (such greater amount, as adjusted pursuant to the last sentence of Section 9.2(d)(iii)(B) hereof, the “Series B Liquidation Preference”). The Partnership shall mail written notice of any such liquidation, not less than 20 days prior to the payment date stated therein, to each holder of Series B Convertible Preferred Units.

Liquidation Preference. (a1) In the event of any voluntary or involuntary liquidation, dissolution or winding-winding up of the Partnership, whether voluntary or involuntary, before any payment or distribution of the assets of the Partnership (whether capital or surplus) shall be made to or set apart for the holders of Common Units or any other partnership interests in the Junior Partnership or Units ranking junior to the Series B Preferred Units as to the distribution of assets upon the liquidation, dissolution or winding-up of the PartnershipUnits, the holders of the Series B Class D Partnership Preferred Units shall, with respect to each such Unit, shall be entitled to receive, out of receive Twenty Five Dollars ($25) per Class D Partnership Preferred Unit (the assets of the Partnership available for distribution to Partners after payment or provision for payment of all debts and other liabilities of the Partnership, an amount equal to the greater of (i) $50.00"Liquidation Preference"), plus an amount equal to all distributions dividends (whether or not earned or declaredearned) accumulated, accrued and unpaid thereon on each share of Class D Preferred Stock to the date of final distribution and (ii) to such holders; but such holders shall not be entitled to any further payment. Until the amount that a holder of such Series B Preferred Unit would have received upon final distribution in respect holders of the number of Common Class D Partnership Preferred Units into which such Series B have been paid the Liquidation Preference in full, plus an amount equal to all dividends (whether or not earned) accumulated, accrued and unpaid on the Class D Preferred Unit was convertible immediately prior Stock to such the date of final distribution (but to such holders, no amount shall payment will be paid in respect made to any holder of Junior Partnership Units upon the foregoing clause (ii) after the Fifteenth Anniversary Date) if, upon any such voluntary or involuntary liquidation, dissolution or winding-winding up of the Partnership. If, upon any liquidation, dissolution or winding up of the Partnership, the assets of the Partnership, or proceeds thereof, distributable among the holders of the Series B Class D Partnership Preferred Units are shall be insufficient to pay in full the preferential amount aforesaid on the Series B Preferred Units and liquidating payments on any other Units or partnership interests in the Parity Partnership of any class or series ranking, as to payment of distributions and amounts upon the liquidation, dissolution or winding-up of the Partnership, on a parity with the Series B Preferred Units, then such assets, or the proceeds thereof, shall be distributed among the holders of Series B Class D Partnership Preferred Units and any such other Parity Partnership Units or partnership interests ratably in the Partnership ratably in accordance with same proportion as the respective amounts that would be payable on such Series B Class D Partnership Preferred Units and any such other Parity Partnership Units or partnership interests in the Partnership if all amounts payable thereon were paid in full. For the purposes of this Section 64, none of (i) a consolidation or merger of the Partnership with one or into another entitymore partnerships, or (ii) a merger of another entity with sale or into the Partnership or (iii) a sale, lease or conveyance transfer of all or substantially all of the Partnership’s assets, properties or business 's assets shall not be deemed to be a liquidation, dissolution or winding-up winding up, voluntary or involuntary, of the Partnership.

Liquidation Preference. (a1) In the event of any voluntary or involuntary liquidation, dissolution or winding-winding up of the Partnership, whether voluntary or involuntary, before any payment or distribution of the assets of the Partnership (whether capital capital, surplus or surplusotherwise) shall be made to or set apart for the holders of Common Junior Partnership Units, the holders of Class E Partnership Preferred Units or any other partnership interests in shall be entitled to receive One Dollar ($1.00) per Class E Partnership Preferred Unit (the Partnership or Units ranking junior "Liquidation Preference"), plus an amount equal to the Series B Special Dividend if such dividend is unpaid on the date of final distribution to such holders. Until the holders of the Class E Partnership Preferred Units as have been paid the Liquidation Preference in full, plus an amount equal to the Special Dividend if such dividend is unpaid on the date of final distribution to such holders, no payment shall be made to any holder of assets Junior Partnership Units upon the liquidation, dissolution or winding-winding up of the Partnership, the holders of the Series B Preferred Units shall, with respect to each such Unit, be entitled to receive, out of the assets of the Partnership available for distribution to Partners after payment or provision for payment of all debts and other liabilities of the Partnership, an amount equal to the greater of (i) $50.00, plus an amount equal to all distributions (whether or not earned or declared) accrued and unpaid thereon to the date of final distribution and (ii) the amount that a holder of such Series B Preferred Unit would have received upon final distribution in respect of the number of Common Units into which such Series B Preferred Unit was convertible immediately prior to such date of final distribution (but no amount shall be paid in respect of the foregoing clause (ii) after the Fifteenth Anniversary Date) if. If, upon any such voluntary or involuntary liquidation, dissolution or winding-winding up of the Partnership, the assets of the Partnership, or proceeds thereof, distributable among the holders of the Series B Class E Partnership Preferred Units are shall be insufficient to pay in full the preferential amount aforesaid on the Series B Preferred Units and liquidating payments on any other Units or partnership interests in the Parity Partnership of any class or series ranking, as to payment of distributions and amounts upon the liquidation, dissolution or winding-up of the Partnership, on a parity with the Series B Preferred Units, then such assets, or the proceeds thereof, shall be distributed among the holders of Series B Class E Partnership Preferred Units and any such other Parity Partnership Units or partnership interests ratably in the Partnership ratably in accordance with same proportion as the respective amounts that would be payable on such Series B Class E Partnership Preferred Units and any such other Parity Partnership Units or partnership interests in the Partnership if all amounts payable thereon were paid in full. For the purposes of this Section 64, none of (i) a consolidation or merger of the Partnership with one or into another entitymore partnerships, or (ii) a merger of another entity with sale or into the Partnership or (iii) a sale, lease or conveyance transfer of all or substantially all of the Partnership’s assets, properties or business 's assets shall not be deemed to be a liquidation, dissolution or winding-up winding up, voluntary or involuntary, of the Partnership.

Liquidation Preference. (a1) In the event of any voluntary or involuntary liquidation, dissolution or winding-winding up of the Partnership, whether voluntary or involuntary, before any payment or distribution of the assets of the Partnership (whether capital or surplus) shall be made to or set apart for the holders of Common Units or any other partnership interests in the Junior Partnership or Units ranking junior to the Series B Preferred Units as to the distribution of assets upon the liquidation, dissolution or winding-up of the PartnershipUnits, the holders of the Series B Class G Partnership Preferred Units shall, with respect to each such Unit, shall be entitled to receive, out of receive Twenty Five Dollars ($25) per Class G Partnership Preferred Unit (the assets of the Partnership available for distribution to Partners after payment or provision for payment of all debts and other liabilities of the Partnership, an amount equal to the greater of (i) $50.00"Liquidation Preference"), plus an amount equal to all distributions dividends (whether or not earned or declaredearned) accumulated, accrued and unpaid thereon on each share of Class G Preferred Stock to the date of final distribution and (ii) to such holders; but such holders shall not be entitled to any further payment. Until the amount that a holder of such Series B Preferred Unit would have received upon final distribution in respect holders of the number of Common Class G Partnership Preferred Units into which such Series B have been paid the Liquidation Preference in full, plus an amount equal to all dividends (whether or not earned) accumulated, accrued and unpaid on the Class G Preferred Unit was convertible immediately prior Stock to such the date of final distribution (but to such holders, no amount shall payment will be paid in respect made to any holder of Junior Partnership Units upon the foregoing clause (ii) after the Fifteenth Anniversary Date) if, upon any such voluntary or involuntary liquidation, dissolution or winding-winding up of the Partnership. If, upon any liquidation, dissolution or winding up of the Partnership, the assets of the Partnership, or proceeds thereof, distributable among the holders of the Series B Class G Partnership Preferred Units are shall be insufficient to pay in full the preferential amount aforesaid on the Series B Preferred Units and liquidating payments on any other Units or partnership interests in the Parity Partnership of any class or series ranking, as to payment of distributions and amounts upon the liquidation, dissolution or winding-up of the Partnership, on a parity with the Series B Preferred Units, then such assets, or the proceeds thereof, shall be distributed among the holders of Series B Class G Partnership Preferred Units and any such other Parity Partnership Units or partnership interests ratably in the Partnership ratably in accordance with same proportion as the respective amounts that would be payable on such Series B Class G Partnership Preferred Units and any such other Parity Partnership Units or partnership interests in the Partnership if all amounts payable thereon were paid in full. For the purposes of this Section 64, none of (i) a consolidation or merger of the Partnership with one or into another entitymore partnerships, or (ii) a merger of another entity with sale or into the Partnership or (iii) a sale, lease or conveyance transfer of all or substantially all of the Partnership’s assets, properties or business 's assets shall not be deemed to be a liquidation, dissolution or winding-up winding up, voluntary or involuntary, of the Partnership.

Liquidation Preference. (aA) In the event of any voluntary or involuntary liquidation, dissolution or winding-winding up of the Partnership, whether voluntary or involuntary, before any payment or distribution of the assets of the Partnership (whether capital or surplus) shall be made to or set apart for the holders of Common Units or any other partnership interests in the Partnership or Units ranking junior to the Series B Preferred Units as to the distribution of assets upon the liquidation, dissolution or winding-up of the PartnershipJunior Units, the holders General Partner, in its capacity as holder of the Series B E Preferred Units shallUnits, with respect to each such Unit, shall be entitled to receive, out of receive Two Thousand Five Hundred Dollars ($2,500.00) (the assets of the Partnership available for distribution to Partners after payment or provision for payment of all debts and other liabilities of the Partnership, an amount equal to the greater of (i“Series E Liquidation Preference”) $50.00, per Series E Preferred Unit plus an amount equal to all distributions (whether or not earned or declared) dividends accrued and unpaid thereon on one Series E Preferred Share to the date of final distribution and (ii) to the amount that a General Partner, in its capacity as such holder; but the General Partner, in its capacity as the holder of Series E Preferred Units, shall not be entitled to any further payment with respect to such Series B E Preferred Unit would have received upon final distribution in respect of the number of Common Units into which such Series B Preferred Unit was convertible immediately prior to such date of final distribution (but no amount shall be paid in respect of the foregoing clause (ii) after the Fifteenth Anniversary Date) ifUnits. If, upon any such voluntary or involuntary liquidation, dissolution or winding-winding up of the Partnership, the assets of the Partnership, or proceeds thereof, distributable among to the holders General Partner, in its capacity as the holder of the Series B E Preferred Units are Units, shall be insufficient to pay in full the preferential amount aforesaid on the Series B Preferred Units and liquidating payments on any other Units or partnership interests in the Partnership of any class or series ranking, as to payment of distributions and amounts upon the liquidation, dissolution or winding-up of the Partnership, on a parity with the Series B Preferred Parity Units, then such assets, or the proceeds thereof, shall be distributed among the General Partner, in its capacity as the holder of such Series E Preferred Units, and the holders of Series B Preferred Units and any such other Parity Units or partnership interests in the Partnership ratably in accordance with the respective amounts that would be payable on such Series B E Preferred Units and such other Parity Units or partnership interests in the Partnership if all amounts payable thereon were paid in full. For the purposes of this Section 63, none of (ix) a consolidation or merger of the Partnership or the General Partner with one or into another entitymore partnerships, limited liability companies, corporations, real estate investment trusts or other entities and (ii) a merger of another entity with or into the Partnership or (iiiy) a sale, lease or conveyance of all or substantially all of the Partnership’s assets, properties property or business shall not be deemed to be a liquidation, dissolution or winding-up winding up, voluntary or involuntary, of the Partnership.

Liquidation Preference. (a) 4.1. In the event of any voluntary or involuntary liquidation, dissolution or winding-up of the PartnershipLiquidation, before any payment or distribution of the assets of the Partnership Corporation (whether capital or surplus) shall be made to or set apart for the holders of Common Units or any other partnership interests in the Partnership or Units ranking junior to the Series B Preferred Units as to the distribution of assets upon the liquidation, dissolution or winding-up of the PartnershipJunior Shares, the holders of the Series B E Preferred Units shall, with respect to each such Unit, Shares shall be entitled (subject to receive, out the Continuation Right of the assets of the Partnership available for distribution such holders described below) to Partners after payment or provision for payment of all debts and other liabilities of the Partnership, receive an amount in cash equal to the greater of (i) (A) Fifteen Dollars and Sixty-Seven Cents ($50.00, 15.67) per Series E Preferred Share plus an amount equal to all distributions dividends (whether or not earned or declared) accrued and unpaid thereon to the date of final distribution and to such holder (the “Liquidation Preference”) plus (B) 20.0% or (ii) the amount that consideration payable to the holders of Common Shares in such Liquidation. The foregoing amounts shall be subject to equitable adjustment whenever there shall occur a stock dividend, stock split, combination, reorganization, recapitalization, reclassification or other similar event involving a change in the capital structure of the Series E Preferred Shares. Until the holders of the Series E Preferred Shares have been paid the Liquidation Preference in full, no payment will be made to any holder of such Series B Preferred Unit would have received Junior Shares upon final distribution in respect of the number of Common Units into which such Series B Preferred Unit was convertible immediately prior to such date of final distribution (but no amount shall be paid in respect of the foregoing clause (ii) after the Fifteenth Anniversary Date) ifLiquidation. If, upon any such voluntary or involuntary liquidation, dissolution or winding-up of the PartnershipLiquidation, the assets of the PartnershipCorporation, or proceeds thereof, distributable among the holders of the Series B E Preferred Units are Shares shall be insufficient to pay in full the preferential amount aforesaid on the Series B Preferred Units and liquidating payments on any other Units or partnership interests in the Partnership shares of any class or series ranking, as to payment of distributions and amounts upon the liquidation, dissolution or winding-up of the Partnership, on a parity with the Series B Preferred UnitsParity Shares, then such assets, or the proceeds thereof, shall be distributed among the holders of such Series B E Preferred Units Shares and any such other Units or partnership interests in the Partnership Parity Shares ratably in accordance with the respective amounts that would be payable on such Series B E Preferred Units Shares and such other Units or partnership interests in the Partnership Parity Shares if all amounts payable thereon were paid in full. For In connection with a Merger Liquidation (as defined below), each holder of Series E Preferred Shares shall have the purposes right (a “Continuation Right”) to elect, by delivering written notice to the Corporation not less than five Business Days prior to the Merger Liquidation, to require the Corporation to make provision for the Series E Preferred Shares to be assumed by the surviving entity as described in Section 4(e); provided, however, notwithstanding the election by any of this Section 6the holders of the Series E Preferred Shares of the Continuation Right, none the Corporation shall have the right, in connection with any Merger Liquidation, to elect, by delivering written notice to the holders of (i) Series E Preferred Shares at any time prior to the Merger Liquidation, to redeem any or all of the outstanding Series E Preferred Shares for an amount per Series E Preferred Share equal to the Liquidation Preference plus the Redemption Premium. A “Merger Liquidation” shall be a Liquidation which constitutes a consolidation or merger of the Partnership Corporation with one or into another more entities that are not affiliates of the Corporation and as a result of which the Corporation is not the surviving entity, (ii) . Upon a merger of another entity with or into the Partnership or (iii) a sale, lease or conveyance of all or substantially all consolidation of the Partnership’s assetsCorporation with one or more entities that are affiliates of the Corporation, properties or business the Corporation shall be deemed make provision for the Series E Preferred Shares to be a liquidation, dissolution or winding-up of assumed by the Partnershipsurviving entity as described in Section 7(e).

Liquidation Preference. (a) In the event of any voluntary or involuntary liquidation, dissolution or winding-winding up of the Partnership, whether voluntary or involuntary, before any payment or distribution of the assets of the Partnership (whether capital capital, surplus or surplusotherwise) shall be made to or set apart for the holders of Common Units or any other partnership interests in the Junior Partnership or Units ranking junior to the Series B Preferred Units as to the distribution of assets upon the liquidation, dissolution or winding-up of the PartnershipUnits, the holders of the Series B Class A Partnership Preferred Units shall, with respect to each such Unit, shall be entitled to receivereceive Twenty-Five Dollars ($25.00) per Class A Partnership Preferred Unit (the “Liquidation Preference”), out plus an amount per Class A Partnership Preferred Unit equal to all dividends (whether or not declared or earned) accumulated, accrued and unpaid on one share of Class A Preferred Stock to the date of final distribution to such holders; but such holders shall not be entitled to any further payment. Until the holders of the assets of Class A Partnership Preferred Units have been paid the Partnership available for distribution to Partners after payment or provision for payment of all debts and other liabilities of the Partnership, an amount equal to the greater of (i) $50.00Liquidation Preference in full, plus an amount equal to all distributions dividends (whether or not earned declared or declaredearned) accumulated, accrued and unpaid thereon on the Class A Preferred Stock to the date of final distribution and (ii) the amount that a to such holders, no payment shall be made to any holder of such Series B Preferred Unit would have received Junior Partnership Units upon final distribution in respect of the number of Common Units into which such Series B Preferred Unit was convertible immediately prior to such date of final distribution (but no amount shall be paid in respect of the foregoing clause (ii) after the Fifteenth Anniversary Date) if, upon any such voluntary or involuntary liquidation, dissolution or winding-winding up of the Partnership. If, upon any liquidation, dissolution or winding up of the Partnership, the assets of the Partnership, or proceeds thereof, distributable among the holders of the Series B Class A Partnership Preferred Units are shall be insufficient to pay in full the preferential amount aforesaid on the Series B Preferred Units and liquidating payments on any other Units or partnership interests in the Parity Partnership of any class or series ranking, as to payment of distributions and amounts upon the liquidation, dissolution or winding-up of the Partnership, on a parity with the Series B Preferred Units, then such assets, or the proceeds thereof, shall be distributed among the holders of Series B Class A Partnership Preferred Units and any such other Parity Partnership Units or partnership interests ratably in the Partnership ratably in accordance with same proportion as the respective amounts that would be payable on such Series B Class A Partnership Preferred Units and any such other Parity Partnership Units or partnership interests in the Partnership if all amounts payable thereon were paid in full. For the purposes of this Section 64, none of (i) a consolidation or merger of the Partnership with one or into another entitymore partnerships, or (ii) a merger of another entity with sale or into the Partnership or (iii) a sale, lease or conveyance transfer of all or substantially all of the Partnership’s assets, properties or business assets shall not be deemed to be a liquidation, dissolution or winding-up winding up, voluntary or involuntary, of the Partnership.

Liquidation Preference. (aA) In the event of any voluntary or involuntary liquidation, dissolution or winding-winding up of the Partnership, whether voluntary or involuntary, before any payment or distribution of the assets of the Partnership (whether capital or surplus) shall be made to or set apart for the holders of Common Units or any other partnership interests in the Partnership or Units ranking junior to the Series B Preferred Units as to the distribution of assets upon the liquidation, dissolution or winding-up of the PartnershipJunior Units, the holders General Partner, in its capacity as holder of the Series B C Preferred Units shallUnits, with respect to each such Unit, shall be entitled to receive, out of the assets of the Partnership available for distribution to Partners after payment or provision for payment of all debts and other liabilities of the Partnership, an amount equal to the greater sum of (i) $50.00, 100,000 per Series C Preferred Unit (the "SERIES C LIQUIDATION PREFERENCE") plus (ii) an amount equal to all distributions (whether or not earned or declared) accumulated, accrued and unpaid thereon to the date of final distribution and (ii) to the amount that a General Partner, in its capacity as such holder; but the General Partner, in its capacity as the holder of such Series B C Preferred Unit would Units shall not be entitled to any further payment. Until the holders of Series C Preferred Units have received been paid, the Series C Liquidation Preference in full, no payment will be made to any holder of Junior Units upon final distribution in respect the liquidation, dissolution, or winding up of the number of Common Units into which such Series B Preferred Unit was convertible immediately prior to such date of final distribution (but no amount shall be paid in respect of the foregoing clause (ii) after the Fifteenth Anniversary Date) ifGeneral Partner. If, upon any such voluntary or involuntary liquidation, dissolution or winding-winding up of the Partnership, the assets of the Partnership, or proceeds thereof, distributable among to the holders General Partner, in its capacity as the holder of the Series B C Preferred Units are Units, shall be insufficient to pay in full the preferential amount aforesaid on the Series B Preferred Units and liquidating payments on any other Units or partnership interests in the Partnership of any class or series ranking, as to payment of distributions and amounts upon the liquidation, dissolution or winding-up of the Partnership, on a parity with the Series B Preferred Parity Units, then such assets, or the proceeds thereof, shall be distributed among the General Partner, in its capacity as the holder of such Series C Preferred Units, and the holders of Series B Preferred Units and any such other Parity Units or partnership interests in the Partnership ratably in accordance with the respective amounts that would be payable on such Series B C Preferred Units and such other Parity Units or partnership interests in the Partnership if all amounts payable thereon were paid in full. For the purposes of this Section 63, none of (ix) a consolidation or merger of the Partnership with one or into another entitymore partnerships, limited liability companies, corporations, real estate investment trusts or other entities and (ii) a merger of another entity with or into the Partnership or (iiiy) a sale, lease or conveyance of all or substantially all of the Partnership’s assets, properties 's property or business shall not be deemed to be a liquidation, dissolution or winding-up winding up, voluntary or involuntary, of the Partnership.

Liquidation Preference. (a) In the event of any voluntary or involuntary liquidation, dissolution or winding-up of the Partnership, before any payment or distribution of the assets of the Partnership (whether capital or surplus) shall be made to or set apart for the holders of Common Units or any other partnership interests in the Partnership or Units ranking junior to the Series B D Preferred Units as to the distribution of assets upon the liquidation, dissolution or winding-up of the Partnership, the holders of the Series B D Preferred Units shall, with respect to each such Unit, be entitled to receive, out of the assets of the Partnership available for distribution to Partners after payment or provision for payment of all debts and other liabilities of the Partnership and subject to the rights of the holders of any series of Preferred Units ranking senior to or on parity with the Series D Preferred Units with respect to payment of amounts upon liquidation, dissolution or winding-up of the Partnership, an amount equal to the greater of (i) $50.0050, plus an amount equal to all distributions (whether or not earned or declared) accrued and unpaid thereon to the date of final distribution (including all accumulated and (ii) the amount that a holder of such Series B Preferred Unit would have received upon final distribution in respect of the number of Common Units into which such Series B Preferred Unit was convertible immediately prior to such date of final distribution (but no amount shall be paid in respect of the foregoing clause (ii) after the Fifteenth Anniversary Date) if, unpaid distributions). If upon any such voluntary or involuntary liquidation, dissolution or winding-up of the Partnership, the assets of the Partnership, or proceeds thereof, thereof distributable among the holders of the Series B D Preferred Units are insufficient to pay in full the preferential amount aforesaid on the Series B D Preferred Units and liquidating payments payment on any other Units or partnership interests in the Partnership of any class or series ranking, ranking as to payment of distributions and amounts upon the liquidation, dissolution or winding-up of the Partnership, on a parity with the Series B D Preferred Units, then such assets, or the proceeds thereof, shall be distributed among the holders of Series B D Preferred Units and any such other Units or partnership interests in the Partnership ratably in accordance with the respective amounts that would be payable on such Series B D Preferred Units and such other Units or partnership interests in the Partnership if all amounts payable thereon were paid in full. For the purposes of this Section 6Xxxxxxx 0, none of xxxx xf (i) a consolidation or merger of the Partnership with or into another entity, (ii) a merger of another entity with or into the Partnership or (iii) a sale, lease or conveyance of all or substantially all of the Partnership’s assets, properties or business shall be deemed to be a liquidation, dissolution or winding-up of the Partnership.

Liquidation Preference. (a) In the event of any voluntary or involuntary liquidation, dissolution or winding-winding up of the Partnership, whether voluntary or involuntary, before any payment or distribution of the assets of the Partnership (whether capital capital, surplus or surplusotherwise) shall be made to or set apart for the holders of Common Junior Partnership Units, the holders of Series D Partnership Preferred Units shall be entitled to receive One Hundred Dollars ($100.00) (the "Liquidation Preference") per Series D Partnership Preferred Unit , plus an amount per Series D Partnership Preferred Unit equal to all dividends (whether or not declared) accumulated, accrued and unpaid on one share of Series D Preferred Stock to the date of final distribution to such holders; but such holders shall not be entitled to any other partnership interests further payment; provided, that the dividend payable with respect to the Dividend Period (as such term is defined in the Partnership or Units ranking junior Series D Articles Supplementary) containing the date of final distribution shall be equal to the greater of: (i) the dividend provided in Section 3(a)(i) or (iii), as applicable, of the Series B D Articles Supplementary; or (ii) the dividend determined pursuant to Section 3(a)(ii) of the Series D Articles Supplementary for the preceding Dividend Period. Until the holders of the Series D Partnership Preferred Units as have been paid the Liquidation Preference in full, no payment shall be made to the distribution any holder of assets Junior Partnership Units upon the liquidation, dissolution or winding-winding up of the Partnership, the holders of the Series B Preferred Units shall, with respect to each such Unit, be entitled to receive, out of the assets of the Partnership available for distribution to Partners after payment or provision for payment of all debts and other liabilities of the Partnership, an amount equal to the greater of (i) $50.00, plus an amount equal to all distributions (whether or not earned or declared) accrued and unpaid thereon to the date of final distribution and (ii) the amount that a holder of such Series B Preferred Unit would have received upon final distribution in respect of the number of Common Units into which such Series B Preferred Unit was convertible immediately prior to such date of final distribution (but no amount shall be paid in respect of the foregoing clause (ii) after the Fifteenth Anniversary Date) if. If, upon any such voluntary or involuntary liquidation, dissolution or winding-winding up of the Partnership, the assets of the Partnership, or proceeds thereof, distributable among the holders of the Series B D Partnership Preferred Units are shall be insufficient to pay in full the preferential amount aforesaid on the Series B Preferred Units and liquidating payments on any other Units or partnership interests in the Parity Partnership of any class or series ranking, as to payment of distributions and amounts upon the liquidation, dissolution or winding-up of the Partnership, on a parity with the Series B Preferred Units, then such assets, or the proceeds thereof, shall be distributed among the holders of Series B D Partnership Preferred Units and any such other Parity Partnership Units or partnership interests in the Partnership ratably in accordance with the same respective amounts that would be payable on such Series B D Partnership Preferred Units and any such other Parity Partnership Units or partnership interests in the Partnership if all amounts payable thereon were paid in full. For the purposes of this Section 64, none of (i) a consolidation or merger of the Partnership with one or into another entitymore partnerships or other entities, or (ii) a merger of another entity with or into the Partnership or (iii) a sale, lease lease, conveyance or conveyance transfer of all or substantially all of the Partnership’s assets, properties or business 's assets shall not be deemed to be a liquidation, dissolution or winding-up winding up, voluntary or involuntary, of the Partnership.

Liquidation Preference. (a) In the event of any voluntary or involuntary liquidation, dissolution or winding-winding up of the Partnership, whether voluntary or involuntary, before any payment or distribution of the assets of the Partnership (whether capital capital, surplus or surplusotherwise) shall be made to or set apart for the holder of Junior Partnership Units, the holders of Series C Partnership Preferred Units shall be entitled to receive the greater of: (x) Twenty-Five Dollars($25.00) per Series C Partnership Unit, plus an amount per Series C Partnership Preferred Unit equal to all dividends (whether or not declared) accumulated, accrued and unpaid on one share of Series C Preferred Stock to the date of final distribution to such holders; or (y) the amount per Series C Partnership Preferred Unit a holder would receive if such holder converted his or her Series C Partnership Preferred Units into Partnership Common Units or any other partnership interests in the Partnership or Units ranking junior immediately prior to the Series B Preferred Units as to the distribution of assets upon the such liquidation, dissolution or winding-up of (the Partnership, “Liquidation Preference”); but such holders shall not be entitled to any further payment. Until the holders of the Series B C Partnership Preferred Units shallhave been paid the Liquidation Preference in full, with respect no payment shall be made to each such Unit, be entitled to receive, out of the assets of the Partnership available for distribution to Partners after payment or provision for payment of all debts and other liabilities of the Partnership, an amount equal to the greater of (i) $50.00, plus an amount equal to all distributions (whether or not earned or declared) accrued and unpaid thereon to the date of final distribution and (ii) the amount that a any holder of such Series B Preferred Unit would have received Junior Partnership Units upon final distribution in respect of the number of Common Units into which such Series B Preferred Unit was convertible immediately prior to such date of final distribution (but no amount shall be paid in respect of the foregoing clause (ii) after the Fifteenth Anniversary Date) if, upon any such voluntary or involuntary liquidation, dissolution or winding-winding up of the Partnership. If, upon any liquidation, dissolution or winding up of the Partnership, the assets of the Partnership, or proceeds thereof, distributable among the holders of the Series B C Partnership Preferred Units are shall be insufficient to pay in full the preferential amount aforesaid on the Series B Preferred Units and liquidating payments on any other Units or partnership interests in the Parity Partnership of any class or series ranking, as to payment of distributions and amounts upon the liquidation, dissolution or winding-up of the Partnership, on a parity with the Series B Preferred Units, then such assets, or the proceeds thereof, shall be distributed among the holders of Series B C Partnership Preferred Units and any such other Parity Partnership Units or partnership interests ratably in the Partnership ratably in accordance with same proportion as the respective amounts that would be payable on such Series B C Partnership Preferred Units and any such other Parity Partnership Units or partnership interests in the Partnership if all amounts payable thereon were paid in full. For the purposes of this Section 64, none the occurrence of (i) a consolidation or merger of the Partnership with or into another entity, an event described in paragraph (ii) a merger of another entity with or into the Partnership or (iii) a sale, lease or conveyance of all or substantially all of the Partnership’s assets, properties or business definition of Change of Control shall be deemed to be a liquidation, dissolution or winding-up winding up, voluntary or involuntary, of the Partnership, unless waived in writing by a majority in interest of the holders of the Series C Partnership Preferred Units.

Liquidation Preference. (a) In the event of any voluntary or involuntary liquidation, dissolution or winding-winding up of the PartnershipCorporation, whether voluntary or involuntary, before any payment or distribution of the assets of the Partnership Corporation (whether capital or surplus) shall be made to or set apart for the holders of Common Units or any other partnership interests in the Partnership or Units ranking junior to the Series B Preferred Units as to the distribution of assets upon the liquidation, dissolution or winding-up of the PartnershipJunior Shares, the holders of the Series B "A" Preferred Units shall, with respect to each such Unit, Shares shall be entitled to receive, out of receive Ninety Cents ($0.90) per Series "A" Preferred Share (the assets of the Partnership available for distribution to Partners after payment or provision for payment of all debts and other liabilities of the Partnership, an amount equal to the greater of (i"Liquidation Preference") $50.00, plus an amount equal to all distributions dividends (whether or not earned or declared) accumulated, accrued and unpaid thereon to the date of final distribution and (ii) the amount that a holder of such Series B Preferred Unit would have received upon final distribution in respect of the number of Common Units into which such Series B Preferred Unit was convertible immediately prior to such date holder; but such holders of final distribution (but no amount Series "A" Preferred Shares shall not be paid in respect of the foregoing clause (ii) after the Fifteenth Anniversary Date) ifentitled to any further payment. If, upon any such voluntary or involuntary liquidation, dissolution or winding-winding up of the PartnershipCorporation, the assets of the PartnershipCorporation, or proceeds thereof, distributable among the holders of the Series B "A" Preferred Units are Shares shall be insufficient to pay in full the preferential amount aforesaid on the Series B Preferred Units and liquidating payments on any other Units or partnership interests in the Partnership of any class or series ranking, as to payment of distributions and amounts upon the liquidation, dissolution or winding-up of the Partnership, on a parity with the Series B Preferred Unitspayments, then such assets, or the proceeds thereof, shall be distributed among the holders of such Series B "A" Preferred Units and any such other Units or partnership interests in the Partnership Shares ratably in accordance with the respective amounts that would be payable on such Series B "A" Preferred Units and such other Units or partnership interests in the Partnership Shares if all amounts payable thereon were paid in full. For the purposes of this Section 64, none of (i) a consolidation or merger of the Partnership Corporation with one or into another entitymore entities, (ii) a merger of another entity with or into the Partnership or statutory share exchange and (iii) a sale, lease sale or conveyance transfer of all or substantially all of the Partnership’s assets, properties or business Corporation's assets shall not be deemed to be a liquidation, dissolution or winding-up winding up, voluntary or involuntary, of the PartnershipCorporation. Remaining Assets. After payment shall have been made in full to the holders of the Series "A" Preferred Shares, as provided in this Section 4, any series or class or classes of Junior Shares shall, subject to any respective terms and provisions applying thereto, be entitled to receive any and all assets remaining to be paid or distributed, and the holders of the Series "A" Preferred Shares shall not be entitled to share therein.

Liquidation Preference. (a) In the event of any voluntary or involuntary liquidation, dissolution or winding-winding up of the PartnershipPartnership or the Company, whether voluntary or involuntary, before any payment or distribution of the assets of the Partnership (whether capital or surplus) shall be made to or set apart for the holders of Common Units or any other partnership interests in the Partnership or Units ranking junior to the Series B Preferred Units as to the distribution of assets upon the liquidation, dissolution or winding-up of the PartnershipJunior Units, the holders Company, in its capacity as the holder of the Series B SN Preferred Units shallUnits, with respect to each such Unit, shall be entitled to receive, out of receive One Thousand Dollars ($1,000.00) per Series SN Preferred Unit (the assets of the Partnership available for distribution to Partners after payment or provision for payment of all debts and other liabilities of the Partnership, an amount equal to the greater of (i“Liquidation Preference”) $50.00, plus an amount equal to all distributions (whether or not earned or declared) accrued and unpaid thereon to the date of final distribution and (ii) to the amount that a Company, in its capacity as such holder; but the Company, in its capacity as the holder of such Series B SN Preferred Unit would have received upon final distribution in respect of the number of Common Units into which such Series B Preferred Unit was convertible immediately prior Units, shall not be entitled to such date of final distribution (but no amount shall be paid in respect of the foregoing clause (ii) after the Fifteenth Anniversary Date) ifany further payment. If, upon any such voluntary or involuntary liquidation, dissolution or winding-winding up of the PartnershipPartnership or the Company, the assets of the Partnership, or proceeds thereof, distributable among to the holders Company, in its capacity as the holder of the Series B SN Preferred Units are Units, shall be insufficient to pay in full the preferential amount aforesaid on the Series B Preferred Units and liquidating payments on any other Units or partnership interests in units of the Partnership of any class or series ranking, as to payment of distributions and amounts upon the liquidation, dissolution or winding-up of the Partnership, ranking on a parity with the Series B SN Preferred UnitsUnits as to such distribution, then such assets, or the proceeds thereof, shall be distributed among the Company, in its capacity as the holder of such Series SN Preferred Units, and the holders of Series B Preferred Units and any such other Units or partnership interests in the Partnership units ratably in accordance with the respective amounts that would be payable on such Series B SN Preferred Units and any such other Units or partnership interests in the Partnership units if all amounts payable thereon were paid in full. For the purposes of this Section 6, none of 16.3 (i) a consolidation or merger of the Partnership or the Company with one or into another entitymore entities, (ii) a merger of another entity with or into statutory share exchange by the Partnership or the Company and (iii) a sale, lease sale or conveyance transfer of all or substantially all of the Partnership’s or the Company’s assets, properties or business shall not be deemed to be a liquidation, dissolution or winding-up winding up, voluntary or involuntary, of the PartnershipPartnership or the Company.

Liquidation Preference. (a1) In the event of any voluntary or involuntary liquidation, dissolution or winding-winding up of the Partnership, whether voluntary or involuntary, before any payment or distribution of the assets of the Partnership (whether capital capital, surplus or surplusotherwise) shall be made to or set apart for the holders of Common Units or any other partnership interests in the Junior Partnership or Units ranking junior to the Series B Preferred Units as to the distribution of assets upon the liquidation, dissolution or winding-up of the PartnershipUnits, the holders of the Series B Class H Partnership Preferred Units shall, with respect to each such Unit, shall be entitled to receivereceive Twenty Five Dollars ($25) per Class H Partnership Preferred Unit (the "Liquidation Preference"), out plus an amount per Class H Partnership Preferred Unit equal to all dividends (whether or not declared or earned) accumulated, accrued and unpaid on one share of Class H Preferred Stock to the date of final distribution to such holders; but such holders shall not be entitled to any further payment. Until the holders of the assets of Class H Partnership Preferred Units have been paid the Partnership available for distribution to Partners after payment or provision for payment of all debts and other liabilities of the Partnership, an amount equal to the greater of (i) $50.00Liquidation Preference in full, plus an amount equal to all distributions dividends (whether or not earned declared or declaredearned) accumulated, accrued and unpaid thereon on the Class H Preferred Stock to the date of final distribution and (ii) the amount that a to such holders, no payment shall be made to any holder of such Series B Preferred Unit would have received Junior Partnership Units upon final distribution in respect of the number of Common Units into which such Series B Preferred Unit was convertible immediately prior to such date of final distribution (but no amount shall be paid in respect of the foregoing clause (ii) after the Fifteenth Anniversary Date) if, upon any such voluntary or involuntary liquidation, dissolution or winding-winding up of the Partnership. If, upon any liquidation, dissolution or winding up of the Partnership, the assets of the Partnership, or proceeds thereof, distributable among the holders of the Series B Class H Partnership Preferred Units are shall be insufficient to pay in full the preferential amount aforesaid on the Series B Preferred Units and liquidating payments on any other Units or partnership interests in the Parity Partnership of any class or series ranking, as to payment of distributions and amounts upon the liquidation, dissolution or winding-up of the Partnership, on a parity with the Series B Preferred Units, then such assets, or the proceeds thereof, shall be distributed among the holders of Series B Class H Partnership Preferred Units and any such other Parity Partnership Units or partnership interests ratably in the Partnership ratably in accordance with same proportion as the respective amounts that would be payable on such Series B Class H Partnership Preferred Units and any such other Parity Partnership Units or partnership interests in the Partnership if all amounts payable thereon were paid in full. For the purposes of this Section 64, none of (i) a consolidation or merger of the Partnership with one or into another entitymore partnerships, or (ii) a merger of another entity with sale or into the Partnership or (iii) a sale, lease or conveyance transfer of all or substantially all of the Partnership’s assets, properties or business 's assets shall not be deemed to be a liquidation, dissolution or winding-up winding up, voluntary or involuntary, of the Partnership.

Liquidation Preference. (a) In the event of any voluntary or involuntary liquidation, dissolution or winding-up of the Partnership, before any payment or distribution of the assets of the Partnership (whether capital or surplus) shall be made to or set apart for the holders of Common Units or any other partnership interests in the Partnership or Units ranking junior to the Series B C Preferred Units as to the distribution of assets upon the liquidation, dissolution or winding-up of the Partnership, the holders of the Series B C Preferred Units shall, with respect to each such Unit, be entitled to receive, out of the assets of the Partnership available for distribution to Partners after payment or provision for payment of all debts and other liabilities of the Partnership and subject to the rights of the holders of any series of Preferred Units ranking senior to or on parity with the Series C Preferred Units with respect to payment of amounts upon liquidation, dissolution or winding-up of the Partnership, an amount equal to the greater of (i) $50.0050, plus an amount equal to all distributions (whether or not earned or declared) accrued and unpaid thereon to the date of final distribution (including all accumulated and unpaid distributions) and (ii) the amount that a holder of such Series B C Preferred Unit would have received upon final distribution in respect of the number of Common Units into which such Series B C Preferred Unit (including all accumulated and unpaid distributions (whether or not earned or declared) with respect thereto) was convertible immediately prior to such date of final distribution (but no amount shall be paid in respect of the foregoing clause (ii) after the Fifteenth Anniversary Date) ifdistribution. If, upon any such voluntary or involuntary liquidation, dissolution or winding-up of the Partnership, the assets of the Partnership, or proceeds thereof, distributable among the holders of the Series B C Preferred Units are insufficient to pay in full the preferential amount aforesaid on the Series B C Preferred Units and liquidating payments on any other Units or partnership interests in the Partnership of any class or series ranking, as to payment of distributions and amounts upon the liquidation, dissolution or winding-up of the Partnership, on a parity with the Series B C Preferred Units, then such assets, or the proceeds thereof, shall be distributed among the holders of Series B C Preferred Units and any such other Units or partnership interests in the Partnership ratably in accordance with the respective amounts that would be payable on such Series B C Preferred Units and such other Units or partnership interests in the Partnership if all amounts payable thereon were paid in full. For the purposes of this Section 6, none of (i) a consolidation or merger of the Partnership with or into another entity, (ii) a merger of another entity with or into the Partnership or (iii) a sale, lease or conveyance of all or substantially all of the Partnership’s 's assets, properties or business shall be deemed to be a liquidation, dissolution or winding-up of the Partnership.

Liquidation Preference. (aA) In the event of any voluntary or involuntary liquidation, dissolution or winding-winding up of the Partnership, whether voluntary or involuntary, before any payment or distribution of the assets of the Partnership (whether capital or surplus) shall be made to or set apart for the holders of Common Units or any other partnership interests in the Partnership or Units ranking junior to the Series B Preferred Units as to the distribution of assets upon the liquidation, dissolution or winding-up of the PartnershipJunior Units, the holders General Partner, in its capacity as holder of the Series B Preferred Units shallUnits, with respect to each such Unit, shall be entitled to receive, out of receive Twenty Eight Dollars and Fifty Cents ($28.50) (the assets of the Partnership available for distribution to Partners after payment or provision for payment of all debts and other liabilities of the Partnership, an amount equal to the greater of (i"Series B Liquidation PreferencE") $50.00, per Series B Preferred Unit plus an amount equal to all distributions (whether or not earned or declared) accumulated, accrued and unpaid thereon to the date of final distribution and to the General Partner, in its capacity as such holder; but the General Partner, in its capacity as the holder of Series B Preferred Units shall not be entitled to any further payment; provided that the distribution payable with respect to the Distribution Period containing the date of final distribution shall be equal to the greater of (i) the distribution provided in clause (a) of the first sentence of Section 2(A) or (ii) the amount that a holder distribution determined pursuant to clause (b) of such the first sentence of Section 2(A) for the preceding Distribution Period. Until the holders of Series B Preferred Unit would Units have received been paid, the Series B Liquidation Preference in full, no payment will be made to any holder of Junior Units upon final distribution in respect the liquidation, dissolution, or winding up of the number of Common Units into which such Series B Preferred Unit was convertible immediately prior to such date of final distribution (but no amount shall be paid in respect of the foregoing clause (ii) after the Fifteenth Anniversary Date) ifGeneral Partner. If, upon any such voluntary or involuntary liquidation, dissolution or winding-winding up of the Partnership, the assets of the Partnership, or proceeds thereof, distributable among to the holders General Partner, in its capacity as the holder of the Series B Preferred Units are Units, shall be insufficient to pay in full the preferential amount aforesaid on the Series B Preferred Units and liquidating payments on any other Units or partnership interests in the Partnership of any class or series ranking, as to payment of distributions and amounts upon the liquidation, dissolution or winding-up of the Partnership, on a parity with the Series B Preferred Parity Units, then such assets, or the proceeds thereof, shall be distributed among the holders General Partner, in its capacity as the holder of such Series B Preferred Units Units, and any the holders of such other Parity Units or partnership interests in the Partnership ratably in accordance with the respective amounts that would be payable on such Series B Preferred Units and such other Parity Units or partnership interests in the Partnership if all amounts payable thereon were paid in full. For the purposes of this Section 63, none of (ix) a consolidation or merger of the Partnership with one or into another entitymore partnerships, limited liability companies, corporations, real estate investment trusts or other entities and (ii) a merger of another entity with or into the Partnership or (iiiy) a sale, lease or conveyance of all or substantially all of the Partnership’s assets, properties 's property or business shall not be deemed to be a liquidation, dissolution or winding-up winding up, voluntary or involuntary, of the Partnership.

Liquidation Preference. (a) In the event of any voluntary or involuntary liquidation, dissolution or winding-up of the Partnership, before any payment or distribution of the assets of the Partnership (whether capital or surplus) shall be made to or set apart for the holders of Common Units or any other partnership interests in the Partnership or Units ranking junior to the Series B E Preferred Units as to the distribution of assets upon the liquidation, dissolution or winding-up of the Partnership, the holders of the Series B E Preferred Units shall, with respect to each such Unit, be entitled to receive, out of the assets of the Partnership available for distribution to Partners after payment or provision for payment of all debts and other liabilities of the Partnership and subject to the rights of the holders of any series of Preferred Units ranking senior to or on parity with the Series E Preferred Units with respect to payment of amounts upon liquidation, dissolution or winding-up of the Partnership, an amount equal to the greater of (i) $50.0050, plus an amount equal to all distributions (whether or not earned or declared) accrued and unpaid thereon to the date of final distribution (including all accumulated and unpaid distributions) and (ii) the amount that a holder of such Series B E Preferred Unit would have received upon final distribution in respect of the number of Series K Preferred Units and Common Units (as applicable) into which such Series B E Preferred Unit (including all accumulated and unpaid distributions (whether or not earned or declared) with respect thereto) was convertible immediately prior to such date of final distribution (but no amount shall be paid in respect of the foregoing clause (ii) after the Fifteenth Anniversary Date) ifdistribution. If, upon any such voluntary or involuntary liquidation, dissolution or winding-up of the Partnership, the assets of the Partnership, or proceeds thereof, distributable among the holders of the Series B E Preferred Units are insufficient to pay in full the preferential amount aforesaid on the Series B E Preferred Units and liquidating payments on any other Units or partnership interests in the Partnership of any class or series ranking, as to payment of distributions and amounts upon the liquidation, dissolution or winding-up of the Partnership, on a parity with the Series B E Preferred Units, then such assets, or the proceeds thereof, shall be distributed among the holders of Series B E Preferred Units and any such other Units or partnership interests in the Partnership ratably in accordance with the respective amounts that would be payable on such Series B E Preferred Units and such other Units or partnership interests in the Partnership if all amounts payable thereon were paid in full. For the purposes of this Section 6, none of (i) a consolidation or merger of the Partnership with or into another entity, (ii) a merger of another entity with or into the Partnership or (iii) a sale, lease or conveyance of all or substantially all of the Partnership’s assets, properties or business shall be deemed to be a liquidation, dissolution or winding-up of the Partnership (unless all or substantially all of the proceeds thereof are distributed by the Partnership, in which case a liquidation, dissolution or winding-up of the Partnership shall be deemed to have occurred).

Liquidation Preference. (a) In the event of any voluntary or involuntary liquidation, dissolution or winding-winding up of the Partnership, whether voluntary or involuntary, before any payment or distribution of the assets of the Partnership (whether capital capital, surplus or surplusotherwise) shall be made to or set apart for the holders of Common Junior Partnership Units, the holders of Series A CRA Partnership Preferred Units shall be entitled to receive Five Hundred Thousand Dollars ($500,000.00) per Series A CRA Partnership Preferred Unit (the “Liquidation Preference”), plus an amount per Series A CRA Partnership Preferred Unit equal to all dividends (whether or any other partnership interests in the Partnership not declared or Units ranking junior earned) accumulated, accrued and unpaid on one share of Series A CRA Preferred Stock to the Series B Preferred Units as date of final distribution to the distribution of assets upon the liquidation, dissolution or winding-up of the Partnership, such holders; but such holders shall not be entitled to any further payment. Until the holders of the Series B A CRA Partnership Preferred Units shall, with respect to each such Unit, be entitled to receive, out of have been paid the assets of the Partnership available for distribution to Partners after payment or provision for payment of all debts and other liabilities of the Partnership, an amount equal to the greater of (i) $50.00Liquidation Preference in full, plus an amount equal to all distributions dividends (whether or not earned declared or declaredearned) accumulated, accrued and unpaid thereon on the Series A CRA Preferred Stock to the date of final distribution and (ii) the amount that a to such holders, no payment shall be made to any holder of such Series B Preferred Unit would have received Junior Partnership Units upon final distribution in respect of the number of Common Units into which such Series B Preferred Unit was convertible immediately prior to such date of final distribution (but no amount shall be paid in respect of the foregoing clause (ii) after the Fifteenth Anniversary Date) if, upon any such voluntary or involuntary liquidation, dissolution or winding-winding up of the Partnership. If, upon any liquidation, dissolution or winding up of the Partnership, the assets of the Partnership, or proceeds thereof, distributable among the holders of the Series B A CRA Partnership Preferred Units are shall be insufficient to pay in full the preferential amount aforesaid on the Series B Preferred Units and liquidating payments on any other Units or partnership interests in the Parity Partnership of any class or series ranking, as to payment of distributions and amounts upon the liquidation, dissolution or winding-up of the Partnership, on a parity with the Series B Preferred Units, then such assets, or the proceeds thereof, shall be distributed among the holders of Series B A CRA Partnership Preferred Units and any such other Parity Partnership Units or partnership interests ratably in the Partnership ratably in accordance with same proportion as the respective amounts that would be payable on such Series B A CRA Partnership Preferred Units and any such other Parity Partnership Units or partnership interests in the Partnership if all amounts payable thereon were paid in full. For the purposes of this Section 64, none of (i) a consolidation or merger of the Partnership with one or into another entitymore partnerships, or (ii) a merger of another entity with sale or into the Partnership or (iii) a sale, lease or conveyance transfer of all or substantially all of the Partnership’s assets, properties or business assets shall not be deemed to be a liquidation, dissolution or winding-up winding up, voluntary or involuntary, of the Partnership.

Liquidation Preference. (a) In the event of a. Upon any voluntary or involuntary liquidation, dissolution or winding-winding up of the Partnership, before any distribution or payment or distribution of the assets of the Partnership (whether capital or surplus) shall be made to or set apart for the holders of Common Units or any other partnership interests in the class or series of Partnership or Units ranking junior to the Series B Preferred Units ranking, as to the distribution of assets rights upon the any voluntary or involuntary liquidation, dissolution or winding-winding up of the Partnership, junior to the Series A Preferred Units, the holders of the Series B A Preferred Units shall, with respect to each such Unit, shall be entitled to receive, be paid out of the assets of the Partnership legally available for distribution to Partners its unitholders, after payment of or provision for payment of all the debts and other liabilities of the Partnership, an amount equal to the greater a liquidation preference of (i) $50.0025.00 per unit, plus an amount equal to all any accrued and unpaid distributions (whether or not earned or declared) accrued and unpaid thereon up to but excluding the date of final distribution and (ii) payment. In the amount that a holder of such Series B Preferred Unit would have received upon final distribution in respect of the number of Common Units into which such Series B Preferred Unit was convertible immediately prior to such date of final distribution (but no amount shall be paid in respect of the foregoing clause (ii) after the Fifteenth Anniversary Date) ifevent that, upon any such voluntary or involuntary liquidation, dissolution or winding-up of the Partnershipwinding up, the available assets of the PartnershipPartnership are insufficient to pay the full amount of the liquidating distributions on all outstanding Series A Preferred Units and the corresponding amounts payable on all other classes or series of Partnership Units ranking, or proceeds thereofas to liquidation rights, distributable among on parity with the Series A Preferred Units in the distribution of assets, then the holders of the Series B Preferred Units are insufficient to pay in full the preferential amount aforesaid on the Series B A Preferred Units and liquidating payments on any the holders of each such other Units or partnership interests in the Partnership of any class or series of Partnership Units ranking, as to payment of distributions and amounts rights upon the any voluntary or involuntary liquidation, dissolution or winding-up of the Partnershipwinding up, on a parity with the Series B A Preferred Units, then Units shall share ratably in any such assets, or distribution of assets in proportion to the proceeds thereof, shall full liquidating distributions to which they would otherwise be distributed among respectively entitled. After payment of the full amount of the liquidating distributions to which the holders of the Series B A Preferred Units and any such other Units or partnership interests in are entitled, the Partnership ratably in accordance with holders of the respective amounts that would be payable on such Series B A Preferred Units and such other Units will have no right or partnership interests in claim to any of the Partnership if all amounts payable thereon were paid in fullremaining assets of the Partnership. For the purposes of this Section 6, none of (i) a The consolidation or merger of the Partnership with or into another any other corporation, trust or entity, (ii) a merger of another entity with or into the Partnership or (iii) a voluntary sale, lease lease, transfer or conveyance of all or substantially all of the Partnership’s assets, properties property or business of the Partnership, shall not be deemed to be constitute a liquidation, dissolution or winding-winding up of the PartnershipPartnership within the meaning of this Section 4.

Liquidation Preference. (a) In the event of any voluntary or involuntary liquidation, dissolution or winding-winding up of the Partnership, whether voluntary or involuntary, before any payment or distribution of the assets of the Partnership (whether capital capital, surplus or surplusotherwise) shall be made to or set apart for the holders of Common Units or any other partnership interests in the Junior Partnership or Units ranking junior to the Series B Preferred Units as to the distribution of assets upon the liquidation, dissolution or winding-up of the PartnershipUnits, the holders of the Series B 10% Cumulative Redeemable Preferred Units shall, with respect to each such Unit, shall be entitled to receivereceive one thousand dollars ($1,000.00) per 10% Cumulative Redeemable Preferred Unit (the “Liquidation Preference”), out plus an amount per 10% Cumulative Redeemable Preferred Unit equal to all dividends (whether or not declared or earned) accumulated, accrued and unpaid on one share of 10% Cumulative Redeemable Preferred Stock to the date of final distribution to such holders; but such holders shall not be entitled to any further payment. Until the holders of the assets of 10% Cumulative Redeemable Preferred Units have been paid the Partnership available for distribution to Partners after payment or provision for payment of all debts and other liabilities of the Partnership, an amount equal to the greater of (i) $50.00Liquidation Preference in full, plus an amount equal to all distributions dividends (whether or not earned declared or declaredearned) accumulated, accrued and unpaid thereon on the 10% Cumulative Redeemable Preferred Stock to the date of final distribution and (ii) the amount that a to such holders, no payment shall be made to any holder of such Series B Preferred Unit would have received Junior Partnership Units upon final distribution in respect of the number of Common Units into which such Series B Preferred Unit was convertible immediately prior to such date of final distribution (but no amount shall be paid in respect of the foregoing clause (ii) after the Fifteenth Anniversary Date) if, upon any such voluntary or involuntary liquidation, dissolution or winding-winding up of the Partnership. If, upon any liquidation, dissolution or winding up of the Partnership, the assets of the Partnership, or proceeds thereof, distributable among the holders of the Series B 10% Cumulative Redeemable Preferred Units are shall be insufficient to pay in full the preferential amount aforesaid on the Series B Preferred Units and liquidating payments on any other Units or partnership interests in the Parity Partnership of any class or series ranking, as to payment of distributions and amounts upon the liquidation, dissolution or winding-up of the Partnership, on a parity with the Series B Preferred Units, then such assets, or the proceeds thereof, shall be distributed among the holders of Series B 10% Cumulative Redeemable Preferred Units and any such other Parity Partnership Units or partnership interests ratably in the Partnership ratably in accordance with same proportion as the respective amounts that would be payable on such Series B 10% Cumulative Redeemable Preferred Units and any such other Parity Partnership Units or partnership interests in the Partnership if all amounts payable thereon were paid in full. For the purposes of this Section 64, none of (i) a consolidation or merger of the Partnership with one or into another entitymore partnerships, or (ii) a merger of another entity with sale or into the Partnership or (iii) a sale, lease or conveyance transfer of all or substantially all of the Partnership’s assets, properties or business assets shall not be deemed to be a liquidation, dissolution or winding-up winding up, voluntary or involuntary, of the Partnership.

Liquidation Preference. (a) In the event of any voluntary or involuntary a liquidation, dissolution or winding-winding up of the PartnershipCorporation, before any payment whether voluntary or distribution of the assets of the Partnership (whether capital or surplus) shall be made to or set apart for the holders of Common Units or any other partnership interests in the Partnership or Units ranking junior to the Series B Preferred Units as to the distribution of assets upon the liquidation, dissolution or winding-up of the Partnershipinvoluntary, the holders of the then-outstanding shares of Series B A Preferred Units shall, with respect to each such Unit, Stock shall be entitled to receive, receive out of the assets of the Partnership available for distribution to Partners after payment Corporation, whether such assets are capital or provision for payment surplus of all debts and other liabilities of the Partnershipany nature, an amount per share equal to the greater of (A) the sum of (i) $50.00the Stated Value thereof and (ii) the dividends, plus an amount equal if any, accumulated or deemed to all distributions (whether or not earned or declared) accrued and unpaid have accumulated thereon to the date of final distribution to such holders, whether or not such dividends are declared, and (iiB) the amount that a holder would be payable to such holders if the holders had converted all outstanding shares of such Series B A Preferred Unit would have received upon final distribution in respect of the number Stock into shares of Common Units into which such Series B Preferred Unit was convertible Stock immediately prior to such date of final distribution (but no amount shall be paid in respect of the foregoing clause (ii) after the Fifteenth Anniversary Date) if, upon any such voluntary or involuntary liquidation, dissolution or winding-up winding up, and shall, after the holders of Common Stock have received an amount per share of Common Stock equal to the amount paid per share of Series A Preferred Stock, be entitled to participate on a pro rata basis with the holders of Common Stock. After any such payment in full, the holders of Series A Preferred Stock shall not, as such, be entitled to any further participation in any distribution of assets of the Partnership, Corporation. All the assets of the PartnershipCorporation available for distribution to stockholders after the liquidation preferences of any Senior Liquidation Securities shall be distributed ratably (in proportion to the full distributable amounts to which holders of Series A Preferred Stock and Parity Liquidation Securities, if any, are respectively entitled upon such dissolution, liquidation or proceeds thereof, distributable winding up) among the holders of the then-outstanding shares of Series B A Preferred Units Stock and Parity Liquidation Securities, if any, when such assets are insufficient not sufficient to pay in full the preferential amount aforesaid on the Series B Preferred Units and liquidating payments on any other Units or partnership interests in the Partnership of any class or series ranking, as to payment of distributions and amounts upon the liquidation, dissolution or winding-up of the Partnership, on a parity with the Series B Preferred Units, then such assets, or the proceeds thereof, shall be distributed among the holders of Series B Preferred Units and any such other Units or partnership interests in the Partnership ratably in accordance with the respective amounts that would be payable on such Series B Preferred Units and such other Units or partnership interests in the Partnership if all aggregate amounts payable thereon were paid in full. For the purposes of this Section 6, none of (i) a consolidation or merger of the Partnership with or into another entity, (ii) a merger of another entity with or into the Partnership or (iii) a sale, lease or conveyance of all or substantially all of the Partnership’s assets, properties or business shall be deemed to be a liquidation, dissolution or winding-up of the Partnershipthereon.

Liquidation Preference. (ad) In the event of any voluntary or involuntary liquidation, dissolution or winding-up of the Partnership, before any payment or distribution of the assets of the Partnership (whether capital or surplus) shall be made to or set apart for the holders of Common Units or any other partnership interests in the Partnership or Units ranking junior to the Series B F Preferred Units as to the distribution of assets upon the liquidation, dissolution or winding-up of the Partnership, the holders of the Series B F Preferred Units shall, with respect to each such Unit, be entitled to receive, out of the assets of the Partnership available for distribution to Partners after payment or provision for payment of all debts and other liabilities of the Partnership and subject to the rights of the holders of any series of Preferred Units ranking senior to or on parity with the Series F Preferred Units with respect to payment of amounts upon liquidation, dissolution or winding-up of the Partnership, an amount equal to the greater of (i) $50.001000, plus an amount equal to all distributions (whether or not earned or declared) accrued and unpaid thereon to the date of final distribution (including all accumulated and (ii) the amount that a holder of such Series B Preferred Unit would have received upon final distribution in respect of the number of Common Units into which such Series B Preferred Unit was convertible immediately prior to such date of final distribution (but no amount shall be paid in respect of the foregoing clause (ii) after the Fifteenth Anniversary Date) ifunpaid distributions). If, upon any such voluntary or involuntary liquidation, dissolution or winding-up of the Partnership, the assets of the Partnership, or proceeds thereof, distributable among the holders of the Series B F Preferred Units are insufficient to pay in full the preferential amount aforesaid on the Series B F Preferred Units and liquidating payments on any other Units or partnership interests in the Partnership of any class or series ranking, as to payment of distributions and amounts upon the liquidation, dissolution or winding-up of the Partnership, on a parity with the Series B F Preferred Units, then such assets, or the proceeds thereof, shall be distributed among the holders of Series B F Preferred Units and any such other Units or partnership interests in the Partnership ratably in accordance with the respective amounts that would be payable on such Series B F Preferred Units and such other Units or partnership interests in the Partnership if all amounts payable thereon were paid in full. For the purposes of this Section 6, none of (i) a consolidation or merger of the Partnership with or into another entity, (ii) a merger of another entity with or into the Partnership or (iii) a sale, lease or conveyance of all or substantially all of the Partnership’s assets, properties or business shall be deemed to be a liquidation, dissolution or winding-up of the Partnership (unless all or substantially all of the proceeds thereof are distributed by the Partnership, in which case a liquidation, dissolution or winding-up of the Partnership shall be deemed to have occurred).

Liquidation Preference. (a) In the event of any voluntary or involuntary liquidation, dissolution or winding-up of the Partnership, before any payment or distribution of the assets of the Partnership (whether capital or surplus) shall be made to or set apart for the holders of Common Units or any other partnership interests in the Partnership or Units ranking junior to the Series B D Preferred Units as to the distribution of assets upon the liquidation, dissolution or winding-up of the Partnership, the holders of the Series B D Preferred Units shall, with respect to each such Unit, be entitled to receive, out of the assets of the Partnership available for distribution to Partners after payment or provision for payment of all debts and other liabilities of the Partnership and subject to the rights of the holders of any series of Preferred Units ranking senior to or on parity with the Series D Preferred Units with respect to payment of amounts upon liquidation, dissolution or winding-up of the Partnership, an amount equal to the greater of (i) $50.0050, plus an amount equal to all distributions (whether or not earned or declared) accrued and unpaid thereon to the date of final distribution (including all accumulated and (ii) the amount that a holder of such Series B Preferred Unit would have received upon final distribution in respect of the number of Common Units into which such Series B Preferred Unit was convertible immediately prior to such date of final distribution (but no amount shall be paid in respect of the foregoing clause (ii) after the Fifteenth Anniversary Date) if, unpaid distributions). If upon any such voluntary or involuntary liquidation, dissolution or winding-up of the Partnership, the assets of the Partnership, or proceeds thereof, thereof distributable among the holders of the Series B D Preferred Units are insufficient to pay in full the preferential amount aforesaid on the Series B D Preferred Units and liquidating payments payment on any other Units or partnership interests in the Partnership of any class or series ranking, ranking as to payment of distributions and amounts upon the liquidation, dissolution or winding-up of the Partnership, on a parity with the Series B D Preferred Units, then such assets, or the proceeds thereof, shall be distributed among the holders of Series B D Preferred Units and any such other Units or partnership interests in the Partnership ratably in accordance with the respective amounts that would be payable on such Series B D Preferred Units and such other Units or partnership interests in the Partnership if all amounts payable thereon were paid in full. For the purposes of this Section 6, none of (i) a consolidation or merger of the Partnership with or into another entity, (ii) a merger of another entity with or into the Partnership or (iii) a sale, lease or conveyance of all or substantially all of the Partnership’s assets, properties or business shall be deemed to be a liquidation, dissolution or winding-up of the Partnership.

Liquidation Preference. (a) In the event of any voluntary or involuntary liquidation, dissolution or winding-up of the PartnershipCompany, before any payment or distribution of the assets of the Partnership (whether capital or surplus) each Holder shall be made to or set apart for the holders of Common Units or any other partnership interests in the Partnership or Units ranking junior to the Series B Preferred Units as to the distribution of assets upon the liquidation, dissolution or winding-up of the Partnership, the holders of the Series B Preferred Units shall, with respect to each such Unit, be entitled to receive, receive out of the assets of the Partnership Company available for distribution to Partners after payment or provision for payment of all debts and other liabilities stockholders of the PartnershipCompany, before any distribution of assets is made on the Common Stock or any other Junior Stock, an amount equal to the greater of (ia) $50.00the aggregate Accreted Liquidation Preference attributable to shares of Convertible Preferred Stock held by such Holder, subject to adjustment as provided in Section 15(a), plus an amount equal to the sum of all distributions accrued and unpaid dividends (whether or not earned or declared) accrued for the then-current dividend period, and unpaid thereon (b) the product of (i) the amount per share that would have been payable upon such liquidation, dissolution or winding-up to the date holders of final distribution shares of Common Stock or such other class or series of securities into which the Convertible Preferred Stock is then convertible (assuming the conversion of each share of Convertible Preferred Stock and without deduction for the Accreted Liquidation Preference otherwise payable pursuant to clause (a)), multiplied by (ii) the amount that a holder number of shares of Common Stock or such Series B other securities into which the shares of Convertible Preferred Unit would have received upon final distribution in respect Stock held by such Holder are then convertible. None of (A) the sale of all or substantially all of the number of Common Units into which such Series B Preferred Unit was convertible immediately prior to such date of final distribution (but no amount shall be paid in respect property or business of the foregoing clause Company (ii) after other than in connection with the Fifteenth Anniversary Date) if, upon any such voluntary or involuntary liquidation, dissolution or winding-up of the PartnershipCompany), (B) the assets merger, conversion or consolidation of the Partnership, Company into or proceeds thereof, distributable among the holders of the Series B Preferred Units are insufficient to pay in full the preferential amount aforesaid on the Series B Preferred Units and liquidating payments on with any other Units Person or partnership interests in (C) the Partnership merger, conversion or consolidation of any class other Person into or series rankingwith the Company, as to payment of distributions and amounts upon the shall constitute a voluntary or involuntary liquidation, dissolution or winding-up of the PartnershipCompany for the purposes of the immediately preceding paragraph. In the event the assets of the Company available for distribution to Holders upon any liquidation, on a parity with winding-up or dissolution of the Series B Preferred UnitsCompany, then such assets, whether voluntary or the proceeds thereofinvoluntary, shall be distributed among the holders of Series B Preferred Units and any such other Units or partnership interests insufficient to pay in the Partnership ratably in accordance with the respective amounts that would be payable on such Series B Preferred Units and such other Units or partnership interests in the Partnership if full all amounts payable thereon were paid in full. For the purposes of to which such Holders are entitled pursuant to this Section 63, none of (i) a consolidation or merger of the Partnership with or into another entity, (ii) a merger of another entity with or into the Partnership or (iii) a sale, lease or conveyance of all or substantially all of the Partnership’s assets, properties or business no such distribution shall be deemed to be a made on account of any shares of Parity Stock upon such liquidation, dissolution or winding-up unless proportionate distributable amounts shall be paid on account of the Partnershipshares of Convertible Preferred Stock, ratably, in proportion to the full distributable amounts for which Holders and holders of any Parity Stock are entitled upon such liquidation, winding-up or dissolution, with the amount allocable to each series of such stock determined on a pro rata basis of the aggregate liquidation preference of the outstanding shares of each series and accrued and unpaid dividends to which each series is entitled.

Liquidation Preference. (a) In the event of any voluntary or involuntary liquidation, dissolution or winding-winding up of the Partnership, whether voluntary or involuntary, before any payment or distribution of the assets of the Partnership (whether capital capital, surplus or surplusotherwise) shall be made to or set apart for the holders of Common Units or any other partnership interests in the Junior Partnership or Units ranking junior to the Series B Preferred Units as to the distribution of assets upon the liquidation, dissolution or winding-up of the PartnershipUnits, the holders of the Series B Class K Partnership Preferred Units shall, with respect to each such Unit, shall be entitled to receivereceive Twenty-Five Dollars ($25) per Class K Partnership Preferred Unit (the "Liquidation Preference"), out plus an amount per Class K Partnership Preferred Unit equal to all dividends (whether or not declared or earned) accumulated, accrued and unpaid on one share of Class K Preferred Stock to the date of final distribution to such holders; but such holders shall not be entitled to any further payment. Until the holders of the assets of Class K Partnership Preferred Units have been paid the Partnership available for distribution to Partners after payment or provision for payment of all debts and other liabilities of the Partnership, an amount equal to the greater of (i) $50.00Liquidation Preference in full, plus an amount equal to all distributions dividends (whether or not earned declared or declaredearned) accumulated, accrued and unpaid thereon on the Class K Preferred Stock to the date of final distribution and (ii) the amount that a to such holders, no payment shall be made to any holder of such Series B Preferred Unit would have received Junior Partnership Units upon final distribution in respect of the number of Common Units into which such Series B Preferred Unit was convertible immediately prior to such date of final distribution (but no amount shall be paid in respect of the foregoing clause (ii) after the Fifteenth Anniversary Date) if, upon any such voluntary or involuntary liquidation, dissolution or winding-winding up of the Partnership. If, upon any liquidation, dissolution or winding up of the Partnership, the assets of the Partnership, or proceeds thereof, distributable among the holders of the Series B Class K Partnership Preferred Units are shall be insufficient to pay in full the preferential amount aforesaid on the Series B Preferred Units and liquidating payments on any other Units or partnership interests in the Parity Partnership of any class or series ranking, as to payment of distributions and amounts upon the liquidation, dissolution or winding-up of the Partnership, on a parity with the Series B Preferred Units, then such assets, or the proceeds thereof, shall be distributed among the holders of Series B Class K Partnership Preferred Units and any such other Parity Partnership Units or partnership interests ratably in the Partnership ratably in accordance with same proportion as the respective amounts that would be payable on such Series B Class K Partnership Preferred Units and any such other Parity Partnership Units or partnership interests in the Partnership if all amounts payable thereon were paid in full. For the purposes of this Section 64, none of (i) a consolidation or merger of the Partnership with one or into another entitymore partnerships, (ii) a merger of another entity with sale or into the Partnership or (iii) a sale, lease or conveyance transfer of all or substantially all of the Partnership’s assets, properties 's assets or business (iii) a statutory share exchange shall not be deemed to be a liquidation, dissolution or winding-up winding up, voluntary or involuntary, of the Partnership.

Liquidation Preference. (a) A. In the event of any voluntary or involuntary liquidation, dissolution or winding-winding up of the affairs of the Partnership (a “Liquidation”), each of the holders of the then outstanding Series A Preferred Units shall be entitled to be paid out of the Partnership, ’s assets available for distribution to its Partners before any payment or distribution of the Partnership’s assets of the Partnership (whether capital or surplus) shall be made to or set apart for the holders of Common Junior Units or any other partnership interests in the Partnership or Units ranking junior to the Series B Preferred Units as to the distribution of assets upon the liquidation, dissolution or winding-up of the Partnership, the holders of the Series B Preferred Units shall, with respect to each such Unit, be entitled to receive, out of the assets of the Partnership available for distribution to Partners after payment or provision for payment of all debts and other liabilities of the Partnership, an amount in cash per Series A Preferred Unit equal to the greater of (i) $50.00the sum of (A) the Series A Liquidation Preference plus (B) all unpaid cumulated and accrued Distributions on such Series A Preferred Unit, plus and (ii) an amount equal to all distributions (whether or not earned or declared) accrued and unpaid thereon to the date of final distribution and (ii) the amount that a the holder of such Series B A Preferred Unit would have received upon final distribution in respect of the number of a Liquidation had such Series A Preferred Unit been converted into Common Units into which such Series B Preferred Unit was convertible immediately prior to such date Liquidation (such greater amount, the “Series A Liquidation Payment Amount”). If the Partnership’s assets available for distribution to the holders of final distribution (but no amount Series A Preferred Units and Parity Units shall be paid insufficient to permit payment in respect full to such holders of the foregoing clause (ii) after the Fifteenth Anniversary Date) ifsums which such holders are entitled to receive in a Liquidation, upon any such voluntary or involuntary liquidation, dissolution or winding-up then all of the Partnership, assets available for distribution to the holders of Series A Preferred Units and Parity Units shall be distributed among and paid to such holders ratably in proportion to the amounts that would be payable to such holders if such assets were sufficient to permit payment in full. After payment in full of the PartnershipSeries A Liquidation Payment Amount, or proceeds thereof, distributable among the holders of the Series B A Preferred Units are insufficient will not be entitled to pay any further participation in full the preferential amount aforesaid on the Series B Preferred Units and liquidating payments on any other Units or partnership interests in the Partnership distribution of any class or series ranking, as to payment of distributions and amounts upon the liquidation, dissolution or winding-up of the Partnership, on a parity with the Series B Preferred Units, then such assets, or the proceeds thereof, shall be distributed among the holders of Series B Preferred Units and any such other Units or partnership interests in the Partnership ratably in accordance with the respective amounts that would be payable on such Series B Preferred Units and such other Units or partnership interests in the Partnership if all amounts payable thereon were paid in full. For the purposes of this Section 6, none of (i) a consolidation or merger of the Partnership with or into another entity, (ii) a merger of another entity with or into the Partnership or (iii) a sale, lease or conveyance of all or substantially all of the Partnership’s assets, properties or business shall be deemed to be a liquidation, dissolution or winding-up of assets by the Partnership.

Liquidation Preference. (a) In the event of Upon any voluntary or involuntary liquidation, dissolution or winding-up of the affairs of the Partnership, before any distribution or payment or distribution of the assets of the Partnership (whether capital or surplus) shall be made to or set apart for the holders of Common Units or any other partnership interests in class or series of Partnership Units of the Partnership or Units ranking ranking, as to liquidation rights, junior to the Series B C Preferred Units as to the distribution of assets upon the liquidation, dissolution or winding-up of the PartnershipUnits, the holders of the Series B C Preferred Units shall, with respect to each such Unit, shall be entitled to receive, be paid out of the assets of the Partnership legally available for distribution to Partners after payment or provision for payment its partners a liquidation preference of all debts and other liabilities of the Partnership, an amount equal to the greater of (i) $50.0050.00 per unit, plus an amount equal to all any accrued and unpaid distributions to the date of payment (whether or not earned or declared) accrued and unpaid thereon to ). In the date of final distribution and (ii) the amount that a holder of such Series B Preferred Unit would have received upon final distribution in respect of the number of Common Units into which such Series B Preferred Unit was convertible immediately prior to such date of final distribution (but no amount shall be paid in respect of the foregoing clause (ii) after the Fifteenth Anniversary Date) ifevent that, upon any such voluntary or involuntary liquidation, dissolution or winding-up of the Partnershipup, the available assets of the Partnership, or proceeds thereof, distributable among the holders of the Series B Preferred Units Partnership are insufficient to pay in full the preferential amount aforesaid of the liquidating distributions on the all outstanding Series B C Preferred Units and liquidating payments the corresponding amounts payable on any all other classes or series of Partnership Units or partnership interests in of the Partnership of any class or series ranking, as to payment of distributions and amounts upon the liquidation, dissolution or winding-up of the Partnershipliquidation rights, on a parity with the Series B C Preferred Units in the distribution of assets, then the holders of the Series C Preferred Units and each such other class or series of Partnership Units ranking, as to liquidation rights, on a parity with the Series C Preferred Units, then including, without limitation, shall share ratably in any such assetsdistribution of assets in proportion to the full liquidating distributions to which they would otherwise be respectively entitled. Written notice of any such liquidation, dissolution or winding up of the proceeds thereofPartnership, stating the payment date or dates when, and the place or places where, the amounts distributable in such circumstances shall be payable, shall be distributed among given by first class mail, postage pre-paid, not less than thirty (30) nor more than sixty (60) days prior to the payment date stated therein, to each record holder of Series C Preferred Units at the respective addresses of such holders as the same shall appear on Exhibit A hereto. After payment of the full amount of the liquidating distributions to which they are entitled, the holders of Series B C Preferred Units and will have no right or claim to any such other Units or partnership interests in of the Partnership ratably in accordance with remaining assets of the respective amounts that would be payable on such Series B Preferred Units and such other Units or partnership interests in the Partnership if all amounts payable thereon were paid in fullPartnership. For the purposes of this Section 6, none of (i) a The consolidation or merger of the Partnership with or into another any other partnership, corporation or entity, (ii) a merger of another entity with or into the Partnership or (iii) a sale, lease lease, transfer or conveyance of all or substantially all of the Partnership’s assets, properties property or business of the Partnership, shall not be deemed to be constitute a liquidation, dissolution or winding-up of the affairs of the Partnership.

Liquidation Preference. (a) In the event of any voluntary or involuntary liquidation, dissolution or winding-up the holders ---------------------- of the Partnership, before any payment or distribution Series C Shares then outstanding shall be entitled to receive out of the assets of the Partnership (whether capital or surplus) shall be made to or set apart for Company, after distribution of all amounts due the holders of the Company's Series B Convertible Participating Preferred Stock ("Series B Preferred Stock"), but prior and in preference to any distribution of any of the assets or surplus funds of the Company to the holders of the Common Units Stock or any other partnership interests in class of shares of preferred stock of the Partnership or Units Company ranking junior to the Series B Preferred Units as C Shares with respect to payments upon Liquidation (such preferred stock hereinafter called "Junior Liquidation Stock"), and junior to any such distribution to the holders of any class of shares of the Company ranking senior to the Series C Shares in such respect, an amount equal to $2.00 per share plus any accrued and unpaid dividends thereon for each Series C Share (the "preferred amount"). Following any distribution of assets or surplus funds of the Company to the holders of any outstanding series of Junior Liquidation Stock, the remainder of any such assets or, surplus funds shall be distributed to the holders of the Common Stock and any other series of preferred stock entitled to participate in distributions of assets or surplus funds upon liquidation until each holder shall have received an amount per share equal to the preferred amount. Thereafter, any remaining assets or funds shall be distributed pro rata to the holders of the Common Stock, the holders of any other series of preferred stock having a right to participate, and the holders of the Series C Preferred Stock, counting Series C Shares on an as-if-converted basis. If upon the liquidationoccurrence of any Liquidation, dissolution or winding-up the assets and funds of the PartnershipCompany available for the distribution to its shareholders shall be insufficient to pay the holders of the Series C Shares the full preferred amount to which they shall be entitled, the holders of the Series B Preferred Units shall, with respect to each C Shares shall share ratably in any distribution of such Unit, be entitled to receive, out of the assets of the Partnership and surplus funds available for distribution to Partners after payment or provision for payment of all debts and other liabilities of the Partnership, an amount equal to the greater of (i) $50.00, plus an amount equal to all distributions (whether or not earned or declared) accrued and unpaid thereon Series C Shares in proportion to the date of final distribution and (ii) the amount that a holder of such Series B Preferred Unit would have received upon final distribution in respect of the number of Common Units into which such Series B Preferred Unit was convertible immediately prior to such date of final distribution (but no amount shall be paid in respect of the foregoing clause (ii) after the Fifteenth Anniversary Date) if, upon any such voluntary or involuntary liquidation, dissolution or winding-up of the Partnership, the assets of the Partnership, or proceeds thereof, distributable among the holders of the Series B Preferred Units are insufficient to pay in full the preferential amount aforesaid on the Series B Preferred Units and liquidating payments on any other Units or partnership interests in the Partnership of any class or series ranking, as to payment of distributions and amounts upon the liquidation, dissolution or winding-up of the Partnership, on a parity with the Series B Preferred Units, then such assets, or the proceeds thereof, shall be distributed among the holders of Series B Preferred Units and any such other Units or partnership interests in the Partnership ratably in accordance with the respective amounts that would be payable on such Series B Preferred Units and such other Units or partnership interests in the Partnership if all amounts payable thereon were paid in full. For the purposes of this Section 6, none of (i) a consolidation or merger of the Partnership with or into another entity, (ii) a merger of another entity with or into the Partnership or (iii) a sale, lease or conveyance of all or substantially all of the Partnership’s assets, properties or business shall be deemed to be a liquidation, dissolution or winding-up of the PartnershipC Shares held by them.

Liquidation Preference. (a) In the event of any voluntary or involuntary liquidation, dissolution or winding-winding up of the Partnership, whether voluntary or involuntary, before any payment or distribution of the assets of by the Partnership (whether capital of capital, surplus or surplusotherwise) shall be made to or set apart for the holders of Common Units or any other partnership interests in Junior Partnership Units, the holders of Class Eleven Partnership or Units ranking junior to the Series B Preferred Units as shall be entitled to receive, for each Class Eleven Partnership Preferred Unit, the Liquidation Preference thereof, plus all accumulated, accrued and unpaid distributions thereon, if any, to, but excluding, the date of final distribution to such holders; but such holders shall not be entitled to any further payment. Until the holders of assets the Class Eleven Partnership Preferred Units have been paid the Liquidation Preference in full, plus all accumulated, accrued and unpaid distributions thereon, if any, to, but excluding, the date of final distribution to such holders, no payment will be made to any holder of Junior Partnership Units upon the liquidation, dissolution or winding-winding up of the Partnership, the holders of the Series B Preferred Units shall, with respect to each such Unit, be entitled to receive, out of the assets of the Partnership available for distribution to Partners after payment or provision for payment of all debts and other liabilities of the Partnership, an amount equal to the greater of (i) $50.00, plus an amount equal to all distributions (whether or not earned or declared) accrued and unpaid thereon to the date of final distribution and (ii) the amount that a holder of such Series B Preferred Unit would have received upon final distribution in respect of the number of Common Units into which such Series B Preferred Unit was convertible immediately prior to such date of final distribution (but no amount shall be paid in respect of the foregoing clause (ii) after the Fifteenth Anniversary Date) if. If, upon any such voluntary or involuntary liquidation, dissolution or winding-winding up of the Partnership, the assets of the Partnership, or proceeds thereof, distributable legally available for distribution among the holders of the Series B Class Eleven Partnership Preferred Units are shall be insufficient to pay in full the preferential amount aforesaid on the Series B Preferred Units and liquidating payments on any other Units or partnership interests in the Partnership units of any class or series ranking, as to payment of distributions and amounts upon the liquidation, dissolution or winding-up of the Partnership, on a parity with the Series B Preferred Parity Partnership Units, then such assets, or the proceeds thereof, shall be distributed among the holders of Series B Class Eleven Partnership Preferred Units and any such other Parity Partnership Units or partnership interests ratably in the Partnership ratably in accordance with same proportion as the respective amounts that would be payable on such Series B Class Eleven Partnership Preferred Units and any such other Parity Partnership Units or partnership interests in the Partnership if all amounts payable thereon were paid in full. For the purposes of this Section 65, none of (i) a consolidation or merger of the Partnership with one or into another entitymore entities, (ii) a merger of another entity with sale or into the Partnership or (iii) a sale, lease or conveyance transfer of all or substantially all of the Partnership’s assets, properties or business and (iii) a statutory unit exchange shall not be deemed to be a liquidation, dissolution or winding-up winding up, voluntary or involuntary, of the Partnership.

Liquidation Preference. (a) In the event of any voluntary or involuntary liquidation, dissolution or winding-winding up of the Partnership, whether voluntary or involuntary, before any payment or distribution of the assets of the Partnership (whether capital capital, surplus or surplusotherwise) shall be made to or set apart for the holders of Common Units or any other partnership interests in the Junior Partnership or Units ranking junior to the Series B Preferred Units as to the distribution of assets upon the liquidation, dissolution or winding-up of the PartnershipUnits, the holders of the Series B Class Y Partnership Preferred Units shall, with respect to each such Unit, shall be entitled to receivereceive Twenty-Five Dollars ($25.00) per Class Y Partnership Preferred Unit (the “Liquidation Preference”), out plus an amount per Class Y Partnership Preferred Unit equal to all dividends (whether or not declared or earned) accumulated, accrued and unpaid on one share of Class Y Preferred Stock to the date of final distribution to such holders; but such holders shall not be entitled to any further payment. Until the holders of the assets of Class Y Partnership Preferred Units have been paid the Partnership available for distribution to Partners after payment or provision for payment of all debts and other liabilities of the Partnership, an amount equal to the greater of (i) $50.00Liquidation Preference in full, plus an amount equal to all distributions dividends (whether or not earned declared or declaredearned) accumulated, accrued and unpaid thereon on the Class Y Preferred Stock to the date of final distribution and (ii) the amount that a to such holders, no payment shall be made to any holder of such Series B Preferred Unit would have received Junior Partnership Units upon final distribution in respect of the number of Common Units into which such Series B Preferred Unit was convertible immediately prior to such date of final distribution (but no amount shall be paid in respect of the foregoing clause (ii) after the Fifteenth Anniversary Date) if, upon any such voluntary or involuntary liquidation, dissolution or winding-winding up of the Partnership. If, upon any liquidation, dissolution or winding up of the Partnership, the assets of the Partnership, or proceeds thereof, distributable among the holders of the Series B Class Y Partnership Preferred Units are shall be insufficient to pay in full the preferential amount aforesaid on the Series B Preferred Units and liquidating payments on any other Units or partnership interests in the Parity Partnership of any class or series ranking, as to payment of distributions and amounts upon the liquidation, dissolution or winding-up of the Partnership, on a parity with the Series B Preferred Units, then such assets, or the proceeds thereof, shall be distributed among the holders of Series B Class Y Partnership Preferred Units and any such other Parity Partnership Units or partnership interests ratably in the Partnership ratably in accordance with same proportion as the respective amounts that would be payable on such Series B Class Y Partnership Preferred Units and any such other Parity Partnership Units or partnership interests in the Partnership if all amounts payable thereon were paid in full. For the purposes of this Section 64, none of (i) a consolidation or merger of the Partnership with one or into another entitymore partnerships, or (ii) a merger of another entity with sale or into the Partnership or (iii) a sale, lease or conveyance transfer of all or substantially all of the Partnership’s assets, properties or business assets shall not be deemed to be a liquidation, dissolution or winding-up winding up, voluntary or involuntary, of the Partnership.

Liquidation Preference. (a) In the event of Upon any voluntary or involuntary liquidation, dissolution or winding-winding up of the PartnershipCorporation, before any payment or distribution of by the assets of the Partnership (whether capital or surplus) Corporation shall be made to or set apart for the holders of Common Units or any other partnership interests in the Partnership or Units ranking junior to the Series B Preferred Units as to the distribution shares of assets upon the liquidation, dissolution or winding-up of the PartnershipJunior Stock, the holders of shares of the Series B 1 Preferred Units shall, with respect to each such Unit, Stock shall be entitled to receive, be paid out of the assets of the Partnership Corporation that are legally available for distribution to Partners after payment or provision for payment of all debts and other liabilities of the Partnershipstockholders, an amount a liquidation preference equal to the greater of Stated Value per share (i) $50.00the "Liquidation Preference"), plus an amount equal to all distributions accumulated, accrued and unpaid dividends (whether or not declared) to and including the date of payment. Until the holders of the Series 1 Preferred Stock have been paid the Liquidation Preference in full, plus an amount equal to all accumulated, accrued and unpaid dividends (whether or not earned or declared) accrued and unpaid thereon to the date of final distribution and (ii) the amount that a to such holders, no payment will be made to any holder of such Series B Preferred Unit would have received Junior Stock upon final distribution in respect the liquidation, dissolution or winding up of the number of Common Units into which such Series B Preferred Unit was convertible immediately prior to such date of final distribution (but no amount shall be paid in respect of Corporation. If upon the foregoing clause (ii) after the Fifteenth Anniversary Date) if, upon any such voluntary or involuntary liquidation, dissolution or winding-winding up of the PartnershipCorporation, the available assets of the PartnershipCorporation, or proceeds thereof, distributable among the holders of the Series B 1 Preferred Units are Stock shall be insufficient to pay in full the preferential amount aforesaid on above described Liquidation Preference and the Series B Preferred Units and liquidating payments on any other Units or partnership interests in the Partnership shares of any class or series ranking, as to payment of distributions and amounts upon the liquidation, dissolution or winding-up of the Partnership, on a parity with the Series B Preferred UnitsParity Stock, then such assets, or the proceeds thereof, shall be distributed among the holders of the Series B 1 Preferred Units Stock and any such other Units or partnership interests Parity Stock ratably in the Partnership ratably in accordance with same proportion as the respective amounts that would be payable on such Series B 1 Preferred Units Stock and any such other Units or partnership interests in the Partnership Parity Stock if all amounts payable thereon were paid in full. For the purposes of this Section 6, none of (i) a consolidation or merger After payment of the Partnership with or into another entity, (ii) a merger of another entity with or into the Partnership or (iii) a sale, lease or conveyance of all or substantially all full amount of the Partnership’s assetsLiquidation Preference to which they are entitled, properties or business shall be deemed to be a liquidation, dissolution or winding-up the holders of the PartnershipSeries 1 Preferred Stock shall have no right or claim to any of the remaining assets of the Corporation.

Liquidation Preference. (a) In the event of Upon any voluntary or involuntary liquidation, dissolution or winding-winding up of the PartnershipCorporation, before any payment or distribution of by the assets of the Partnership (whether capital or surplus) Corporation shall be made to or set apart for the holders of Common Units or any other partnership interests in the Partnership or Units ranking junior to the Series B Preferred Units as to the distribution shares of assets upon the liquidation, dissolution or winding-up of the PartnershipJunior Stock, the holders of shares of the Series B A Preferred Units shall, with respect to each such Unit, Stock shall be entitled to receive, be paid out of the assets of the Partnership Corporation that are legally available for distribution to Partners after payment or provision for payment of all debts and other liabilities of the Partnershipstockholders, an amount a liquidation preference equal to the greater of Stated Value per share (i) $50.00the "Liquidation Preference"), plus an amount equal to all distributions accumulated, accrued and unpaid dividends (whether or not declared) to and including the date of payment. Until the holders of the Series A Preferred Stock have been paid the Liquidation Preference in full, plus an amount equal to all accumulated, accrued and unpaid dividends (whether or not earned or declared) accrued and unpaid thereon to the date of final distribution and (ii) the amount that a to such holders, no payment will be made to any holder of such Series B Preferred Unit would have received Junior Stock upon final distribution in respect the liquidation, dissolution or winding up of the number of Common Units into which such Series B Preferred Unit was convertible immediately prior to such date of final distribution (but no amount shall be paid in respect of Corporation. If upon the foregoing clause (ii) after the Fifteenth Anniversary Date) if, upon any such voluntary or involuntary liquidation, dissolution or winding-winding up of the PartnershipCorporation, the available assets of the PartnershipCorporation, or proceeds thereof, distributable among the holders of the Series B A Preferred Units are Stock shall be insufficient to pay in full the preferential amount aforesaid on above described Liquidation Preference and the Series B Preferred Units and liquidating payments on any other Units or partnership interests in the Partnership shares of any class or series ranking, as to payment of distributions and amounts upon the liquidation, dissolution or winding-up of the Partnership, on a parity with the Series B Preferred UnitsParity Stock, then such assets, or the proceeds thereof, shall be distributed among the holders of the Series B A Preferred Units Stock and any such other Units or partnership interests Parity Stock ratably in the Partnership ratably in accordance with same proportion as the respective amounts that would be payable on such Series B A Preferred Units Stock and any such other Units or partnership interests in the Partnership Parity Stock if all amounts payable thereon were paid in full. For the purposes of this Section 6, none of (i) a consolidation or merger After payment of the Partnership with or into another entity, (ii) a merger of another entity with or into the Partnership or (iii) a sale, lease or conveyance of all or substantially all full amount of the Partnership’s assetsLiquidation Preference to which they are entitled, properties or business shall be deemed to be a liquidation, dissolution or winding-up the holders of the PartnershipSeries A Preferred Stock shall have no right or claim to any of the remaining assets of the Corporation.

Liquidation Preference. (aA) In the event of any voluntary or involuntary liquidation, dissolution or winding-winding up of the Partnership, whether voluntary or involuntary, before any payment or distribution of the assets of the Partnership (whether capital or surplus) shall be made to or set apart for the holders of Common Units or any other partnership interests in the Partnership or Units ranking junior to the Series B Preferred Units as to the distribution of assets upon the liquidation, dissolution or winding-up of the PartnershipJunior Units, the holders General Partner, in its capacity as holder of the Series B E Preferred Units shallUnits, with respect to each such Unit, shall be entitled to receive, out of receive Thirty-Six Dollars and Fifty Cents ($36.50) (the assets of the Partnership available for distribution to Partners after payment or provision for payment of all debts and other liabilities of the Partnership, an amount equal to the greater of (i"Series E Liquidation Preference") $50.00, per Series E Preferred Unit plus an amount equal to all distributions (whether or not earned or declared) accrued and unpaid thereon to the date of final distribution and to the General Partner, in its capacity as such holder; but the General Partner, in its capacity as the holder of Series E Preferred Units, shall not be entitled to any further payment; provided that the distribution payable with respect to the Distribution Period containing the date of final distribution shall be equal to the greater of (i) the distribution provided in clause (a) of the first sentence of Section 2(A) or (ii) the amount that a holder of such Series B Preferred Unit would have received upon final distribution in respect determined pursuant to clause (b) of the number first sentence of Common Units into which such Series B Preferred Unit was convertible immediately prior to such date of final distribution (but no amount shall be paid in respect of Section 2(A) for the foregoing clause (ii) after the Fifteenth Anniversary Date) ifpreceding Distribution Period. If, upon any such voluntary or involuntary liquidation, dissolution or winding-winding up of the Partnership, the assets of the Partnership, or proceeds thereof, distributable among to the holders General Partner, in its capacity as the holder of the Series B E Preferred Units are Units, shall be insufficient to pay in full the preferential amount aforesaid on the Series B Preferred Units and liquidating payments on any other Units or partnership interests in the Partnership of any class or series ranking, as to payment of distributions and amounts upon the liquidation, dissolution or winding-up of the Partnership, on a parity with the Series B Preferred Parity Units, then such assets, or the proceeds thereof, shall be distributed among the General Partner, in its capacity as the holder of such Series E Preferred Units, and the holders of Series B Preferred Units and any such other Parity Units or partnership interests in the Partnership ratably in accordance with the respective amounts that would be payable on such Series B E Preferred Units and such other Parity Units or partnership interests in the Partnership if all amounts payable thereon were paid in full. For the purposes of this Section 63, none of (ix) a consolidation or merger of the Partnership with one or into another entitymore partnerships, limited liability companies, corporations, real estate investment trusts or other entities and (ii) a merger of another entity with or into the Partnership or (iiiy) a sale, lease or conveyance of all or substantially all of the Partnership’s assets, properties 's property or business shall not be deemed to be a liquidation, dissolution or winding-up winding up, voluntary or involuntary, of the Partnership.

Liquidation Preference. (a) In the event of any voluntary or involuntary liquidation, dissolution or winding-winding up of the PartnershipPartnership or the Company, whether voluntary or involuntary, before any payment or distribution of the assets of the Partnership (whether capital or surplus) shall be made to or set apart for the holders of Common Units or any other partnership interests in the Partnership or Units ranking junior to the Series B Preferred Units as to the distribution of assets upon the liquidation, dissolution or winding-up of the PartnershipJunior Units, the holders Company, in its capacity as the holder of the Series B A Preferred Units shallUnits, with respect to each such Unit, shall be entitled to receive, out of receive Twenty-Five Dollars ($25.00) per Series A Preferred Unit (the assets of the Partnership available for distribution to Partners after payment or provision for payment of all debts and other liabilities of the Partnership, an amount equal to the greater of (i“Series A Liquidation Preference”) $50.00, plus an amount equal to all distributions (whether or not earned or declared) accrued and unpaid thereon to the date of final distribution and (ii) to the amount that a Company, in its capacity as such holder; but the Company, in its capacity as the holder of such Series B A Preferred Unit would have received upon final distribution in respect of the number of Common Units into which such Series B Preferred Unit was convertible immediately prior Units, shall not be entitled to such date of final distribution (but no amount shall be paid in respect of the foregoing clause (ii) after the Fifteenth Anniversary Date) ifany further payment. If, upon any such voluntary or involuntary liquidation, dissolution or winding-winding up of the PartnershipPartnership or the Company, the assets of the Partnership, or proceeds thereof, distributable among to the holders Company, in its capacity as the holder of the Series B A Preferred Units are Units, shall be insufficient to pay in full the preferential amount aforesaid on the Series B Preferred Units and liquidating payments on any other Units or partnership interests in the Partnership of any class or series ranking, as to payment of distributions and amounts upon the liquidation, dissolution or winding-up of the Partnership, on a parity with the Series B Parity Preferred Units, then such assets, or the proceeds thereof, shall be distributed among the Company, in its capacity as the holder of such Series A Preferred Units, and the holders of Series B Preferred Units and any such other Parity Preferred Units or partnership interests in the Partnership ratably in accordance with the respective amounts that would be payable on such Series B A Preferred Units and any such other Parity Preferred Units or partnership interests in the Partnership if all amounts payable thereon were paid in full. For the purposes of this Section 616.3, none of (i) a consolidation or merger of the Partnership or the Company with one or into another entitymore entities, (ii) a merger of another entity with or into statutory share exchange by the Partnership or the Company and (iii) a sale, lease sale or conveyance transfer of all or substantially all of the Partnership’s or the Company’s assets, properties or business shall not be deemed to be a liquidation, dissolution or winding-up winding up, voluntary or involuntary, of the PartnershipPartnership or Company.

Liquidation Preference. (a) In the event of any voluntary or involuntary liquidation, dissolution or winding-winding up of the Partnership, whether voluntary or involuntary, before any payment or distribution of the assets of the Partnership (whether capital or surplus) shall be made to or set apart for the holders of Common Units or any other partnership interests in the Partnership or Units ranking junior to the Series B Preferred Units as to the distribution of assets upon the liquidation, dissolution or winding-up of the PartnershipJunior Units, the holders of the Series B A Cumulative Convertible Preferred Units shall, with respect to each such Unit, shall be entitled to receive, out of the assets of the Partnership available for distribution to Partners after payment or provision for payment of all debts and other liabilities of the Partnership, an amount equal to the greater of receive twenty-five Dollars (i$25.00) $50.00, per Series A Cumulative Convertible Preferred Unit plus an amount equal to all distributions (whether or not earned or declared) accrued and unpaid thereon to the date of final distribution and (ii) the amount that a holder of such Series B Preferred Unit would have received upon final distribution in respect of the number of Common Units into which such Series B Preferred Unit was convertible immediately prior to such date of final distribution (holders, but no amount such holders shall not be paid in respect of the foregoing clause (ii) after the Fifteenth Anniversary Date) ifentitled to any further payment. If, upon any such voluntary or involuntary liquidation, dissolution or winding-winding up of the Partnership, the assets of the Partnership, or proceeds thereof, distributable among the holders of the Series B A Cumulative Convertible Preferred Units are shall be insufficient to pay in full the preferential amount aforesaid on the Series B Preferred Units and liquidating payments on any other Units or partnership interests in the Partnership of any class or series ranking, as to payment of distributions and amounts upon the liquidation, dissolution or winding-up of the Partnership, on a parity with the Series B Preferred Parity Units, then such assets, or the proceeds thereof, shall be distributed among the holders of the Series B A Cumulative Convertible Preferred Units and any such other Parity Units or partnership interests in the Partnership ratably in accordance with the respective amounts that would be payable on such Series B A Cumulative Convertible Preferred Units and any such other Parity Units or partnership interests in the Partnership if all amounts payable thereon were paid in full. For the purposes of this Section 63.3, none of (i) a consolidation or merger of the Partnership with one or into another entitymore Persons, (ii) a merger of another entity with sale or into the Partnership or (iii) a sale, lease or conveyance transfer of all or substantially all of the assets of the Partnership’s assets, properties or business (iii) a statutory exchange of units shall not be deemed to be a liquidation, dissolution or winding-up winding up, voluntary or involuntary, of the Partnership.

Liquidation Preference. (a1) In the event of any voluntary or involuntary liquidation, dissolution or winding-winding up of the Partnership, whether voluntary or involuntary, subject to the rights of holders of Parity Preferred Units and subject to the prior preferences and other rights of any series of Partnership Units ranking senior to the Series D Preferred Units upon liquidation, distribution or winding up of the Partnership, before any payment or distribution of the assets of the Partnership (whether capital or surplus) shall be made to or set apart for the holders of Common Units or any other partnership interests in the Partnership or Units ranking junior to the Series B Preferred Units as to the distribution of assets upon the liquidation, dissolution or winding-up of the PartnershipJunior Units, the holders of the Series B D Preferred Units shall, with respect to each such Unit, shall be entitled to receive, out of receive Twenty Six Dollars and Fifty Cents ($26.50) (the assets of the Partnership available for distribution to Partners after payment or provision for payment of all debts and other liabilities of the Partnership, an amount equal to the greater of (i"Liquidation Preference") $50.00, per Series D Preferred Unit plus an amount equal to all distributions (whether or not earned or declared) accrued and unpaid thereon to the date of final distribution and to such holders; but such holders shall not be entitled to any further payment; provided, that the -------- distribution payable with respect to the Distribution Period containing the date of final distribution shall be equal to the greater of (i) the distribution provided in Section 4.02(f)(iii)(1)(i) or (ii) the amount that a holder of such Series B Preferred Unit would have received upon final distribution in respect of determined pursuant to Section 4.02(f)(iii)(1)(ii) for the number of Common Units into which such Series B Preferred Unit was convertible immediately prior to such date of final distribution (but no amount shall be paid in respect of the foregoing clause (ii) after the Fifteenth Anniversary Date) ifpreceding Distribution Period. If, upon any such voluntary or involuntary liquidation, dissolution or winding-winding up of the Partnership, the assets of the Partnership, or proceeds thereof, distributable among the holders of the Series B D Preferred Units are shall be insufficient to pay in full the preferential amount aforesaid on the Series B Preferred Units and liquidating payments on any other Units or partnership interests in the Partnership shares of any class or series ranking, as to payment of distributions and amounts upon the liquidation, dissolution or winding-up of the Partnership, on a parity with the Series B Parity Preferred Units, then such assets, or the proceeds thereof, shall be distributed among the holders of Series B D Preferred Units and any such other Parity Preferred Units or partnership interests in the Partnership ratably in accordance with the respective amounts that would be payable on such Series B D Preferred Units and any such other Parity Preferred Units or partnership interests in the Partnership if all amounts payable thereon were paid in full. For the purposes of this Section 64.02(f)(iv), none of (i) a consolidation or merger of the Partnership with one or into another entitymore partnerships, corporations, real estate investment trusts or other entities or (ii) a merger of another entity with or into the Partnership or (iii) a sale, lease or conveyance of all or substantially all of the Partnership’s assets, properties 's property or business shall not be deemed to be a liquidation, dissolution or winding-up winding up, voluntary or involuntary, of the Partnership.

Liquidation Preference. (a) In the event of any voluntary or involuntary liquidation, dissolution or winding-winding up of the Partnership, whether voluntary or involuntary, before any payment or distribution of the assets of the Partnership (whether capital capital, surplus or surplusotherwise) shall be made to or set apart for the holders of Common Units or any other partnership interests in the Junior Partnership or Units ranking junior to the Series B Preferred Units as to the distribution of assets upon the liquidation, dissolution or winding-up of the PartnershipUnits, the holders of the Series B Class W Partnership Preferred Units shall, with respect to each such Unit, shall be entitled to receivereceive Fifty-Two Dollars and Fifty Cents ($52.50) per Class W Partnership Preferred Unit (the “Liquidation Preference”), out plus an amount per Class W Partnership Preferred Unit equal to all dividends (whether or not declared or earned) accumulated, accrued and unpaid on one share of Class W Preferred Stock to the date of final distribution to such holders; but such holders shall not be entitled to any further payment. Until the holders of the assets of Class W Partnership Preferred Units have been paid the Partnership available for distribution to Partners after payment or provision for payment of all debts and other liabilities of the Partnership, an amount equal to the greater of (i) $50.00Liquidation Preference in full, plus an amount equal to all distributions dividends (whether or not earned declared or declaredearned) accumulated, accrued and unpaid thereon on the Class W Preferred Stock to the date of final distribution and (ii) the amount that a to such holders, no payment shall be made to any holder of such Series B Preferred Unit would have received Junior Partnership Units upon final distribution in respect of the number of Common Units into which such Series B Preferred Unit was convertible immediately prior to such date of final distribution (but no amount shall be paid in respect of the foregoing clause (ii) after the Fifteenth Anniversary Date) if, upon any such voluntary or involuntary liquidation, dissolution or winding-winding up of the Partnership. If, upon any liquidation, dissolution or winding up of the Partnership, the assets of the Partnership, or proceeds thereof, distributable among the holders of the Series B Class W Partnership Preferred Units are shall be insufficient to pay in full the preferential amount aforesaid on the Series B Preferred Units and liquidating payments on any other Units or partnership interests in the Parity Partnership of any class or series ranking, as to payment of distributions and amounts upon the liquidation, dissolution or winding-up of the Partnership, on a parity with the Series B Preferred Units, then such assets, or the proceeds thereof, shall be distributed among the holders of Series B Class W Partnership Preferred Units and any such other Parity Partnership Units or partnership interests ratably in the Partnership ratably in accordance with same proportion as the respective amounts that would be payable on such Series B Class W Partnership Preferred Units and any such other Parity Partnership Units or partnership interests in the Partnership if all amounts payable thereon were paid in full. For the purposes of this Section 64, none of (i) a consolidation or merger of the Partnership with one or into another entitymore partnerships, or (ii) a merger of another entity with sale or into the Partnership or (iii) a sale, lease or conveyance transfer of all or substantially all of the Partnership’s assets, properties or business assets shall not be deemed to be a liquidation, dissolution or winding-up winding up, voluntary or involuntary, of the Partnership.

Liquidation Preference. (a) In the event of any voluntary or involuntary The Series G Preferred Units shall rank, as to liquidation, dissolution or winding-winding up of the Partnership, before prior to Class A Units and Class B Units and any payment or distribution other class of the assets Partnership Units of the Partnership (whether capital or surplus) shall be made to or set apart for the holders of Common Units or any other partnership interests in the Partnership or Units ranking junior to the Series B G Preferred Units as to the distribution of assets rights upon the liquidation, dissolution or winding-winding up of the Partnership, so that in the event of any liquidation, dissolution or winding up of the Partnership, whether voluntary or involuntary, the holders of the Series B G Preferred Units shall, with respect to each such Unit, shall be entitled to receive, receive out of the assets of the Partnership available for distribution to Partners after payment holders of Partnership Units, whether from capital, surplus or provision for payment earnings, before any distribution is made to holders of all debts and Class A Units, Class B Units or any other liabilities of the Partnershipsuch junior Partnership Units, an amount equal to the greater of Series G Preferred Unit Issue Price (ithe “Liquidation Preference”) $50.00, plus an amount equal to all distributions (whether or not earned or declared) accrued and accumulated and unpaid thereon on the Series G Preferred Units to the date of final distribution and (ii) the amount that a holder of such Series B Preferred Unit would have received upon final distribution in respect distribution. The holders of the number Series G Preferred Units will not be entitled to receive the Liquidation Preference until the liquidation preference of Common any other class of Partnership Units into which such Series B Preferred Unit was convertible immediately prior to such date of final distribution (but no amount shall be paid in respect of the foregoing clause (ii) after Partnership ranking senior to the Fifteenth Anniversary Date) if, Series G Preferred Units as to rights upon any such voluntary or involuntary liquidation, dissolution or winding-winding up shall have been paid (or a sum set aside therefore sufficient to provide for payment) in full. After payment of the full amount of the Liquidation Preference and such distributions, the holders of Series G Preferred Units will not be entitled to any further participation in any distribution of assets by the Partnership. If, upon any liquidation, dissolution or winding up of the Partnership, the assets of the Partnership, or proceeds thereof, distributable among the holders of the Series B G Parity Preferred Units are shall be insufficient to pay in full the preferential amount aforesaid on the Series B Preferred Units and liquidating payments on any other Units or partnership interests in the Partnership of any class or series ranking, as to payment of distributions and amounts upon the liquidation, dissolution or winding-up of the Partnership, on a parity with the Series B Preferred Unitsaforesaid, then such assets, or the proceeds thereof, shall be distributed distributable among the such holders of Series B Preferred Units and any such other Units or partnership interests in the Partnership ratably in accordance with the respective amounts that which would be payable on such Series B Preferred Units and such other Units or partnership interests in the Partnership units if all amounts payable thereon were paid in full. For the purposes of this Section 6hereof, none of (i) neither a consolidation or merger of the Partnership with or into another any other partnership, limited liability company, corporation or any other entity, (ii) nor a merger of another any other partnership, limited liability company, corporation or any other entity with or into the Partnership Partnership, nor a sale or (iii) a sale, lease or conveyance transfer of all or substantially all any part of the Partnership’s assets, properties Partnership assets for cash or business securities shall be deemed to be considered a liquidation, dissolution or winding-winding up of the Partnership.

Liquidation Preference. (a) In the event of Upon any voluntary or involuntary liquidation, dissolution or winding-winding up of the affairs of the Partnership, before any distribution or payment or distribution of the assets of the Partnership (whether capital or surplus) shall be made to or set apart for the holders of Common Units or any other partnership interests in class or series of Partnership Interest of the Partnership ranking, as to rights upon liquidation, dissolution or Units ranking winding up of the affairs of the Partnership, junior to the Series B D Preferred Units as to the distribution of assets upon the liquidation, dissolution or winding-up of the PartnershipUnits, the holders of the Series B D Preferred Units shall, with respect to each such Unit, shall be entitled to receive, be paid out of the assets of the Partnership legally available for distribution to Partners after payment or provision for payment its partners a liquidation preference of all debts and other liabilities of the Partnership, an amount equal to the greater of (i) $50.0025.00 per unit, plus an amount equal to all distributions any accrued and unpaid dividends (whether or not earned authorized or declared) accrued to and unpaid thereon to including the date of final distribution and (ii) the amount that a holder of such Series B Preferred Unit would have received upon final distribution in respect of the number of Common Units into which such Series B Preferred Unit was convertible immediately prior to such date of final distribution (payment, but no amount shall be paid in respect of the foregoing clause (ii) after the Fifteenth Anniversary Date) ifwithout interest. If, upon any such voluntary or involuntary liquidation, dissolution or winding-up of the Partnershipwinding up, the available assets of the PartnershipPartnership are insufficient to pay the full amount of the liquidating distributions on all outstanding Series D Preferred Units and the corresponding amounts payable on all Parity Preferred Units, or proceeds thereof, distributable among the holders of the Series B Preferred Units are insufficient to pay in full the preferential amount aforesaid on the Series B D Preferred Units and liquidating payments on any other Units or partnership interests in the Partnership each such holder of any class Parity Preferred Units shall share ratably in any such distribution of assets in proportion to the full liquidating distributions to which they would otherwise be respectively entitled. Written notice of any such voluntary or series ranking, as to payment of distributions and amounts upon the involuntary liquidation, dissolution or winding-winding up of the affairs of the Partnership, on a parity with stating the Series B Preferred Unitspayment date or dates when, then and the place or places where, the amounts distributable in such assets, or the proceeds thereofcircumstances shall be payable, shall be distributed among given by first-class mail, postage pre-paid, not less than 30 nor more than 60 days prior to the payment date stated therein, to each record holder of Series D Preferred Units at the respective addresses of such holders as the same shall appear on the ownership records of the Partnership. After payment of the full amount of the liquidating distributions to which they are entitled, the holders of Series B D Preferred Units and shall have no right or claim to any such other Units or partnership interests in of the Partnership ratably in accordance with remaining assets of the respective amounts that would be payable on such Series B Preferred Units and such other Units or partnership interests in the Partnership if all amounts payable thereon were paid in fullPartnership. For the purposes of this Section 6, none of (i) a The consolidation or merger of the Partnership with or into another any other corporation, trust or other entity, (ii) a merger of another entity with or into the Partnership or (iii) a voluntary sale, lease lease, transfer or conveyance of all or substantially all of the Partnership’s assets, properties property or business of the Partnership, shall not be deemed to be constitute a liquidation, dissolution or winding-winding up of the affairs of the Partnership.

Liquidation Preference. (ai) In the event of any voluntary or involuntary liquidation, dissolution or winding-winding up of the PartnershipCompany or CLNS, whether voluntary or involuntary, before any payment or distribution of the assets of the Partnership (whether capital or surplus) Company shall be made to or set apart for the holders of Common Units or any other partnership interests Company Junior Units, CLNS, in its capacity as the Partnership or Units ranking junior to the Series B Preferred Units as to the distribution of assets upon the liquidation, dissolution or winding-up of the Partnership, the holders holder of the Series B C Company Preferred Units shallUnits, with respect to each such Unit, shall be entitled to receive, out of receive Twenty-Five Dollars ($25.00) per Series C Company Preferred Unit (the assets of the Partnership available for distribution to Partners after payment or provision for payment of all debts and other liabilities of the Partnership, an amount equal to the greater of (i“Series C Liquidation Preference”) $50.00, plus an amount equal to all distributions (whether or not earned or declared) accrued and unpaid thereon to the date of final distribution and (ii) to CLNS, in its capacity as such holder; but CLNS, in its capacity as the amount that a holder of such Series B C Company Preferred Unit would have received upon final distribution in respect of the number of Common Units into which such Series B Preferred Unit was convertible immediately prior Units, shall not be entitled to such date of final distribution (but no amount shall be paid in respect of the foregoing clause (ii) after the Fifteenth Anniversary Date) ifany further payment. If, upon any such voluntary or involuntary liquidation, dissolution or winding-winding up of the PartnershipCompany or CLNS, the assets of the PartnershipCompany, or proceeds thereof, distributable among to CLNS, in its capacity as the holders holder of the Series B C Company Preferred Units are Units, shall be insufficient to pay in full the preferential amount aforesaid on the Series B Preferred Units and liquidating payments on any other Units or partnership interests in the Partnership of any class or series ranking, as to payment of distributions and amounts upon the liquidation, dissolution or winding-up units of the Partnership, Company ranking on a parity with the Series B C Company Preferred UnitsUnits as to such distribution, then such assets, or the proceeds thereof, shall be distributed among CLNS, in its capacity as the holder of such Series C Company Preferred Units, and the holders of Series B Preferred Units and any such other Units or partnership interests in the Partnership units ratably in accordance with the respective amounts that would be payable on such Series B C Company Preferred Units and any such other Units or partnership interests in the Partnership units if all amounts payable thereon were paid in full. For the purposes of this Section 6C, none of (ix) a consolidation or merger of the Partnership Company or CLNS with one or into another entitymore entities, (iiy) a merger of another entity with statutory share exchange by the Company or into the Partnership or CLNS and (iiiz) a sale, lease sale or conveyance transfer of all or substantially all of the PartnershipCompany’s or CLNS’s assets, properties or business shall not be deemed to be a liquidation, dissolution or winding-up winding up, voluntary or involuntary, of the PartnershipCompany or CLNS.

Liquidation Preference. (a) In the event of any voluntary or involuntary liquidation, dissolution or winding-winding up of the Partnership, whether voluntary or involuntary, before any payment or distribution of the assets of the Partnership (whether capital capital, surplus or surplusotherwise) shall be made to or set apart for the holders of Common Units or any other partnership interests in the Junior Partnership or Units ranking junior to the Series B Preferred Units as to the distribution of assets upon the liquidation, dissolution or winding-up of the PartnershipUnits, the holders of the Series B Class V Partnership Preferred Units shall, with respect to each such Unit, shall be entitled to receivereceive Twenty-Five Dollars ($25.00) per Class V Partnership Preferred Unit (the "Liquidation Preference"), out plus an amount per Class V Partnership Preferred Unit equal to all dividends (whether or not declared or earned) accumulated, accrued and unpaid on one share of Class V Preferred Stock to the date of final distribution to such holders; but such holders shall not be entitled to any further payment. Until the holders of the assets of Class V Partnership Preferred Units have been paid the Partnership available for distribution to Partners after payment or provision for payment of all debts and other liabilities of the Partnership, an amount equal to the greater of (i) $50.00Liquidation Preference in full, plus an amount equal to all distributions dividends (whether or not earned declared or declaredearned) accumulated, accrued and unpaid thereon on the Class V Preferred Stock to the date of final distribution and (ii) the amount that a to such holders, no payment shall be made to any holder of such Series B Preferred Unit would have received Junior Partnership Units upon final distribution in respect of the number of Common Units into which such Series B Preferred Unit was convertible immediately prior to such date of final distribution (but no amount shall be paid in respect of the foregoing clause (ii) after the Fifteenth Anniversary Date) if, upon any such voluntary or involuntary liquidation, dissolution or winding-winding up of the Partnership. If, upon any liquidation, dissolution or winding up of the Partnership, the assets of the Partnership, or proceeds thereof, distributable among the holders of the Series B Class V Partnership Preferred Units are shall be insufficient to pay in full the preferential amount aforesaid on the Series B Preferred Units and liquidating payments on any other Units or partnership interests in the Parity Partnership of any class or series ranking, as to payment of distributions and amounts upon the liquidation, dissolution or winding-up of the Partnership, on a parity with the Series B Preferred Units, then such assets, or the proceeds thereof, shall be distributed among the holders of Series B Class V Partnership Preferred Units and any such other Parity Partnership Units or partnership interests ratably in the Partnership ratably in accordance with same proportion as the respective amounts that would be payable on such Series B Class V Partnership Preferred Units and any such other Parity Partnership Units or partnership interests in the Partnership if all amounts payable thereon were paid in full. For the purposes of this Section 64, none of (i) a consolidation or merger of the Partnership with one or into another entitymore partnerships, or (ii) a merger of another entity with sale or into the Partnership or (iii) a sale, lease or conveyance transfer of all or substantially all of the Partnership’s assets, properties or business 's assets shall not be deemed to be a liquidation, dissolution or winding-up winding up, voluntary or involuntary, of the Partnership.

Liquidation Preference. (ai) In the event of any voluntary or involuntary liquidation, dissolution or winding-winding up of the PartnershipPartnership or the General Partner, whether voluntary or involuntary, before any payment or distribution of the assets of the Partnership (whether capital or surplus) shall be made to or set apart for the holders of Common Units or any other partnership interests in the Partnership or Units ranking junior to the Series B Preferred Units as to the distribution of assets upon the liquidation, dissolution or winding-up of the PartnershipJunior Units, the holders General Partner, in its capacity as the holder of the Series B F Preferred Units shallUnits, with respect to each such Unit, shall be entitled to receive, out of receive Twenty-Five Dollars ($25.00) per Series F Preferred Unit (the assets of the Partnership available for distribution to Partners after payment or provision for payment of all debts and other liabilities of the Partnership, an amount equal to the greater of (i"Liquidation Preference") $50.00, plus an amount equal to all distributions (whether or not earned or declared) accrued and unpaid thereon to the date of final distribution and (ii) to the amount that a General Partner, in its capacity as such holder; but the General Partner, in its capacity as the holder of such Series B F Preferred Unit would have received upon final distribution in respect of the number of Common Units into which such Series B Preferred Unit was convertible immediately prior Units, shall not be entitled to such date of final distribution (but no amount shall be paid in respect of the foregoing clause (ii) after the Fifteenth Anniversary Date) ifany further payment. If, upon any such voluntary or involuntary liquidation, dissolution or winding-winding up of the PartnershipPartnership or the General Partner, the assets of the Partnership, or proceeds thereof, distributable among to the holders General Partner, in its capacity as the holder of the Series B F Preferred Units are Units, shall be insufficient to pay in full the preferential amount aforesaid on the Series B Preferred Units and liquidating payments on any other Units or partnership interests in the Partnership of any class or series ranking, as to payment of distributions and amounts upon the liquidation, dissolution or winding-up of the Partnership, on a parity with the Series B Preferred Parity Units, then such assets, or the proceeds thereof, shall be distributed among the General Partner, in its capacity as the holder of such Series F Preferred Units, and the holders of Series B Preferred Units and any such other Parity Units or partnership interests in the Partnership ratably in accordance with the respective amounts that would be payable on such Series B F Preferred Units and any such other Parity Units or partnership interests in the Partnership if all amounts payable thereon were paid in full. For the purposes of this Section 6C, none of (i) a consolidation or merger of the Partnership or the General Partner with one or into another entitymore entities, (ii) a merger of another entity with or into statutory share exchange by the Partnership or the General Partner and (iii) a sale, lease sale or conveyance transfer of all or substantially all of the Partnership’s 's or the General Partner's assets, properties or business shall not be deemed to be a liquidation, dissolution or winding-up winding up, voluntary or involuntary, of the PartnershipPartnership or General Partner.

Liquidation Preference. (a) In the event of any voluntary or involuntary liquidation, dissolution or winding-winding up of the Partnership, whether voluntary or involuntary, before any payment or distribution of the assets of the Partnership (whether capital capital, surplus or surplusotherwise) shall be made to or set apart for the holders of Common Units or any other partnership interests in the Junior Partnership or Units ranking junior to the Series B Preferred Units as to the distribution of assets upon the liquidation, dissolution or winding-up of the PartnershipUnits, the holders of the Series B Class S Partnership Preferred Units shall, with respect to each such Unit, shall be entitled to receivereceive Twenty-Five Dollars ($25.00) per Class S Partnership Preferred Unit (the "Liquidation Preference"), out plus an amount per Class S Partnership Preferred Unit equal to all dividends (whether or not declared or earned) accumulated, accrued and unpaid on one share of Class S Preferred Stock to the date of final distribution to such holders; but such holders shall not be entitled to any further payment. Until the holders of the assets of Class S Partnership Preferred Units have been paid the Partnership available for distribution to Partners after payment or provision for payment of all debts and other liabilities of the Partnership, an amount equal to the greater of (i) $50.00Liquidation Preference in full, plus an amount equal to all distributions dividends (whether or not earned declared or declaredearned) accumulated, accrued and unpaid thereon on the Class S Preferred Stock to the date of final distribution and (ii) the amount that a to such holders, no payment shall be made to any holder of such Series B Preferred Unit would have received Junior Partnership Units upon final distribution in respect of the number of Common Units into which such Series B Preferred Unit was convertible immediately prior to such date of final distribution (but no amount shall be paid in respect of the foregoing clause (ii) after the Fifteenth Anniversary Date) if, upon any such voluntary or involuntary liquidation, dissolution or winding-winding up of the Partnership. If, upon any liquidation, dissolution or winding up of the Partnership, the assets of the Partnership, or proceeds thereof, distributable among the holders of the Series B Class S Partnership Preferred Units are shall be insufficient to pay in full the preferential amount aforesaid on the Series B Preferred Units and liquidating payments on any other Units or partnership interests in the Parity Partnership of any class or series ranking, as to payment of distributions and amounts upon the liquidation, dissolution or winding-up of the Partnership, on a parity with the Series B Preferred Units, then such assets, or the proceeds thereof, shall be distributed among the holders of Series B Class S Partnership Preferred Units and any such other Parity Partnership Units or partnership interests ratably in the Partnership ratably in accordance with same proportion as the respective amounts that would be payable on such Series B Class S Partnership Preferred Units and any such other Parity Partnership Units or partnership interests in the Partnership if all amounts payable thereon were paid in full. For the purposes of this Section 64, none of (i) a consolidation or merger of the Partnership with one or into another entitymore partnerships, or (ii) a merger of another entity with sale or into the Partnership or (iii) a sale, lease or conveyance transfer of all or substantially all of the Partnership’s assets, properties or business 's assets shall not be deemed to be a liquidation, dissolution or winding-up winding up, voluntary or involuntary, of the Partnership.

Liquidation Preference. (a) In the event of any voluntary or involuntary liquidation, dissolution or winding-winding up of the Partnership, whether voluntary or involuntary, before any payment or distribution of the assets of the Partnership (whether capital capital, surplus or surplusotherwise) shall be made under Section 13.2.A(3) to or set apart for the holders any classes of Common Units or any other partnership interests ownership interest in the Partnership or Units ranking that are junior in priority to the Series B C Preferred Units as to the distribution of assets upon the liquidation, dissolution or winding-up of the PartnershipPartnership Units, the holders of the Series B C Preferred Partnership Units shall, with respect to each such Unit, shall be entitled to receive, out of a preference (the assets of the Partnership available for distribution to Partners after payment or provision for payment of all debts and other liabilities of the Partnership, an amount “Liquidation Preference”) equal to the greater sum of (i) $50.002,500 per Series C Preferred Partnership Unit, plus (ii) an amount per Series C Preferred Partnership Unit equal to all distributions (whether or not earned or declared) any accrued and unpaid thereon dividends on one Series C Preferred Share to the date of final distribution and (ii) distribution. Until the amount that a holder of such Liquidation Preference with respect to the Series B C Preferred Unit would have received upon final distribution Partnership Units has been paid in respect of the number of Common Units into which such Series B Preferred Unit was convertible immediately prior to such date of final distribution (but full, no amount payment shall be paid made under Section 13.2.A(3) with respect to any classes of ownership interest in respect of the foregoing clause (ii) after Partnership that are junior in priority to the Fifteenth Anniversary Date) ifSeries C Preferred Partnership Units. If, upon any such voluntary or involuntary liquidation, dissolution or winding-winding up of the Partnership, the assets of the Partnership, or proceeds thereof, distributable among the holders of with respect to the Series B C Preferred Partnership Units are shall be insufficient to pay in full the preferential amount aforesaid on the Series B Preferred Units Liquidation Preference and liquidating payments on any other Units or partnership ownership interests in the Partnership of any class or series ranking, as to payment of distributions and amounts upon the liquidation, dissolution or winding-up of the Partnership, that are on a parity with the Series B C Preferred Partnership Units, then such assets, or the proceeds thereof, shall be distributed among the holders of Series B C Preferred Partnership Units and any such other Units or partnership ownership interests in the Partnership on the same parity as the Series C Preferred Partnership Units, ratably in accordance with the same proportion as the respective amounts that would be payable on such Series B C Preferred Partnership Units and any such other Units or partnership ownership interests in the Partnership on the same parity if all amounts payable thereon were paid in full. After payment in full of the Liquidation Preference, the Series C Preferred Partnership Units shall have no right or claim to any of the remaining assets of the Partnership. For the purposes of this Section 64, none of (i) a consolidation or merger of the Partnership with one or into another entitymore partnerships, or (ii) a merger of another entity with sale or into the Partnership or (iii) a sale, lease or conveyance transfer of all or substantially all of the Partnership’s assets, properties or business assets shall not be deemed to be a liquidation, dissolution or winding-up winding up, voluntary or involuntary, of the Partnership.

Liquidation Preference. (a) In the event of any voluntary or involuntary liquidation, dissolution or winding-winding up of the Partnership, whether voluntary or involuntary, before any payment or distribution of the assets of the Partnership (whether capital capital, surplus or surplusotherwise) shall be made to or set apart for the holders of Common Units or any other partnership interests in the Junior Partnership or Units ranking junior to the Series B Preferred Units as to the distribution of assets upon the liquidation, dissolution or winding-up of the PartnershipUnits, the holders of the Series B Class U Partnership Preferred Units shall, with respect to each such Unit, shall be entitled to receivereceive Twenty-Five Dollars ($25.00) per Class U Partnership Preferred Unit (the “Liquidation Preference”), out plus an amount per Class U Partnership Preferred Unit equal to all dividends (whether or not declared or earned) accumulated, accrued and unpaid on one share of Class U Preferred Stock to the date of final distribution to such holders; but such holders shall not be entitled to any further payment. Until the holders of the assets of Class U Partnership Preferred Units have been paid the Partnership available for distribution to Partners after payment or provision for payment of all debts and other liabilities of the Partnership, an amount equal to the greater of (i) $50.00Liquidation Preference in full, plus an amount equal to all distributions dividends (whether or not earned declared or declaredearned) accumulated, accrued and unpaid thereon on the Class U Preferred Stock to the date of final distribution and (ii) the amount that a to such holders, no payment shall be made to any holder of such Series B Preferred Unit would have received Junior Partnership Units upon final distribution in respect of the number of Common Units into which such Series B Preferred Unit was convertible immediately prior to such date of final distribution (but no amount shall be paid in respect of the foregoing clause (ii) after the Fifteenth Anniversary Date) if, upon any such voluntary or involuntary liquidation, dissolution or winding-winding up of the Partnership. If, upon any liquidation, dissolution or winding up of the Partnership, the assets of the Partnership, or proceeds thereof, distributable among the holders of the Series B Class U Partnership Preferred Units are shall be insufficient to pay in full the preferential amount aforesaid on the Series B Preferred Units and liquidating payments on any other Units or partnership interests in the Parity Partnership of any class or series ranking, as to payment of distributions and amounts upon the liquidation, dissolution or winding-up of the Partnership, on a parity with the Series B Preferred Units, then such assets, or the proceeds thereof, shall be distributed among the holders of Series B Class U Partnership Preferred Units and any such other Parity Partnership Units or partnership interests ratably in the Partnership ratably in accordance with same proportion as the respective amounts that would be payable on such Series B Class U Partnership Preferred Units and any such other Parity Partnership Units or partnership interests in the Partnership if all amounts payable thereon were paid in full. For the purposes of this Section 64, none of (i) a consolidation or merger of the Partnership with one or into another entitymore partnerships, or (ii) a merger of another entity with sale or into the Partnership or (iii) a sale, lease or conveyance transfer of all or substantially all of the Partnership’s assets, properties or business assets shall not be deemed to be a liquidation, dissolution or winding-up winding up, voluntary or involuntary, of the Partnership.

Liquidation Preference. (a) In Upon the event occurrence of any voluntary or involuntary liquidation, dissolution or winding-up of the Partnership, before any payment or distribution of the assets of the Partnership (whether capital or surplus) shall be made to or set apart for the holders of Common Units or any other partnership interests in the Partnership or Units ranking junior to the Series B Preferred Units as to the distribution of assets upon the liquidation, dissolution or winding-up of the PartnershipLiquidation Event, the holders of the Series B Preferred Units shall, with respect to each such Unit, (other than Paid Preferred Units) then outstanding shall be entitled to receive, receive out of the assets of the Partnership Company legally available for distribution to Partners after its Members before any payment shall be made to the holders of any Common Units or provision for payment of all debts and any other liabilities security of the Partnership, an amount equal Company junior to the greater of Preferred Units (with respect to rights upon a Liquidation Event, (i) $50.00, plus an amount equal to all distributions the Preferred Units (whether or not earned or declaredother than the Paid Preferred Units) accrued and unpaid thereon shall rank senior to the date of final distribution Common Units and (ii) the Paid Preferred Units will rank pari passu with the Common Units), a cash distribution in an amount that per Preferred Unit (other than a holder Paid Preferred Unit) equal to the sum of (x) the Unreturned Original Cost of such Series B Preferred Unit would have received upon final distribution in respect plus (y) the aggregate amount of the number of Common Units into which all accrued and unpaid Preferred Return on such Series B Preferred Unit was convertible immediately prior to such through the date of final distribution that has not been added to the Cumulated Preferred Return less (but no z) the aggregate amount shall be paid in of all distributions made pursuant to Section 6.3(a) with respect to income allocated pursuant to clause 2 and 3 of Section 6.2(a)(iii)(A)(first) (the foregoing clause (ii) after the Fifteenth Anniversary Date) if"Preferred Liquidation Preference"). If, upon any such voluntary or involuntary liquidation, dissolution or winding-up of the PartnershipLiquidation Event, the assets of the Partnership, or proceeds thereof, distributable among Company available for distribution to its Members shall be insufficient to pay the holders of the Series B Preferred Units are insufficient to pay in full the preferential amount aforesaid on the Series B Preferred Units and liquidating payments on any (other Units or partnership interests in the Partnership of any class or series ranking, as to payment of distributions and amounts upon the liquidation, dissolution or winding-up of the Partnership, on a parity with the Series B than Paid Preferred Units, then such assets, or ) the proceeds thereof, full Preferred Liquidation Preference to which they respectively shall be distributed among entitled, the holders of Series B such Preferred Units and any such other Units or partnership interests in the Partnership shall share ratably in accordance with any distribution of assets according to the respective amounts that which would be payable on with respect to such Series B Preferred Units and held by them upon such other Units or partnership interests in the Partnership distribution if all amounts payable thereon on or with respect to said Preferred Units were paid in full. For Upon the purposes of this Section 6, none of (i) a consolidation or merger payment of the Partnership with or into another entity, (ii) a merger of another entity with or into the Partnership or (iii) a sale, lease or conveyance of full Preferred Liquidation Preference to which all or substantially all of the Partnership’s assets, properties or business Preferred Units shall be deemed entitled, each Preferred Unit shall thereafter share ratably with the Common Units in any further distribution of assets pursuant to be a liquidation, dissolution or winding-up of the PartnershipSection 6.3.

Liquidation Preference. (a) In the event of any voluntary or involuntary liquidation, dissolution or winding-winding up of the Partnership, whether voluntary or involuntary, subject to the prior preferences and other rights of any series of Partnership Units ranking senior to the Series A Preferred Units of Beneficial Interest upon liquidation, distribution or winding up of the Partnership, before any payment or distribution of the assets of the Partnership (whether capital or surplus) shall be made to or set apart for the holders of Common Units or any other partnership interests in the Partnership or Units ranking junior to the Series B Preferred Units as to the distribution of assets upon the liquidation, dissolution or winding-up of the PartnershipJunior Units, the holders of the Series B A Preferred Units shall, with respect to each such Unit, shall be entitled to receive, out of receive Twenty Six Dollars and Fifty Cents ($26.50) (the assets of the Partnership available for distribution to Partners after payment or provision for payment of all debts and other liabilities of the Partnership, an amount equal to the greater of (i"Liquidation Preference") $50.00, per Series A Preferred Units plus an amount equal to all distributions (whether or not earned or declared) accrued and unpaid thereon to the date of final distribution and to such holders; but such holders shall not be entitled to any further payment; provided, that the distribution payable with respect to the Distribution Period -------- containing the date of final distribution shall be equal to the greater of (i) the distribution provided in Section 3(a)(i) or (ii) the amount that a holder of such Series B Preferred Unit would have received upon final distribution in respect of determined pursuant to Section 3(a)(ii) for the number of Common Units into which such Series B Preferred Unit was convertible immediately prior to such date of final distribution (but no amount shall be paid in respect of the foregoing clause (ii) after the Fifteenth Anniversary Date) ifpreceding Distribution Period. If, upon any such voluntary or involuntary liquidation, dissolution or winding-winding up of the Partnership, the assets of the Partnership, or proceeds thereof, distributable among the holders of the Series B A Preferred Units are shall be insufficient to pay in full the preferential amount aforesaid on the Series B Preferred Units and liquidating payments on any other Units or partnership interests in the Partnership shares of any class or series ranking, as to payment of distributions and amounts upon the liquidation, dissolution or winding-up of the Partnership, on a parity with the Series B Preferred Parity Units, then such assets, or the proceeds thereof, shall be distributed among the holders of Series B A Preferred Units and any such other Parity Units or partnership interests in the Partnership ratably in accordance with the respective amounts that would be payable on such Series B A Preferred Units and any such other Parity Units or partnership interests in the Partnership if all amounts payable thereon were paid in full. For the purposes of this Section 64, none of (i) a consolidation or merger of the Partnership with one or into another entitymore partnerships, corporations, real estate investment trusts or other entities or (ii) a merger of another entity with or into the Partnership or (iii) a sale, lease or conveyance of all or substantially all of the Partnership’s assets, properties 's property or business shall not be deemed to be a liquidation, dissolution or winding-up winding up, voluntary or involuntary, of the Partnership.

Liquidation Preference. (ai) In the event of any voluntary or involuntary liquidation, dissolution or winding-winding up of the PartnershipPartnership or the General Partner, whether voluntary or involuntary, before any payment or distribution of the assets of the Partnership (whether capital or surplus) shall be made to or set apart for the holders of Common Units or any other partnership interests in the Partnership or Units ranking junior to the Series B Preferred Units as to the distribution of assets upon the liquidation, dissolution or winding-up of the PartnershipJunior Units, the holders General Partner, in its capacity as the holder of the Series B I Preferred Units shallUnits, with respect to each such Unit, shall be entitled to receive, out of receive Twenty-Five Dollars ($25.00) per Series I Preferred Unit (the assets of the Partnership available for distribution to Partners after payment or provision for payment of all debts and other liabilities of the Partnership, an amount equal to the greater of (i"Liquidation Preference") $50.00, plus an amount equal to all distributions (whether or not earned or declared) accrued and unpaid thereon to the date of final distribution and (ii) to the amount that a General Partner, in its capacity as such holder; but the General Partner, in its capacity as the holder of such Series B I Preferred Unit would have received upon final distribution in respect of the number of Common Units into which such Series B Preferred Unit was convertible immediately prior Units, shall not be entitled to such date of final distribution (but no amount shall be paid in respect of the foregoing clause (ii) after the Fifteenth Anniversary Date) ifany further payment. If, upon any such voluntary or involuntary liquidation, dissolution or winding-winding up of the PartnershipPartnership or the General Partner, the assets of the Partnership, or proceeds thereof, distributable among to the holders General Partner, in its capacity as the holder of the Series B I Preferred Units are Units, shall be insufficient to pay in full the preferential amount aforesaid on the Series B Preferred Units and liquidating payments on any other Units or partnership interests in the Partnership of any class or series ranking, as to payment of distributions and amounts upon the liquidation, dissolution or winding-up of the Partnership, on a parity with the Series B Preferred Parity Units, then such assets, or the proceeds thereof, shall be distributed among the General Partner, in its capacity as the holder of such Series I Preferred Units, and the holders of Series B Preferred Units and any such other Parity Units or partnership interests in the Partnership ratably in accordance with the respective amounts that would be payable on such Series B I Preferred Units and any such other Parity Units or partnership interests in the Partnership if all amounts payable thereon were paid in full. For the purposes of this Section 6C, none of (i) a consolidation or merger of the Partnership or the General Partner with one or into another entitymore entities, (ii) a merger of another entity with or into statutory share exchange by the Partnership or the General Partner and (iii) a sale, lease sale or conveyance transfer of all or substantially all of the Partnership’s 's or the General Partner's assets, properties or business shall not be deemed to be a liquidation, dissolution or winding-up winding up, voluntary or involuntary, of the PartnershipPartnership or General Partner.

Liquidation Preference. (a) In the event of any voluntary or involuntary liquidation, dissolution or winding-winding up of the Partnership, whether voluntary or involuntary, subject to the prior preferences and other rights of any series of Partnership Interest ranking senior to the Series B Preferred Units upon liquidation, distribution or winding up of the Partnership, before any payment or distribution of the assets of the Partnership (whether capital or surplus) shall be made to or set apart for the holders Holders of Common Units or any other partnership interests in the Partnership or Units ranking junior to the Series B Preferred Units as to the distribution of assets upon the liquidation, dissolution or winding-up of the PartnershipJunior Units, the holders of the Series B Preferred Units shall, with respect to each such Unit, shall be entitled to receive, out of receive Twenty-Five Dollars ($25.00) (the assets of the Partnership available for distribution to Partners after payment or provision for payment of all debts and other liabilities of the Partnership, an amount equal to the greater of (i“Series B Liquidation Preference”) $50.00, per Series B Preferred Unit plus an amount equal to all distributions (whether or not earned or declared) accrued and unpaid thereon to the date of final distribution and (ii) the amount that a holder of such Series B Preferred Unit would have received upon final distribution in respect of the number of Common Units into which such Series B Preferred Unit was convertible immediately prior to such date of final distribution (Holders; but no amount such Holders shall not be paid in respect of the foregoing clause (ii) after the Fifteenth Anniversary Date) ifentitled to any further payment. If, upon any such voluntary or involuntary liquidation, dissolution or winding-winding up of the Partnership, the assets of the Partnership, or proceeds thereof, distributable among the holders Holders of the Series B Preferred Units are shall be insufficient to pay in full the preferential amount aforesaid on the Series B Preferred Units and liquidating payments on any other Units or partnership interests in the Partnership of any class or series ranking, as to payment of distributions and amounts upon the liquidation, dissolution or winding-up of the Partnership, on a parity with the Series B Preferred Parity Units, then such assets, or the proceeds thereof, shall be distributed among the holders Holders of Series B Preferred Units and any such other Series B Parity Units or partnership interests in the Partnership ratably in accordance with the respective amounts that would be payable on such Series B Preferred Units and any such other Series B Parity Units or partnership interests in the Partnership if all amounts payable thereon were paid in full. For the purposes of this Section 65, none of (i) a consolidation or merger of the Partnership with one or into another entitymore partnerships, corporations, real estate investment trusts or other entities, (ii) a merger of another entity with or into the Partnership or (iii) a sale, lease or conveyance of all or substantially all of the Partnership’s assets, properties property or business or (iii) a statutory share exchange shall not be deemed to be a liquidation, dissolution or winding-up winding up, voluntary or involuntary, of the Partnership.

Liquidation Preference. (a) In the event of any voluntary or involuntary liquidation, dissolution or winding-winding up of the Partnership, whether voluntary or involuntary, before any payment or distribution of the assets of the Partnership (whether capital capital, surplus or surplusotherwise) shall be made to or set apart for the holders of Common Units or any other partnership interests in Junior Partnership Units, the holders of Class Eleven Partnership or Units ranking junior to the Series B Preferred Units shall be entitled to receive the Liquidation Preference for each Class Eleven Partnership Preferred Unit as of the date of final distribution to such holders; but such holders shall not be entitled to any further payment. Until the distribution holders of assets the Class Eleven Partnership Preferred Units have been paid their aggregate Liquidation Preference in full, no payment shall be made to any holder of Junior Partnership Units upon the liquidation, dissolution or winding-winding up of the Partnership, the holders of the Series B Preferred Units shall, with respect to each such Unit, be entitled to receive, out of the assets of the Partnership available for distribution to Partners after payment or provision for payment of all debts and other liabilities of the Partnership, an amount equal to the greater of (i) $50.00, plus an amount equal to all distributions (whether or not earned or declared) accrued and unpaid thereon to the date of final distribution and (ii) the amount that a holder of such Series B Preferred Unit would have received upon final distribution in respect of the number of Common Units into which such Series B Preferred Unit was convertible immediately prior to such date of final distribution (but no amount shall be paid in respect of the foregoing clause (ii) after the Fifteenth Anniversary Date) if. If, upon any such voluntary or involuntary liquidation, dissolution or winding-winding up of the Partnership, the assets of the Partnership, or proceeds thereof, distributable among the holders of the Series B Class Eleven Partnership Preferred Units are shall be insufficient to pay in full the preferential amount aforesaid on the Series B Preferred Units and liquidating payments on any other Units or partnership interests in the Parity Partnership of any class or series ranking, as to payment of distributions and amounts upon the liquidation, dissolution or winding-up of the Partnership, on a parity with the Series B Preferred Units, then such assets, or the proceeds thereof, shall be distributed among the holders of Series B Class Eleven Partnership Preferred Units and any such other Parity Partnership Units or partnership interests ratably in the Partnership ratably in accordance with same proportion as the respective amounts that would be payable on such Series B Class Eleven Partnership Preferred Units and any such other Parity Partnership Units or partnership interests in the Partnership if all amounts payable thereon were paid in full. For the purposes of this Section 64, none of (i) a consolidation or merger of the Partnership with one or into another entitymore partnerships, (ii) or a merger of another entity with sale or into the Partnership or (iii) a sale, lease or conveyance transfer of all or substantially all of the Partnership’s 's assets, properties or business shall not be deemed to be a liquidation, dissolution or winding-up winding up, voluntary or involuntary, of the Partnership.

Liquidation Preference. (a) In the event of Upon any voluntary or involuntary liquidation, dissolution or winding-up of the affairs of the Partnership, before any distribution or payment or distribution of the assets of the Partnership (whether capital or surplus) shall be made to or set apart for the holders of Common Units or any other partnership interests in class or series of Partnership Units of the Partnership or Units ranking ranking, as to liquidation rights, junior to the Series B C Preferred Units as to the distribution of assets upon the liquidation, dissolution or winding-up of the PartnershipUnits, the holders of the Series B C Preferred Units shall, with respect to each such Unit, shall be entitled to receive, be paid out of the assets of the Partnership legally available for distribution to Partners after payment or provision for payment its partners a liquidation preference of all debts and other liabilities of the Partnership, an amount equal to the greater of (i) $50.0050.00 per unit, plus an amount equal to all any accrued and unpaid distributions to the date of payment (whether or not earned or declared) accrued and unpaid thereon to ). In the date of final distribution and (ii) the amount that a holder of such Series B Preferred Unit would have received upon final distribution in respect of the number of Common Units into which such Series B Preferred Unit was convertible immediately prior to such date of final distribution (but no amount shall be paid in respect of the foregoing clause (ii) after the Fifteenth Anniversary Date) ifevent that, upon any such voluntary or involuntary liquidation, dissolution or winding-up of the Partnershipup, the available assets of the Partnership, or proceeds thereof, distributable among the holders of the Series B Preferred Units Partnership are insufficient to pay in full the preferential amount aforesaid of the liquidating distributions on the all outstanding Series B C Preferred Units and liquidating payments the corresponding amounts payable on any all other classes or series of Partnership Units or partnership interests in of the Partnership of any class or series ranking, as to payment of distributions and amounts upon the liquidation, dissolution or winding-up of the Partnershipliquidation rights, on a parity with the Series B C Preferred Units in the distribution of assets, then the holders of the Series C Preferred Units and each such other class or series of Partnership Units ranking, as to liquidation rights, on a parity with the Series C Preferred Units, then including, without limitation, shall share ratably in any such assetsdistribution of assets in proportion to the full liquidating distributions to which they would otherwise be respectively entitled. Written notice of any such liquidation, dissolution or winding up of the proceeds thereofPartnership, stating the payment date or dates when, and the place or places where, the amounts distributable in such circumstances shall be payable, shall be distributed among given by first class mail, postage pre-paid, not less than thirty (30) nor more than sixty (60) days prior to the payment date stated therein, to each record holder of Series C Preferred Units at the respective addresses of such holders as the same shall appear on Exhibit A hereto. After payment of the full amount of the liquidating distributions to which they are entitled, the holders of Series B C Preferred Units and will have no right or claim to any such other Units or partnership interests in of the Partnership ratably in accordance with remaining assets of the respective amounts that would be payable on such Series B Preferred Units and such other Units or partnership interests in the Partnership if all amounts payable thereon were paid in fullPartnership. For the purposes of this Section 6, none of (i) a The consolidation or merger of the Partnership with or into another any other partnership, corporation or entity, (ii) a merger of another entity with or into the Partnership or (iii) a sale, lease lease, transfer or conveyance of all or substantially all of the Partnership’s assets, properties property or business of the Partnership, shall not be deemed to be constitute a liquidation, dissolution or winding-up of the affairs of the Partnership.. Annex A-5

Liquidation Preference. (a) In the event of any voluntary or involuntary liquidation, dissolution or winding-winding up of the PartnershipCompany, whether voluntary or involuntary, before any payment or distribution of the assets of the Partnership Company (whether capital or surplus) shall be made to or set apart for the holders of Common Units or any other partnership interests in the Partnership or Units ranking junior to the Series B Preferred Units Junior Units, as to the distribution of assets upon the on any liquidation, dissolution or winding-winding up of the PartnershipCompany, the holders of the Series B Preferred Units shall, with respect to each such Unit, shall be entitled to receive, out of the assets of the Partnership available for distribution to Partners after payment or provision for payment of all debts and other liabilities of the Partnership, an amount equal to the greater of receive Twenty-Five Dollars (i$25.00) $50.00, per Series B Preferred Unit plus an amount equal to all distributions (whether or not earned or declared) accrued and unpaid thereon to the date of final distribution and (ii) the amount that a holder of such Series B Preferred Unit would have received upon final distribution in respect of the number of Common Units into which such Series B Preferred Unit was convertible immediately prior to such date of final distribution (holders; but no amount such holders shall not be paid in respect of the foregoing clause (ii) after the Fifteenth Anniversary Date) ifentitled to any further payment. If, upon any such voluntary or involuntary liquidation, dissolution or winding-winding up of the PartnershipCompany, the assets of the PartnershipCompany, or proceeds thereof, distributable among the holders of the Series B Preferred Units are shall be insufficient to pay in full the preferential amount aforesaid on the Series B Preferred Units and liquidating payments on any other Units or partnership interests in the Partnership of any class or series rankingof Parity Units, as to payment the distribution of distributions and amounts upon the assets on any liquidation, dissolution or winding-winding up of the Partnership, on a parity with the Series B Preferred UnitsCompany, then such assets, or the proceeds thereof, shall be distributed among the holders of Series B Preferred Units and any such other Parity Units or partnership interests in the Partnership ratably in accordance with the respective amounts that would be payable on such Series B Preferred Units and any such other Parity Units or partnership interests in the Partnership if all amounts payable thereon were paid in full. For the purposes of this Section 64, none of (i) a consolidation or merger of the Partnership Company with one or into another entitymore corporations, real estate investment trusts or other entities, (ii) a merger of another entity with or into the Partnership or (iii) a sale, lease or conveyance transfer of all or substantially all of the Partnership’s assets, properties Company's assets or business (iii) a statutory share exchange shall not be deemed to be a liquidation, dissolution or winding-up winding up, voluntary or involuntary, of the PartnershipCompany.

Liquidation Preference. (ai) In the event of any voluntary or involuntary liquidation, dissolution or winding-winding up of the PartnershipPartnership or the General Partner, whether voluntary or involuntary, before any payment or distribution of the assets of the Partnership (whether capital or surplus) shall be made to or set apart for the holders of Common Units or any other partnership interests in the Partnership or Units ranking junior to the Series B Preferred Units as to the distribution of assets upon the liquidation, dissolution or winding-up of the PartnershipJunior Units, the holders General Partner, in its capacity as the holder of the Series B G Preferred Units shallUnits, with respect to each such Unit, shall be entitled to receive, out of receive Twenty-Five Dollars ($25.00) per Series G Preferred Unit (the assets of the Partnership available for distribution to Partners after payment or provision for payment of all debts and other liabilities of the Partnership, an amount equal to the greater of (i“Liquidation Preference”) $50.00, plus an amount equal to all distributions (whether or not earned or declared) accrued and unpaid thereon to the date of final distribution and (ii) to the amount that a General Partner, in its capacity as such holder; but the General Partner, in its capacity as the holder of such Series B G Preferred Unit would have received upon final distribution in respect of the number of Common Units into which such Series B Preferred Unit was convertible immediately prior Units, shall not be entitled to such date of final distribution (but no amount shall be paid in respect of the foregoing clause (ii) after the Fifteenth Anniversary Date) ifany further payment. If, upon any such voluntary or involuntary liquidation, dissolution or winding-winding up of the PartnershipPartnership or the General Partner, the assets of the Partnership, or proceeds thereof, distributable among to the holders General Partner, in its capacity as the holder of the Series B G Preferred Units are Units, shall be insufficient to pay in full the preferential amount aforesaid on the Series B Preferred Units and liquidating payments on any other Units or partnership interests in the Partnership of any class or series ranking, as to payment of distributions and amounts upon the liquidation, dissolution or winding-up of the Partnership, on a parity with the Series B Preferred Parity Units, then such assets, or the proceeds thereof, shall be distributed among the General Partner, in its capacity as the holder of such Series G Preferred Units, and the holders of Series B Preferred Units and any such other Parity Units or partnership interests in the Partnership ratably in accordance with the respective amounts that would be payable on such Series B G Preferred Units and any such other Parity Units or partnership interests in the Partnership if all amounts payable thereon were paid in full. For the purposes of this Section 6C, none of (i) a consolidation or merger of the Partnership or the General Partner with one or into another entitymore entities, (ii) a merger of another entity with or into statutory share exchange by the Partnership or the General Partner and (iii) a sale, lease sale or conveyance transfer of all or substantially all of the Partnership’s or the General Partner’s assets, properties or business shall not be deemed to be a liquidation, dissolution or winding-up winding up, voluntary or involuntary, of the PartnershipPartnership or General Partner.

Liquidation Preference. (ai) In the event of any voluntary or involuntary liquidation, dissolution or winding-winding up of the PartnershipCompany or CLNS, whether voluntary or involuntary, before any payment or distribution of the assets of the Partnership (whether capital or surplus) Company shall be made to or set apart for the holders of Common Units or any other partnership interests Company Junior Units, CLNS, in its capacity as the Partnership or Units ranking junior to the Series B Preferred Units as to the distribution of assets upon the liquidation, dissolution or winding-up of the Partnership, the holders holder of the Series B E Company Preferred Units shallUnits, with respect to each such Unit, shall be entitled to receive, out of receive Twenty-Five Dollars ($25.00) per Series E Company Preferred Unit (the assets of the Partnership available for distribution to Partners after payment or provision for payment of all debts and other liabilities of the Partnership, an amount equal to the greater of (i“Series E Liquidation Preference”) $50.00, plus an amount equal to all distributions (whether or not earned or declared) accrued and unpaid thereon to the date of final distribution and (ii) to CLNS, in its capacity as such holder; but CLNS, in its capacity as the amount that a holder of such Series B E Company Preferred Unit would have received upon final distribution in respect of the number of Common Units into which such Series B Preferred Unit was convertible immediately prior Units, shall not be entitled to such date of final distribution (but no amount shall be paid in respect of the foregoing clause (ii) after the Fifteenth Anniversary Date) ifany further payment. If, upon any such voluntary or involuntary liquidation, dissolution or winding-winding up of the PartnershipCompany or CLNS, the assets of the PartnershipCompany, or proceeds thereof, distributable among to CLNS, in its capacity as the holders holder of the Series B E Company Preferred Units are Units, shall be insufficient to pay in full the preferential amount aforesaid on the Series B Preferred Units and liquidating payments on any other Units or partnership interests in the Partnership of any class or series ranking, as to payment of distributions and amounts upon the liquidation, dissolution or winding-up units of the Partnership, Company ranking on a parity with the Series B E Company Preferred UnitsUnits as to such distribution, then such assets, or the proceeds thereof, shall be distributed among CLNS, in its capacity as the holder of such Series E Company Preferred Units, and the holders of Series B Preferred Units and any such other Units or partnership interests in the Partnership units ratably in accordance with the respective amounts that would be payable on such Series B E Company Preferred Units and any such other Units or partnership interests in the Partnership units if all amounts payable thereon were paid in full. For the purposes of this Section 6C, none of (ix) a consolidation or merger of the Partnership Company or CLNS with one or into another entitymore entities, (iiy) a merger of another entity with statutory share exchange by the Company or into the Partnership or CLNS and (iiiz) a sale, lease sale or conveyance transfer of all or substantially all of the PartnershipCompany’s or CLNS’s assets, properties or business shall not be deemed to be a liquidation, dissolution or winding-up winding up, voluntary or involuntary, of the PartnershipCompany or CLNS.

Liquidation Preference. (ai) In the event of any voluntary or involuntary liquidation, dissolution or winding-winding up of the PartnershipPartnership or the General Partner, whether voluntary or involuntary, before any payment or distribution of the assets of the Partnership (whether capital or surplus) shall be made to or set apart for the holders of Common Units or any other partnership interests in the Partnership or Units ranking junior to the Series B Preferred Units as to the distribution of assets upon the liquidation, dissolution or winding-up of the PartnershipJunior Units, the holders General Partner, in its capacity as the holder of the Series B O Preferred Units shallUnits, with respect to each such Unit, shall be entitled to receive, out of receive Twenty-Five Dollars ($25.00) per Series O Preferred Unit (the assets of the Partnership available for distribution to Partners after payment or provision for payment of all debts and other liabilities of the Partnership, an amount equal to the greater of (i“Liquidation Preference”) $50.00, plus an amount equal to all distributions (whether or not earned or declared) accrued and unpaid thereon to as of the date of final distribution and (ii) to the amount that a General Partner, in its capacity as such holder; but the General Partner, in its capacity as the holder of such Series B O Preferred Unit would have received upon final distribution in respect of the number of Common Units into which such Series B Preferred Unit was convertible immediately prior Units, shall not be entitled to such date of final distribution (but no amount shall be paid in respect of the foregoing clause (ii) after the Fifteenth Anniversary Date) ifany further payment. If, upon any such voluntary or involuntary liquidation, dissolution or winding-winding up of the PartnershipPartnership or the General Partner, the assets of the Partnership, or proceeds thereof, distributable among to the holders General Partner, in its capacity as the holder of the Series B O Preferred Units are Units, shall be insufficient to pay in full the preferential amount aforesaid on the Series B Preferred Units and liquidating payments on any other Units or partnership interests in the Partnership of any class or series ranking, as to payment of distributions and amounts upon the liquidation, dissolution or winding-up of the Partnership, on a parity with the Series B Preferred Parity Units, then such assets, or the proceeds thereof, shall be distributed among to the General Partner, in its capacity as the holder of such Series O Preferred Units, and the holders of Series B Preferred Units and any such other Parity Units or partnership interests in the Partnership ratably in accordance with the respective amounts that would be payable on such Series B O Preferred Units and any such other Parity Units or partnership interests in the Partnership if all amounts payable thereon were paid in full. For the purposes of this Section 6C, none of (i) a consolidation or merger of the Partnership or the General Partner with one or into another entitymore entities, (ii) a merger of another entity with or into statutory share exchange by the Partnership or the General Partner and (iii) a sale, lease sale or conveyance transfer of all or substantially all of the Partnership’s or the General Partner’s assets, properties or business shall not be deemed to be a liquidation, liquidation or voluntary or involuntary dissolution or winding-winding up of the PartnershipPartnership or General Partner.

Liquidation Preference. (a) In the event of any voluntary or involuntary liquidation, dissolution or winding-winding up of the Partnership, whether voluntary or involuntary, before any payment or distribution of the assets of the Partnership (whether capital capital, surplus or surplusotherwise) shall be made to or set apart for the holders of Common Units or any other partnership interests in the Junior Partnership or Units ranking junior to the Series B Preferred Units as to the distribution of assets upon the liquidation, dissolution or winding-up of the PartnershipUnits, the holders of the Series B Class W Partnership Preferred Units shall, with respect to each such Unit, shall be entitled to receivereceive Fifty-Two Dollars and Fifty Cents ($52.50) per Class W Partnership Preferred Unit (the "Liquidation Preference"), out plus an amount per Class W Partnership Preferred Unit equal to all dividends (whether or not declared or earned) accumulated, accrued and unpaid on one share of Class W Preferred Stock to the date of final distribution to such holders; but such holders shall not be entitled to any further payment. Until the holders of the assets of Class W Partnership Preferred Units have been paid the Partnership available for distribution to Partners after payment or provision for payment of all debts and other liabilities of the Partnership, an amount equal to the greater of (i) $50.00Liquidation Preference in full, plus an amount equal to all distributions dividends (whether or not earned declared or declaredearned) accumulated, accrued and unpaid thereon on the Class W Preferred Stock to the date of final distribution and (ii) the amount that a to such holders, no payment shall be made to any holder of such Series B Preferred Unit would have received Junior Partnership Units upon final distribution in respect of the number of Common Units into which such Series B Preferred Unit was convertible immediately prior to such date of final distribution (but no amount shall be paid in respect of the foregoing clause (ii) after the Fifteenth Anniversary Date) if, upon any such voluntary or involuntary liquidation, dissolution or winding-winding up of the Partnership. If, upon any liquidation, dissolution or winding up of the Partnership, the assets of the Partnership, or proceeds thereof, distributable among the holders of the Series B Class W Partnership Preferred Units are shall be insufficient to pay in full the preferential amount aforesaid on the Series B Preferred Units and liquidating payments on any other Units or partnership interests in the Parity Partnership of any class or series ranking, as to payment of distributions and amounts upon the liquidation, dissolution or winding-up of the Partnership, on a parity with the Series B Preferred Units, then such assets, or the proceeds thereof, shall be distributed among the holders of Series B Class W Partnership Preferred Units and any such other Parity Partnership Units or partnership interests ratably in the Partnership ratably in accordance with same proportion as the respective amounts that would be payable on such Series B Class W Partnership Preferred Units and any such other Parity Partnership Units or partnership interests in the Partnership if all amounts payable thereon were paid in full. For the purposes of this Section 64, none of (i) a consolidation or merger of the Partnership with one or into another entitymore partnerships, or (ii) a merger of another entity with sale or into the Partnership or (iii) a sale, lease or conveyance transfer of all or substantially all of the Partnership’s assets, properties or business 's assets shall not be deemed to be a liquidation, dissolution or winding-up winding up, voluntary or involuntary, of the Partnership.

Liquidation Preference. (a) In the event of Upon any voluntary or involuntary liquidation, dissolution or winding-winding up of the affairs of the Partnership, before any distribution or payment or distribution of the assets of the Partnership (whether capital or surplus) shall be made to or set apart for the holders of Common OP Units or any other partnership interests in class or series of Partnership Interest of the Partnership ranking, as to distribution rights and rights upon liquidation, dissolution or Units ranking winding up of the Partnership, junior to the Series B D Preferred Units as to the distribution of assets upon the liquidation, dissolution or winding-up of the PartnershipUnits, the holders of the Series B D Preferred Units shall, with respect to each such Unit, shall be entitled to receive, be paid out of the assets of the Partnership legally available for distribution to Partners after payment or provision for payment its partners a liquidation preference of all debts and other liabilities of the Partnership, an amount equal to the greater of (i) $50.0025.00 per unit, plus an amount equal to all any accrued and unpaid distributions (whether or not earned authorized or declared) accrued to and unpaid thereon to including the date of final distribution and (ii) the amount that a holder of such Series B Preferred Unit would have received upon final distribution in respect of the number of Common Units into which such Series B Preferred Unit was convertible immediately prior to such date of final distribution (payment, but no amount shall be paid in respect of the foregoing clause (ii) after the Fifteenth Anniversary Date) ifwithout interest. If, upon any such voluntary or involuntary liquidation, dissolution or winding-up of the Partnershipwinding up, the available assets of the PartnershipPartnership are insufficient to pay the full amount of the liquidating distributions on all outstanding Series D Preferred Units and the corresponding amounts payable on all Preferred Parity Units, or proceeds thereof, distributable among the holders of the Series B Preferred Units are insufficient to pay in full the preferential amount aforesaid on the Series B D Preferred Units and liquidating payments on any other Units or partnership interests in the Partnership each such holder of any class Preferred Parity Units shall share ratably in any such distribution of assets in proportion to the full liquidating distributions to which they would otherwise be respectively entitled. Written notice of any such voluntary or series ranking, as to payment of distributions and amounts upon the involuntary liquidation, dissolution or winding-winding up of the affairs of the Partnership, on a parity with stating the Series B Preferred Unitspayment date or dates when, then and the place or places where, the amounts distributable in such assets, or the proceeds thereofcircumstances shall be payable, shall be distributed among given by first-class mail, postage pre-paid, not less than 30 nor more than 60 days prior to the payment date stated therein, to each record holder of Series D Preferred Units at the respective addresses of such holders as the same shall appear on the ownership records of the Partnership. After payment of the full amount of the liquidating distributions to which they are entitled, the holders of Series B D Preferred Units and shall have no right or claim to any such other Units or partnership interests in of the Partnership ratably in accordance with remaining assets of the respective amounts that would be payable on such Series B Preferred Units and such other Units or partnership interests in the Partnership if all amounts payable thereon were paid in fullPartnership. For the purposes of this Section 6, none of (i) a The consolidation or merger of the Partnership with or into another any other corporation, trust or other entity, (ii) a merger of another entity with or into the Partnership or (iii) a voluntary sale, lease lease, transfer or conveyance of all or substantially all of the Partnership’s assets, properties property or business of the Partnership, shall not be deemed to be constitute a liquidation, dissolution or winding-winding up of the affairs of the Partnership.

Liquidation Preference. (a) In the event of a Liquidity Event, the proceeds from the Liquidity Event (less any voluntary amounts required by applicable Laws to be paid or involuntary liquidation, dissolution or winding-up set aside for the payment of creditors of the PartnershipCompany, before if applicable) (“Liquidation Proceeds”) shall be paid or distributed in the following order: The holders of the Series A CCPS shall be entitled to receive, for each of the Series A CCPS and any other class of Securities (not being Securities as set out in Clause 10.1.2) held by them, involved in the Liquidity Event prior and in preference to any payment or distribution to any other Shareholder, an amount which is the higher of (a) the assets subscription price paid towards subscription to such Series A CCPS and any other class of the Partnership Securities (whether capital or surplusnot being Securities as set out in Clause 10.1.2) shall be made to or set apart for the holders as held by each of Common Units them (plus all declared but unpaid dividends on all such Series A CCPS or any other partnership interests class of preference shares held by such shareholders) before any further distributions (if any) are made to any other class of Shareholders; or (b) such amount as would be distributed to the relevant holders of the Series A CCPS, had such shares been converted into Equity Shares immediately prior to such Liquidation Event (“Series A Preference Amount”). Subject to applicable Laws, the Investors shall be entitled to receive in respect of their Securities, excluding Series A CCPS, and any such Securities referred in Clause 10.1.1, involved in the Partnership or Units ranking junior Liquidity Event, pari passu to the Series B Preferred Units as to the distribution of assets upon the liquidation, dissolution or winding-up of the Partnership, the holders of the Series B Preferred Units shallA CCPS, with respect but prior and in preference to each such Unitany payment or distribution to any other Shareholders, an amount, which shall be entitled to receive, out the aggregate of the assets price paid by the relevant Investors, as the case may be, towards acquisition of the Partnership available for distribution to Partners after payment or provision for payment of all debts and other liabilities of the Partnership, an amount equal to the greater of (i) $50.00such Securities, plus an amount equal to all distributions (whether or not earned or declared) any arrears of declared and accrued and but unpaid thereon dividends on any such Securities, calculated to the date of final such payment (“Equity Preference Amount”). (The Series A Preference Amount and the Equity Preference Amount shall collectively be referred to as the “Preference Amount”). The Investors shall have the option to forego their entitlement to receive the aforementioned preferential distribution and (ii) the amount that a holder of receive such Series B Preferred Unit would have received upon final distribution in respect portion of the Liquidation Proceeds that is proportionate to the Shareholding Percentage represented by each Series A CCPS or Securities, as the case may be, involved in the Liquidity Event, calculated on a Fully Diluted Basis, in the aggregate number of Common Units into which such Series B Preferred Unit was convertible immediately prior to such date of final distribution (but no amount shall be paid in respect of the foregoing clause (ii) after the Fifteenth Anniversary Date) if, upon any such voluntary or involuntary liquidation, dissolution or winding-up of the Partnership, the assets of the Partnership, or proceeds thereof, distributable among the holders of the Series B Preferred Units are insufficient to pay in full the preferential amount aforesaid on the Series B Preferred Units and liquidating payments on any other Units or partnership interests Securities involved in the Partnership of any class or series rankingLiquidity Event, as to payment of distributions and amounts upon the liquidation, dissolution or winding-up of the Partnership, calculated on a parity with the Series B Preferred Units, then such assets, or the proceeds thereof, shall be distributed among the holders of Series B Preferred Units and any such other Units or partnership interests in the Partnership ratably in accordance with the respective amounts that would be payable on such Series B Preferred Units and such other Units or partnership interests in the Partnership if all amounts payable thereon were paid in full. For the purposes of this Section 6, none of (i) a consolidation or merger of the Partnership with or into another entity, (ii) a merger of another entity with or into the Partnership or (iii) a sale, lease or conveyance of all or substantially all of the Partnership’s assets, properties or business shall be deemed to be a liquidation, dissolution or winding-up of the PartnershipFully Diluted Basis.

Liquidation Preference. (ai) In the event of any voluntary or involuntary liquidation, dissolution or winding-winding up of the Partnership, whether voluntary or involuntary, before any payment or distribution of the assets of the Partnership (whether capital or surplus) shall be made to or set apart for the holders of Common Units or any other partnership interests in the Partnership or Units ranking junior to the Series B Preferred Units as to the distribution of assets upon the liquidation, dissolution or winding-up of the PartnershipJunior Units, the holders of the Series B A Preferred Partnership Units shall, with respect to each such Unit, shall be entitled to receive, out of receive $25.00 per Series A Preferred Partnership Unit (the assets of the Partnership available for distribution to Partners after payment or provision for payment of all debts and other liabilities of the Partnership, an amount equal to the greater of (i“Liquidation Preference”) $50.00, plus an amount per Series A Preferred Partnership Unit equal to all distributions (whether or not earned or declared) accrued accumulated and unpaid thereon to to, but not including, the date of final distribution and (ii) the amount that a holder of to such Series B Preferred Unit would have received upon final distribution in respect holders; but such holders of the number of Common Series A Preferred Partnership Units into which such Series B Preferred Unit was convertible immediately prior shall not be entitled to such date of final distribution (but no amount shall be paid in respect of the foregoing clause (ii) after the Fifteenth Anniversary Date) ifany further payment. If, upon any such voluntary or involuntary liquidation, dissolution or winding-winding up of the Partnership, the assets of the Partnership, or proceeds thereof, distributable among the holders of the Series B A Preferred Partnership Units are shall be insufficient to pay in full the preferential amount aforesaid on the Series B Preferred Units and liquidating payments on any other Units or partnership interests in the Partnership of any class or series ranking, as to payment of distributions and amounts upon the liquidation, dissolution or winding-up of the Partnership, on a parity with the Series B Preferred Parity Units, then such assets, or the proceeds thereof, shall be distributed among the holders of such Series B A Preferred Partnership Units and any such other Parity Units or partnership interests in the Partnership ratably in accordance with the respective amounts that would be payable on such Series B A Preferred Partnership Units and any such other Parity Units or partnership interests in the Partnership if all amounts payable thereon were paid in full. For the purposes of this Section 6D, none of (i) a consolidation or merger of the Partnership with one or into another entitymore entities, (ii) a merger of another entity with or into the statutory Partnership Unit exchange or (iii) a sale, lease sale or conveyance transfer of all or substantially all of the Partnership’s assets, properties or business assets shall be deemed to be a liquidation, dissolution or winding-up winding up, voluntary or involuntary, of the Partnership.

Liquidation Preference. (a) In the event of any voluntary or involuntary liquidation, dissolution or winding-winding up of the Partnership, whether voluntary or involuntary, before any payment or distribution of the assets of the Partnership (whether capital capital, surplus or surplusotherwise) shall be made to or set apart for the holders of Junior Partnership Units, the holders of Series C Partnership Preferred Units shall be entitled to receive the greater of: (x) One Hundred Dollars ($100.00) per Series C Partnership Preferred Unit , plus an amount per Series C Partnership Preferred Unit equal to all dividends (whether or not declared) accumulated, accrued and unpaid on one share of Series C Preferred Stock to the date of final distribution to such holders; and (y) the amount per Series C Partnership Preferred Unit a holder would receive if such holder converted his or her Series C Partnership Preferred Units into Partnership Common Units or any other partnership interests in the Partnership or Units ranking junior immediately prior to the Series B Preferred Units as to the distribution of assets upon the such liquidation, dissolution or winding-up of (the Partnership, "Liquidation Preference"); but such holders shall not be entitled to any further payment. Until the holders of the Series B C Partnership Preferred Units shallhave been paid the Liquidation Preference in full, with respect no payment shall be made to each such Unit, be entitled to receive, out of the assets of the Partnership available for distribution to Partners after payment or provision for payment of all debts and other liabilities of the Partnership, an amount equal to the greater of (i) $50.00, plus an amount equal to all distributions (whether or not earned or declared) accrued and unpaid thereon to the date of final distribution and (ii) the amount that a any holder of such Series B Preferred Unit would have received Junior Partnership Units upon final distribution in respect of the number of Common Units into which such Series B Preferred Unit was convertible immediately prior to such date of final distribution (but no amount shall be paid in respect of the foregoing clause (ii) after the Fifteenth Anniversary Date) if, upon any such voluntary or involuntary liquidation, dissolution or winding-winding up of the Partnership. If, upon any liquidation, dissolution or winding up of the Partnership, the assets of the Partnership, or proceeds thereof, distributable among the holders of the Series B C Partnership Preferred Units are shall be insufficient to pay in full the preferential amount aforesaid on the Series B Preferred Units and liquidating payments on any other Units or partnership interests in the Parity Partnership of any class or series ranking, as to payment of distributions and amounts upon the liquidation, dissolution or winding-up of the Partnership, on a parity with the Series B Preferred Units, then such assets, or the proceeds thereof, shall be distributed among the holders of Series B C Partnership Preferred Units and any such other Parity Partnership Units or partnership interests ratably in the Partnership ratably in accordance with same proportion as the respective amounts that would be payable on such Series B C Partnership Preferred Units and any such other Parity Partnership Units or partnership interests in the Partnership if all amounts payable thereon were paid in full. For the purposes of this Section 64, none of (i) a consolidation or merger of the Partnership with one or into another entitymore partnerships, or (ii) a merger of another entity with sale or into the Partnership or (iii) a sale, lease or conveyance transfer of all or substantially all of the Partnership’s assets, properties or business 's assets shall not be deemed to be a liquidation, dissolution or winding-up winding up, voluntary or involuntary, of the Partnership.

Liquidation Preference. (aA) In the event of any voluntary or involuntary liquidation, dissolution or winding-winding up of the Partnership, whether voluntary or involuntary, before any payment or distribution of the assets of the Partnership (whether capital or surplus) shall be made to or set apart for the holders of Common Units or any other partnership interests in the Partnership or Units ranking junior to the Series B Preferred Units as to the distribution of assets upon the liquidation, dissolution or winding-up of the PartnershipJunior Units, the holders General Partner, in its capacity as holder of the Series B A Preferred Units shallUnits, with respect to each such Unit, shall be entitled to receive, out of receive Twenty Seven Dollars and Eight Cents ($27.08) (the assets of the Partnership available for distribution to Partners after payment or provision for payment of all debts and other liabilities of the Partnership, an amount equal to the greater of (i"Series A Liquidation Preference") $50.00, per Series A Preferred Unit plus an amount equal to all distributions (whether or not earned or declared) accrued and unpaid thereon to the date of final distribution and to the General Partner, in its capacity as such holder; but the General Partner, in its capacity as the holder of Series A Preferred Units shall not be entitled to any further payment; provided that the distribution payable with respect to the Distribution Period containing the date of final distribution shall be equal to the greater of (i) the distribution provided in clause (a) of the first sentence of Section 2(A) or (ii) the amount that a holder of such Series B Preferred Unit would have received upon final distribution in respect determined pursuant to clause (b) of the number first sentence of Common Units into which such Series B Preferred Unit was convertible immediately prior to such date of final distribution (but no amount shall be paid in respect of Section 2(A) for the foregoing clause (ii) after the Fifteenth Anniversary Date) ifpreceding Distribution Period. If, upon any such voluntary or involuntary liquidation, dissolution or winding-winding up of the Partnership, the assets of the Partnership, or proceeds thereof, distributable among to the holders General Partner, in its capacity as the holder of the Series B A Preferred Units are Units, shall be insufficient to pay in full the preferential amount aforesaid on the Series B Preferred Units and liquidating payments on any other Units or partnership interests in the Partnership of any class or series ranking, as to payment of distributions and amounts upon the liquidation, dissolution or winding-up of the Partnership, on a parity with the Series B Preferred Parity Units, then such assets, or the proceeds thereof, shall be distributed among the General Partner, in its capacity as the holder of such Series A Preferred Units, and the holders of Series B Preferred Units and any such other Parity Units or partnership interests in the Partnership ratably in accordance with the respective amounts that would be payable on such Series B A Preferred Units and such other Parity Units or partnership interests in the Partnership if all amounts payable thereon were paid in full. For the purposes of this Section 63, none of (ix) a consolidation or merger of the Partnership with one or into another entitymore partnerships, limited liability companies, corporations, real estate investment trusts or other entities and (ii) a merger of another entity with or into the Partnership or (iiiy) a sale, lease or conveyance of all or substantially all of the Partnership’s assets, properties 's property or business shall not be deemed to be a liquidation, dissolution or winding-up winding up, voluntary or involuntary, of the Partnership.

Liquidation Preference. (a) In the event of any voluntary or involuntary liquidation, dissolution or winding-winding up of the Partnership, whether voluntary or involuntary, before any payment or distribution of the assets of the Partnership (whether capital capital, surplus or surplusotherwise) shall be made to or set apart for the holders of Common Junior Partnership Units, the holders of Series F Partnership Preferred Units shall be entitled to receive Twenty-Five Dollars ($25) per Series F Partnership Preferred Unit (the "Liquidation Preference"), plus an amount per Series F Partnership Preferred Unit equal to all dividends (whether or any other partnership interests in the Partnership or Units ranking junior not declared) accumulated, accrued and unpaid on one share of Series F Preferred Stock to the Series B Preferred Units as date of final distribution to the distribution of assets upon the liquidation, dissolution or winding-up of the Partnership, such holders; but such holders shall not be entitled to any further payment. Until the holders of the Series B F Partnership Preferred Units shall, with respect to each such Unit, be entitled to receive, out of have been paid the assets of the Partnership available for distribution to Partners after payment or provision for payment of all debts and other liabilities of the Partnership, an amount equal to the greater of (i) $50.00Liquidation Preference in full, plus an amount equal to all distributions dividends (whether or not earned or declared) accumulated, accrued and unpaid thereon on the Series F Preferred Stock to the date of final distribution and (ii) the amount that a to such holders, no payment shall be made to any holder of such Series B Preferred Unit would have received Junior Partnership Units upon final distribution in respect of the number of Common Units into which such Series B Preferred Unit was convertible immediately prior to such date of final distribution (but no amount shall be paid in respect of the foregoing clause (ii) after the Fifteenth Anniversary Date) if, upon any such voluntary or involuntary liquidation, dissolution or winding-winding up of the Partnership. If, upon any liquidation, dissolution or winding up of the Partnership, the assets of the Partnership, or proceeds thereof, distributable among the holders of the Series B F Partnership Preferred Units are shall be insufficient to pay in full the preferential amount aforesaid on the Series B Preferred Units and liquidating payments on any other Units or partnership interests in the Parity Partnership of any class or series ranking, as to payment of distributions and amounts upon the liquidation, dissolution or winding-up of the Partnership, on a parity with the Series B Preferred Units, then such assets, or the proceeds thereof, shall be distributed among the holders of Series B F Partnership Preferred Units and any such other Parity Partnership Units or partnership interests ratably in the Partnership ratably in accordance with same proportion as the respective amounts that would be payable on such Series B F Partnership Preferred Units and any such other Parity Partnership Units or partnership interests in the Partnership if all amounts payable thereon were paid in full. For the purposes of this Section 64, none of (i) a consolidation or merger of the Partnership with one or into another entitymore partnerships, or (ii) a merger of another entity with sale or into the Partnership or (iii) a sale, lease or conveyance transfer of all or substantially all of the Partnership’s assets, properties or business 's assets shall not be deemed to be a liquidation, dissolution or winding-up winding up, voluntary or involuntary, of the Partnership.

Liquidation Preference. (a) In the event of a merger, Sale Transaction (as hereinafter defined), any voluntary or involuntary liquidation, dissolution or winding-winding up of the Partnershipaffairs of the Corporation, then, either (i) after any distribution or payment on Senior Securities, (ii) simultaneous with any distribution or payment on Pari Passu Securities, and (iii) before any distribution or payment or distribution of the assets of the Partnership (whether capital or surplus) shall be made to or set apart for the holders Holders of the Common Units Stock or any other partnership interests in the Partnership or Units ranking junior to the Junior Securities, each Holder of Series B A Preferred Units as to the distribution of assets upon the liquidation, dissolution or winding-up of the Partnership, the holders of the Series B Preferred Units shall, with respect to each such Unit, Stock then outstanding shall be entitled to receivebe paid, out of the assets of the Partnership Corporation available for distribution to Partners after payment or provision for payment of all debts and other liabilities of the Partnershipits stockholders, an amount (the “Liquidation Preference”) equal to the greater of (i) $50.00, plus an amount equal to all distributions (whether or not earned or declared) accrued and unpaid thereon to the date aggregate number of final distribution shares of Series A Preferred Stock then outstanding multiplied by its Stated Value per share; and (ii) the amount that a holder of such Series B Preferred Unit would have received upon final distribution in respect of the number of Common Units into which such Series B Preferred Unit was convertible immediately prior to such date of final distribution (any accrued but no amount shall be paid in respect of the foregoing clause (ii) after the Fifteenth Anniversary Date) if, upon any such voluntary or involuntary liquidation, dissolution or winding-up of the Partnership, unpaid Dividends. If the assets of the Partnership, or proceeds thereof, distributable among the holders of the Series B Preferred Units Corporation are insufficient not sufficient to generate cash sufficient to pay in full the preferential amount aforesaid on Liquidation Preference, then the Holders of Series B A Preferred Units and liquidating payments on any other Units or partnership interests in the Partnership Stock shall share ratably (together with holders of any class or series ranking, as to payment Pari Passu Securities) in any distribution of distributions and amounts upon the liquidation, dissolution or winding-up of the Partnership, on a parity with the Series B Preferred Units, then cash generated by such assets, or the proceeds thereof, shall be distributed among the holders of Series B Preferred Units and any such other Units or partnership interests in the Partnership ratably assets in accordance with the respective amounts that would be have been payable on in such distribution as if the amounts to which the Holders of outstanding shares of Series B A Preferred Units and such other Units or partnership interests in the Partnership if all amounts payable thereon Stock are entitled were paid in full. For the purposes of this Section 6, none of A “Sale Transaction” shall mean (i) a the acquisition of this Corporation by another entity by means of any reorganization, merger or consolidation (but excluding any reorganization, merger or merger consolidation effected exclusively for the purpose of changing the domicile of the Partnership with Corporation), or into another entityany transaction or series of related transactions in which the Corporation’s stockholder of record as constituted immediately prior to such transaction or series of related transactions will, immediately after such transaction or series of related transactions (iiby virtue of securities issued in such transaction or series of related transactions) fail to hold at least 50% of the voting power of the resulting or surviving corporation following such transaction or series of related transactions; (B) a merger of another entity with or into the Partnership or (iii) a sale, lease or conveyance sale of all or substantially all of the Partnership’s assets, properties assets or business shall be deemed stock of this Corporation; or (C) the grant of an exclusive license to be a liquidation, dissolution all or winding-up substantially all of the PartnershipCorporation’s intellectual property that is used to generate all or substantially all of the Corporation’s revenues.

Liquidation Preference. (a) In the event of any voluntary or involuntary liquidation, dissolution or winding-winding up of the Partnership, whether voluntary or involuntary, subject to the prior preferences and other rights of any Senior Units, before any payment or distribution of the assets of the Partnership (whether capital or surplus) shall be made to or set apart for the holders of Common Units or any other partnership interests in the Partnership or Units ranking junior to the Series B Preferred Units as to the distribution of assets upon the liquidation, dissolution or winding-up of the PartnershipJunior Units, the holders of the Series B C Partnership Preferred Units shall, with respect to each such Unit, shall be entitled to receive, out of receive One Hundred Eighty Dollars ($180.00) (the assets of the "Liquidation Preference") per Series C Partnership available for distribution to Partners after payment or provision for payment of all debts and other liabilities of the Partnership, an amount equal to the greater of (i) $50.00, Preferred Unit plus an amount equal to all distributions (whether or not earned or declared) accrued and unpaid thereon to the date of final distribution and (ii) the amount that a holder of such Series B Preferred Unit would have received upon final distribution in respect of the number of Common Units into which such Series B Preferred Unit was convertible immediately prior to such date of final distribution (but no amount shall be paid in respect of the foregoing clause (ii) after the Fifteenth Anniversary Date) if, upon any such voluntary or involuntary liquidation, dissolution or winding-winding up of the affairs of the Partnership (any such date, a "Series C Liquidation Date"), but such holders shall not be entitled to any further payment; provided -------- that the distribution payable with respect to the Distribution Period containing the Series C Liquidation Date shall be equal to the distribution determined pursuant to Section 3 above for the preceding Distribution Period times a fraction equal to the actual number of days elapsed from the end date of the calendar quarter most recently completed to the relevant Series C Liquidation Date over 90 days. If, upon any liquidation, dissolution or winding up of the Partnership, the assets of the Partnership, or proceeds thereof, distributable among the holders of the Series B C Partnership Preferred Units are shall be insufficient to pay in full the preferential amount aforesaid on the Series B Preferred Units and liquidating payments on any other Units or partnership interests in the Partnership units of any class or series ranking, as to payment of distributions and amounts upon the liquidation, dissolution or winding-up of the Partnership, on a parity with the Series B Preferred Parity Units, then such assets, or the proceeds thereof, shall be distributed among the holders of Series B C Partnership Preferred Units and any such other Parity Units or partnership interests in the Partnership ratably in accordance with the respective amounts that would be payable on such Series B C Partnership Preferred Units and any such other Parity Units or partnership interests in the Partnership if all amounts payable thereon were paid in full. For the purposes of this Section 64, none of (i) a consolidation or merger of the Partnership with one or into another entitymore corporations, partnerships or other entities or (ii) a merger of another entity with or into the Partnership or (iii) a sale, lease or conveyance of all or substantially all of the Partnership’s assets, properties 's property or business shall not be deemed to be a liquidation, dissolution or winding-up winding up, voluntary or involuntary, of the Partnership.

Liquidation Preference. (a) In the event of Upon any voluntary or involuntary liquidation, dissolution or winding-winding up of the affairs of the Partnership, before any distribution or payment or distribution of the assets of the Partnership (whether capital or surplus) shall be made to or set apart for the holders of Common Units or any other partnership interests in class or series of Partnership Interest of the Partnership ranking, as to rights upon liquidation, dissolution or Units ranking winding up of the affairs of the Partnership, junior to the Series B G Preferred Units as to the distribution of assets upon the liquidation, dissolution or winding-up of the PartnershipUnits, the holders of the Series B G Preferred Units shall, with respect to each such Unit, shall be entitled to receive, be paid out of the assets of the Partnership legally available for distribution to Partners after payment or provision for payment its partners a liquidation preference of all debts and other liabilities of the Partnership, an amount equal to the greater of (i) $50.0025.00 per unit, plus an amount equal to all distributions any accrued and unpaid dividends (whether or not earned authorized or declared) accrued to and unpaid thereon to including the date of final distribution and (ii) the amount that a holder of such Series B Preferred Unit would have received upon final distribution in respect of the number of Common Units into which such Series B Preferred Unit was convertible immediately prior to such date of final distribution (payment, but no amount shall be paid in respect of the foregoing clause (ii) after the Fifteenth Anniversary Date) ifwithout interest. If, upon any such voluntary or involuntary liquidation, dissolution or winding-up of the Partnershipwinding up, the available assets of the PartnershipPartnership are insufficient to pay the full amount of the liquidating distributions on all outstanding Series G Preferred Units and the corresponding amounts payable on all Parity Preferred Units, or proceeds thereof, distributable among the holders of the Series B Preferred Units are insufficient to pay in full the preferential amount aforesaid on the Series B G Preferred Units and liquidating payments on any other Units or partnership interests in the Partnership each such holder of any class Parity Preferred Units shall share ratably in any such distribution of assets in proportion to the full liquidating distributions to which they would otherwise be respectively entitled. Written notice of any such voluntary or series ranking, as to payment of distributions and amounts upon the involuntary liquidation, dissolution or winding-winding up of the affairs of the Partnership, on a parity with stating the Series B Preferred Unitspayment date or dates when, then and the place or places where, the amounts distributable in such assets, or the proceeds thereofcircumstances shall be payable, shall be distributed among given by first-class mail, postage pre-paid, not less than 30 nor more than 60 days prior to the payment date stated therein, to each record holder of Series G Preferred Units at the respective addresses of such holders as the same shall appear on the ownership records of the Partnership. After payment of the full amount of the liquidating distributions to which they are entitled, the holders of Series B G Preferred Units and shall have no right or claim to any such other Units or partnership interests in of the Partnership ratably in accordance with remaining assets of the respective amounts that would be payable on such Series B Preferred Units and such other Units or partnership interests in the Partnership if all amounts payable thereon were paid in fullPartnership. For the purposes of this Section 6, none of (i) a The consolidation or merger of the Partnership with or into another any other corporation, trust or other entity, (ii) a merger of another entity with or into the Partnership or (iii) a voluntary sale, lease lease, transfer or conveyance of all or substantially all of the Partnership’s assets, properties property or business of the Partnership, shall not be deemed to be constitute a liquidation, dissolution or winding-winding up of the affairs of the Partnership.

Liquidation Preference. (aA) In the event of any voluntary or involuntary liquidation, dissolution or winding-winding up of the Partnership, whether voluntary or involuntary, before any payment or distribution of the assets of the Partnership (whether capital or surplus) shall be made to or set apart for the holders of Common Units or any other partnership interests in the Partnership or Units ranking junior to the Series B Preferred Units as to the distribution of assets upon the liquidation, dissolution or winding-up of the PartnershipJunior Units, the holders General Partner, in its capacity as holder of the Series B C Preferred Units shallUnits, with respect to each such Unit, shall be entitled to receive, out of receive Twenty-Five Dollars ($25.00) (the assets of the Partnership available for distribution to Partners after payment or provision for payment of all debts and other liabilities of the Partnership, an amount equal to the greater of (i“Series C Liquidation Preference”) $50.00, per Series C Preferred Unit plus an amount equal to all distributions (whether or not earned or declared) accrued and unpaid thereon to the date of final distribution and (ii) to the amount that a General Partner, in its capacity as such holder; but the General Partner, in its capacity as the holder of Series C Preferred Units shall not be entitled to any further payment with respect to such Series B C Preferred Unit would have received upon final distribution in respect of the number of Common Units into which such Series B Preferred Unit was convertible immediately prior to such date of final distribution (but no amount shall be paid in respect of the foregoing clause (ii) after the Fifteenth Anniversary Date) ifUnits. If, upon any such voluntary or involuntary liquidation, dissolution or winding-winding up of the Partnership, the assets of the Partnership, or proceeds thereof, distributable among to the holders General Partner, in its capacity as the holder of the Series B C Preferred Units are Units, shall be insufficient to pay in full the preferential amount aforesaid on the Series B Preferred Units and liquidating payments on any other Units or partnership interests in the Partnership of any class or series ranking, as to payment of distributions and amounts upon the liquidation, dissolution or winding-up of the Partnership, on a parity with the Series B Preferred Parity Units, then such assets, or the proceeds thereof, shall be distributed among the General Partner, in its capacity as the holder of such Series C Preferred Units, and the holders of Series B Preferred Units and any such other Parity Units or partnership interests in the Partnership ratably in accordance with the respective amounts that would be payable on such Series B C Preferred Units and such other Parity Units or partnership interests in the Partnership if all amounts payable thereon were paid in full. For the purposes of this Section 63, none of (ix) a consolidation or merger of the Partnership or the General Partner with one or into another entitymore partnerships, limited liability companies, corporations, real estate investment trusts or other entities and (ii) a merger of another entity with or into the Partnership or (iiiy) a sale, lease or conveyance of all or substantially all of the Partnership’s assets, properties property or business shall not be deemed to be a liquidation, dissolution or winding-up winding up, voluntary or involuntary, of the Partnership.

Liquidation Preference. (a) In Subject to the rights of the holders of Senior Shares and Parity Shares, in the event of any voluntary or involuntary liquidation, dissolution or winding-winding up of the PartnershipCorporation, whether voluntary or involuntary, before any payment or distribution of the assets of the Partnership Corporation (whether capital or surplus) shall be made to or set apart for the holders of Common Units or any other partnership interests in the Partnership or Units ranking junior to the Series B Preferred Units Junior Shares, as to the distribution of assets upon the on any liquidation, dissolution or winding-winding up of the PartnershipCorporation, the holders each holder of the Series B E Preferred Units shall, with respect to each such Unit, Shares shall be entitled to receive, out of the assets of the Partnership available for distribution to Partners after payment or provision for payment of all debts and other liabilities of the Partnership, receive an amount of cash equal to the greater of twenty-five thousand dollars (i$25,000.00) $50.00, per Series E Preferred Share plus an amount in cash equal to all distributions accumulated accrued and unpaid dividends thereon (whether or not earned or declared) accrued and unpaid thereon to the date of final distribution and (ii) the amount that a holder of such Series B Preferred Unit would have received upon final distribution in respect of the number of Common Units into which such Series B Preferred Unit was convertible immediately prior to such date of final distribution (but no amount shall be paid in respect of the foregoing clause (ii) after the Fifteenth Anniversary Date) ifholders. If, upon any such voluntary or involuntary liquidation, dissolution or winding-winding up of the PartnershipCorporation, the assets of the PartnershipCorporation, or proceeds thereof, distributable among the holders of the Series B E Preferred Units are Shares shall be insufficient to pay in full the preferential amount aforesaid on the Series B Preferred Units and liquidating payments on any other Units or partnership interests in the Partnership shares of any class or series ranking, of Parity Shares as to payment the distribution of distributions and amounts upon the assets on any liquidation, dissolution or winding-winding up of the Partnership, on a parity with the Series B Preferred UnitsCorporation, then such assets, or the proceeds thereof, shall be distributed among the holders of Series B E Preferred Units Shares and any such other Units or partnership interests in the Partnership Parity Shares ratably in accordance with the respective amounts that would be payable on such Series B E Preferred Units Shares and any such other Units or partnership interests in the Partnership Parity Shares if all amounts payable thereon were paid in full. For the purposes of this Section 64, none of (i) a consolidation or merger of the Partnership Corporation with one or into another entitymore corporations or other entities, (ii) a merger of another entity with or into the Partnership or (iii) a sale, lease or conveyance transfer of all or substantially all of the PartnershipCorporation’s assets, properties assets or business (iii) a statutory share exchange shall be deemed to be a liquidation, dissolution or winding-up winding up, voluntary or involuntary, of the PartnershipCorporation.

Liquidation Preference. (a) In the event of any voluntary or involuntary liquidation, dissolution or winding-winding up of the Partnership, whether voluntary or involuntary, before any payment or distribution of the assets of the Partnership (whether capital capital, surplus or surplusotherwise) shall be made to or set apart for the holders of Common Junior Partnership Units, the holders of Series B Partnership Preferred Units shall be entitled to receive Twenty-Five Dollars ($25) per Series B Partnership Preferred Unit (the "Liquidation Preference"), plus an amount per Series B Partnership Preferred Unit equal to all dividends (whether or any other partnership interests in the Partnership or Units ranking junior to the not declared) accumulated, accrued and unpaid on one share of Series B Preferred Units as Stock to the date of final distribution of assets upon the liquidation, dissolution or winding-up of the Partnership, to such holders; but such holders shall not be entitled to any further payment. Until the holders of the Series B Partnership Preferred Units shall, with respect to each such Unit, be entitled to receive, out of have been paid the assets of the Partnership available for distribution to Partners after payment or provision for payment of all debts and other liabilities of the Partnership, an amount equal to the greater of (i) $50.00Liquidation Preference in full, plus an amount equal to all distributions dividends (whether or not earned or declared) accumulated, accrued and unpaid thereon on the Series B Preferred Stock to the date of final distribution and (ii) the amount that a to such holders, no payment shall be made to any holder of such Series B Preferred Unit would have received Junior Partnership Units upon final distribution in respect of the number of Common Units into which such Series B Preferred Unit was convertible immediately prior to such date of final distribution (but no amount shall be paid in respect of the foregoing clause (ii) after the Fifteenth Anniversary Date) if, upon any such voluntary or involuntary liquidation, dissolution or winding-winding up of the Partnership. If, upon any liquidation, dissolution or winding up of the Partnership, the assets of the Partnership, or proceeds thereof, . distributable among the holders of the Series B Partnership Preferred Units are shall be insufficient to pay in full the preferential amount aforesaid on the Series B Preferred Units and liquidating payments on any other Units or partnership interests in the Parity Partnership of any class or series ranking, as to payment of distributions and amounts upon the liquidation, dissolution or winding-up of the Partnership, on a parity with the Series B Preferred Units, then such assets, or the proceeds thereof, shall be distributed among the holders of Series B Partnership Preferred Units and any such other Parity Partnership Units or partnership interests ratably in the Partnership ratably in accordance with same proportion as the respective amounts that would be payable on such Series B Partnership Preferred Units and any such other Parity Partnership Units or partnership interests in the Partnership if all amounts payable thereon were paid in full. For the purposes of this Section 64, none of (i) a consolidation or merger of the Partnership with one or into another entitymore partnerships, or (ii) a merger of another entity with sale or into the Partnership or (iii) a sale, lease or conveyance transfer of all or substantially all of the Partnership’s assets, properties or business 's assets shall not be deemed to be a liquidation, dissolution or winding-up winding up, voluntary or involuntary, of the Partnership.