Common use of Liquidation Preference Clause in Contracts

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

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

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

Liquidation Preference. (a) Upon any voluntary or involuntary liquidation, dissolution or winding winding-up of the affairs of the Partnership, after payment of or provision for the Partnership’s debts and liabilities and any other class or series of equity securities of the Partnership ranking, with respect to rights upon the Partnership’s voluntary or involuntary liquidation, dissolution or winding up, senior to the Series A Preferred Units and before any distribution or payment shall be made to the holders of any Common Unitsother class or series of Partnership Units of the Partnership ranking, Class P Unitsas to liquidation rights, Class R Units or Junior junior to the Series C Preferred Units, the holders of the Series A C Preferred Units then outstanding shall be entitled to be paid out of the assets of the Partnership legally available for distribution to its Partners partners a liquidation preference in cash of $25.00 50.00 per Series A Preferred Unit (the “Base Liquidation Preference”)unit, plus an amount equal to any accrued and unpaid Series A Preferred Return to, but not including, distributions to the date of payment (together with whether or not declared). In the Base Liquidation Preferenceevent that, the “Liquidating Distribution”). (b) If upon any such voluntary or involuntary liquidation, dissolution or winding up of the Partnershipwinding-up, the available assets of the Partnership are insufficient to pay the full amount of the Liquidating Distributions liquidating distributions on all outstanding Series A C Preferred Units and the corresponding amounts payable on all outstanding Parity other classes or series of Partnership Units of the Partnership ranking, as to liquidation rights, on a parity with the Series C Preferred UnitsUnits in the distribution of assets, then the holders of the Series A C Preferred Units and Parity each such other class or series of Partnership Units ranking, as to liquidation rights, on a parity with the Series C Preferred Units Units, including, without limitation, shall share ratably in any such distribution of assets in proportion to the full Liquidating Distributions liquidating distributions to which they would otherwise be respectively entitled. . 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 given by first class mail, postage pre-paid, not less than thirty (c30) 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 liquidating distributions to which they are entitled, the holders of Series A C Preferred Units will have no right or claim to any of the remaining assets of the Partnership. (d) For the avoidance of doubt, the consolidation, conversion . The consolidation or merger of the Partnership with or into any other personpartnership, corporation, trust corporation or entity, or the sale, lease, transfer or conveyance of all or substantially all of the assets property or business of the Partnership Partnership, shall not be deemed to constitute a liquidation, dissolution or winding winding-up of the affairs of the Partnership.

Liquidation Preference. (a) Upon any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Partnership, after payment of or provision for the Partnership’s debts and liabilities and any other class or series of equity securities of the Partnership ranking, with respect to rights upon the Partnership’s voluntary or involuntary liquidation, dissolution or winding up, senior to the Series A Preferred Units and before any distribution or payment shall be made to the holders of any Common Units, Class P Units, Class R Units or Junior Preferred Units(each a “Liquidation Event”), the holders of the Series A Preferred Units then outstanding shall be are entitled to be paid paid, or have the Partnership declare and set aside for payment, out of the assets of the Partnership legally available for distribution to its Partners unitholders, a liquidation preference in cash equal to the sum of $25.00 per Series A Preferred Unit the following (collectively, the “Base Liquidation Preference”)): (i) One Thousand Dollars ($1,000.00) per Class A Preferred Unit, plus an amount equal to any (ii) all accrued and unpaid Series A Preferred Return todistributions thereon through and including the date of payment, but not includingand (iii) if the Liquidation Event occurs before the Redemption Premium (as defined below) right expires, the per unit Redemption Premium in effect on the date of payment (together with of the Base Liquidation Preference, before any distribution of assets is made to holders of any Junior Securities. In the “Liquidating Distribution”)event that the Partnership elects to set aside the Liquidation Preference for payment, the Series A Preferred Units shall remain outstanding until the holders thereof are paid the full Liquidation Preference, which payment shall be made no later than immediately prior to the Partnership making its final liquidating distribution on the Junior Securities. In the event that the Redemption Premium in effect on the payment date is less than the Redemption Premium on the date that the Liquidation Preference was set apart for payment, the Partnership may make a corresponding reduction to the funds set apart for payment of the Liquidation Preference. (b) If If, upon any such voluntary or involuntary liquidation, dissolution or winding up of the PartnershipLiquidation Event, the available assets of the Partnership are insufficient to pay the full amount of the Liquidating Distributions Liquidation Preference on all outstanding Series A Preferred Units and the corresponding amounts payable on all outstanding Parity Preferred Units, then the holders of the Series A Preferred Units and Parity Preferred Units shall share ratably in any such distribution of assets in proportion to the full Liquidating Distributions Liquidation Preference to which they would otherwise be respectively entitled. (c) After payment of the full amount of the Liquidating Distributions Liquidation Preference to which they are entitled, the holders of Series A Preferred Units will have no right or claim to any of the remaining assets of the Partnership. (d) For Upon the avoidance Partnership’s provision of doubtwritten notice as to the effective date of any such Liquidation Event, accompanied by a check or electronic payment in the amount of the full Liquidation Preference to which each record holder of the Series A Preferred Units is entitled, the consolidationSeries A Preferred Units shall no longer be deemed outstanding units of the Partnership and all rights of the holders of such Series A Preferred Units will terminate. Such notice shall be given by first class mail, conversion postage pre-paid, or via electronic mail to each record holder of the Series A Preferred Units at the respective addresses of such holders as the same shall appear on the unit transfer records of the Partnership. Permissible forms of electronic payment pursuant to this paragraph shall include, without limitation, ACH transfers, direct deposit or wire transfers, in each case to be initiated on or before the day on which the related notice is given. (e) The consolidation or merger of the Partnership with or into any other person, corporation, trust business enterprise or entityof any other business enterprise with or into the Partnership, or the sale, lease, transfer lease or conveyance of all or substantially all of the assets or business of the Partnership Partnership, shall not be deemed to constitute a liquidationLiquidation Event; provided, dissolution however that any such transaction which results in an amendment, restatement or winding up replacement of this Agreement that has a material adverse effect on the rights and preferences of the affairs Series A Preferred Units, or that increases the number of authorized or issued Series A Preferred Units, shall be deemed a Liquidation Event for purposes of determining whether the Liquidation Preference is payable unless the right to receive payment is waived by holders of a majority of the Partnership.outstanding Series A Preferred Units voting as a separate class (excluding any Series A Preferred Units that were not issued in a private placement of the Series A Preferred Units conducted by H&L Equities, LLC)

Liquidation Preference. (a) Upon In the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs Partnership, whether voluntary or involuntary, before any payment or distribution of the Partnership, after payment of or provision for the Partnership’s debts and liabilities and any other class or series of equity securities assets of the Partnership ranking, with respect to rights upon the Partnership’s voluntary (whether capital or involuntary liquidation, dissolution or winding up, senior to the Series A Preferred Units and before any distribution or payment surplus) shall be made to or set apart for the holders of any Common Units, Class P Units, Class R Units or Junior Preferred Units, the holders of the Series A 1 Preferred Units then outstanding shall be entitled to be paid out receive the Liquidation Price per unit of the assets of the Partnership legally available for distribution to its Partners a liquidation preference in cash of $25.00 per Series A 1 Preferred Unit (the “Base Liquidation Preference”), plus an amount equal to any all distributions (whether or not earned or declared) accrued and unpaid Series A Preferred Return to, but not including, thereon to the date of payment (together with the Base Liquidation Preferencefinal distribution to such holders; but such holders shall not be entitled to any further payment. If, the “Liquidating Distribution”). (b) If upon any such voluntary or involuntary liquidation, dissolution or winding up of the Partnership, the available assets of the Partnership are insufficient to pay the full amount of the Liquidating Distributions on all outstanding Series A Preferred Units and the corresponding amounts payable on all outstanding Parity Preferred Units, then the holders of Series A Preferred Units and Parity Preferred Units shall share ratably in any such distribution of assets in proportion to the full Liquidating Distributions to which they would otherwise be respectively entitled. (c) After payment of the full amount of the Liquidating Distributions to which they are entitled, holders of Series A Preferred Units will have no right or claim to any of the remaining assets of the Partnership. (d) , or proceeds thereof, distributable among the holders of the Series 1 Preferred Units shall be insufficient to pay in full the preferential amount aforesaid and liquidating payments on any other shares of any class or series of Parity Units, then such assets, or the proceeds thereof, shall be distributed among the holders of the Series 1 Preferred Units and any such other Parity Units ratably in accordance with the respective amounts that would be payable on such Series 1 Preferred Units and any such other Parity Units if all amounts payable thereon were paid in full. For the avoidance purposes of doubt, the consolidation, conversion this Section 5: (i) a consolidation or merger of the Partnership with one or into any more corporations, real estate investment trusts or other person, corporation, trust or entity, or the entities; (ii) a sale, lease, lease or transfer or conveyance of all or substantially all of the assets Partnership’s assets; or business of the Partnership (iii) a statutory unit exchange shall not be deemed to constitute be a liquidation, dissolution or winding up, voluntary or involuntary, of the Partnership. (b) Subject to the rights of the holders of Units of any series or class ranking on a parity with or prior to the Series 1 Preferred Units upon liquidation, dissolution or winding up, upon any liquidation, dissolution or winding up of the affairs Partnership, after payment shall have been made in full to the holders of the PartnershipSeries 1 Preferred Units, as provided in this Section 5, any other series or class of Junior Units shall, subject to the respective terms and provisions (if any) applying thereto, be entitled to receive any and all assets remaining to be paid or distributed, and the holders of the Series 1 Preferred Units shall not be entitled to share therein.

Liquidation Preference. (ai) Upon In the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs Partnership, whether voluntary or involuntary, subject to the preferential rights of the Partnership, after payment holders of or provision for the Partnership’s debts and liabilities and shares of any other class or series of equity securities Senior Units, but before any payment or distribution of the assets of the Partnership ranking, with respect to rights upon the Partnership’s voluntary or involuntary liquidation, dissolution or winding up, senior to the Series A Preferred Units and before any distribution or payment shall be made to or set apart for the holders of any Common Units, Class P Units, Class R Units or Junior Preferred Units, the holders of the Series A Preferred Units then outstanding shall be entitled to be paid out of the assets of the Partnership legally available for distribution to its Partners a liquidation preference in cash of receive $25.00 100,000.00 per Series A Preferred Unit (the “Base Liquidation Preference”), plus an amount equal to any accrued and unpaid per Series A Preferred Return Unit equal to all distributions (whether or not earned or declared) accumulated and unpaid thereon to, but not including, the date of payment (together with final distribution to such holders; but such holders of the Base Liquidation PreferenceSeries A Preferred Units shall not be entitled to any further payment. If, the “Liquidating Distribution”). (b) If upon any such voluntary or involuntary liquidation, dissolution or winding up of the Partnership, the available assets of the Partnership are Partnership, or proceeds thereof, distributable among the holders of the Series A Preferred Units shall be insufficient to pay in full the full preferential amount aforesaid and liquidating payments on any other Parity Preferred Units, then such assets, or the proceeds thereof, shall be distributed among the holders of the Liquidating Distributions on all outstanding such Series A Preferred Units and any such other Parity Preferred Units ratably in accordance with the corresponding respective amounts that would be payable on all outstanding Parity Preferred Units, then the holders of such Series A Preferred Units and any such other Parity Preferred Units if all amounts payable thereon were paid in full. For the purposes of this Section C, a Sale Transaction shall share ratably in any such distribution of assets in proportion not be deemed to the full Liquidating Distributions to which they would otherwise be respectively entitled. (c) After payment of the full amount of the Liquidating Distributions to which they are entitleda liquidation, holders of Series A Preferred Units will have no right dissolution or claim to any of the remaining assets winding up, voluntary or involuntary, of the Partnership. (dii) For Subject to the avoidance of doubt, the consolidation, conversion or merger rights of the Partnership with or into holders of Parity Preferred Units, upon any other person, corporation, trust or entity, or the sale, lease, transfer or conveyance of all or substantially all of the assets or business of the Partnership shall not be deemed to constitute a liquidation, dissolution or winding up of the affairs Partnership, after payment shall have been made in full to the holders of the PartnershipSeries A Preferred Units, as provided in this Section C, any series or class or classes of Junior Units shall, subject to any respective terms and provisions applying thereto, be entitled to receive any and all assets remaining to be paid or distributed, and the holders of the Series A Preferred Units shall not be entitled to share therein.

Liquidation Preference. (a1) Upon In the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Partnership, after whether voluntary or involuntary, before any payment of or provision for the Partnership’s debts and liabilities and any other class or series of equity securities distribution of the Partnership ranking(whether capital, with respect to rights upon the Partnership’s voluntary surplus or involuntary liquidation, dissolution or winding up, senior to the Series A Preferred Units and before any distribution or payment otherwise) shall be made to or set apart for the holders of any Common Units, Class P Units, Class R Units or Junior Preferred Partnership Units, the holders of the Series A Class H Partnership Preferred Units then outstanding shall be entitled to be paid out of the assets of the receive Twenty Five Dollars ($25) per Class H Partnership legally available for distribution to its Partners a liquidation preference in cash of $25.00 per Series A Preferred Unit (the “Base "Liquidation Preference”"), 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 Class H Partnership Preferred Units have been paid the Liquidation Preference in full, plus an amount equal to any all dividends (whether or not declared or earned) accumulated, accrued and unpaid Series A on the Class H Preferred Return to, but not including, Stock to the date of final distribution to such holders, no payment (together with shall be made to any holder of Junior Partnership Units upon the Base Liquidation Preferenceliquidation, dissolution or winding up of the “Liquidating Distribution”). (b) If Partnership. If, upon any such voluntary or involuntary liquidation, dissolution or winding up of the Partnership, the available assets of the Partnership are insufficient to pay the full amount of the Liquidating Distributions on all outstanding Series A Preferred Units and the corresponding amounts payable on all outstanding Parity Preferred Units, then the holders of Series A Preferred Units and Parity Preferred Units shall share ratably in any such distribution of assets in proportion to the full Liquidating Distributions to which they would otherwise be respectively entitled. (c) After payment of the full amount of the Liquidating Distributions to which they are entitled, holders of Series A Preferred Units will have no right or claim to any of the remaining assets of the Partnership. (d) , or proceeds thereof, distributable among the holders of Class H Partnership Preferred Units shall be insufficient to pay in full the preferential amount aforesaid and liquidating payments on any Parity Partnership Units, then such assets, or the proceeds thereof, shall be distributed among the holders of Class H Partnership Preferred Units and any such Parity Partnership Units ratably in the same proportion as the respective amounts that would be payable on such Class H Partnership Preferred Units and any such other Parity Partnership Units if all amounts payable thereon were paid in full. For the avoidance purposes of doubtthis Section 4, the consolidation, conversion (i) a consolidation or merger of the Partnership with one or into any other person, corporation, trust or entitymore partnerships, or the sale, lease, (ii) a sale or transfer or conveyance of all or substantially all of the Partnership's assets or business of the Partnership shall not be deemed to constitute be a liquidation, dissolution or winding up, voluntary or involuntary, of the Partnership. (2) Upon any liquidation, dissolution or winding up of the affairs Partnership, after payment shall have been made in full to the holders of Class H Partnership Preferred Units and any Parity Partnership Units, as provided in this Section 4, any other series or class or classes of Junior Partnership Units shall, subject to the respective terms thereof, be entitled to receive any and all assets remaining to be paid or distributed, and the holders of the PartnershipClass H Partnership Preferred Units and any Parity Partnership Units shall not be entitled to share therein.

Liquidation Preference. (a) Upon In the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs Partnership, whether voluntary or involuntary, before any payment or distribution of the Partnership, after payment of or provision for the Partnership’s debts and liabilities and any other class or series of equity securities assets of the Partnership ranking, with respect to rights upon the Partnership’s voluntary (whether capital or involuntary liquidation, dissolution or winding up, senior to the Series A Preferred Units and before any distribution or payment surplus) shall be made to or set apart for the holders of any Common Units, Class P Units, Class R Units or Junior Preferred Units, the holders of the Series A Preferred Units then outstanding shall be entitled to be paid out of the assets of the Partnership legally available for distribution to its Partners a liquidation preference in cash of receive twenty-five Dollars ($25.00 25.00) per Series A Preferred Unit (the “Base Liquidation Preference”), plus an amount equal to any all distributions (whether or not earned or declared) accrued and unpaid Series A Preferred Return to, but not including, thereon to the date of payment (together with the Base Liquidation Preferencefinal distribution to such holders, the “Liquidating Distribution”). (b) If but such holders shall not be entitled to any further payment. If, upon any such voluntary or involuntary liquidation, dissolution or winding up of the Partnership, the available assets of the Partnership are Partnership, or proceeds thereof, distributable among the holders of the Series A Preferred Units shall be insufficient to pay in full the full preferential amount aforesaid and liquidating payments on any other class or series of Parity Units, then such assets, or the proceeds thereof, shall be distributed among the holders of the Liquidating Distributions on all outstanding Series A Preferred Units and any such other Parity Units ratably in accordance with the corresponding respective amounts that would be payable on all outstanding Parity Preferred Units, then the holders of such Series A Preferred Units and Parity Preferred Units shall share ratably in any such distribution of assets other Parity Units if all amounts payable thereon were paid in proportion to the full Liquidating Distributions to which they would otherwise be respectively entitled. (c) After payment of the full amount of the Liquidating Distributions to which they are entitled, holders of Series A Preferred Units will have no right or claim to any of the remaining assets of the Partnership. (d) full. For the avoidance purposes of doubtthis Section 3.3, the consolidation, conversion (i) a consolidation or merger of the Partnership with one or into any other personmore Persons, corporation, trust (ii) a sale or entity, or the sale, lease, transfer or conveyance of all or substantially all of the assets or business of the Partnership Partnership, or (iii) a statutory exchange of units shall not be deemed to constitute be a liquidation, dissolution or winding up of the affairs up, voluntary or involuntary, of the Partnership. (b) Subject to the rights of the holders of any series or class or classes of Parity Units, after payment shall have been made in full to the holders of the Series A Preferred Units, as provided in this Section 3.3, any other series or class or classes of Junior Units shall, subject to the respective terms and provisions (if any) applying thereto, be entitled to receive any and all assets remaining to be paid or distributed, and the holders of the Series A Preferred Units shall not be entitled to share therein.

Liquidation Preference. (a) a. Upon any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Partnership, after payment of or provision for the Partnership’s debts and liabilities and any other class or series of equity securities of the Partnership ranking, with respect to rights upon the Partnership’s voluntary or involuntary liquidation, dissolution or winding up, senior to the Series A Preferred Units and before any distribution or payment shall be made to the holders of any Common Units, Class P Units, Class R Units or Junior Preferred Units, the holders of the Series A Preferred Units then outstanding shall be are entitled to be paid out of the assets of the Partnership legally available for distribution to its Partners unitholders a liquidation preference in cash of $25.00 per Series A Preferred Unit (the “Base Liquidation Preference”)share, plus an amount equal to any accrued and unpaid distributions to the date of payment, before any distribution of assets is made to holders of Partnership Units or any other class or series of Units of the Partnership that ranks junior to the Series A Preferred Return to, but not including, the date of payment (together with the Base Liquidation Preference, the “Liquidating Distribution”)Units as to liquidation rights. (b) If b. In the event that, upon any such voluntary or involuntary liquidation, dissolution or winding up of the Partnershipup, the available assets of the Partnership are insufficient to pay the full amount of the Liquidating Distributions liquidating distributions on all outstanding Series A Preferred Units and the corresponding amounts payable on all outstanding Parity shares of other classes or series of Units of the Partnership ranking on a parity with the Series A Preferred UnitsUnits in the distribution of assets, then the holders of the Series A Preferred Units and Parity Preferred all other such classes or series of Units shall share ratably in any such distribution of assets in proportion to the full Liquidating Distributions liquidating distributions to which they would otherwise be respectively entitled. (c) c. After payment of the full amount of the Liquidating Distributions liquidating distributions to which they are entitled, the holders of Series A Preferred Units will have no right or claim to any of the remaining assets of the Partnership. (d) For the avoidance d. Written notice of doubt, the consolidation, conversion or merger of the Partnership with or into any other person, corporation, trust or entity, or the sale, lease, transfer or conveyance of all or substantially all of the assets or business of the Partnership shall not be deemed to constitute a such liquidation, dissolution or winding up of the affairs Partnership, stating the payment date or dates when, and the place or places where, the amounts distributable in such circumstances shall be payable, shall be given by first class mail, postage pre-paid, 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 Units (other than the General Partner) at the respective addresses of such holders as the same shall appear on the unit transfer records of the Partnership. e. In determining whether a distribution (other than upon voluntary or involuntary liquidation), by distribution, redemption or other acquisition of units of the Partnership or otherwise, is permitted under Delaware law, amounts that would be needed, if the Partnership were to be dissolved at the time of the distribution, to satisfy the preferential rights upon dissolution of holders of Series A Preferred Units will not be added to the Partnership's total liabilities.

Liquidation Preference. (a) Upon any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Partnership, after payment the holders of or provision for the Partnership’s debts and liabilities and any other class or series of equity securities of the Partnership ranking, with respect to rights upon the Partnership’s voluntary or involuntary liquidation, dissolution or winding up, senior to the Series A Preferred Units and before any distribution or payment shall be made to the holders of any Common Units, Class P Units, Class R Units or Junior Preferred Units, the holders of the Series A Preferred Units then outstanding shall be are entitled to be paid out of the assets of the Partnership legally available for distribution to its Partners partners, after payment of or provision for the Partnership’s debts and other liabilities, a liquidation preference in cash of $25.00 per Series A Preferred Unit (the “Base Liquidation Preference”), plus an amount equal to any accrued and unpaid distributions (whether or not authorized or declared by the General Partner) thereon to and including the date of payment, but without interest, before any distribution of assets is made to holders of Junior Units. If the assets of the Partnership legally available for distribution to partners are insufficient to pay in full the liquidation preference on the Series A Preferred Return toUnits and the liquidation preference on any Parity Preferred Units, but not including, all assets distributed to the date holders of payment (together the Series A Preferred Units and any Parity Preferred Units shall be distributed pro rata so that the amount of assets distributed per Series A Preferred Units and such Parity Preferred Units shall in all cases bear to each other the same ratio that the liquidation preference per Series A Preferred Unit and such Parity Preferred Units bear to each other. Written notice of any distribution in connection with the Base Liquidation Preference, the “Liquidating Distribution”). (b) If upon any such voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Partnership, stating the available assets payment date or dates when, and the place or places where, the amounts distributable in such circumstances shall be payable, shall be given by first class mail, postage pre-paid, not less than 30 nor more than 60 days prior to the payment date stated therein, to each record holder of the Partnership are insufficient to pay the full amount of the Liquidating Distributions on all outstanding Series A Preferred Units and at the corresponding amounts payable respective addresses of such holders as the same shall appear on all outstanding Parity Preferred Units, then the holders records of Series A Preferred Units and Parity Preferred Units shall share ratably in any such distribution of assets in proportion to the full Liquidating Distributions to which they would otherwise be respectively entitled. (c) Partnership. After payment of the full amount of the Liquidating Distributions liquidating distributions to which they are entitled, the holders of Series A Preferred Units will have no right or claim to any of the remaining assets of the Partnership. (d) For the avoidance of doubt, the consolidation, conversion . The consolidation or merger of the Partnership with or into any other person, corporation, trust or another entity, a merger of another entity with or into the Partnership, a statutory exchange by the Partnership or a sale, lease, transfer or conveyance of all or substantially all of the assets Partnership’s property or business of the Partnership shall not be deemed to constitute a liquidation, dissolution or winding up of the affairs of the Partnership...

Liquidation Preference. (a) Upon In the event of any liquidation, dissolution or winding-up of the Operating Partnership, whether voluntary or involuntary, before any payment or distribution of the Operating Partnership’s assets shall be made to or set apart for the holders of Junior Units, holders of Series I Preferred Units shall be entitled to receive $50.00 per unit of Series I Preferred Units (the “Liquidation Preference”) plus an amount equal to all distributions (whether or not declared) accumulated and unpaid thereon to the date of final distribution to such holders, but shall not be entitled to any further payment or other participation in any distribution of the assets of the Operating Partnership. If, upon any liquidation, dissolution or winding-up of the Operating Partnership, the Operating Partnership’s assets, or proceeds thereof, distributable among the holders of Series I Preferred Units are insufficient to pay in full the preferential amount aforesaid and liquidating payments on any Parity Units, then such assets, or the proceeds thereof, shall be distributed among the holders of the Series I Preferred Units and any other Parity Units ratably in proportion to the respective amounts that would be payable on such Series I Preferred Units and any such other Parity Units if all amounts payable thereon were paid in full. (b) Neither the voluntary sale, conveyance, exchange or transfer, for cash, shares of stock, securities or other consideration, of all or substantially all of the Operating Partnership’s property or assets, nor the consolidation, merger or amalgamation of the Operating Partnership with or into any person or the consolidation, merger or amalgamation of any person with or into the Operating Partnership shall be deemed to be a voluntary or involuntary liquidation, dissolution or winding winding-up of the affairs of the Operating Partnership, after payment of or provision for the Partnership’s debts and liabilities and any other class or series of equity securities of the Partnership ranking, with respect to rights upon the Partnership’s voluntary or involuntary liquidation, dissolution or winding up, senior to the Series A Preferred Units and before any distribution or payment shall be made to the holders of any Common Units, Class P Units, Class R Units or Junior Preferred Units, the holders of the Series A Preferred Units then outstanding shall be entitled to be paid out of the assets of the Partnership legally available for distribution to its Partners a liquidation preference in cash of $25.00 per Series A Preferred Unit (the “Base Liquidation Preference”), plus an amount equal to any accrued and unpaid Series A Preferred Return to, but not including, the date of payment (together with the Base Liquidation Preference, the “Liquidating Distribution”). (b) If upon any such voluntary or involuntary liquidation, dissolution or winding up of the Partnership, the available assets of the Partnership are insufficient to pay the full amount of the Liquidating Distributions on all outstanding Series A Preferred Units and the corresponding amounts payable on all outstanding Parity Preferred Units, then the holders of Series A Preferred Units and Parity Preferred Units shall share ratably in any such distribution of assets in proportion to the full Liquidating Distributions to which they would otherwise be respectively entitled. (c) After payment has been made in full to the holders of the full amount of the Liquidating Distributions to which they are entitledSeries I Preferred Units, as provided in this Section 5, holders of Series A I Preferred Units will shall have no right or claim to any of the remaining assets of the Operating Partnership. (d) For the avoidance of doubt, the consolidation, conversion or merger of the Partnership with or into any other person, corporation, trust or entity, or the sale, lease, transfer or conveyance of all or substantially all of the assets or business of the Partnership shall not be deemed to constitute a liquidation, dissolution or winding up of the affairs of the Partnership.

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

Liquidation Preference. (a) Upon any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Partnership, after payment of or provision for the Partnership’s debts and liabilities and any other class or series of equity securities of the Partnership ranking, with respect to rights upon the Partnership’s voluntary or involuntary liquidation, dissolution or winding up, senior to the Series A Preferred Units and before any distribution or payment shall be made to the holders of any Common Units, Class P Units, Class R Units or Junior Preferred Units, the holders of the Series A B Preferred Units then outstanding shall be are entitled to be paid out of the assets of the Partnership legally available for distribution to its Partners a liquidation preference in cash of (x) $25.00 25 per Series A B Preferred Unit (the “Base Liquidation Preference”), plus an amount equal to any accrued all accumulated and unpaid Series A Preferred Return distributions to, but not including, the date of payment (together with the Base Liquidation Preferenceredemption, in cash or property at its fair market value as determined by the “Liquidating Distribution”)General Partner before any distribution of assets is made to Common Units or Junior Preferred Units. (b) If upon any such voluntary or involuntary liquidation, dissolution or winding up of the Partnership, the available assets of the Partnership are Partnership, or proceeds thereof, distributable among the holders of Series B Preferred Units shall be insufficient to pay in full the full above described preferential amount and liquidating payments on any other class or series of the Liquidating Distributions on all outstanding Series A Preferred Units and the corresponding amounts payable on all outstanding Parity Preferred Units, then such assets, or the proceeds thereof, shall be distributed among the holders of Series A B Preferred Units and any such other Parity Preferred Units shall share ratably in the same proportion as the respective amounts that would be payable on such Series B Preferred Units and any such distribution of assets other Parity Preferred Units if all amounts payable thereon were paid in proportion to the full Liquidating Distributions to which they would otherwise be respectively entitledfull. (c) After payment of the full amount of the Liquidating Distributions to which they are entitledUpon any liquidation, holders of Series A Preferred Units will have no right dissolution or claim to any of the remaining assets winding up of the Partnership, after payment shall have been made in full to the holders of the Series B Preferred Units and any Parity Preferred Units, any other series or class or classes of Junior Preferred Units shall be entitled to receive any and all assets remaining to be paid or distributed, and the holders of the Series B Preferred Units and any Parity Preferred Units shall not be entitled to share therein. (d) For the avoidance None of doubt, the consolidation, conversion a consolidation or merger of the Partnership with or into any other person, corporation, trust or another entity, a merger of another entity with or into the Partnership, or a sale, lease, transfer lease or conveyance of all or substantially all of the assets Partnership’s property or business of the Partnership shall not be deemed to constitute considered a liquidation, dissolution or winding up of the affairs of the Partnership.

Liquidation Preference. (a) Upon any voluntary or involuntary liquidation, dissolution or winding up of the affairs Partnership, before any distribution by the Partnership shall be made to or set apart for the holders of any Junior Partnership Units, to the extent possible and in accordance with Section 9.5(c) of the PartnershipAgreement, after each Class A Preferred Unit shall entitle the Holder thereof to receive (i) a liquidation preference equal to the amount of accumulated and unpaid distributions thereon (whether or not earned or declared) to and including the date of final distribution to such Holder (the aggregate of such sums for all Holders of Class A Preferred Units is referred to herein as the "Class A Liquidating Proceeds"), and (ii) if any portion of such Class A Preferred Unit constitutes a Promote that is vested and does not constitute deferred compensation under Code Section 409A, then such Holder shall also be entitled to receive an interest in the entity that is entitled to receive such Promote, which interest corresponds to the vested portion of such Class A Preferred Unit (a "Vested Promote Interest"); provided, however, that such Holders will not be entitled to any further payment in respect of or provision for such Class A Preferred Units. Until all Holders of the Partnership’s debts Class A Preferred Units have been paid the Class A Liquidating Proceeds in full, and liabilities and any other class or series of equity securities all Vested Promote Interests to which they are entitled, no distribution of the Partnership ranking, with respect will be made to rights any holder of Junior Partnership Units upon the Partnership’s voluntary or involuntary liquidation, dissolution or winding up, senior to the Series A Preferred Units and before any distribution or payment shall be made to the holders of any Common Units, Class P Units, Class R Units or Junior Preferred Units, the holders up of the Series A Preferred Units then outstanding shall be entitled to be paid out of the assets of the Partnership legally available for distribution to its Partners a liquidation preference in cash of $25.00 per Series A Preferred Unit (the “Base Liquidation Preference”), plus an amount equal to any accrued and unpaid Series A Preferred Return to, but not including, the date of payment (together with the Base Liquidation Preference, the “Liquidating Distribution”)Partnership. (b) If If, upon any such voluntary or involuntary liquidation, dissolution or winding up of the Partnership, the available assets of the Partnership are insufficient to pay Partnership, or proceeds thereof, distributable among the full amount holders of the Liquidating Distributions on all outstanding Series Class A Preferred Units and holders of any Parity Partnership Units shall be insufficient to pay in full the corresponding amounts payable Class A Liquidating Proceeds, the Vested Promote Interests to which any Holders are entitled and liquidating payments on all outstanding any Parity Preferred Partnership Units, then such assets, or the holders proceeds thereof, shall be distributed among the Holders of Series Class A Preferred Units and holders of any such Parity Partnership Units ratably in the same proportion as the respective amounts that would be payable on such Class A Preferred Units shall share ratably in and any such distribution of assets Parity Partnership Units if all amounts payable thereon were paid in proportion to the full Liquidating Distributions to which they would otherwise be respectively entitledfull. (c) After payment of the full amount of the Liquidating Distributions to which they are entitled, holders of Series A Preferred Units will have no right Upon any voluntary or claim to any of the remaining assets of the Partnership. (d) For the avoidance of doubt, the consolidation, conversion or merger of the Partnership with or into any other person, corporation, trust or entity, or the sale, lease, transfer or conveyance of all or substantially all of the assets or business of the Partnership shall not be deemed to constitute a involuntary liquidation, dissolution or winding up of the affairs Partnership, after all distributions shall have been made in full to the Holders of Class A Preferred Units and holders of any Parity Partnership Units to enable them to receive their respective liquidation preferences, any Junior Partnership Units shall be entitled to receive any and all assets remaining to be paid or distributed, and the holders of the PartnershipClass A Preferred Units and any Parity Partnership Units shall not be entitled to share therein.

Liquidation Preference. (a) Upon A. In the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the PartnershipPartnership (a “Liquidation”), after payment each of or provision for the holders of the then outstanding Series A Preferred Units shall be entitled to be paid out of the Partnership’s debts and liabilities and assets available for distribution to its Partners before any other class payment or series distribution of equity securities of the Partnership ranking, with respect to rights upon the Partnership’s voluntary assets (whether capital or involuntary liquidation, dissolution surplus) shall be made to or winding up, senior set apart for the holders of Junior Units an amount in cash per Series A Preferred Unit equal to the greater of (i) the sum of (A) the Series A Liquidation Preference plus (B) all unpaid cumulated and accrued Distributions on such Series A Preferred Unit, and (ii) an amount equal to the amount the holder of such Series A Preferred Unit would have received upon a Liquidation had such Series A Preferred Unit been converted into Common Units immediately prior to such Liquidation (such greater amount, the “Series A Liquidation Payment Amount”). If the Partnership’s assets available for distribution to the holders of Series A Preferred Units and before any distribution or payment Parity Units shall be made insufficient to permit payment in full to such holders of the sums which such holders are entitled to receive in a Liquidation, then all of the assets available for distribution to the holders of any Common Units, Class P Units, Class R Series A Preferred Units or Junior Preferred Unitsand 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 Series A Liquidation Payment Amount, the holders of the Series A Preferred Units then outstanding shall will not be entitled to be paid out any further participation in any distribution of assets by the assets of the Partnership legally available for distribution to its Partners a liquidation preference in cash of $25.00 per Series A Preferred Unit (the “Base Liquidation Preference”), plus an amount equal to any accrued and unpaid Series A Preferred Return to, but not including, the date of payment (together with the Base Liquidation Preference, the “Liquidating Distribution”)Partnership. (b) If upon B. Upon any such voluntary or involuntary liquidationLiquidation, dissolution or winding up of the Partnership, the available assets of the Partnership are insufficient to pay the full amount of the Liquidating Distributions on all outstanding Series A Preferred Units and the corresponding amounts payable on all outstanding Parity Preferred Units, then after the holders of Series A Preferred Units and Parity Preferred Units shall share ratably have been paid in any such distribution of assets full in proportion to the full Liquidating Distributions to which they would otherwise be respectively entitled. (caccordance with Section 3(A) After payment of the full amount of the Liquidating Distributions to which they are entitledabove, holders of Series A Preferred Units will have no right or claim to any of the remaining assets of the PartnershipPartnership shall be distributed to the holders of the Junior Units. (d) C. For the avoidance purposes of doubtthis Section 3, neither (i) the consolidation, conversion or merger of the Partnership with or into any other person, corporation, trust or entity, or the voluntary sale, lease, conveyance, exchange or transfer (for cash, shares, securities or conveyance other consideration) of all or substantially all of the Partnership’s property or assets nor (ii) the merger or other business combination of the Partnership with one or more Persons shall not be deemed to constitute be a liquidation, dissolution or winding up of the affairs of the PartnershipLiquidation.

Liquidation Preference. (a) Upon any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Partnership, after payment of or provision for the Partnership’s debts and liabilities and any other class or series of equity securities of the Partnership ranking, with respect to rights upon the Partnership’s voluntary or involuntary liquidation, dissolution or winding up, senior to the Series A Preferred Units and before any distribution or payment shall be made to the holders of any Common Class A Units, Class P B Units, Class R Units LTIP Units, or Junior Preferred Units, the holders of the 5.000% Series A B Participating Preferred Units then outstanding shall be entitled to be paid paid, or have the Partnership declare and set apart for payment, out of the assets of the Partnership legally available for distribution to its Partners after payment or provision for payment of all debts and other liabilities of the Partnership and any liquidation preference owing in respect of any Senior Preferred Units, a liquidation preference in cash of $25.00 per Series A Preferred Unit or property at fair market value, as determined by the General Partner, the sum of: (i) the “Base Initial Liquidation Preference”, (ii) the HPA Amount (if positive), plus and (iii) an amount per unit equal to any accrued and unpaid Series A Preferred Return distributions to, but not includingexcluding, the date of payment or the date the amount for payment is set apart for payment (together with the Base “Final Liquidation Preference, the “Liquidating Distribution”). (b) If upon any such voluntary or involuntary liquidation, dissolution or winding up of the Partnership, the available assets of the Partnership are insufficient to pay the full amount of the Liquidating Distributions Final Liquidation Preference on all outstanding 5.000% Series A B Participating Preferred Units and the corresponding amounts payable on all outstanding Parity Preferred Units, then the holders of 5.000% Series A B Participating Preferred Units and Parity Preferred Units shall share ratably in any such distribution of assets in proportion to the full Liquidating Distributions amount of the Final Liquidation Preference to which they would otherwise be respectively entitled. (c) Until September 30, 2020, the HPA Amount payable upon any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Partnership, shall be subject to a cap as provided in Section 6(e) of the Articles Supplementary. (d) Upon any voluntary or involuntary liquidation, dissolution or winding up of the Partnership, after payment shall have been made in full to the holders of the 5.000% Series B Participating Preferred Units and any Parity Preferred Units, any other series or class or classes of Junior Preferred Units shall be entitled to receive any and all assets remaining to be paid or distributed, and the holders of the 5.000% Series B Participating Preferred Units and any Parity Preferred Units shall not be entitled to share therein. (e) After payment of the full amount of the Liquidating Distributions Final Liquidation Preference to which they are entitled, holders of 5.000% Series A B Participating Preferred Units will have no right or claim to any of the remaining assets of the Partnership. (df) For the avoidance of doubt, the consolidation, conversion consolidation or merger of the Partnership with or into any other person, corporation, trust or another entity, the merger of another entity with or into the Partnership, a statutory unit exchange by the Partnership or the sale, lease, transfer or conveyance of all or substantially all of the assets or business of the Partnership shall not be deemed to constitute considered a liquidation, dissolution or winding up of the affairs of the Partnership. (g) Notice of liquidation, dissolution or winding up of the Partnership shall be consistent with the notice procedures set forth in Section 5(d) of the Articles Supplementary.

Liquidation Preference. (a) Upon In the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the PartnershipCorporation, after payment of or provision for the Partnership’s debts and liabilities and any other class or series of equity securities of the Partnership ranking, with respect to rights upon the Partnership’s whether voluntary or involuntary liquidationinvoluntary, dissolution or winding up, senior to the Series A Preferred Units and before any payment or distribution or payment shall be made to the holders of any Common Units, Class P Units, Class R Units or Junior Preferred Units, the holders of the Series A Preferred Units then outstanding shall be entitled to be paid out of the assets of the Partnership legally available Corporation (whether capital or surplus) shall be made to or set apart for distribution the holders of Junior Shares, the holders of Series "A" Preferred Shares shall be entitled to its Partners a liquidation preference in cash of receive Ninety Cents ($25.00 0.90) per Series A "A" Preferred Unit Share (the “Base "Liquidation Preference”), ") plus an amount equal to any all dividends (whether or not earned or declared) accumulated, accrued and unpaid Series A Preferred Return to, but not including, thereon to the date of payment (together with the Base Liquidation Preferencefinal distribution to such holder; but such holders of Series "A" Preferred Shares shall not be entitled to any further payment. If, the “Liquidating Distribution”). (b) If upon any such voluntary or involuntary liquidation, dissolution or winding up of the PartnershipCorporation, the available assets of the Partnership are insufficient to pay the full amount of the Liquidating Distributions on all outstanding Series A Preferred Units and the corresponding amounts payable on all outstanding Parity Preferred UnitsCorporation, then or proceeds thereof, distributable among the holders of Series A "A" Preferred Units Shares shall be insufficient to pay in full the preferential amount aforesaid and Parity liquidating payments, then such assets, or the proceeds thereof, shall be distributed among the holders of such Series "A" Preferred Units shall share Shares ratably in any accordance with the respective amounts that would be payable on such distribution of assets Series "A" Preferred Shares if all amounts payable thereon were paid in proportion to the full Liquidating Distributions to which they would otherwise be respectively entitled. (c) After payment of the full amount of the Liquidating Distributions to which they are entitled, holders of Series A Preferred Units will have no right or claim to any of the remaining assets of the Partnership. (d) full. For the avoidance purposes of doubtthis Section 4, the consolidation, conversion (i) a consolidation or merger of the Partnership Corporation with one or into any other personmore entities, corporation, trust (ii) a statutory share exchange and (iii) a sale or entity, or the sale, lease, transfer or conveyance of all or substantially all of the Corporation's assets or business of the Partnership shall not be deemed to constitute be a liquidation, dissolution or winding up up, voluntary or involuntary, of the affairs Corporation. Remaining Assets. After payment shall have been made in full to the holders of the PartnershipSeries "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. (ai) Upon In the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of Partnership or the PartnershipGeneral Partner, after payment of or provision for the Partnership’s debts and liabilities and any other class or series of equity securities of the Partnership ranking, with respect to rights upon the Partnership’s whether voluntary or involuntary liquidationinvoluntary, dissolution or winding up, senior to the Series A Preferred Units and before any payment or distribution or payment shall be made to the holders of any Common Units, Class P Units, Class R Units or Junior Preferred Units, the holders of the Series A Preferred Units then outstanding shall be entitled to be paid out of the assets of the Partnership legally available shall be made to or set apart for distribution the holders of Junior Units, the General Partner, in its capacity as the holder of the Series C Preferred Units, shall be entitled to its Partners a liquidation preference in cash of receive Twenty-Five Dollars ($25.00 25.00) per Series A C Preferred Unit (the “Base Liquidation Preference”), ) plus an amount equal to any all distributions (whether or not earned or declared) accrued and unpaid Series A Preferred Return to, but not including, thereon to the date of payment (together with final distribution to the Base Liquidation PreferenceGeneral Partner, in its capacity as such holder; but the “Liquidating Distribution”). (b) If General Partner, in its capacity as the holder of Series C Preferred Units, shall not be entitled to any further payment. If, upon any such voluntary or involuntary liquidation, dissolution or winding up of the PartnershipPartnership or the General Partner, the available assets of the Partnership are insufficient to pay the full amount of the Liquidating Distributions on all outstanding Series A Preferred Units and the corresponding amounts payable on all outstanding Parity Preferred Units, then the holders of Series A Preferred Units and Parity Preferred Units shall share ratably in any such distribution of assets in proportion to the full Liquidating Distributions to which they would otherwise be respectively entitled. (c) After payment of the full amount of the Liquidating Distributions to which they are entitled, holders of Series A Preferred Units will have no right or claim to any of the remaining assets of the Partnership. (d) , or proceeds thereof, distributable to the General Partner, in its capacity as the holder of Series C Preferred Units, shall be insufficient to pay in full the preferential amount aforesaid and liquidating payments on any other units of the Partnership ranking on a parity with the Series C Preferred Units as to such distribution, 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 any such other units ratably in accordance with the respective amounts that would be payable on such Series C Preferred Units and any such other units if all amounts payable thereon were paid in full. For the avoidance purposes of doubtthis Section C, the consolidation, conversion (i) a consolidation or merger of the Partnership with or into any other person, corporation, trust or entity, or the saleGeneral Partner with one or more entities, lease, (ii) a statutory share exchange by the Partnership or the General Partner and (iii) a sale or transfer or conveyance of all or substantially all of the assets Partnership’s or business of the Partnership General Partner’s assets, shall not be deemed to constitute be a liquidation, dissolution or winding up, voluntary or involuntary, of the Partnership or General Partner. (ii) Subject to the rights of the holders of Partnership Units of any series or class or classes of shares ranking on a parity with or prior to the Series C Preferred Units upon any liquidation, dissolution or winding up of the affairs General Partner or the Partnership, after payment shall have been made in full to the General Partner, in its capacity as the holder of the PartnershipSeries C Preferred Units, as provided in this Section, any series or class or classes of Junior Units shall, subject to any respective terms and provisions applying thereto, be entitled to receive any and all assets remaining to be paid or distributed, and the General Partner, in its capacity as the holder of the Series C Preferred Units, shall not be entitled to share therein.

Liquidation Preference. (a) Upon any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Partnership, after payment of or provision for the Partnership’s debts and liabilities and any other class or series of equity securities of the Partnership ranking, with respect to rights upon the Partnership’s voluntary or involuntary liquidation, dissolution or winding up, senior to the Series A Preferred Units and before any distribution or payment shall be made to the holders of any Common Units, Class P Units, Class R Units or Junior Series B Preferred Units, the holders of the Series A Preferred Partnership Units then outstanding shall be are entitled to be paid out of the assets of the Partnership legally available for distribution to its Partners partners a liquidation preference in cash of $25.00 per Series A Preferred Unit (the “Base Liquidation Preference”)share, plus an amount equal to any accrued and unpaid Series A Preferred Return to, but not including, distributions to the date of payment (together with the Base Liquidation Preferencepayment, the “Liquidating Distribution”). (b) If upon before any such voluntary or involuntary liquidation, dissolution or winding up of the Partnership, the available assets of the Partnership are insufficient to pay the full amount of the Liquidating Distributions on all outstanding Series A Preferred Units and the corresponding amounts payable on all outstanding Parity Preferred Units, then the holders of Series A Preferred Units and Parity Preferred Units shall share ratably in any such distribution of assets in proportion is made to holders of Common Units or any other class or series of Partnership Units that ranks junior to the full Liquidating Distributions Series B Preferred Partnership Units as to which they would otherwise be respectively entitled. (c) liquidation rights. After payment of the full amount of the Liquidating Distributions liquidating distributions to which they are entitled, the holders of Series A B Preferred Partnership Units will have no right or claim to any of the remaining assets of the Partnership. (b) In the event that, upon any such voluntary or involuntary liquidation, dissolution or winding up, the available assets of the Partnership are insufficient to pay the amount of the liquidating distributions on all outstanding Series B Preferred Partnership Units and the corresponding amounts payable on all Partnership Units of other classes or series of Partnership Units ranking on a parity with the Series B Preferred Partnership Units in the distribution of assets, then the holders of the Series B Preferred Partnership Units and all other such classes or series of Partnership Units shall share ratably in any such distribution of assets in proportion to the full liquidating distributions to which they would otherwise be respectively entitled. (c) 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 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 B Preferred Partnership Units at the respective addresses of such holders as the same shall appear in the books and records of the Partnership. (d) For the avoidance of doubt, the The consolidation, conversion combination or merger of the Partnership with or into any other person, corporation, trust partnership or entityentity or consolidation or merger of any other corporation with or into the Partnership, or the sale, lease, transfer lease or conveyance of all or substantially all of the assets Partnership’s assets, property or business of the Partnership or any statutory share exchange, shall not be deemed to constitute a liquidation, dissolution or winding up of the affairs of the Partnership.

Liquidation Preference. (a) Upon In the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Partnership, after payment of or provision for the Partnership’s debts and liabilities and any other class or series of equity securities of the Partnership ranking, with respect to rights upon the Partnership’s whether voluntary or involuntary liquidationinvoluntary, dissolution or winding up, senior to the Series A Preferred Units and before any payment or distribution or payment shall be made to the holders of any Common Units, Class P Units, Class R Units or Junior Preferred Units, the holders of the Series A Preferred Units then outstanding shall be entitled to be paid out of the assets of the Partnership legally available (whether capital, surplus or otherwise) shall be made to or set apart for distribution the holders of Junior Partnership Units, the holders of Series D Partnership Preferred Units shall be entitled to its Partners a liquidation preference in cash of receive One Hundred Dollars ($25.00 100.00) (the "Liquidation Preference") per Series A D Partnership Preferred Unit (the “Base Liquidation Preference”), plus an amount per Series D Partnership Preferred Unit equal to any all dividends (whether or not declared) accumulated, accrued and unpaid on one share of Series A D Preferred Return to, but not including, Stock to the date of final distribution to such holders; but such holders shall not be entitled to any further payment; provided, that the dividend payable with respect to the Dividend Period (as such term is defined in the 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 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 have been paid the Liquidation Preference in full, no payment (together with shall be made to any holder of Junior Partnership Units upon the Base Liquidation Preferenceliquidation, dissolution or winding up of the “Liquidating Distribution”). (b) If Partnership. If, upon any such voluntary or involuntary liquidation, dissolution or winding up of the Partnership, the available assets of the Partnership are insufficient to pay the full amount of the Liquidating Distributions on all outstanding Series A Preferred Units and the corresponding amounts payable on all outstanding Parity Preferred UnitsPartnership, then or proceeds thereof, distributable among the holders of Series A D Partnership Preferred Units shall be insufficient to pay in full the preferential amount aforesaid and liquidating payments on any Parity Partnership Units, then such assets, or the proceeds thereof, shall be distributed among the holders of Series D Partnership Preferred Units and any such Parity Partnership Units ratably in accordance with the same respective amounts that would be payable on such Series D Partnership Preferred Units shall share ratably in and any such distribution of assets other Parity Partnership Units if all amounts payable thereon were paid in proportion to the full Liquidating Distributions to which they would otherwise be respectively entitled. (c) After payment of the full amount of the Liquidating Distributions to which they are entitled, holders of Series A Preferred Units will have no right or claim to any of the remaining assets of the Partnership. (d) full. For the avoidance purposes of doubtthis Section 4, the consolidation, conversion (i) a consolidation or merger of the Partnership with one or into any more partnerships or other person, corporation, trust or entityentities, or the (ii) a sale, lease, conveyance or transfer or conveyance of all or substantially all of the Partnership's assets or business of the Partnership shall not be deemed to constitute be a liquidation, dissolution or winding up, voluntary or involuntary, of the Partnership. (b) Upon any liquidation, dissolution or winding up of the affairs Partnership, after payment shall have been made in full to the holders of Series D Partnership Preferred Units and any Parity Partnership Units, as provided in this Section 4, any other series or class or classes of Junior Partnership Units shall, subject to the respective terms thereof, be entitled to receive any and all assets remaining to be paid or distributed, and the holders of the PartnershipSeries D Partnership Preferred Units and any Parity Partnership Units shall not be entitled to share therein.

Liquidation Preference. (a) Upon In the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Partnershipdissolution, after payment of or provision for the Partnership’s debts and liabilities and any other class or series of equity securities of the Partnership ranking, with respect to rights upon the Partnership’s voluntary or involuntary liquidation, dissolution or winding up, senior to the Series A Preferred Units and before any distribution or payment shall be made to the holders of any Common Units, Class P Units, Class R Units or Junior Preferred Units, the holders of the Series A Preferred Units then outstanding shall be entitled to be paid out of the assets of the Partnership legally available for distribution to its Partners a liquidation preference in cash of $25.00 per Series A Preferred Unit (the “Base Liquidation Preference”), plus an amount equal to any accrued and unpaid Series A Preferred Return to, but not including, the date of payment (together with the Base Liquidation Preference, the “Liquidating Distribution”). (b) If upon any such voluntary or involuntary liquidation, dissolution or winding up of the Partnership, whether voluntary or involuntary, before any payment or distribution of the available assets of the Partnership are shall be made to or set apart for the holders of any other class or series of Limited Partnership Interest ranking junior to the Series A-1 Preferred Units, the Series A-1 Holders shall be entitled to receive the Series A-1 Liquidation Preference, plus an amount equal to all distributions declared and unpaid thereon to the date of final distribution. If, upon any such liquidation, dissolution, or winding up of the Partnership the assets of the Partnership, or proceeds thereof, distributable to the Series A-1 Holders shall be insufficient to pay in full the full preferential amount of aforesaid as liquidating payments on any other Partnership Securities ranking on a parity with the Liquidating Distributions on all outstanding Series A A-1 Preferred Units as to such distribution, then such assets, or the proceeds thereof, shall be distributed among the Series A-1 Preferred Units and the corresponding holders of any such other Partnership Securities ratably in accordance with the respective amounts that would be payable on all outstanding Parity Preferred Units, then the holders of such Series A A-1 Preferred Units and Parity Preferred Units shall share ratably in any such distribution of assets other Partnership Securities if all amounts payable thereon were paid in proportion to the full Liquidating Distributions to which they would otherwise be respectively entitled. (c) After payment of the full amount of the Liquidating Distributions to which they are entitled, holders of Series A Preferred Units will have no right or claim to any of the remaining assets of the Partnership. (d) full. For the avoidance purposes of doubtthis Section 5, the consolidation, conversion (i) a consolidation or merger of the Partnership or General Partner with one or into any other personmore entities, corporation(ii) a statutory unit or share exchange by the Partnership or General Partner, trust and (iii) a sale or entity, or the sale, lease, transfer or conveyance of all or substantially all of the Partnership’s or General Partner’s assets or business of the Partnership shall not be deemed to constitute be a liquidation, dissolution dissolution, or winding up, voluntary or involuntary, of the Partnership or General Partner. In making liquidating distributions pursuant to any applicable provision of the Agreement, the General Partner shall take into account the provisions of this Section 5. (b) Subject to the rights of the holders of Partnership Securities of any series or class ranking on a parity with or senior to the Series A-1 Preferred Units upon any liquidation, dissolution, or winding up of the affairs Partnership, after payment shall have been made in full to the Series A-1 Holders as provided in this Section 5, any class or series of Limited Partnership Interest ranking junior to the PartnershipSeries A-1 Preferred Units shall, subject to any respective terms and provisions applying thereto, be entitled to receive any and all assets remaining to be paid or distributed, and the Series A-1 Holders shall not be entitled to share therein.

Liquidation Preference. (a) Upon In the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Partnership, after whether voluntary or involuntary, before any payment of or provision for the Partnership’s debts and liabilities and any other class or series of equity securities distribution of the Partnership ranking(whether capital, with respect surplus or otherwise) shall be made to rights 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 immediately prior to such liquidation, dissolution or winding-up (the “Liquidation Preference”); but such holders shall not be entitled to any further payment. Until the holders of the Series C Partnership Preferred Units have been paid the Liquidation Preference in full, no payment shall be made to any holder of Junior Partnership Units upon the Partnership’s voluntary or involuntary liquidation, dissolution or winding up, senior to the Series A Preferred Units and before any distribution or payment shall be made to the holders of any Common Units, Class P Units, Class R Units or Junior Preferred Units, the holders up of the Series A Preferred Units then outstanding shall be entitled to be paid out of the assets of the Partnership legally available for distribution to its Partners a liquidation preference in cash of $25.00 per Series A Preferred Unit (the “Base Liquidation Preference”)Partnership. If, plus an amount equal to any accrued and unpaid Series A Preferred Return to, but not including, the date of payment (together with the Base Liquidation Preference, the “Liquidating Distribution”). (b) If upon any such voluntary or involuntary liquidation, dissolution or winding up of the Partnership, the available assets of the Partnership are insufficient to pay the full amount of the Liquidating Distributions on all outstanding Series A Preferred Units and the corresponding amounts payable on all outstanding Parity Preferred UnitsPartnership, then or proceeds thereof, distributable among the holders of Series A C Partnership Preferred Units shall be insufficient to pay in full the preferential amount aforesaid and liquidating payments on any Parity Partnership Units, then such assets, or the proceeds thereof, shall be distributed among the holders of Series C Partnership Preferred Units and any such Parity Partnership Units ratably in the same proportion as the respective amounts that would be payable on such Series C Partnership Preferred Units shall share ratably in and any such distribution other Parity Partnership Units if all amounts payable thereon were paid in full. For the purposes of assets this Section 4, the occurrence of an event described in proportion to paragraph (ii) of the full Liquidating Distributions to which they would otherwise definition of Change of Control shall be respectively entitleddeemed a liquidation, dissolution or 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. (cb) After payment of the full amount of the Liquidating Distributions to which they are entitled, holders of Series A Preferred Units will have no right or claim to Upon any of the remaining assets of the Partnership. (d) For the avoidance of doubt, the consolidation, conversion or merger of the Partnership with or into any other person, corporation, trust or entity, or the sale, lease, transfer or conveyance of all or substantially all of the assets or business of the Partnership shall not be deemed to constitute a liquidation, dissolution or winding up of the affairs Partnership, after payment shall have been made in full to the holders of Series C Partnership Preferred Units and any Parity Partnership Units, as provided in this Section 4, any other series or class or classes of Junior Partnership Units shall, subject to the respective terms thereof, be entitled to receive any and all assets remaining to be paid or distributed, and the holders of the PartnershipSeries C Partnership Preferred Units and any Parity Partnership Units shall not be entitled to share therein.

Liquidation Preference. (a) Upon any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Partnership, after payment of or provision for the Partnership’s debts and liabilities and any other class or series of equity securities of the Partnership ranking, with respect to rights upon the Partnership’s voluntary or involuntary liquidation, dissolution or winding up, senior to the Series A Preferred Units and before any distribution or payment shall be made to the holders of any Common Units, Class P Units, Class R Units or Junior Preferred Units, the holders of the Series A B Preferred Units then outstanding shall be are entitled to be paid out of the assets of the Partnership legally available for distribution to its Partners Partners, after payment of or provision for the Partnership’s Debts and other liabilities, a liquidation preference in cash of $25.00 per unit (subject to appropriate adjustment in the event of a unit distribution, unit split, combination or other similar recapitalization with respect to the Series A B Preferred Unit Units) (the “Base Liquidation Preference”), plus an amount equal to any accrued and unpaid Series A Preferred Return to, but distributions (whether or not including, authorized or declared) thereon to and including the date of payment (together payment, but without interest, before any distribution of assets is made to holders of Junior Units. If the assets of the Partnership legally available for distribution to Partners are insufficient to pay in full the liquidation preference on the Series B Preferred Units and the liquidation preference on any Parity Preferred Units, all assets distributed to the holders of the Series B Preferred Units and any Parity Preferred Units shall be distributed pro rata so that the amount of assets distributed per Series B Preferred Units and such Parity Preferred Units shall in all cases bear to each other the same ratio that the liquidation preference per Series B Preferred Unit and such Parity Preferred Units bear to each other. Written notice of any distribution in connection with the Base Liquidation Preference, the “Liquidating Distribution”). (b) If upon any such voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Partnership, stating the available assets payment date or dates when, and the place or places where, the amounts distributable in such circumstances shall be payable, shall be given by first class mail, postage pre-paid, not less than 30 nor more than 60 days prior to the payment date stated therein, to each record holder of the Partnership are insufficient to pay Series B Preferred Units at the full amount respective addresses of such holders as the same shall appear on the records of the Liquidating Distributions on all outstanding Series A Preferred Units and the corresponding amounts payable on all outstanding Parity Preferred Units, then the holders of Series A Preferred Units and Parity Preferred Units shall share ratably in any such distribution of assets in proportion to the full Liquidating Distributions to which they would otherwise be respectively entitled. (c) Partnership. After payment of the full amount of the Liquidating Distributions liquidating distributions to which they are entitled, the holders of Series A B Preferred Units will have no right or claim to any of the remaining assets of the Partnership. (d) For the avoidance of doubt, the consolidation, conversion . The consolidation or merger of the Partnership with or into any other person, corporation, trust or another entity, a merger of another entity with or into the Partnership, a statutory exchange by the Partnership or a sale, lease, transfer or conveyance of all or substantially all of the assets Partnership’s Properties or business of the Partnership shall not be deemed to constitute a liquidation, dissolution or winding up of the affairs of the Partnership.

Liquidation Preference. (a) Upon any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Partnership, after payment of or provision for the Partnership’s debts and liabilities and any other class or series of equity securities of the Partnership ranking, with respect to rights upon the Partnership’s voluntary or involuntary liquidation, dissolution or winding up, senior to the Series A Preferred Units and before any distribution or payment shall be made to the holders of any Common Units, Class P Units, Class R Units or Junior Preferred Units, the holders of the Series A Preferred Units then outstanding shall be are entitled to be paid out of the assets of the Partnership legally available for distribution to its Partners a liquidation preference in cash of (x) $25.00 25 per Series A Preferred Unit (the “Series A Base Liquidation Preference”), plus an amount equal to any accrued all accumulated and unpaid Series A Preferred Return distributions to, but not including, the date of payment (together with the Base Liquidation Preferenceredemption, in cash or property at its fair market value as determined by the “Liquidating Distribution”)General Partner before any distribution of assets is made to Common Units or Junior Preferred Units. (b) If upon any such voluntary or involuntary liquidation, dissolution or winding up of the Partnership, the available assets of the Partnership are insufficient to pay Partnership, or proceeds thereof, distributable among the full amount holders of the Liquidating Distributions on all outstanding Series A Preferred Units shall be insufficient to pay in full the above described preferential amount and the corresponding amounts payable liquidating payments on all outstanding any other class or series of Parity Preferred Units, then such assets, or the proceeds thereof, shall be distributed among the holders of Series A Preferred Units and any such other Parity Preferred Units shall share ratably in the same proportion as the respective amounts that would be payable on such Series A Preferred Units and any such distribution of assets other Parity Preferred Units if all amounts payable thereon were paid in proportion to the full Liquidating Distributions to which they would otherwise be respectively entitledfull. (c) After payment Upon any liquidation, dissolution or winding up of the Partnership, after payment shall have been made in full amount to the holders of the Liquidating Distributions to which they are entitled, holders of Series A Preferred Units will have no right and any Parity Preferred Units, any other series or claim class or classes of Junior Preferred Units shall be entitled to receive any and all assets remaining to be paid or distributed, and the holders of the remaining assets of the PartnershipSeries A Preferred Units and any Parity Preferred Units shall not be entitled to share therein. (d) For the avoidance None of doubt, the consolidation, conversion a consolidation or merger of the Partnership with or into any other person, corporation, trust or another entity, a merger of another entity with or into the Partnership, or a sale, lease, transfer lease or conveyance of all or substantially all of the assets Partnership’s property or business of the Partnership shall not be deemed to constitute considered a liquidation, dissolution or winding up of the affairs of the Partnership.

Liquidation Preference. (ai) Upon In the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of Partnership or the PartnershipGeneral Partner, after payment of or provision for the Partnership’s debts and liabilities and any other class or series of equity securities of the Partnership ranking, with respect to rights upon the Partnership’s whether voluntary or involuntary liquidationinvoluntary, dissolution or winding up, senior to the Series A Preferred Units and before any payment or distribution or payment shall be made to the holders of any Common Units, Class P Units, Class R Units or Junior Preferred Units, the holders of the Series A Preferred Units then outstanding shall be entitled to be paid out of the assets of the Partnership legally available shall be made to or set apart for distribution the holders of Junior Units, the holder of the Series D-1 Preferred Units shall be entitled to its Partners a liquidation preference in cash of $25.00 per Series A Preferred Unit (the “Base Liquidation Preference”), plus receive an amount equal to the holder's Capital Account in respect of those Series D-1 Preferred Units; but the holders of Series D-1 Preferred Units shall not be entitled to any accrued and unpaid Series A Preferred Return tofurther payment. If, but not including, the date of payment (together with the Base Liquidation Preference, the “Liquidating Distribution”). (b) If upon any such voluntary or involuntary liquidation, dissolution or winding up of the PartnershipPartnership or the General Partner, the available assets of the Partnership are Partnership, or proceeds thereof, distributable to the holders of Series D-1 Preferred Units, shall be insufficient to pay in full the full preferential amount aforesaid and liquidating payments on any other Parity Units, then such assets, or the proceeds thereof, shall be distributed among the holders of the Liquidating Distributions on all outstanding such Series A D-1 Preferred Units and the corresponding holders of any such other Parity Units ratably in accordance with the respective amounts that would be payable on all outstanding Parity Preferred Units, then the holders of such Series A D-1 Preferred Units and Parity Preferred Units shall share ratably in any such distribution of assets other Parity Units if all amounts payable thereon were paid in proportion to the full Liquidating Distributions to which they would otherwise be respectively entitled. (c) After payment of the full amount of the Liquidating Distributions to which they are entitled, holders of Series A Preferred Units will have no right or claim to any of the remaining assets of the Partnership. (d) full. For the avoidance purposes of doubtthis Section 2.C, the consolidation, conversion (i) a consolidation or merger of the Partnership with or into any other person, corporation, trust or entity, or the saleGeneral Partner with one or more entities, lease, (ii) a statutory share exchange by the Partnership or the General Partner and (iii) a sale or transfer or conveyance of all or substantially all of the assets Partnership's or business of the Partnership General Partner's assets, shall not be deemed to constitute be a liquidation, dissolution or winding up, voluntary or involuntary, of the General Partner. (ii) Subject to the rights of the holders of Partnership Units of any series or class or classes of shares ranking on a parity with or prior to the Series D-1 Preferred Units upon any liquidation, dissolution or winding up of the affairs General Partner or the Partnership, after payment shall have been made in full to the holders of the PartnershipSeries D-1 Preferred Units, as provided in this Section, any series or class or classes of Junior Units shall, subject to any respective terms and provisions applying thereto, be entitled to receive any and all assets remaining to be paid or distributed, and the holder of the Series D-1 Preferred Units shall not be entitled to share therein.

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

Liquidation Preference. (a) Upon any voluntary or involuntary liquidation, dissolution or winding up of the affairs liquidation of the Partnership, after payment of or provision for the Partnership’s debts and liabilities and any other class or series of equity securities of the Partnership ranking, with respect to rights upon the Partnership’s voluntary or involuntary liquidation, dissolution or winding up, senior to the Series A Preferred Units and before any distribution or payment shall be made to the holders of any Common Units, Class P Units, Class R Units or Junior Preferred Units, the holders of the Series A B Preferred Units then outstanding shall be are entitled to be paid out of the assets of the Partnership legally available for distribution to its Partners a liquidation preference in cash equal to the sum of (i) $25.00 per Series A B Preferred Unit Unit, and (the “Base Liquidation Preference”), plus ii) an amount equal to any accrued all accumulated and unpaid Series A Preferred Return to, but not including, distributions up to and including the date of payment (together the redemption, in cash or property at its fair market value as determined by the General Partner before any distribution of assets is made with respect to OP Units or other Partnership Units ranking junior to Series B Preferred Units with respect to distribution rights or rights upon liquidation of the Base Liquidation Preference, the “Liquidating Distribution”)Partnership. (b) If upon any such voluntary or involuntary liquidation, dissolution or winding up liquidation of the Partnership, the available assets of the Partnership are insufficient to pay the full amount of the Liquidating Distributions on all outstanding Series A Preferred Units and the corresponding amounts payable on all outstanding Parity Preferred UnitsPartnership, then or proceeds thereof, distributable among the holders of Series A B Preferred Units shall be insufficient to pay in full the preferential amount and liquidating payments on any other class or series of Preferred Parity Units, then such assets, or the proceeds thereof, shall be distributed among the holders of Series B Preferred Units and any such other Preferred Parity Units ratably in the same proportion as the respective amounts that would be payable on such Series B Preferred Units shall share ratably in and any such distribution of assets other Preferred Parity Units if all amounts payable thereon were paid in proportion to the full Liquidating Distributions to which they would otherwise be respectively entitledfull. (c) After payment Written notice of any such liquidation of the full amount of Partnership, stating the Liquidating Distributions 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 which they are entitledthe payment date stated therein, holders to each holder of Series A B Preferred Units will have no right or claim to any at the respective addresses of such holders as the remaining assets same shall appear on the records of the Partnership. (d) For Upon the avoidance liquidation of doubtthe Partnership, after payment shall have been made in full in respect of the Series B Preferred Units, the consolidation, conversion holders of Series B Preferred Units shall not be entitled to receive any further amounts in respect of Series B Preferred Units. (e) None of a consolidation or merger of the Partnership with or into any other person, corporation, trust or another entity, a merger of another entity with or into the Partnership, a sale, lease, transfer lease or conveyance of all or substantially all of the assets or business of the Partnership Partnership’s property shall not be deemed to constitute considered a liquidation, dissolution or winding up liquidation of the affairs of the PartnershipPartnership for purposes of this Section 5.

Liquidation Preference. (a) Upon any voluntary or involuntary liquidation, dissolution or winding up of the affairs Partnership, before any allocation of income or gain by the Partnership shall be made to or set apart for the holders of any Junior Partnership Units, to the extent possible, the holders of Preferred Units shall be entitled to be allocated income and gain to effectively enable them to receive a liquidation preference (the "Liquidation Preference") of (i) $25 per Preferred Unit, plus (ii) accumulated, accrued and unpaid distributions (whether or not earned or declared) to the date of final distribution to such holders; but such holders shall not be entitled to any further payment or allocation. Until all holders of the PartnershipPreferred Units have been paid the Liquidation Preference in full, after payment no allocation of income or provision for the Partnership’s debts and liabilities and gain will be made to any other class or series holder of equity securities of the Partnership ranking, with respect to rights Junior Units upon the Partnership’s voluntary or involuntary liquidation, dissolution or winding up, senior to the Series A Preferred Units and before any distribution or payment shall be made to the holders of any Common Units, Class P Units, Class R Units or Junior Preferred Units, the holders up of the Series A Preferred Units then outstanding shall be entitled to be paid out of the assets of the Partnership legally available for distribution to its Partners a liquidation preference in cash of $25.00 per Series A Preferred Unit (the “Base Liquidation Preference”), plus an amount equal to any accrued and unpaid Series A Preferred Return to, but not including, the date of payment (together with the Base Liquidation Preference, the “Liquidating Distribution”)Partnership. (b) If If, upon any liquidation, dissolution or winding up of the Partnership, the assets of the Partnership, or proceeds thereof, distributable among the holders of Preferred Partnership Units shall be insufficient to pay in full the Liquidation Preference and liquidating payments on any Parity Partnership Units, then following certain allocations made by the Partnership, such assets, or the proceeds thereof, shall be distributed among the holders of Preferred Units and any such Parity Partnership Units ratably in the same proportion as the respective amounts that would be payable on such Preferred Units and any such Parity Partnership Units if all amounts payable thereon were paid in full. (c) A voluntary or involuntary liquidation, dissolution or winding up of the Partnership, the available assets of the Partnership are insufficient to pay the full amount of the Liquidating Distributions on all outstanding Series A Preferred Units and the corresponding amounts payable on all outstanding Parity Preferred Units, then the holders of Series A Preferred Units and Parity Preferred Units shall share ratably in any such distribution of assets in proportion to the full Liquidating Distributions to which they would otherwise be respectively entitled. (c) After payment of the full amount of the Liquidating Distributions to which they are entitled, holders of Series A Preferred Units will have no right or claim to any of the remaining assets of the Partnership. (d) For the avoidance of doubt, the consolidation, conversion not include a consolidation or merger of the Partnership with one or into any more partnerships, corporations or other person, corporation, trust or entityentities, or the sale, lease, a sale or transfer or conveyance of all or substantially all of the assets or business of the Partnership shall not be deemed to constitute a Partnership's assets. (d) Upon any liquidation, dissolution or winding up of the affairs Partnership, after all allocations shall have been made in full to the holders of Preferred Units and any Parity Partnership Units to enable them to receive their respective liquidation preferences, any Junior Partnership Units shall be entitled to receive any and all assets remaining to be paid or distributed, and the holders of the PartnershipPreferred Units and any Parity Partnership Units shall not be entitled to share therein.

Liquidation Preference. (ai) Upon In the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of Partnership or the PartnershipGeneral Partner, after payment of or provision for the Partnership’s debts and liabilities and any other class or series of equity securities of the Partnership ranking, with respect to rights upon the Partnership’s whether voluntary or involuntary liquidationinvoluntary, dissolution or winding up, senior to the Series A Preferred Units and before any payment or distribution or payment shall be made to the holders of any Common Units, Class P Units, Class R Units or Junior Preferred Units, the holders of the Series A Preferred Units then outstanding shall be entitled to be paid out of the assets of the Partnership legally available shall be made to or set apart for distribution the holders of Junior Units, the General Partner, in its capacity as the holder of the Series D Preferred Units, shall be entitled to its Partners a liquidation preference in cash of receive Twenty-Five Dollars ($25.00 25.00) per Series A D Preferred Unit (the “Base Liquidation Preference”), ) plus an amount equal to any all distributions (whether or not earned or declared) accrued and unpaid Series A Preferred Return to, but not including, thereon to the date of payment (together with final distribution to the Base Liquidation PreferenceGeneral Partner, in its capacity as such holder; but the “Liquidating Distribution”). (b) If General Partner, in its capacity as the holder of Series D Preferred Units, shall not be entitled to any further payment. If, upon any such voluntary or involuntary liquidation, dissolution or winding up of the PartnershipPartnership or the General Partner, the available assets of the Partnership are insufficient to pay the full amount of the Liquidating Distributions on all outstanding Series A Preferred Units and the corresponding amounts payable on all outstanding Parity Preferred Units, then the holders of Series A Preferred Units and Parity Preferred Units shall share ratably in any such distribution of assets in proportion to the full Liquidating Distributions to which they would otherwise be respectively entitled. (c) After payment of the full amount of the Liquidating Distributions to which they are entitled, holders of Series A Preferred Units will have no right or claim to any of the remaining assets of the Partnership. (d) , or proceeds thereof, distributable to the General Partner, in its capacity as the holder of Series D Preferred Units, shall be insufficient to pay in full the preferential amount aforesaid and liquidating payments on any other units of the Partnership ranking on a parity with the Series D Preferred Units as to such distribution, then such assets, or the proceeds thereof, shall be distributed among the General Partner, in its capacity as the holder of such Series D Preferred Units, and the holders of any such other units ratably in accordance with the respective amounts that would be payable on such Series D Preferred Units and any such other units if all amounts payable thereon were paid in full. For the avoidance purposes of doubtthis Section C, the consolidation, conversion (i) a consolidation or merger of the Partnership with or into any other person, corporation, trust or entity, or the saleGeneral Partner with one or more entities, lease, (ii) a statutory share exchange by the Partnership or the General Partner and (iii) a sale or transfer or conveyance of all or substantially all of the assets Partnership’s or business of the Partnership General Partner’s assets, shall not be deemed to constitute be a liquidation, dissolution or winding up, voluntary or involuntary, of the Partnership or General Partner. (ii) Subject to the rights of the holders of Partnership Units of any series or class or classes of shares ranking on a parity with or prior to the Series D Preferred Units upon any liquidation, dissolution or winding up of the affairs General Partner or the Partnership, after payment shall have been made in full to the General Partner, in its capacity as the holder of the PartnershipSeries D Preferred Units, as provided in this Section, any series or class or classes of Junior Units shall, subject to any respective terms and provisions applying thereto, be entitled to receive any and all assets remaining to be paid or distributed, and the General Partner, in its capacity as the holder of the Series D Preferred Units, shall not be entitled to share therein.

Liquidation Preference. (ai) Upon In the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs Company, whether voluntary or involuntary, before any payment or distribution of the Partnership, after payment assets of the Company shall be made to or provision set apart for the Partnership’s debts and liabilities and any other class or series holders of equity securities Junior Units, each holder of the Partnership rankingSeries A Preferred Units shall be entitled to receive an amount equal to such holder's Capital Account in respect of its Series A Preferred Units; but the holders of Series A Preferred Units shall not be entitled to any further payment. If, with respect to rights upon the Partnership’s voluntary or involuntary any such liquidation, dissolution or winding upup of the Company, senior to the Series A Preferred Units and before any distribution assets of the Company, or payment shall be made proceeds thereof, distributable to the holders of any Common Units, Class P Units, Class R Units or Junior Series A Preferred Units, shall be insufficient to pay in full the preferential amount aforesaid and liquidating payments on any other Parity Units, then such assets, or the proceeds thereof, shall be distributed among the holders of the Series A Preferred Units then outstanding shall be entitled to be paid out and the holders of the assets of the Partnership legally available for distribution to its Partners a liquidation preference any such other Parity Units ratably in cash of $25.00 per Series A Preferred Unit (the “Base Liquidation Preference”), plus an amount equal to any accrued and unpaid Series A Preferred Return to, but not including, the date of payment (together accordance with the Base Liquidation Preference, the “Liquidating Distribution”). (b) If upon any respective amounts that would be payable on such voluntary or involuntary liquidation, dissolution or winding up of the Partnership, the available assets of the Partnership are insufficient to pay the full amount of the Liquidating Distributions on all outstanding Series A Preferred Units and the corresponding any such other Parity Units if all amounts payable on all outstanding Parity Preferred Units, then the holders of Series A Preferred Units and Parity Preferred Units shall share ratably thereon were paid in any such distribution of assets in proportion to the full Liquidating Distributions to which they would otherwise be respectively entitled. (c) After payment of the full amount of the Liquidating Distributions to which they are entitled, holders of Series A Preferred Units will have no right or claim to any of the remaining assets of the Partnership. (d) full. For the avoidance purposes of doubtthis Section 4.3(e), the consolidation, conversion none of (i) a consolidation or merger of the Partnership Company with or into any other personone or more entities, corporation(ii) a merger of an entity with or into the Company, trust (iii) a statutory share exchange by the Company or entity, or the (iv) a sale, lease, transfer lease or conveyance of all or substantially all of the Company's assets or business of the Partnership shall not be deemed to constitute be a liquidation, dissolution or winding up up, voluntary or involuntary, of the affairs Company. (ii) Subject to the rights of the Partnershipholders of Parity Units, after payment shall have been made in full to the holders of the Series A Preferred Units as provided in this Section, any series or class or classes of Junior Units shall, subject to any respective terms and provisions applying thereto, be entitled to receive any and all assets remaining to be paid or distributed, and the holders of the Series A Preferred Units shall not be entitled to share therein.

Liquidation Preference. (aA) Upon In the event of any voluntary Liquidation, subject to the prior preferences and other rights of any Series A Senior Units, before any payment or involuntary liquidation, dissolution or winding up distribution of the affairs of the Partnership, after payment of or provision for the Partnership’s debts and liabilities and any other class or series of equity securities assets of the Partnership ranking, with respect to rights upon the Partnership’s voluntary (whether capital or involuntary liquidation, dissolution or winding up, senior to the Series A Preferred Units and before any distribution or payment surplus) shall be made to or set apart for the holders of any Common Units, Class P Units, Class R Units or Series A Junior Preferred Units, the holders of the Series A Preferred Units then outstanding shall be entitled to be paid out of receive One Thousand Dollars ($1,000.00) (the assets of the Partnership legally available for distribution to its Partners a liquidation preference in cash of $25.00 “Series A Liquidation Preference”) per Series A Preferred Unit (the “Base Liquidation Preference”), plus an amount equal to any all distributions (whether or not earned or declared) accrued and unpaid thereon to the date of final distribution to such holders; but such holders shall not be entitled to any further payment. If, upon any Liquidation, the assets of the Partnership, or proceeds thereof, distributable among the holders of the Series A Preferred Return toUnits and all Series A Parity Units shall be insufficient to pay in full the preferential amount aforesaid and liquidating payments on any other units of any class or series of Series A Parity Units, but not includingthen such assets, or the date proceeds thereof, shall be distributed among the holders of payment (together Series A Preferred Units and any such other Series A Parity Units ratably in accordance with the Base Liquidation Preference, the “Liquidating Distribution”)respective amounts that would be payable on such Series A Preferred Units and any such other Series A Parity Units if all amounts payable thereon were paid in full. (bB) If Subject to the rights of the holders of any Series A Parity Units or Series A Senior Units, upon any such voluntary or involuntary liquidation, dissolution or winding up of the Partnership, after payment shall have been made in full to the available assets holders of the Partnership are insufficient to pay the full amount of the Liquidating Distributions on all outstanding Series A Preferred Units and the corresponding amounts payable on all outstanding Parity Preferred Units, then as provided in this Section 5, the holders of Series A Preferred Units and Parity Preferred Units shall share ratably in any such distribution of assets in proportion to the full Liquidating Distributions to which they would otherwise be respectively entitled. (c) After payment of the full amount of the Liquidating Distributions to which they are entitled, holders of Series A Preferred Units will have no right or other claim to any of the remaining assets of the Partnership. Partnership and any other series or class or classes of Series A Junior Units shall, subject to the respective terms and provisions (dif any) For applying thereto, be entitled to receive any and all assets remaining to be paid or distributed, and the avoidance of doubt, the consolidation, conversion or merger holders of the Partnership with or into any other person, corporation, trust or entity, or the sale, lease, transfer or conveyance of all or substantially all of the assets or business of the Partnership Series A Preferred Units shall not be deemed entitled to constitute a liquidation, dissolution or winding up of the affairs of the Partnershipshare therein.

Liquidation Preference. (a) Upon any voluntary or involuntary liquidation, dissolution or winding up of the affairs Partnership, before any allocation of income or gain by the Partnership shall be made to or set apart for the holders of any Junior Partnership Units, to the extent possible, the holders of Preferred Units shall be entitled to be allocated income and gain to effectively enable them to receive a liquidation preference (the "Liquidation Preference") of (i) $25 per Preferred Unit, plus (ii) accumulated, accrued and unpaid distributions (whether or not earned or declared) to the date of final distribution to such holders; but such holders shall not be entitled to any further allocation of income or gain. Until all holders of the PartnershipPreferred Units have been paid the Liquidation Preference in full, after payment no allocation of income or provision for the Partnership’s debts and liabilities and gain will be made to any other class or series holder of equity securities of the Partnership ranking, with respect to rights Junior Units upon the Partnership’s voluntary or involuntary liquidation, dissolution or winding up, senior to the Series A Preferred Units and before any distribution or payment shall be made to the holders of any Common Units, Class P Units, Class R Units or Junior Preferred Units, the holders up of the Series A Preferred Units then outstanding shall be entitled to be paid out of the assets of the Partnership legally available for distribution to its Partners a liquidation preference in cash of $25.00 per Series A Preferred Unit (the “Base Liquidation Preference”), plus an amount equal to any accrued and unpaid Series A Preferred Return to, but not including, the date of payment (together with the Base Liquidation Preference, the “Liquidating Distribution”)Partnership. (b) If If, upon any liquidation, dissolution or winding up of the Partnership, the assets of the Partnership, or proceeds thereof, distributable among the holders of Preferred Partnership Units shall be insufficient to pay in full the Liquidation Preference and liquidating payments on any Parity Partnership Units, then following certain allocations made by the Partnership, such assets, or the proceeds thereof, shall be distributed among the holders of Preferred Units and any such Parity Partnership Units ratably in the same proportion as the respective amounts that would be payable on such Preferred Units and any such Parity Partnership Units if all amounts payable thereon were paid in full. (c) A voluntary or involuntary liquidation, dissolution or winding up of the Partnership, the available assets of the Partnership are insufficient to pay the full amount of the Liquidating Distributions on all outstanding Series A Preferred Units and the corresponding amounts payable on all outstanding Parity Preferred Units, then the holders of Series A Preferred Units and Parity Preferred Units shall share ratably in any such distribution of assets in proportion to the full Liquidating Distributions to which they would otherwise be respectively entitled. (c) After payment of the full amount of the Liquidating Distributions to which they are entitled, holders of Series A Preferred Units will have no right or claim to any of the remaining assets of the Partnership. (d) For the avoidance of doubt, the consolidation, conversion not include a consolidation or merger of the Partnership with one or into any more partnerships, corporations or other person, corporation, trust or entityentities, or the sale, lease, a sale or transfer or conveyance of all or substantially all of the assets or business of the Partnership shall not be deemed to constitute a Partnership's assets. (d) Upon any liquidation, dissolution or winding up of the affairs Partnership, after all allocations shall have been made in full to the holders of Preferred Units and any Parity Partnership Units to enable them to receive their respective liquidation preferences, any Junior Partnership Units shall be entitled to receive any and all assets remaining to be paid or distributed, and the holders of the PartnershipPreferred Units and any Parity Partnership Units shall not be entitled to share therein.

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

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

Liquidation Preference. (ai) Upon In the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs Partnership, the Managing General Partner, in its capacity as holder of the Partnership, after payment of or provision for the Partnership’s debts and liabilities and any other class or series of equity securities of the Partnership ranking, with respect to rights upon the Partnership’s voluntary or involuntary liquidation, dissolution or winding up, senior to the Series A Preferred Units and before any distribution or payment shall be made to the holders of any Common Units, Class P Units, Class R Units or Junior D Preferred Units, the holders of the Series A Preferred Units then outstanding shall be entitled to be paid receive out of the assets of the Partnership legally available for distribution to its the Partners pursuant to Section 13.02.A of the Partnership Agreement a liquidation preference in cash of $25.00 per Series A D Preferred Unit (the “Base Liquidation Preference”)Unit, plus an amount equal to any accrued accumulated and unpaid Series A Preferred Return to, but distributions (whether or not including, earned or authorized) to the date of payment (together with payment, before any distribution of assets is made to holders of Class A Units, Class B Units or any other Partnership Interests that rank junior to the Base Liquidation PreferenceSeries D Preferred Units as to the distribution of assets upon the liquidation, dissolution or winding up of the “Liquidating Distribution”)Partnership, but subject to the preferential rights of the holders of Partnership Interests ranking senior to the Series D Preferred Units as to the distribution of assets upon the liquidation, dissolution or winding up of the Partnership. (bii) If upon any such voluntary or involuntary liquidation, dissolution or winding up of the Partnership, the available assets of the Partnership legally available for distribution to its Partners are insufficient to pay make such full payment to the full amount Managing General Partner, in its capacity as the holder of the Liquidating Distributions on all outstanding Series A D Preferred Units Units, and the corresponding amounts payable on all outstanding Parity other Partnership Interests ranking on a parity with the Series D Preferred Units as to the distribution of assets upon the liquidation, dissolution or winding up of the Partnership, then the Managing General Partner, in its capacity as the holder of the Series D Preferred Units, then the and all other holders of Series A Preferred Units and Parity Preferred Units such Partnership Interests shall share ratably in any such distribution of assets in proportion to the full Liquidating Distributions liquidating distributions (including, if applicable, accumulated and unpaid distributions) to which they would otherwise be respectively entitled. (ciii) After payment of the full amount of the Liquidating Distributions liquidating distributions to which they are entitled, holders the Managing General Partner, in its capacity as the holder of the Series A D Preferred Units will Units, shall have no right or claim to any of the remaining assets of the Partnership. (div) For the avoidance None of doubt, the consolidation, conversion a consolidation or merger of the Partnership with or into any other person, corporation, trust or another entity, a merger of another entity with or into the Partnership, a statutory unit exchange by the Partnership or a sale, lease, transfer lease or conveyance of all or substantially all of the assets Partnership’s property or business of the Partnership shall not be deemed to constitute considered a liquidation, dissolution or winding up of the affairs of the Partnership.

Liquidation Preference. (ai) Upon In the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs Partnership or the General Partner, whether voluntary or involuntary, before any payment or distribution of the Partnership, after payment of or provision for the Partnership’s debts and liabilities and any other class or series of equity securities assets of the Partnership ranking, with respect to rights upon the Partnership’s voluntary or involuntary liquidation, dissolution or winding up, senior to the Series A Preferred Units and before any distribution or payment shall be made to or set apart for the holders of any Common Units, Class P Units, Class R Units or Junior Preferred Units, the holders of the Series A Preferred Units then outstanding shall be entitled to be paid out of the assets of the Partnership legally available for distribution to its Partners a liquidation preference in cash of receive Ten Dollars ($25.00 10.00) per Series A Preferred Unit (the “Base Liquidation Preference”), ) plus an amount equal to any accrued all distributions (whether or not declared) accumulated and unpaid thereon to the date of final distribution to such holder; but the holders of Series A Preferred Return toUnits shall not be entitled to any further payment. If, but not including, the date of payment (together with the Base Liquidation Preference, the “Liquidating Distribution”). (b) If upon any such voluntary or involuntary liquidation, dissolution or winding up of the PartnershipPartnership or the General Partner, the available assets of the Partnership are insufficient Partnership, or proceeds thereof, distributable to pay the full amount of the Liquidating Distributions on all outstanding Series A Preferred Units and the corresponding amounts payable on all outstanding Parity Preferred Units, then the holders of Series A Preferred Units, shall be insufficient to pay in full the preferential amount aforesaid and liquidating payments on any other Parity Units, then such assets, or the proceeds thereof, shall be distributed among the holders of such Series A Preferred Units, and the holders of any such other Parity Units and Parity Preferred Units shall share ratably in any accordance with the respective amounts that would be payable on such distribution of assets in proportion to the full Liquidating Distributions to which they would otherwise be respectively entitled. (c) After payment of the full amount of the Liquidating Distributions to which they are entitled, holders of Series A Preferred Units will have no right or claim to and any of the remaining assets of the Partnership. (d) such other Parity Units if all amounts payable thereon were paid in full. For the avoidance purposes of doubtthis Section C, the consolidation, conversion (i) a consolidation or merger of the Partnership with or into any other person, corporation, trust or entity, or the saleGeneral Partner with one or more entities, lease, (ii) a statutory share exchange by the Partnership or the General Partner and (iii) a sale or transfer or conveyance of all or substantially all of the assets Partnership’s or business of the Partnership General Partner’s assets, shall not be deemed to constitute be a liquidation, dissolution or winding up, voluntary or involuntary, of the General Partner. (ii) Subject to the rights of the holders of Partnership Units of any series or class or classes of shares ranking on a parity with or prior to the Series A Preferred Units upon any liquidation, dissolution or winding up of the affairs General Partner or the Partnership, after payment shall have been made in full to the holders of the PartnershipSeries A Preferred Units, as provided in this Section, any series or class or classes of Junior Units shall, subject to any respective terms and provisions applying thereto, be entitled to receive any and all assets remaining to be paid or distributed. If any liquidation proceeds remain after making such distributions to the holders of the Junior Units, the remaining proceeds shall be distributed to the holders of the Series A Preferred Units, any other holders of shares of any series or class or classes of shares of beneficial interest ranking on a parity with or prior to the Series A Preferred Units and Common Units, on a pro rata, as-if converted, basis. (iii) Notwithstanding anything to the contrary herein, upon the liquidation, dissolution or winding up of the Partnership or the General Partner, after payment shall have been made in full to the holders of the Series A Preferred Units, as provided in this Section C, the Common Units shall be entitled to the payment of the Common Unit Accumulated Amount plus $10.00 per Common Unit, calculated as of the date of such distribution, pro rata among those Persons who hold Common Units. For purposes hereof, the “Common Unit Accumulated Amount” means, as of any date (x) the sum of all amounts previously distributed to holders of Series A Preferred Units pursuant to Section 2(B) less (y) the sum of all amounts previously distributed to holders of Common Units (excluding Common Units that were converted from Series A Preferred Units prior to such distribution).

Liquidation Preference. (aA) Upon In the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Partnership, after payment of or provision for the Partnership’s debts and liabilities and any other class or series of equity securities of the Partnership ranking, with respect to rights upon the Partnership’s whether voluntary or involuntary liquidationinvoluntary, dissolution or winding up, senior to the Series A Preferred Units and before any payment or distribution or payment shall be made to the holders of any Common Units, Class P Units, Class R Units or Junior Preferred Units, the holders of the Series A Preferred Units then outstanding shall be entitled to be paid out of the assets of the Partnership legally available shall be made to or set apart for distribution the holders of Junior Units, the General Partner, in its capacity as holder of the Series C Preferred Units, shall be entitled to its Partners a liquidation preference in cash the sum of (i) $25.00 100,000 per Series A C Preferred Unit (the “Base Liquidation Preference”), "SERIES C LIQUIDATION PREFERENCE") plus (ii) an amount equal to any all distributions (whether or not earned or declared) accumulated, accrued and unpaid Series A Preferred Return to, but not including, thereon to the date of payment (together with final distribution to the Base Liquidation PreferenceGeneral 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. Until the holders of Series C Preferred Units have been paid, the “Liquidating Distribution”). (b) If Series C Liquidation Preference in full, no payment will be made to any holder of Junior Units upon the liquidation, dissolution, or winding up of the General Partner. If, upon any such voluntary or involuntary liquidation, dissolution or winding up of the Partnership, the available assets of the Partnership are insufficient to pay the full amount of the Liquidating Distributions on all outstanding Series A Preferred Units and the corresponding amounts payable on all outstanding Parity Preferred Units, then the holders of Series A Preferred Units and Parity Preferred Units shall share ratably in any such distribution of assets in proportion to the full Liquidating Distributions to which they would otherwise be respectively entitled. (c) After payment of the full amount of the Liquidating Distributions to which they are entitled, holders of Series A Preferred Units will have no right or claim to any of the remaining assets of the Partnership. (d) , or proceeds thereof, distributable to the General Partner, in its capacity as the holder of Series C Preferred Units, shall be insufficient to pay in full the preferential amount aforesaid and liquidating payments on any other class or series of 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 such other Parity Units ratably in accordance with the respective amounts that would be payable on such Series C Preferred Units and such other Parity Units if all amounts payable thereon were paid in full. For the avoidance purposes of doubtthis Section 3, the consolidation, conversion (x) a consolidation or merger of the Partnership with one or into any more partnerships, limited liability companies, corporations, real estate investment trusts or other person, corporation, trust or entity, or the entities and (y) a sale, lease, transfer lease or conveyance of all or substantially all of the assets Partnership's property or business of the Partnership shall not be deemed to constitute be a liquidation, dissolution or winding up, voluntary or involuntary, of the Partnership. (B) Subject to the rights of the holders of Partnership Units of any series or class or classes of shares of capital stock ranking on a parity with or prior to the Series C Preferred Units upon any liquidation, dissolution or winding up of the affairs Partnership, after payment shall have been made in full to the General Partner, in its capacity as the holder of the PartnershipSeries C Preferred Units, as provided in this Section 3, any other series or class or classes of Junior Units shall, subject to any respective terms and provisions applying thereto, be entitled to receive any and all assets remaining to be paid or distributed, and the General Partner, in its capacity as the holder of the Series C Preferred Units, shall not be entitled to share therein.

Liquidation Preference. (a) Upon any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Partnership, after payment of or provision for the Partnership’s debts and liabilities and any other class or series of equity securities of the Partnership ranking, with respect to rights upon the Partnership’s voluntary or involuntary liquidation, dissolution or winding up, senior to the Series A Preferred Units and before any distribution or payment shall be made to the holders of any Common Units, Class P Units, Class R Units or Junior Preferred Units, the holders of the Series A Preferred Units then outstanding shall be are entitled to be paid out of the assets of the Partnership legally available for distribution to its Partners a liquidation preference in cash of (x) $25.00 25 per Series A Preferred Unit (the “Base Liquidation Preference”), plus an amount equal to any accrued all accumulated and unpaid Series A Preferred Return distributions to, but not including, the date of payment (together with the Base Liquidation Preferenceredemption, in cash or property at its fair market value as determined by the “Liquidating Distribution”)General Partner before any distribution of assets is made to Common Units or Junior Preferred Units. (b) If upon any such voluntary or involuntary liquidation, dissolution or winding up of the Partnership, the available assets of the Partnership are insufficient to pay Partnership, or proceeds thereof, distributable among the full amount holders of the Liquidating Distributions on all outstanding Series A Preferred Units shall be insufficient to pay in full the above described preferential amount and the corresponding amounts payable liquidating payments on all outstanding any other class or series of Parity Preferred Units, then such assets, or the proceeds thereof, shall be distributed among the holders of Series A Preferred Units and any such other Parity Preferred Units shall share ratably in the same proportion as the respective amounts that would be payable on such Series A Preferred Units and any such distribution of assets other Parity Preferred Units if all amounts payable thereon were paid in proportion to the full Liquidating Distributions to which they would otherwise be respectively entitledfull. (c) After payment Upon any liquidation, dissolution or winding up of the Partnership, after payment shall have been made in full amount to the holders of the Liquidating Distributions to which they are entitled, holders of Series A Preferred Units will have no right and any Parity Preferred Units, any other series or claim class or classes of Junior Preferred Units shall be entitled to receive any and all assets remaining to be paid or distributed, and the holders of the remaining assets of the PartnershipSeries A Preferred Units and any Parity Preferred Units shall not be entitled to share therein. (d) For the avoidance None of doubt, the consolidation, conversion a consolidation or merger of the Partnership with or into any other person, corporation, trust or another entity, a merger of another entity with or into the Partnership, or a sale, lease, transfer lease or conveyance of all or substantially all of the assets Partnership’s property or business of the Partnership shall not be deemed to constitute considered a liquidation, dissolution or winding up of the affairs of the Partnership.

Liquidation Preference. (a) a. Upon any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Partnership, after payment the holders of or provision for the Partnership’s debts and liabilities and any other class or series of equity securities of the Partnership ranking, with respect to rights upon the Partnership’s voluntary or involuntary liquidation, dissolution or winding up, senior to the Series A Preferred Units and before any distribution or payment shall be made to the holders of any Common Units, Class P Units, Class R Units or Junior Preferred Units, the holders of the Series A Preferred Partnership Units then outstanding shall be are entitled to be paid out of the assets of the Partnership legally available for distribution to its Partners partners a liquidation preference in cash of $25.00 per Series A Preferred Unit (the “Base Liquidation Preference”)share, plus an amount equal to any accrued and unpaid distributions to the date of payment, before any distribution of assets is made to holders of Common Units or any other class or series of Partnership Units that ranks junior to the Series A Preferred Return to, but not including, the date of payment (together with the Base Liquidation Preference, the “Liquidating Distribution”). (b) If upon any such voluntary or involuntary liquidation, dissolution or winding up of the Partnership, the available assets of the Partnership are insufficient Units as to pay the full amount of the Liquidating Distributions on all outstanding Series A Preferred Units and the corresponding amounts payable on all outstanding Parity Preferred Units, then the holders of Series A Preferred Units and Parity Preferred Units shall share ratably in any such distribution of assets in proportion to the full Liquidating Distributions to which they would otherwise be respectively entitled. (c) liquidation rights. After payment of the full amount of the Liquidating Distributions liquidating distributions to which they are entitled, the holders of Series A Preferred Partnership Units will have no right or claim to any of the remaining assets of the Partnership. (d) For b. In the avoidance of doubtevent that, upon any such voluntary or involuntary liquidation, dissolution or winding up, the available assets of the Partnership are insufficient to pay the amount of the liquidating distributions on all outstanding Series A Preferred Partnership Units and the corresponding amounts payable on all Partnership Units of other classes or series of Partnership Units ranking on a parity with the Series A Preferred Partnership Units in the distribution of assets, then the holders of the Series A Preferred Partnership Units and all other such classes or series of Partnership Units shall share ratably in any such distribution of assets in proportion to the full liquidating distributions to which they would otherwise be respectively entitled. c. 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 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 Partnership Units at the respective addresses of such holders as the same shall appear in the books and records of the Partnership. d. The consolidation, conversion combination or merger of the Partnership with or into any other person, corporation, trust partnership or entityentity or consolidation or merger of any other corporation with or into the Partnership, or the sale, lease, transfer lease or conveyance of all or substantially all of the assets Partnership’s assets, property or business of the Partnership or any statutory share exchange, shall not be deemed to constitute a liquidation, dissolution or winding up of the affairs of the Partnership.

Liquidation Preference. (aA) Upon In the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Partnership, after payment of or provision for the Partnership’s debts and liabilities and any other class or series of equity securities of the Partnership ranking, with respect to rights upon the Partnership’s whether voluntary or involuntary liquidationinvoluntary, dissolution or winding up, senior to the Series A Preferred Units and before any payment or distribution or payment shall be made to the holders of any Common Units, Class P Units, Class R Units or Junior Preferred Units, the holders of the Series A Preferred Units then outstanding shall be entitled to be paid out of the assets of the Partnership legally available shall be made to or set apart for distribution the holders of Junior Units, the General Partner, in its capacity as holder of the Series E Preferred Units, shall be entitled to its Partners a liquidation preference in cash of receive Two Thousand Five Hundred Dollars ($25.00 per Series A Preferred Unit 2,500.00) (the “Base Series E Liquidation Preference”), ) per Series E Preferred Unit plus an amount equal to any all dividends accrued and unpaid on one Series A E Preferred Return to, but not including, Share to the date of final distribution 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 (together with the Base Liquidation Preferencerespect to such Series E Preferred Units. If, the “Liquidating Distribution”). (b) If upon any such voluntary or involuntary liquidation, dissolution or winding up of the Partnership, the available assets of the Partnership are insufficient to pay the full amount of the Liquidating Distributions on all outstanding Series A Preferred Units and the corresponding amounts payable on all outstanding Parity Preferred Units, then the holders of Series A Preferred Units and Parity Preferred Units shall share ratably in any such distribution of assets in proportion to the full Liquidating Distributions to which they would otherwise be respectively entitled. (c) After payment of the full amount of the Liquidating Distributions to which they are entitled, holders of Series A Preferred Units will have no right or claim to any of the remaining assets of the Partnership. (d) , or proceeds thereof, distributable to the General Partner, in its capacity as the holder of Series E Preferred Units, shall be insufficient to pay in full the preferential amount aforesaid and liquidating payments on any other class or series of 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 such other Parity Units ratably in accordance with the respective amounts that would be payable on such Series E Preferred Units and such other Parity Units if all amounts payable thereon were paid in full. For the avoidance purposes of doubtthis Section 3, the consolidation, conversion (x) a consolidation or merger of the Partnership with or into any other person, corporation, trust or entity, or the General Partner with one or more partnerships, limited liability companies, corporations, real estate investment trusts or other entities and (y) a sale, lease, transfer lease or conveyance of all or substantially all of the assets Partnership’s property or business of the Partnership shall not be deemed to constitute be a liquidation, dissolution or winding up, voluntary or involuntary, of the Partnership. (B) Subject to the rights of the holders of Partnership Units of any series or class ranking on a parity with or prior to the Series E Preferred Units upon any liquidation, dissolution or winding up of the affairs Partnership, after payment shall have been made in full to the General Partner, in its capacity as the holder of the PartnershipSeries E Preferred Units, as provided in this Section 3, any other series or class or classes of Junior Units shall, subject to any respective terms and provisions applying thereto, be entitled to receive any and all assets remaining to be paid or distributed, and the General Partner, in its capacity as the holder of the Series E Preferred Units, shall not be entitled to share therein.

Liquidation Preference. (aA) Upon In the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Partnership, after payment of or provision for the Partnership’s debts and liabilities and any other class or series of equity securities of the Partnership ranking, with respect to rights upon the Partnership’s whether voluntary or involuntary liquidationinvoluntary, dissolution or winding up, senior to the Series A Preferred Units and before any payment or distribution or payment shall be made to the holders of any Common Units, Class P Units, Class R Units or Junior Preferred Units, the holders of the Series A Preferred Units then outstanding shall be entitled to be paid out of the assets of the Partnership legally available shall be made to or set apart for distribution the holders of Junior Units, the General Partner, in its capacity as holder of the Series B Preferred Units, shall be entitled to its Partners a liquidation preference in cash of receive Twenty Eight Dollars and Fifty Cents ($25.00 28.50) (the "Series B Liquidation PreferencE") per Series A B Preferred Unit (the “Base Liquidation Preference”), plus an amount equal to any all distributions (whether or not earned or declared) accumulated, accrued and unpaid Series A Preferred Return to, but not including, thereon to the date of payment final distribution 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 (together with i) the Base Liquidation Preference, distribution provided in clause (a) of the “Liquidating Distribution”). first sentence of Section 2(A) or (ii) the distribution determined pursuant to clause (b) If of the first sentence of Section 2(A) for the preceding Distribution Period. Until the holders of Series B Preferred Units have been paid, the Series B Liquidation Preference in full, no payment will be made to any holder of Junior Units upon the liquidation, dissolution, or winding up of the General Partner. If, upon any such voluntary or involuntary liquidation, dissolution or winding up of the Partnership, the available assets of the Partnership are insufficient to pay the full amount of the Liquidating Distributions on all outstanding Series A Preferred Units and the corresponding amounts payable on all outstanding Parity Preferred Units, then the holders of Series A Preferred Units and Parity Preferred Units shall share ratably in any such distribution of assets in proportion to the full Liquidating Distributions to which they would otherwise be respectively entitled. (c) After payment of the full amount of the Liquidating Distributions to which they are entitled, holders of Series A Preferred Units will have no right or claim to any of the remaining assets of the Partnership. (d) , or proceeds thereof, distributable to the General Partner, in its capacity as the holder of Series B Preferred Units, shall be insufficient to pay in full the preferential amount aforesaid and liquidating payments on any other class or series of 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 B Preferred Units, and the holders of such other Parity Units ratably in accordance with the respective amounts that would be payable on such Series B Preferred Units and such other Parity Units if all amounts payable thereon were paid in full. For the avoidance purposes of doubtthis Section 3, the consolidation, conversion (x) a consolidation or merger of the Partnership with one or into any more partnerships, limited liability companies, corporations, real estate investment trusts or other person, corporation, trust or entity, or the entities and (y) a sale, lease, transfer lease or conveyance of all or substantially all of the assets Partnership's property or business of the Partnership shall not be deemed to constitute be a liquidation, dissolution or winding up, voluntary or involuntary, of the Partnership. (B) Subject to the rights of the holders of Partnership Units of any Parity Units upon any liquidation, dissolution or winding up of the affairs Partnership, after payment shall have been made in full to the General Partner, in its capacity as the holder of the PartnershipSeries B Preferred Units, as provided in this Section 3, any other series or class or classes of Junior Units shall, subject to any respective terms and provisions applying thereto, be entitled to receive any and all assets remaining to be paid or distributed, and the General Partner, in its capacity as the holder of the Series B Preferred Units, shall not be entitled to share therein.

Liquidation Preference. (a) Upon In the event of any voluntary or involuntary liquidation, dissolution dissolution, or winding up of the affairs Partnership, whether voluntary or involuntary, before any payment or distribution of the Partnership, after payment assets of the Partnership shall be made to or provision set apart for the Partnership’s debts and liabilities and holders of any other class or series of equity securities Limited Partnership Interest ranking junior to the Series A Preferred Units, the Series A Holders shall be entitled to receive the Liquidation Preference, plus an amount equal to all distributions declared and unpaid thereon to the date of final distribution. If, upon any such liquidation, dissolution, or winding up of the Partnership rankingthe assets of the Partnership, or proceeds thereof, distributable to the Series A Holders shall be insufficient to pay in full the preferential amount aforesaid as liquidating payments on any other Partnership Securities ranking on a parity with respect the Series A Preferred Units as to rights upon such distribution, then such assets, or the proceeds thereof, shall be distributed among the Series A Preferred Units and the holders of any such other Partnership Securities ratably in accordance with the respective amounts that would be payable on such Series A Preferred Units and any such other Partnership Securities if all amounts payable thereon were paid in full. For the purposes of this Section 5, (i) a consolidation or merger of the Partnership or General Partner with one or more entities, (ii) a statutory unit or share exchange by the Partnership or General Partner, and (iii) a sale or transfer of all or substantially all of the Partnership’s voluntary or involuntary General Partner’s assets shall not be deemed to be a liquidation, dissolution dissolution, or winding up, voluntary or involuntary, of the Partnership or General Partner. In making liquidating distributions pursuant to any applicable provision of the Agreement, the General Partner shall take into account the provisions of this Section 5. (b) Subject to the rights of the holders of Partnership Securities of any series or class ranking on a parity with or senior to the Series A Preferred Units and before any distribution or payment shall be made to the holders of any Common Units, Class P Units, Class R Units or Junior Preferred Units, the holders of the Series A Preferred Units then outstanding shall be entitled to be paid out of the assets of the Partnership legally available for distribution to its Partners a liquidation preference in cash of $25.00 per Series A Preferred Unit (the “Base Liquidation Preference”), plus an amount equal to any accrued and unpaid Series A Preferred Return to, but not including, the date of payment (together with the Base Liquidation Preference, the “Liquidating Distribution”). (b) If upon any such voluntary or involuntary liquidation, dissolution dissolution, or winding up of the Partnership, after payment shall have been made in full to the available assets Series A Holders as provided in this Section 5, any class or series of Limited Partnership Interest ranking junior to the Partnership are insufficient to pay the full amount of the Liquidating Distributions on all outstanding Series A Preferred Units shall, subject to any respective terms and provisions applying thereto, be entitled to receive any and all assets remaining to be paid or distributed, and the corresponding amounts payable on all outstanding Parity Preferred Units, then the holders of Series A Preferred Units and Parity Preferred Units shall share ratably in any such distribution of assets in proportion to the full Liquidating Distributions to which they would otherwise be respectively entitled. (c) After payment of the full amount of the Liquidating Distributions to which they are entitled, holders of Series A Preferred Units will have no right or claim to any of the remaining assets of the Partnership. (d) For the avoidance of doubt, the consolidation, conversion or merger of the Partnership with or into any other person, corporation, trust or entity, or the sale, lease, transfer or conveyance of all or substantially all of the assets or business of the Partnership Holders shall not be deemed entitled to constitute a liquidation, dissolution or winding up of the affairs of the Partnershipshare therein.

Liquidation Preference. (a) Upon In the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Partnership, after whether voluntary or involuntary, before any payment of or provision for the Partnership’s debts and liabilities and any other class or series of equity securities distribution of the Partnership ranking(whether capital, with respect to rights upon the Partnership’s voluntary surplus or involuntary liquidation, dissolution or winding up, senior to the Series A Preferred Units and before any distribution or payment otherwise) shall be made to or set apart for the holders of any Common Units, Class P Units, Class R Units or Junior Preferred Partnership Units, the holders of the Series A 10% Cumulative Redeemable Preferred Units then outstanding shall be entitled to be paid out of the assets of the Partnership legally available for distribution to its Partners a liquidation preference in cash of receive one thousand dollars ($25.00 1,000.00) per Series A 10% Cumulative Redeemable Preferred Unit (the “Base Liquidation Preference”), plus an amount per 10% Cumulative Redeemable Preferred Unit equal to any all dividends (whether or not declared or earned) accumulated, accrued and unpaid Series A on one share of 10% Cumulative Redeemable Preferred Return to, but not including, 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 10% Cumulative Redeemable Preferred Units have been paid the Liquidation Preference in full, plus an amount equal to all dividends (whether or not declared or earned) accumulated, accrued and unpaid on the 10% Cumulative Redeemable Preferred Stock to the date of final distribution to such holders, no payment (together with shall be made to any holder of Junior Partnership Units upon the Base Liquidation Preferenceliquidation, dissolution or winding up of the “Liquidating Distribution”). (b) If Partnership. If, upon any such voluntary or involuntary liquidation, dissolution or winding up of the Partnership, the available assets of the Partnership are insufficient to pay the full amount of the Liquidating Distributions on all outstanding Series A Preferred Units and the corresponding amounts payable on all outstanding Parity Preferred Units, then the holders of Series A Preferred Units and Parity Preferred Units shall share ratably in any such distribution of assets in proportion to the full Liquidating Distributions to which they would otherwise be respectively entitled. (c) After payment of the full amount of the Liquidating Distributions to which they are entitled, holders of Series A Preferred Units will have no right or claim to any of the remaining assets of the Partnership. (d) , or proceeds thereof, distributable among the holders of 10% Cumulative Redeemable Preferred Units shall be insufficient to pay in full the preferential amount aforesaid and liquidating payments on any Parity Partnership Units, then such assets, or the proceeds thereof, shall be distributed among the holders of 10% Cumulative Redeemable Preferred Units and any such Parity Partnership Units ratably in the same proportion as the respective amounts that would be payable on such 10% Cumulative Redeemable Preferred Units and any such other Parity Partnership Units if all amounts payable thereon were paid in full. For the avoidance purposes of doubtthis Section 4, the consolidation, conversion (i) a consolidation or merger of the Partnership with one or into any other person, corporation, trust or entitymore partnerships, or the sale, lease, (ii) a sale or transfer or conveyance of all or substantially all of the Partnership’s assets or business of the Partnership shall not be deemed to constitute be a liquidation, dissolution or winding up, voluntary or involuntary, of the Partnership. (b) Upon any liquidation, dissolution or winding up of the affairs Partnership, after payment shall have been made in full to the holders of 10% Cumulative Redeemable Preferred Units and any Parity Partnership Units, as provided in this Section 4, any other series or class or classes of Junior Partnership Units shall, subject to the respective terms thereof, be entitled to receive any and all assets remaining to be paid or distributed, and the holders of the Partnership10% Cumulative Redeemable Preferred Units and any Parity Partnership Units shall not be entitled to share therein.

Liquidation Preference. (a) Upon 4.1 In the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Partnership, after whether voluntary or involuntary, before any payment of or provision for the Partnership’s debts and liabilities and any other class or series of equity securities distribution of the Partnership ranking(whether capital, with respect to rights upon the Partnership’s voluntary surplus or involuntary liquidation, dissolution or winding up, senior to the Series A Preferred Units and before any distribution or payment otherwise) shall be made to or set apart for the holders of any Common Units, Class P Units, Class R Units or the Series A Convertible Junior Preferred Partnership Units, the holders of the Series A Convertible Preferred Units then outstanding shall be entitled to be paid out of the assets of the Partnership legally available for distribution to its Partners a liquidation preference in cash of receive $25.00 10.00 per Series A Convertible Preferred Unit (the “Base Series A Convertible Liquidation Preference”), plus an amount per Series A Convertible Preferred Unit equal to any all distributions (whether or not declared or earned) accrued and unpaid on the Series A Convertible Preferred Return toUnit; but such holders shall not be entitled to any further payment. Until the holders of the Series A Convertible Preferred Units have been paid the Series A Convertible Liquidation Preference in full, but plus an amount equal to all distributions (whether or not including, declared or earned) accrued and unpaid on the Series A Convertible Preferred Units to the date of final distribution to such holders, no payment (together with shall be made to any holder of Series A Convertible Junior Partnership Units upon the Base Liquidation Preferenceliquidation, dissolution or winding up of the “Liquidating Distribution”). (b) If Partnership. If, upon any such voluntary or involuntary liquidation, dissolution or winding up of the Partnership, the available assets of the Partnership are insufficient to pay the full amount of the Liquidating Distributions on all outstanding Series A Preferred Units and the corresponding amounts payable on all outstanding Parity Preferred Units, then the holders of Series A Preferred Units and Parity Preferred Units shall share ratably in any such distribution of assets in proportion to the full Liquidating Distributions to which they would otherwise be respectively entitled. (c) After payment of the full amount of the Liquidating Distributions to which they are entitled, holders of Series A Preferred Units will have no right or claim to any of the remaining assets of the Partnership. (d) For , or proceeds thereof, distributable among the avoidance of doubt, the consolidation, conversion or merger holders of the Series A Convertible Preferred Units shall be insufficient to pay in full the preferential amount aforesaid and liquidating payments on any Series A Convertible Parity Partnership with or into any other personUnits, corporation, trust or entitythen such assets, or the saleproceeds thereof, lease, transfer or conveyance of all or substantially all shall be distributed among the holders of the assets or business of Series A Convertible Preferred Units and any such Series A Convertible Parity Partnership Units ratably in the same proportion as the respective amounts that would be payable on such Series A Convertible Preferred Units and any such other Series A Convertible Parity Partnership shall not be deemed to constitute a Units if all amounts payable thereon were paid in full. 4.2 Upon any liquidation, dissolution or winding up of the affairs Partnership, after payment shall have been made in full to the holders of the PartnershipSeries A Convertible Preferred Units and any Series A Convertible Parity Partnership Units, as provided in this Section 4, any other series or class or classes of Series A Convertible Junior Partnership Units shall, subject to the respective terms thereof, be entitled to receive any and all assets remaining to be paid or distributed, and the holders of the Series A Convertible Preferred Units and any Series A Convertible Parity Partnership Units shall not be entitled to share therein.

Liquidation Preference. (a) Upon In the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs Partnership, whether voluntary or involuntary, before any payment or distribution of the Partnership, after payment of or provision for the Partnership’s debts and liabilities and any other class or series of equity securities assets of the Partnership ranking, with respect to rights upon the Partnership’s voluntary or involuntary liquidation, dissolution or winding up, senior to the Series A Preferred Units and before any distribution or payment shall be made to or set apart for the holders of any Common Units, Class P Units, Class R Units or Junior Preferred Units, the holders of the Series A B Preferred Partnership Units then outstanding shall be entitled to be paid out of the assets of the Partnership legally available for distribution to its Partners a liquidation preference in cash of receive $25.00 100.00 per Series A Preferred Unit (the “Base Liquidation Preference”), ) plus an amount per Unit equal to any accrued all distributions (whether or not earned or declared) accumulated and unpaid Series A Preferred Return thereon to, but not including, the date of payment (together with final distribution to such holders; but such holders of the Base Liquidation PreferenceSeries B Preferred Partnership Units shall not be entitled to any further payment. If, the “Liquidating Distribution”). (b) If upon any such voluntary or involuntary liquidation, dissolution or winding up of the Partnership, the available assets of the Partnership are insufficient to pay the full amount of the Liquidating Distributions on all outstanding Series A Preferred Units and the corresponding amounts payable on all outstanding Parity Preferred Units, then the holders of Series A Preferred Units and Parity Preferred Units shall share ratably in any such distribution of assets in proportion to the full Liquidating Distributions to which they would otherwise be respectively entitled. (c) After payment of the full amount of the Liquidating Distributions to which they are entitled, holders of Series A Preferred Units will have no right or claim to any of the remaining assets of the Partnership. (d) , or proceeds thereof, distributable among the holders of the Series B Preferred Partnership Units shall be insufficient to pay in full the preferential amount aforesaid and liquidating payments on any other Parity Units, then such assets, or the proceeds thereof, shall be distributed among the holders of such Series B Preferred Partnership Units and any such other Parity Units ratably in accordance with the respective amounts that would be payable on such Series B Preferred Partnership Units and any such other Parity Units if all amounts payable thereon were paid in full. For the avoidance purposes of doubtthis Section 4, the consolidation, conversion none of (i) a consolidation or merger of the Partnership with one or into any other personmore entities, corporation, trust (ii) a statutory Unit exchange or entity, (iii) a sale or the sale, lease, transfer or conveyance of all or substantially all of the Partnership’s assets or business of the Partnership shall not be deemed to constitute be a liquidation, dissolution or winding up, voluntary or involuntary, of the Partnership. (b) Until payment shall have been made in full to the holders of Series B Preferred Partnership Units, as provided in this Section 4, and to the holders of Parity Units, subject to any terms and provisions applying thereto, no payment will be made to any holder of Junior Units, upon the liquidation, dissolution or winding up of the affairs Partnership. Subject to the rights of the holders of Parity Units, upon any liquidation, dissolution or winding up of the Partnership, after payment shall have been made in full to the holders of the Series B Preferred Partnership Units, as provided in this Section 4, any series or class or classes of Junior Units shall be entitled to receive, subject to any respective terms and provisions applying thereto, any and all assets remaining to be paid or distributed, and the holders of the Series B Preferred Partnership Units shall not be entitled to share therein.

Liquidation Preference. (ai) Upon In the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of Partnership or the PartnershipGeneral Partner, after payment of or provision for the Partnership’s debts and liabilities and any other class or series of equity securities of the Partnership ranking, with respect to rights upon the Partnership’s whether voluntary or involuntary liquidationinvoluntary, dissolution or winding up, senior to the Series A Preferred Units and before any payment or distribution or payment shall be made to the holders of any Common Units, Class P Units, Class R Units or Junior Preferred Units, the holders of the Series A Preferred Units then outstanding shall be entitled to be paid out of the assets of the Partnership legally available shall be made to or set apart for distribution the holders of Junior Units, the General Partner, in its capacity as the holder of the Series B Pass-Through Preferred Units, shall be entitled to its Partners a liquidation preference in cash of receive Twenty-Five Dollars ($25.00 25.00) per Series A B Pass-Through Preferred Unit (the “Base "Liquidation Preference”), ") plus an amount equal to any all distributions (whether or not earned or declared) accrued and unpaid Series A Preferred Return to, but not including, thereon to the date of payment (together with final distribution to the Base Liquidation PreferenceGeneral Partner, in its capacity as such holder; but the “Liquidating Distribution”). (b) If General Partner, in its capacity as the holder of Series B Pass-Through Preferred Units, shall not be entitled to any further payment. If, upon any such voluntary or involuntary liquidation, dissolution or winding up of the PartnershipPartnership or the General Partner, the available assets of the Partnership are insufficient to pay the full amount of the Liquidating Distributions on all outstanding Series A Preferred Units and the corresponding amounts payable on all outstanding Parity Preferred Units, then the holders of Series A Preferred Units and Parity Preferred Units shall share ratably in any such distribution of assets in proportion to the full Liquidating Distributions to which they would otherwise be respectively entitled. (c) After payment of the full amount of the Liquidating Distributions to which they are entitled, holders of Series A Preferred Units will have no right or claim to any of the remaining assets of the Partnership. (d) , or proceeds thereof, distributable to the General Partner, in its capacity as the holder of Series B Pass-Through Preferred Units, shall be insufficient to pay in full the preferential amount aforesaid and liquidating payments on any other 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 B Pass-Through Preferred Units, and the holders of any such other Parity Units ratably in accordance with the respective amounts that would be payable on such Series B Pass-Through Preferred Units and any such other Parity Units if all amounts payable thereon were paid in full. For the avoidance purposes of doubtthis Section C, the consolidation, conversion (i) a consolidation or merger of the Partnership with or into any other person, corporation, trust or entity, or the saleGeneral Partner with one or more entities, lease, (ii) a statutory share exchange by the Partnership or the General Partner and (iii) a sale or transfer or conveyance of all or substantially all of the assets Partnership's or business of the Partnership General Partner's assets, shall not be deemed to constitute be a liquidation, dissolution or winding up, voluntary or involuntary, of the General Partner. (ii) Subject to the rights of the holders of Partnership Units of any series or class or classes of shares ranking on a parity with or prior to the Series B Pass-Through Preferred Units upon any liquidation, dissolution or winding up of the affairs General Partner or the Partnership, after payment shall have been made in full to the General Partner, in its capacity as the holder of the PartnershipSeries B Pass-Through Preferred Units, as provided in this Section, any series or class or classes of Junior Units shall, subject to any respective terms and provisions applying thereto, be entitled to receive any and all assets remaining to be paid or distributed, and the General Partner, in its capacity as the holder of the Series B Pass-Through Preferred Units, shall not be entitled to share therein.

Liquidation Preference. (ai) Upon In the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of Partnership or the PartnershipGeneral Partner, after payment of or provision for the Partnership’s debts and liabilities and any other class or series of equity securities of the Partnership ranking, with respect to rights upon the Partnership’s whether voluntary or involuntary liquidationinvoluntary, dissolution or winding up, senior to the Series A Preferred Units and before any payment or distribution or payment shall be made to the holders of any Common Units, Class P Units, Class R Units or Junior Preferred Units, the holders of the Series A Preferred Units then outstanding shall be entitled to be paid out of the assets of the Partnership legally available shall be made to or set apart for distribution the holders of Junior Units, holders of the Series G-2 Preferred Units shall be entitled to its Partners a liquidation preference in cash of $25.00 receive the Series G-2 Preferred Unit Redemption Value per Series A G-2 Preferred Unit (the “Base Liquidation Preference”), plus an amount equal to any all distributions (whether or not earned or declared) accrued and unpaid Series A Preferred Return to, but not including, thereon to the date of payment (together with final distribution to such holders, but the Base Liquidation Preferenceholders of Series G-2 Preferred Units shall not be entitled to any further payment. If, the “Liquidating Distribution”). (b) If upon any such voluntary or involuntary liquidation, dissolution or winding up of the PartnershipPartnership or the General Partner, the available assets of the Partnership are Partnership, or proceeds thereof, distributable to the holders of Series G-2 Preferred Units shall be insufficient to pay in full the full preferential amount aforesaid and liquidating payments on any other Parity Units, then such assets, or the proceeds thereof, shall be distributed among the holders of the Liquidating Distributions on all outstanding Series A G-2 Preferred Units and the corresponding holders of any such other Parity Units ratably in accordance with the respective amounts that would be payable on all outstanding Parity Preferred Units, then the holders of such Series A G-2 Preferred Units and Parity Preferred Units shall share ratably in any such distribution of assets other Parity Units if all amounts payable thereon were paid in proportion to the full Liquidating Distributions to which they would otherwise be respectively entitled. (c) After payment of the full amount of the Liquidating Distributions to which they are entitled, holders of Series A Preferred Units will have no right or claim to any of the remaining assets of the Partnership. (d) full. For the avoidance purposes of doubtthis Section 2.C and 2.G, the consolidation, conversion (i) a consolidation or merger of the Partnership with or into any other person, corporation, trust or entity, or the saleGeneral Partner with one or more entities, lease, (ii) a statutory share exchange by the Partnership or the General Partner and (iii) a sale or transfer or conveyance of all or substantially all of the assets Partnership’s or business of the Partnership General Partner’s assets, shall not be deemed to constitute be a liquidation, dissolution or winding up, voluntary or involuntary, of the Partnership or General Partner. (ii) Subject to the rights of the holders of Partnership Units of any series or class or classes of shares ranking on a parity with or prior to the Series G-2 Preferred Units upon any liquidation, dissolution or winding up of the affairs General Partner or the Partnership, after payment shall have been made in full to the holders of the PartnershipSeries G-2 Preferred Units, as provided in this Section, any series or class or classes of Junior Units shall, subject to any respective terms and provisions applying thereto, be entitled to receive any and all assets remaining to be paid or distributed, and the holder of the Series G-2 Preferred Units shall not be entitled to share therein.

Liquidation Preference. (a) Upon In the event of any voluntary Liquidation Event, before any payment or involuntary liquidation, dissolution or winding up distribution of the affairs assets of the Partnership, after payment of or provision for the Partnership’s debts and liabilities and any other class or series of equity securities of the Partnership ranking, with respect to rights upon the Partnership’s voluntary or involuntary liquidation, dissolution or winding up, senior to the Series A Preferred Units and before any distribution or payment Company shall be made to or set apart for the holders of any Common Units, Class P Units, Class R Units or Junior Preferred Units, the holders of the Series A B Preferred Units then outstanding shall be entitled to be paid out of receive (i) a liquidating distribution in the assets of the Partnership legally available for distribution to its Partners a liquidation preference in cash amount of $25.00 per unit, plus (ii) an amount per Series A B Preferred Unit equal to all distributions (whether or not authorized or declared) accrued and unpaid thereon to, but excluding, the date of final distribution to such holders (the “Base Liquidation Preference”), plus an amount equal . Such holders of the Series B Preferred Units shall not be entitled to any accrued and unpaid Series A Preferred Return to, but not including, the date of payment (together with the Base Liquidation Preference, the “Liquidating Distribution”)further payment. (b) If If, upon any such voluntary or involuntary liquidation, dissolution or winding up of the PartnershipLiquidation Event, the available assets of the Partnership are Company, or proceeds thereof, distributable among the holders of the Series B Preferred Units shall be insufficient to pay in full the full preferential amount of aforesaid and liquidating payments on any other Parity Units, including the Liquidating Distributions on all outstanding Series A Preferred Units and the corresponding amounts payable on all outstanding Parity Preferred Units, then such assets, or the proceeds thereof, shall be distributed among the holders of such Series B Preferred Units and any such other Parity Units, including the Series A Preferred Units, ratably in accordance with the respective amounts that would be payable on such Series B Preferred Units and Parity Preferred Units shall share ratably in any such distribution of assets in proportion to other Parity Units, including the full Liquidating Distributions to which they would otherwise be respectively entitled. (c) After payment of the full amount of the Liquidating Distributions to which they are entitled, holders of Series A Preferred Units will have no right or claim to any of the remaining assets of the Partnership. (d) Units, if all amounts payable thereon were paid in full. For the avoidance purposes of doubtthis paragraph (6), the consolidation, conversion none of (i) a consolidation or merger of the Partnership Company with one or into any more other personentities, corporation, trust (ii) a statutory share exchange or entity, or the (iii) a voluntary sale, lease, transfer or conveyance of all or substantially all of the assets Company’s assets, properties or business of the Partnership shall not be deemed to constitute be a Liquidation Event of the Company. (c) Subject to the rights of the holders of Parity Units, including the Series A Preferred Units, upon any liquidation, dissolution or winding up of the affairs Company, after payment shall have been made in full to the holders of the PartnershipSeries B Preferred Units, as provided in this paragraph (6), any series or class or classes of Junior Equity Securities 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 B Preferred Units shall not be entitled to share therein. (d) Written notice of any such liquidation, dissolution or winding up of the Company, 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 thirty (30) nor more than sixty (60) days prior to the payment date stated therein, to each record holder of the Series B Preferred Units at the respective addresses of such holders as the same shall appear on the share transfer records of the Corporation. (e) In determining whether a distribution (other than upon voluntary or involuntary liquidation), by dividend, redemption or other acquisition of units of the Company or otherwise, is permitted under the Act, amounts that would be needed, if the Company were to be dissolved at the time of the distribution, to satisfy the preferential rights upon dissolution of holders of Series B Preferred Units shall not be added to the Company’s total liabilities.

Liquidation Preference. (a) Upon any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Partnership, after payment of or provision for the Partnership’s debts and liabilities and any other class or series of equity securities of the Partnership ranking, with respect to rights upon the Partnership’s voluntary or involuntary liquidation, dissolution or winding up, senior to the Series A Preferred Units and before any distribution or payment shall be made to the holders of any Common Units, Class P Units, Class R Units or Junior Preferred Units, the holders of the Series A B Preferred Units then outstanding shall be entitled to be paid paid, or have the Partnership declare and set apart for payment, out of the assets of the Partnership legally available for distribution to its Partners after payment or provision for payment of all debts and other liabilities of the Partnership, a liquidation preference in cash of $25.00 27.50 per Series A B Preferred Unit (the “Base Liquidation Preference”), plus an amount equal to any accrued and unpaid Series A Preferred Return distributions (whether or not declared) to, but not including, the date of payment or the date the Liquidation Preference is set apart for payment (together with the Base Liquidation Preference, the “Liquidating DistributionDistributions”). (b) If upon any such voluntary or involuntary liquidation, dissolution or winding up of the Partnership, the available assets of the Partnership are insufficient to pay the full amount of the Liquidating Distributions on all outstanding Series A B Preferred Units and the corresponding amounts payable on all outstanding Parity Preferred Units, then the holders of Series A B Preferred Units and Parity Preferred Units shall share ratably in any such distribution of assets in proportion to the full Liquidating Distributions to which they would otherwise be respectively entitled. (c) Upon any voluntary or involuntary liquidation, dissolution or winding up of the Partnership, after payment shall have been made in full to the holders of the Series B Preferred Units and any Parity Preferred Units, any other series or class or classes of Junior Preferred Units shall be entitled to receive any and all assets remaining to be paid or distributed, and the holders of the Series B Preferred Units and any Parity Preferred Units shall not be entitled to share therein. (d) After payment of the full amount of the Liquidating Distributions to which they are entitled, holders of Series A B Preferred Units will have no right or claim to any of the remaining assets of the Partnership. (de) For the avoidance of doubt, the consolidation, merger or conversion or merger of the Partnership with or into any other person, corporation, trust or another entity, the merger of another entity with or into the Partnership, a statutory unit exchange by the Partnership or the sale, lease, transfer or conveyance of all or substantially all of the assets or business of the Partnership shall not be deemed to constitute considered a liquidation, dissolution or winding up of the affairs of the Partnership.

Liquidation Preference. (ai) Upon In the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of Partnership or the PartnershipGeneral Partner, after payment of or provision for the Partnership’s debts and liabilities and any other class or series of equity securities of the Partnership ranking, with respect to rights upon the Partnership’s whether voluntary or involuntary liquidationinvoluntary, dissolution or winding up, senior to the Series A Preferred Units and before any payment or distribution or payment shall be made to the holders of any Common Units, Class P Units, Class R Units or Junior Preferred Units, the holders of the Series A Preferred Units then outstanding shall be entitled to be paid out of the assets of the Partnership legally available shall be made to or set apart for distribution the holders of Junior Units, the General Partner, in its capacity as the holder of the Series H Preferred Units, shall be entitled to its Partners a liquidation preference in cash of receive Twenty-Five Dollars ($25.00 25.00) per Series A H Preferred Unit (the “Base Liquidation Preference”), ) plus an amount equal to any all distributions (whether or not earned or declared) accrued and unpaid Series A Preferred Return to, but not including, thereon to the date of payment (together with final distribution to the Base Liquidation PreferenceGeneral Partner, in its capacity as such holder; but the “Liquidating Distribution”). (b) If General Partner, in its capacity as the holder of Series H Preferred Units, shall not be entitled to any further payment. If, upon any such voluntary or involuntary liquidation, dissolution or winding up of the PartnershipPartnership or the General Partner, the available assets of the Partnership are insufficient to pay the full amount of the Liquidating Distributions on all outstanding Series A Preferred Units and the corresponding amounts payable on all outstanding Parity Preferred Units, then the holders of Series A Preferred Units and Parity Preferred Units shall share ratably in any such distribution of assets in proportion to the full Liquidating Distributions to which they would otherwise be respectively entitled. (c) After payment of the full amount of the Liquidating Distributions to which they are entitled, holders of Series A Preferred Units will have no right or claim to any of the remaining assets of the Partnership. (d) , or proceeds thereof, distributable to the General Partner, in its capacity as the holder of Series H Preferred Units, shall be insufficient to pay in full the preferential amount aforesaid and liquidating payments on any other 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 H Preferred Units, and the holders of any such other Parity Units ratably in accordance with the respective amounts that would be payable on such Series H Preferred Units and any such other Parity Units if all amounts payable thereon were paid in full. For the avoidance purposes of doubtthis Section C, the consolidation, conversion (i) a consolidation or merger of the Partnership with or into any other person, corporation, trust or entity, or the saleGeneral Partner with one or more entities, lease, (ii) a statutory share exchange by the Partnership or the General Partner and (iii) a sale or transfer or conveyance of all or substantially all of the assets Partnership’s or business of the Partnership General Partner’s assets, shall not be deemed to constitute be a liquidation, dissolution or winding up, voluntary or involuntary, of the Partnership or General Partner. (ii) Subject to the rights of the holders of Partnership Units of any series or class or classes of shares ranking on a parity with or prior to the Series H Preferred Units upon any liquidation, dissolution or winding up of the affairs General Partner or the Partnership, after payment shall have been made in full to the General Partner, in its capacity as the holder of the PartnershipSeries H Preferred Units, as provided in this Section, any series or class or classes of Junior Units shall, subject to any respective terms and provisions applying thereto, be entitled to receive any and all assets remaining to be paid or distributed, and the General Partner, in its capacity as the holder of the Series H Preferred Units, shall not be entitled to share therein.

Liquidation Preference. (a) Upon any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the PartnershipPartnership (each, after payment of or provision for the Partnership’s debts and liabilities and any other class or series of equity securities of the Partnership rankinga “Liquidation Event”), with respect to rights upon the Partnership’s voluntary or involuntary liquidation, dissolution or winding up, senior to the each Series A Preferred Units and before any distribution or payment shall be made to the holders of any Common Units, Class P Units, Class R Units or Junior Preferred Units, the holders of the Series A Preferred Units Unit then outstanding shall be entitled to be paid paid, out of the assets of the Partnership legally available for distribution to its Partners Partners, a liquidation preference in cash of equal to $25.00 26.50 per Series A Preferred Unit (such amount, the “Base Liquidation Preference”), plus an amount equal to any all accrued and but unpaid Series A Distributions with respect to such Series A Preferred Return toUnits, but not including, the date before any distribution of payment (together with the Base Liquidation Preference, the “Liquidating Distribution”)assets is made to holders of any Junior Securities. (b) If upon any such voluntary or involuntary liquidation, dissolution or winding up of the Partnership, Liquidation Event the available assets of the Partnership are insufficient to pay the full amount of the Liquidating Distributions Liquidation Preference on all outstanding Series A Preferred Units and the corresponding amounts payable on all outstanding Parity Preferred Units, then the holders of the Series A Preferred Units and Parity Preferred Units shall share ratably in any such distribution of assets in proportion to the full Liquidating Distributions Liquidation Preference to which they would otherwise be respectively entitled. (c) Upon a Liquidation Event, unless the entire Liquidation Preference (and all accrued but unpaid Series A Distributions) with respect to all outstanding Series A Preferred Units has been or contemporaneously is declared and paid or declared and a sum sufficient for the payment thereof is set apart for payment for the satisfaction of the entire Liquidation Preference, no distributions shall be declared or paid or set aside for payment, nor shall any other distribution be declared or made upon, any Junior Securities, nor shall any Junior Securities be redeemed, purchased or otherwise acquired for any consideration by the Partnership (except by conversion into or exchange for other Junior Securities). (d) Upon the General Partner’s provision of written notice as to the effective date of any Liquidation Event to each Series A Unitholder of record, accompanied by a check or receipt of electronically transferred funds in the amount of the full Liquidation Preference plus any accrued but unpaid Series A Distributions to which each such Series A Unitholder of record is entitled, the Series A Preferred Units shall no longer be deemed outstanding Partnership Units and all rights of the holders of such Partnership Units will terminate. Such notice shall be transmitted by facsimile or e-mail or sent by first class mail, postage pre-paid, to each Series A Unitholder at the respective email addresses or mailing addresses, as applicable, of such holders as the same shall appear on Exhibit A of the Partnership Agreement, as may be amended from time to time, or reflected in the books and records of the Partnership. After payment of the full amount of the Liquidating Liquidation Preference and all accrued but unpaid Series A Distributions to which they are entitled, holders of the Series A Preferred Units Unitholders will have no right or claim to any of the remaining assets of the Partnership. (d) For the avoidance of doubt, the consolidation, conversion or merger of the Partnership with or into any other person, corporation, trust or entity, or the sale, lease, transfer or conveyance of all or substantially all of the assets or business of the Partnership shall not be deemed to constitute a liquidation, dissolution or winding up of the affairs of the Partnership.

Liquidation Preference. (ai) Upon In the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Partnership, after payment of or provision for the Partnership’s debts and liabilities and any other class or series of equity securities of the Partnership ranking, with respect to rights upon the Partnership’s voluntary or involuntary liquidation, dissolution or winding up, senior to the Series A Preferred Units and before any distribution or payment shall be made to the holders of any Common Units, Class P Units, Class R Units or Junior Preferred Units, the holders of the Series A J Preferred Units then outstanding shall be entitled to be paid receive out of the assets of the Partnership legally available for distribution to its the Partners pursuant to Section 13.02.A of the Partnership Agreement a liquidation preference in cash of $25.00 1,000.00 per Series A J Preferred Unit (the “Base Liquidation Preference”)Unit, plus an amount equal to any accrued accumulated and unpaid Series A Preferred Return to, but distributions (whether or not including, earned or authorized) to the date of payment (together with the Base Liquidation Preference, the “Liquidating DistributionSeries J Liquidation Value”), before any distribution of assets is made to holders of Common Units, Series H Preferred Units or any other Partnership Interests that rank junior to the Series J Preferred Units as to the distribution of assets upon the liquidation, dissolution or winding up of the Partnership, but subject to the preferential rights of the holders of Partnership Interests ranking senior to the Series J Preferred Units as to the distribution of assets upon the liquidation, dissolution or winding up of the Partnership. (bii) If upon any such voluntary or involuntary liquidation, dissolution or winding up of the Partnership, the available assets of the Partnership legally available for distribution to its Partners are insufficient to pay make such full payment to the full amount holders of the Liquidating Distributions on all outstanding Series A J Preferred Units Units, and the corresponding amounts payable on all outstanding Parity other Partnership Interests ranking on a parity with the Series J Preferred UnitsUnits as to the distribution of assets upon the liquidation, dissolution or winding up of the Partnership, then the holders of the Series A J Preferred Units and Parity all other holders of such Partnership Interests on a parity with the Series J Preferred Units shall share ratably in any such distribution of assets in proportion to the full Liquidating Distributions liquidating distributions (including, if applicable, accumulated and unpaid distributions) to which they would otherwise be respectively entitled. (ciii) After payment of the full amount of the Liquidating Distributions to which they are entitledSeries J Liquidation Value, the holders of the Series A J Preferred Units will shall have no right or claim to any of the remaining assets of the Partnership. (div) For the avoidance None of doubt, the consolidation, conversion a consolidation or merger of the Partnership with or into any other person, corporation, trust or another entity, a merger of another entity with or into the Partnership, a statutory unit exchange by the Partnership or a sale, lease, transfer lease or conveyance of all or substantially all of the assets Partnership’s property or business of the Partnership shall not be deemed to constitute considered a liquidation, dissolution or winding up of the affairs of the Partnership.

Liquidation Preference. (a) Upon In the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Partnership, after whether voluntary or involuntary, before any payment of or provision for the Partnership’s debts and liabilities and any other class or series of equity securities distribution of the Partnership ranking(whether capital, with respect to rights upon the Partnership’s voluntary surplus or involuntary liquidation, dissolution or winding up, senior to the Series A Preferred Units and before any distribution or payment otherwise) shall be made to or set apart for the holders of any Common Units, Class P Units, Class R Units or Junior Preferred Partnership Units, the holders of the Series A Class V Partnership Preferred Units then outstanding shall be entitled to be paid out of the assets of the receive Twenty-Five Dollars ($25.00) per Class V Partnership legally available for distribution to its Partners a liquidation preference in cash of $25.00 per Series A Preferred Unit (the “Base Liquidation Preference”), plus an amount per Class V Partnership Preferred Unit equal to any all dividends (whether or not declared or earned) accumulated, accrued and unpaid Series A on one share of Class V Preferred Return to, but not including, 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 V Partnership Preferred Units have been paid the Liquidation Preference in full, plus an amount equal to all dividends (whether or not declared or earned) accumulated, accrued and unpaid on the Class V Preferred Stock to the date of final distribution to such holders, no payment (together with shall be made to any holder of Junior Partnership Units upon the Base Liquidation Preferenceliquidation, dissolution or winding up of the “Liquidating Distribution”). (b) If Partnership. If, upon any such voluntary or involuntary liquidation, dissolution or winding up of the Partnership, the available assets of the Partnership are insufficient to pay the full amount of the Liquidating Distributions on all outstanding Series A Preferred Units and the corresponding amounts payable on all outstanding Parity Preferred Units, then the holders of Series A Preferred Units and Parity Preferred Units shall share ratably in any such distribution of assets in proportion to the full Liquidating Distributions to which they would otherwise be respectively entitled. (c) After payment of the full amount of the Liquidating Distributions to which they are entitled, holders of Series A Preferred Units will have no right or claim to any of the remaining assets of the Partnership. (d) , or proceeds thereof, distributable among the holders of Class V Partnership Preferred Units shall be insufficient to pay in full the preferential amount aforesaid and liquidating payments on any Parity Partnership Units, then such assets, or the proceeds thereof, shall be distributed among the holders of Class V Partnership Preferred Units and any such Parity Partnership Units ratably in the same proportion as the respective amounts that would be payable on such Class V Partnership Preferred Units and any such other Parity Partnership Units if all amounts payable thereon were paid in full. For the avoidance purposes of doubtthis Section 4, the consolidation, conversion (i) a consolidation or merger of the Partnership with one or into any other person, corporation, trust or entitymore partnerships, or the sale, lease, (ii) a sale or transfer or conveyance of all or substantially all of the Partnership’s assets or business of the Partnership shall not be deemed to constitute be a liquidation, dissolution or winding up of the affairs up, voluntary or involuntary, of the Partnership.

Liquidation Preference. (a) Upon any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Partnership, after payment of or provision for the Partnership’s debts and liabilities and any other class or series of equity securities of the Partnership ranking, with respect to rights upon the Partnership’s voluntary or involuntary liquidation, dissolution or winding up, senior to the Series A Preferred Units and before any distribution or payment shall be made to the holders of any Common Units, Class P Units, Class R Units or Junior Preferred Units, the holders of the Series A B Preferred Units then outstanding shall be are entitled to be paid out of the assets of the Partnership legally available for distribution to its Partners partners, after payment of or provision for the Partnership’s debts and other liabilities, a liquidation preference in cash of $25.00 per Series A Preferred Unit unit (the “Base Liquidation Preference”), plus an amount equal to any accrued and but unpaid Series A Preferred Return distributions (whether or not authorized or declared) thereon to, but not including, the date of payment (together payment, but without interest, before any distribution of assets is made to holders of Junior Units. If the assets of the Partnership legally available for distribution to partners are insufficient to pay in full the liquidation preference on the Series B Preferred Units and the liquidation preference on any Parity Preferred Units, all assets distributed to the holders of the Series B Preferred Units and any Parity Preferred Units shall be distributed pro rata so that the amount of assets distributed per Series B Preferred Units and such Parity Preferred Units shall in all cases bear to each other the same ratio that the liquidation preference per Series B Preferred Unit and such Parity Preferred Units bear to each other. Notice of any distribution in connection with the Base Liquidation Preference, the “Liquidating Distribution”). (b) If upon any such voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Partnership, stating the available assets payment date or dates when, and the place or places where, the amounts distributable in such circumstances shall be payable, shall be given not less than 30 nor more than 60 days prior to the payment date stated therein, to each record holder of the Partnership are insufficient to pay Series B Preferred Units at the full amount respective addresses of such holders as the same shall appear on the records of the Liquidating Distributions on all outstanding Series A Preferred Units and the corresponding amounts payable on all outstanding Parity Preferred Units, then the holders of Series A Preferred Units and Parity Preferred Units shall share ratably in any such distribution of assets in proportion to the full Liquidating Distributions to which they would otherwise be respectively entitled. (c) Partnership. After payment of the full amount of the Liquidating Distributions liquidating distributions to which they are entitled, the holders of Series A B Preferred Units will have no right or claim to any of the remaining assets of the Partnership. (d) For the avoidance of doubt, the consolidation, conversion . The consolidation or merger of the Partnership with or into any other person, corporation, trust or another entity, a merger of another entity with or into the Partnership, a statutory exchange by the Partnership or a sale, lease, transfer or conveyance of all or substantially all of the assets Partnership’s property or business of the Partnership shall not be deemed to constitute a liquidation, dissolution or winding up of the affairs of the Partnership.

Liquidation Preference. (a) Upon Subject to the rights of series of Preferred Units which may from time to time come into existence, upon any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Partnership, after payment of or provision for the Partnership’s debts and liabilities and any other class or series of equity securities of the Partnership rankingthen, with respect to rights upon the Partnership’s voluntary or involuntary liquidation, dissolution or winding up, senior to the Series A Preferred Units and before any distribution or payment shall be made to the holders of any Common Class A Units, Class P B Units, Class R or any other class or series of Partnership ranking junior to Series F Preferred Units in the distribution of assets upon any liquidation, dissolution or Junior Preferred Unitswinding up of the affairs of the Partnership, the holders of the Series A F Preferred Units then outstanding shall be entitled to be paid receive out of the assets of the Partnership legally available for distribution to its Partners a limited partners, liquidation distributions in the amount of the liquidation preference in cash of $25.00 per Series A Preferred Unit (the “Base Liquidation Preference”)share, plus an amount equal to any all distributions accrued and unpaid Series A Preferred Return to, but not including, the date of payment (together with the Base Liquidation Preference, the “Liquidating Distribution”). (b) If upon any such voluntary or involuntary liquidation, dissolution or winding up of the Partnership, the available assets of the Partnership are insufficient to pay the full amount of the Liquidating Distributions on all outstanding Series A Preferred Units and the corresponding amounts payable on all outstanding Parity Preferred Units, then the holders of Series A Preferred Units and Parity Preferred Units shall share ratably in any such distribution of assets in proportion to the full Liquidating Distributions to which they would otherwise be respectively entitled. (c) thereon. After payment of the full amount of the Liquidating Distributions liquidating distributions to which they are entitled, the holders of Series A F Preferred Units will have no right or claim to any of the remaining assets of the Partnership. (d) For . In the avoidance of doubtevent that, the consolidation, conversion upon any such voluntary or merger of the Partnership with or into any other person, corporation, trust or entity, or the sale, lease, transfer or conveyance of all or substantially all of the assets or business of the Partnership shall not be deemed to constitute a involuntary liquidation, dissolution or winding up of the affairs of the Partnership, the available assets of the Partnership are insufficient to pay the amount of the liquidation distributions on all outstanding Series F Preferred Units and the corresponding amounts payable on all Partnership Units ranking on a parity with Series F Preferred Units in the distribution of assets upon any liquidation, dissolution or winding up of the affairs of the Partnership ("Parity Units"), then the holders of Series F Preferred Units and 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. (b) For the purposes hereof, neither a consolidation or merger of the Partnership with or into any other partnership, limited liability company, corporation or any other entity, nor a merger of any other partnership, limited liability company, corporation or any other entity with or into the Partnership, nor a sale or transfer of all or any part of the Partnership assets for cash or securities shall be considered a liquidation, dissolution or winding up of the Partnership. 193

Liquidation Preference. (ai) Upon In the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of Partnership or the PartnershipGeneral Partner, after payment of or provision for the Partnership’s debts and liabilities and any other class or series of equity securities of the Partnership ranking, with respect to rights upon the Partnership’s whether voluntary or involuntary liquidationinvoluntary, dissolution or winding up, senior to the Series A Preferred Units and before any payment or distribution or payment shall be made to the holders of any Common Units, Class P Units, Class R Units or Junior Preferred Units, the holders of the Series A Preferred Units then outstanding shall be entitled to be paid out of the assets of the Partnership (whether capital or surplus) shall be made to or set apart for the holders of Junior Units, the General Partner, in its capacity as the holder of the 8.125% Series A Cumulative Redeemable Preferred Units, shall be entitled to receive, out of the Partnership’s assets legally available for distribution to its Partners a liquidation preference in cash of that purpose, Twenty-Five Dollars ($25.00 25.00) per 8.125% Series A Cumulative Redeemable Preferred Unit (the “Base Liquidation Preference”), ) plus an amount per 8.125% Series A Cumulative Redeemable Preferred Unit equal to any all distributions (whether or not earned or declared) accrued and unpaid Series A Preferred Return to, but not including, thereon to the date of payment (together with final distribution to the Base Liquidation PreferenceGeneral Partner, in its capacity as such holder; but the “Liquidating Distribution”). (b) If General Partner, in its capacity as the holder of 8.125% Series A Cumulative Redeemable Preferred Units, shall not be entitled to any further payment. If, upon any such voluntary or involuntary liquidation, dissolution or winding up of the PartnershipPartnership or the General Partner, the available assets of the Partnership are insufficient to pay the full amount of the Liquidating Distributions on all outstanding Series A Preferred Units and the corresponding amounts payable on all outstanding Parity Preferred Units, then the holders of Series A Preferred Units and Parity Preferred Units shall share ratably in any such distribution of assets in proportion to the full Liquidating Distributions to which they would otherwise be respectively entitled. (c) After payment of the full amount of the Liquidating Distributions to which they are entitled, holders of Series A Preferred Units will have no right or claim to any of the remaining assets of the Partnership. , or proceeds thereof, distributable to the General Partner, in its capacity as the holder of 8.125% Series A Cumulative Redeemable Preferred Units, shall be insufficient to pay in full the Liquidation Preference and all accrued and unpaid distributions (dwhether or not earned or declared) and the liquidation preference and all accrued and unpaid distributions with respect to any other Parity Units, then such assets, or the proceeds thereof, shall be distributed among the General Partner, in its capacity as the holder of such 8.125% Series A Cumulative Redeemable Preferred Units, and the holders of any such other Parity Units ratably in accordance with the respective amounts that would be payable on such 8.125% Series A Cumulative Redeemable Preferred Units and any such other Parity Units if all amounts payable thereon were paid in full. For the avoidance purposes of doubtthis Section C, the consolidation, conversion (i) a consolidation or merger of the Partnership with or into any other person, corporation, trust or entity, or the saleGeneral Partner with one or more entities, lease, (ii) a statutory share exchange by the Partnership or the General Partner and (iii) a sale or transfer or conveyance of all or substantially all of the assets Partnership’s or business of the Partnership General Partner’s assets, shall not be deemed to constitute be a liquidation, dissolution or winding up, voluntary or involuntary, of the Partnership or General Partner. (ii) Subject to the rights of the holders of Partnership Units of any series or class or classes of shares ranking on a parity with or prior to the 8.125% Series A Cumulative Redeemable Preferred Units upon any liquidation, dissolution or winding up of the affairs General Partner or the Partnership, after payment shall have been made in full to the General Partner, in its capacity as the holder of the Partnership8.125% Series A Cumulative Redeemable Preferred Units, as provided in this Section C, any series or class or classes of Junior Units shall, subject to any respective terms and provisions applying thereto, be entitled to receive any and all assets remaining to be paid or distributed, and the General Partner, in its capacity as the holder of the 8.125% Series A Cumulative Redeemable Preferred Units, shall not be entitled to share therein.

Liquidation Preference. (a) Upon any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Partnership, after payment of or provision for the Partnership’s debts and liabilities and any other class or series of equity securities of the Partnership ranking, with respect (referred to rights upon the Partnership’s voluntary or involuntary liquidation, dissolution or winding up, senior to the Series A Preferred Units and before any distribution or payment shall be made to the holders of any Common Units, Class P Units, Class R Units or Junior Preferred Unitsherein as a “Liquidation”), the holders of the Series A Preferred Units then outstanding shall will be entitled to be paid out of the assets of the Partnership legally available for distribution to its Partners a liquidation preference unitholders, in cash of $25.00 per or property at its fair market value as determined by the General Partner, in an amount, for each outstanding Series A Preferred Unit equal to the greater of (i) the “Base Liquidation Preference”Amount (subject to proportionate adjustment in the event of a recapitalization, unit distribution, combination or other proportionate reduction or increase to the Series A Preferred Units), plus an amount equal to any accrued and unpaid Series A Preferred Return to, but distributions (whether or not including, accumulated or authorized and declared) to the date of payment or (together with ii) the Base amount that would have been payable had each Series A Preferred Unit been converted into a Common Unit ~#4852-2301-9946~ pursuant to Section 6(a) hereof immediately prior to such Liquidation, in the event such Series A Preferred Unit is convertible pursuant to Section 6(a) at the time of such Liquidation Preference(clauses (i) and (ii), collectively, the “Liquidating DistributionLiquidation Preference”). (b) If , in each case before any distribution or payment is made to holders of Common Units or any Junior Units as to the distribution of assets upon a Liquidation but subject to the preferential rights of holders of any such voluntary or involuntary liquidation, dissolution or winding up class of the Partnership, the available assets units of the Partnership are insufficient ranking senior to pay the full amount of the Liquidating Distributions on all outstanding Series A Preferred Units and as to the corresponding amounts payable on all outstanding Parity Preferred Units, then the holders of Series A Preferred Units and Parity Preferred Units shall share ratably in any such distribution of assets in proportion to the full Liquidating Distributions to which they would otherwise be respectively entitled. (c) upon a Liquidation. After payment of the full amount of the Liquidating Distributions Liquidation Preference to which they are entitled, the holders of Series A Preferred Units will have no right or claim to any of the remaining assets of the Partnership. (db) In the event that, upon any Liquidation of the Partnership, the available assets of the Partnership are insufficient to pay the Liquidation Preference on all outstanding Series A Preferred Units, then the holders of Series A Preferred Units and all other such equity securities of the Partnership ranking on a parity with Series A Preferred Units shall share ratably in any such distribution of assets in proportion to the full liquidating distributions per unit to which they would otherwise be respectively entitled. (c) For purposes of this Section 4, neither the avoidance voluntary sale, lease, exchange, transfer or conveyance (for cash, securities or other consideration) of doubtall or substantially all of the property or assets of the Partnership to, nor the consolidation, conversion merger or merger consolidation or any other business combination of the Partnership with or into any other person, corporation, trust or entity, entity or the salemerger or consolidation of any other entity into or with the Partnership or a statutory unit exchange by the Partnership, leaseshall be deemed to be a Liquidation. Upon a Partnership Change of Control, transfer if the outstanding Series A Preferred Units are not redeemed, repurchased or conveyance of all converted as provided in Section 5 or substantially all of 6 hereof, then the assets or business Partnership will cause any acquirer of the Partnership to assume the obligations set forth herein and be subject to the terms and conditions set forth herein. Notwithstanding the foregoing, if such assumption is not permitted by law, the Partnership shall take any actions under its control necessary to cause the acquirer to issue securities of the acquirer with substantially similar contractual rights as those contained herein (including the inclusion of a provision in the relevant merger or consolidation agreement requiring the acquirer to issue securities of the acquirer with substantially similar contractual rights as those contained herein). (d) In determining whether a distribution (other than upon voluntary or involuntary Liquidation), by redemption or other acquisition of equity securities of the Partnership or otherwise, is permitted under Delaware law, amounts that would be needed, if the Partnership were to be dissolved at the time of the distribution, to satisfy the preferential rights upon dissolution of holders of the Series A Preferred Units shall not be deemed added to constitute a liquidationthe Partnership’s total liabilities. (e) Written notice of any Liquidation, dissolution stating the payment date or winding up 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 prepaid, not less than 30 nor more than 60 days prior to the payment date stated therein to each record holder of the affairs Series A Preferred Units at the respective address of such holders as the same shall appear on the unit transfer records of the Partnership.

Liquidation Preference. (a) Upon In the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Partnership, after whether voluntary or involuntary, before any payment of or provision for the Partnership’s debts and liabilities and any other class or series of equity securities distribution of the Partnership ranking(whether capital, with respect to rights upon the Partnership’s voluntary surplus or involuntary liquidation, dissolution or winding up, senior to the Series A Preferred Units and before any distribution or payment otherwise) shall be made to or set apart for the holders of any Common Units, Class P Units, Class R Units or Junior Preferred Partnership Units, the holders of the Series A F Partnership Preferred Units then outstanding shall be entitled to be paid out of the assets of the Partnership legally available for distribution to its Partners a liquidation preference in cash of receive Twenty-Five Dollars ($25.00 25) per Series A F Partnership Preferred Unit (the “Base "Liquidation Preference”"), plus an amount per Series F Partnership Preferred Unit equal to all dividends (whether or not declared) accumulated, accrued and unpaid on one share of Series F 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 Series F Partnership Preferred Units have been paid the Liquidation Preference in full, plus an amount equal to any all dividends (whether or not declared) accumulated, accrued and unpaid on the Series A F Preferred Return to, but not including, Stock to the date of final distribution to such holders, no payment (together with shall be made to any holder of Junior Partnership Units upon the Base Liquidation Preferenceliquidation, dissolution or winding up of the “Liquidating Distribution”). (b) If Partnership. If, upon any such voluntary or involuntary liquidation, dissolution or winding up of the Partnership, the available assets of the Partnership are insufficient to pay the full amount of the Liquidating Distributions on all outstanding Series A Preferred Units and the corresponding amounts payable on all outstanding Parity Preferred UnitsPartnership, then or proceeds thereof, distributable among the holders of Series A F Partnership Preferred Units shall be insufficient to pay in full the preferential amount aforesaid and liquidating payments on any Parity Partnership Units, then such assets, or the proceeds thereof, shall be distributed among the holders of Series F Partnership Preferred Units and any such Parity Partnership Units ratably in the same proportion as the respective amounts that would be payable on such Series F Partnership Preferred Units shall share ratably in and any such distribution of assets other Parity Partnership Units if all amounts payable thereon were paid in proportion to the full Liquidating Distributions to which they would otherwise be respectively entitled. (c) After payment of the full amount of the Liquidating Distributions to which they are entitled, holders of Series A Preferred Units will have no right or claim to any of the remaining assets of the Partnership. (d) full. For the avoidance purposes of doubtthis Section 4, the consolidation, conversion (i) a consolidation or merger of the Partnership with one or into any other person, corporation, trust or entitymore partnerships, or the sale, lease, (ii) a sale or transfer or conveyance of all or substantially all of the Partnership's assets or business of the Partnership shall not be deemed to constitute be a liquidation, dissolution or winding up, voluntary or involuntary, of the Partnership. (b) Upon any liquidation, dissolution or winding up of the affairs Partnership, after payment shall have been made in full to the holders of Series F Partnership Preferred Units and any Parity Partnership Units, as provided in this Section 4, any other series or class or classes of Junior Partnership Units shall, subject to the respective terms thereof, be entitled to receive any and all assets remaining to be paid or distributed, and the holders of the PartnershipSeries F Partnership Preferred Units and any Parity Partnership Units shall not be entitled to share therein.

Liquidation Preference. (ai) Upon In the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Partnership, after payment of or provision for the Partnership’s debts and liabilities and any other class or series of equity securities of the Partnership ranking, with respect to rights upon the Partnership’s voluntary or involuntary liquidation, dissolution or winding up, senior to the Series A Preferred Units and before any distribution or payment shall be made to the holders of any Common Units, Class P Units, Class R Units or Junior Preferred Units, the holders of the Series A R Preferred Units then outstanding shall be entitled to be paid receive out of the assets of the Partnership legally available for distribution to its the Partners pursuant to Section 13.02.A of the Partnership Agreement a liquidation preference in cash of $25.00 per Series A R Preferred Unit (the “Base Liquidation Preference”)Unit, plus an amount equal to any accrued accumulated and unpaid Series A Preferred Return to, but distributions (whether or not including, earned or authorized) to the date of payment (together with the Base Liquidation Preference, the “Liquidating DistributionSeries R Liquidation Value”), before any distribution of assets is made to holders of any other Partnership Interests that rank junior to the Series R Preferred Units as to the distribution of assets upon the liquidation, dissolution or winding up of the Partnership, but subject to the preferential rights of the holders of Partnership Interests ranking senior to the Series R Preferred Units as to the distribution of assets upon the liquidation, dissolution or winding up of the Partnership. (bii) If upon any such voluntary or involuntary liquidation, dissolution or winding up of the Partnership, the available assets of the Partnership legally available for distribution to its Partners are insufficient to pay make such full payment to the full amount holders of the Liquidating Distributions on all outstanding Series A R Preferred Units Units, and the corresponding amounts payable on all outstanding Parity other Partnership Interests ranking on a parity with the Series R Preferred UnitsUnits as to the distribution of assets upon the liquidation, dissolution or winding up of the Partnership, then the holders of the Series A R Preferred Units Units, and Parity all other holders of such Partnership Interests on a parity with the Series R Preferred Units shall share ratably in any such distribution of assets in proportion to the full Liquidating Distributions liquidating distributions (including, if applicable, accumulated and unpaid distributions) to which they would otherwise be respectively entitled. (ciii) After payment of the full amount of the Liquidating Distributions to which they are entitledSeries R Liquidation Value, the holders of the Series A R Preferred Units will Units, shall have no right or claim to any of the remaining assets of the Partnership. (div) For the avoidance None of doubt, the consolidation, conversion a consolidation or merger of the Partnership with or into any other person, corporation, trust or another entity, a merger of another entity with or into the Partnership, a statutory unit exchange by the Partnership or a sale, lease, transfer lease or conveyance of all or substantially all of the assets Partnership’s property or business of the Partnership shall not be deemed to constitute considered a liquidation, dissolution or winding up of the affairs of the Partnership.

Liquidation Preference. (a) Upon any 1If there is a Distribution Event, whether voluntary or involuntary liquidationinvoluntary, dissolution before any payment or winding up of the affairs of the Partnership, after payment of or provision for the Partnership’s debts and liabilities and any other class or series of equity securities of distribution by the Partnership ranking(whether capital, with respect to rights upon the Partnership’s voluntary surplus or involuntary liquidation, dissolution or winding up, senior to the Series A Preferred Units and before any distribution or payment otherwise) shall be made to or set apart for the holders of any Common Units, Class P Units, Class R Units or Junior Preferred Limited Partner Units, the holders of the Series A Preferred Units then outstanding shall be entitled to be paid out of the assets of the Partnership legally available for receive a priority distribution to its Partners a liquidation preference in cash of $25.00 per Series A Preferred Unit in an amount equal to the Stated Value as accreted under Section 3.1 of this Series A Designation plus all accrued and unpaid distributions on such Stated Value of each such Series A Preferred Unit at the time of the Distribution Event (the “Base Series A Liquidation Preference”), plus an amount equal to any accrued and unpaid . Until the holders of the Series A Preferred Return to, but not including, Units have been paid the Series A Liquidation Preference in full to the date of final distribution to such holders, no payment (together with the Base Liquidation Preferenceshall be made to any other holder of Limited Partner Units upon any Distribution Event. If, upon any Distribution Event, the “Liquidating Distribution”). (b) If upon any such voluntary or involuntary liquidation, dissolution or winding up assets of the Partnership, or proceeds thereof, distributable among the available assets holders of the Partnership are Series A Preferred Units shall be insufficient to pay in full the full preferential amount aforesaid and liquidating payments on any Series A Preferred Units, then such assets, or the proceeds thereof, shall be distributed among the holders of the Liquidating Distributions on all outstanding Series A Preferred Units and the corresponding amounts payable on all outstanding Parity Preferred Units, then the holders of any such Series A Preferred Units and Parity Preferred Units shall share ratably in any the same proportion as the respective amounts that would be payable on such distribution of assets in proportion to the full Liquidating Distributions to which they would otherwise be respectively entitled. (c) After payment of the full amount of the Liquidating Distributions to which they are entitled, holders of Series A Preferred Units will have no right or claim to any of the remaining assets of the Partnership. (d) if all amounts payable thereon were paid in full. For the avoidance of doubt, the consolidation, conversion no payments or merger of distributions made by the Partnership or its Affiliates to the Commission to be distributed to investors in connection with or into any other person, corporation, trust or entity, or the sale, lease, transfer or conveyance of all or substantially all of the assets or business of the Partnership SEC Order shall not be deemed to constitute a liquidation, dissolution or winding up be part of the affairs of the PartnershipSeries A Liquidation Preference.

Liquidation Preference. (a) Upon any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Partnership, after payment of or provision for the Partnership’s debts and liabilities and any other class or series of equity securities of the Partnership ranking, with respect to rights upon the Partnership’s voluntary or involuntary liquidation, dissolution or winding up, senior to the Series A Preferred Units and before any distribution or payment shall be made to the holders of any Common Class A Units, Class P B Units, Class R Units LTIP Units, or Junior Preferred Units, the holders of the Series A H Preferred Units then outstanding shall be entitled to be paid paid, or have the Partnership declare and set apart for payment, out of the assets of the Partnership legally available for distribution to its Partners after payment or provision for payment of all debts and other liabilities of the Partnership and any liquidation preference owing in respect of any Senior Preferred Units, a liquidation preference in cash of $25.00 per Series A Preferred Unit or property at fair market value, as determined by the General Partner, the sum of: (i) the “Base Initial Liquidation Preference”), plus Preference and (ii) an amount per unit equal to any accrued and unpaid Series A Preferred Return distributions to, but not includingexcluding, the date of payment or the date the amount for payment is set apart for payment (together with the Base “Liquidation Preference, the “Liquidating Distribution”). (b) If upon any such voluntary or involuntary liquidation, dissolution or winding up of the Partnership, the available assets of the Partnership are insufficient to pay the full amount of the Liquidating Distributions Liquidation Preference on all outstanding Series A H Preferred Units and the corresponding amounts payable on all outstanding Parity Preferred Units, then the holders of Series A H Preferred Units and Parity Preferred Units shall share ratably in any such distribution of assets in proportion to the full Liquidating Distributions amount of the Liquidation Preference to which they would otherwise be respectively entitled. (c) Upon any voluntary or involuntary liquidation, dissolution or winding up of the Partnership, after payment shall have been made in full to the holders of the Series H Preferred Units and any Parity Preferred Units, any other series or class or classes of Junior Preferred Units shall be entitled to receive any and all assets remaining to be paid or distributed, and the holders of the Series H Preferred Units and any Parity Preferred Units shall not be entitled to share therein. (d) After payment of the full amount of the Liquidating Distributions Liquidation Preference to which they are entitled, holders of Series A H Preferred Units will have no right or claim to any of the remaining assets of the Partnership. (de) For the avoidance of doubt, the consolidation, conversion consolidation or merger of the Partnership with or into any other person, corporation, trust or another entity, the merger of another entity with or into the Partnership, a statutory unit exchange by the Partnership or the sale, lease, transfer or conveyance of all or substantially all of the assets or business of the Partnership shall not be deemed to constitute considered a liquidation, dissolution or winding up of the affairs of the Partnership. (f) Notice of liquidation, dissolution or winding up of the Partnership shall be consistent with the notice procedures set forth in paragraph 5(d) of the Articles Supplementary.

Liquidation Preference. (ai) Upon In the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs Partnership, whether voluntary or involuntary, before any payment or distribution of the Partnership, after payment of or provision for the Partnership’s debts and liabilities and any other class or series of equity securities assets of the Partnership ranking, with respect to rights upon the Partnership’s voluntary or involuntary liquidation, dissolution or winding up, senior to the Series A Preferred Units and before any distribution or payment shall be made to or set apart for the holders of any Common Units, Class P Units, Class R Units or Junior Preferred Units, the holders of the Series A Preferred Partnership Units then outstanding shall be entitled to be paid out of the assets of the Partnership legally available for distribution to its Partners a liquidation preference in cash of receive $25.00 25 per Series A Preferred Partnership Unit (the “Base Liquidation Preference”), ) plus an amount equal to any accrued and unpaid per Series A Preferred Return Partnership Unit equal to all distributions (whether or not earned or declared) accumulated and unpaid thereon to, but not including, the date of payment (together with final distribution to such holders; but such holders of the Base Liquidation PreferenceSeries A Preferred Partnership Units shall not be entitled to any further payment. If, the “Liquidating Distribution”). (b) If upon any such voluntary or involuntary liquidation, dissolution or winding up of the Partnership, the available assets of the Partnership are insufficient to pay the full amount of the Liquidating Distributions on all outstanding Series A Preferred Units and the corresponding amounts payable on all outstanding Parity Preferred Units, then the holders of Series A Preferred Units and Parity Preferred Units shall share ratably in any such distribution of assets in proportion to the full Liquidating Distributions to which they would otherwise be respectively entitled. (c) After payment of the full amount of the Liquidating Distributions to which they are entitled, holders of Series A Preferred Units will have no right or claim to any of the remaining assets of the Partnership. (d) , or proceeds thereof, distributable among the holders of the Series A Preferred Partnership Units shall be insufficient to pay in full the preferential amount aforesaid and liquidating payments on any other Parity Units, then such assets, or the proceeds thereof, shall be distributed among the holders of such Series A Preferred Partnership Units and any such other Parity Units ratably in accordance with the respective amounts that would be payable on such Series A Preferred Partnership Units and any such other Parity Units if all amounts payable thereon were paid in full. For the avoidance purposes of doubtthis Section D, the consolidation, conversion none of (i) a consolidation or merger of the Partnership with one or into any other personmore entities, corporation, trust (ii) a statutory Partnership Unit exchange or entity, (iii) a sale or the sale, lease, transfer or conveyance of all or substantially all of the Partnership’s assets or business of the Partnership shall not be deemed to constitute be a liquidation, dissolution or winding up, voluntary or involuntary, of the Partnership. (ii) Upon any liquidation, dissolution or winding up of the affairs Partnership, after payment shall have been made in full to the holders of the Series A Preferred Partnership Units, as provided in this Section D, the holders of the Series A Preferred Partnership Units shall not be entitled to share in any remaining assets of the Partnership.

Liquidation Preference. (a) Upon In the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Partnership, after payment whether voluntary or involuntary, subject to the prior preferences and other rights of or provision for the Partnership’s debts and liabilities and any other class or series of equity securities of the Partnership ranking, with respect to rights upon the Partnership’s voluntary or involuntary liquidation, dissolution or winding up, Units ranking senior to the Series A Preferred Units and 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 payment surplus) shall be made to or set apart for the holders of any Common Units, Class P Units, Class R Units or Junior Preferred Units, the holders of the Series A Preferred Units then outstanding shall be entitled to be paid out of receive Twenty Six Dollars and Fifty Cents ($26.50) (the assets of the Partnership legally available for distribution to its Partners a liquidation preference in cash of $25.00 "Liquidation Preference") per Series A Preferred Unit (the “Base Liquidation Preference”), Units plus an amount equal to any all distributions (whether or not earned or declared) accrued and unpaid Series A Preferred Return to, but not including, thereon to the date of payment final distribution 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 (together with i) the Base Liquidation Preferencedistribution provided in Section 3(a)(i) or (ii) the distribution determined pursuant to Section 3(a)(ii) for the preceding Distribution Period. If, the “Liquidating Distribution”). (b) If upon any such voluntary or involuntary liquidation, dissolution or winding up of the Partnership, the available assets of the Partnership are insufficient to pay Partnership, or proceeds thereof, distributable among the full amount holders of the Liquidating Distributions on all outstanding Series A Preferred Units shall be insufficient to pay in full the preferential amount aforesaid and the corresponding amounts payable liquidating payments on all outstanding any other shares of any class or series of Parity Preferred Units, then such assets, or the proceeds thereof, shall be distributed among the holders of Series A Preferred Units and any such other Parity Preferred Units shall share ratably in any accordance with the respective amounts that would be payable on such distribution of assets in proportion to the full Liquidating Distributions to which they would otherwise be respectively entitled. (c) After payment of the full amount of the Liquidating Distributions to which they are entitled, holders of Series A Preferred Units will have no right or claim to and any of the remaining assets of the Partnership. (d) such other Parity Units if all amounts payable thereon were paid in full. For the avoidance purposes of doubtthis Section 4, the consolidation, conversion (i) a consolidation or merger of the Partnership with one or into any more partnerships, corporations, real estate investment trusts or other person, corporation, trust entities or entity, or the (ii) a sale, lease, transfer lease or conveyance of all or substantially all of the assets Partnership's property or business of the Partnership shall not be deemed to constitute be a liquidation, dissolution or winding up, voluntary or involuntary, of the Partnership. (b) Subject to the rights of the holders of shares of any series or class or classes of units ranking on a parity with or prior to the Series A Preferred Units upon liquidation, dissolution or winding up, upon any liquidation, dissolution or winding up of the affairs Partnership, after payment shall have been made in full to the holders of the PartnershipSeries A Preferred Units, as provided in this Section 4, the holders of Series A Preferred Units shall have no other claim to the remaining assets of the Partnership and any other series or class or classes of Junior Units shall, subject to the respective terms and provisions (if any) applying thereto, be entitled to receive any and all assets remaining to be paid or distributed, and the holders of the Series A Preferred Units shall not be entitled to share therein.

Liquidation Preference. (ai) Upon In the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs Partnership, whether voluntary or involuntary, before any payment or distribution of the Partnership, after payment of or provision for the Partnership’s debts and liabilities and any other class or series of equity securities assets of the Partnership ranking, with respect to rights upon the Partnership’s voluntary or involuntary liquidation, dissolution or winding up, senior to the Series A Preferred Units and before any distribution or payment shall be made to or set apart for the holders of any Common Units, Class P Units, Class R Units or Junior Preferred Units, the holders of the Series A C Preferred Partnership Units then outstanding shall be entitled to be paid out of the assets of the Partnership legally available for distribution to its Partners a liquidation preference in cash of receive $25.00 25 per Series A Preferred Unit (the “Base Liquidation Preference”), ) plus an amount per Unit equal to any accrued all distributions (whether or not earned or declared) accumulated and unpaid Series A Preferred Return thereon to, but not including, the date of payment (together with final distribution to such holders; but such holders of the Base Liquidation PreferenceSeries C Preferred Partnership Units shall not be entitled to any further payment. If, the “Liquidating Distribution”). (b) If upon any such voluntary or involuntary liquidation, dissolution or winding up of the Partnership, the available assets of the Partnership are insufficient to pay the full amount of the Liquidating Distributions on all outstanding Series A Preferred Units and the corresponding amounts payable on all outstanding Parity Preferred Units, then the holders of Series A Preferred Units and Parity Preferred Units shall share ratably in any such distribution of assets in proportion to the full Liquidating Distributions to which they would otherwise be respectively entitled. (c) After payment of the full amount of the Liquidating Distributions to which they are entitled, holders of Series A Preferred Units will have no right or claim to any of the remaining assets of the Partnership. (d) , or proceeds thereof, distributable among the holders of the Series C Preferred Partnership Units shall be insufficient to pay in full the preferential amount aforesaid and liquidating payments on any other Parity Units, then such assets, or the proceeds thereof, shall be distributed among the holders of such Series C Preferred Partnership Units and any such other Parity Units ratably in accordance with the respective amounts that would be payable on such Series C Preferred Partnership Units and any such other Parity Units if all amounts payable thereon were paid in full. For the avoidance purposes of doubtthis Section D, the consolidation, conversion none of (i) a consolidation or merger of the Partnership with one or into any other personmore entities, corporation, trust (ii) a statutory Unit exchange or entity, (iii) a sale or the sale, lease, transfer or conveyance of all or substantially all of the Partnership’s assets or business of the Partnership shall not be deemed to constitute be a liquidation, dissolution or winding up, voluntary or involuntary, of the Partnership. (ii) Subject to the rights of the holders of Parity Units, upon any liquidation, dissolution or winding up of the affairs Partnership, after payment shall have been made in full to the holders of the PartnershipSeries C Preferred Partnership Units, as provided in this Section D, any series or class or classes of Junior Units shall, subject to any respective terms and provisions applying thereto, be entitled to receive any and all assets remaining to be paid or distributed, and the holders of the Series C Preferred Partnership Units shall not be entitled to share therein.

Liquidation Preference. (aA) Upon In the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs Partnership, whether voluntary or involuntary, before any payment or distribution of the Partnership, after payment of or provision for the Partnership’s debts and liabilities and any other class or series of equity securities assets of the Partnership ranking, with respect to rights upon the Partnership’s voluntary or involuntary liquidation, dissolution or winding up, senior to the Series A Preferred Units and before any distribution or payment shall be made to or set apart for the holders of any Common Units, Class P Units, Class R Units or Distribution Junior Preferred Units, the holders of the Series A Class D Preferred Units then outstanding shall be entitled to be paid out of the assets of the Partnership legally available for distribution to its Partners a liquidation preference in cash of receive $25.00 per Series A Class D Preferred Unit (the “Base Liquidation Preference”)Unit, plus an amount equal to any all distributions (whether or not earned or declared) accumulated, accrued and unpaid Series A Preferred Return to, but not including, thereon (such aggregate amount the date of payment (together with the Base “Class D Liquidation Preference, the “Liquidating Distribution”). (b) If . Until the holders of the Class D Preferred Units have been paid the Class D Liquidation Preference in full, no payment or distribution will be made to any holder of any Distribution Junior Units upon the liquidation, dissolution or winding up of the Partnership. If, upon any such voluntary or involuntary liquidation, dissolution or winding up of the Partnership, the available assets of the Partnership are Partnership, or the proceeds thereof, distributable to the holders of the Class D Preferred Units shall be insufficient to pay in full the full amount Class D Liquidation Preference and liquidating payments on any other class or series of Distribution Parity Units, then such assets, or the proceeds thereof, shall be distributed among the holders of the Liquidating Distributions on all outstanding Series A Class D Preferred Units and the corresponding amounts payable on all outstanding Parity Preferred Units, then the holders of Series A Preferred such Distribution Parity Units and Parity Preferred Units shall share ratably in any such distribution of assets in proportion to the full Liquidating Distributions liquidating distributions (including, if applicable, accumulated, accrued and unpaid distributions) to which they would otherwise respectively be respectively entitled. (cB) Subject to the rights of the holders of Distribution Parity Units upon any liquidation, dissolution or winding up, whether voluntary or involuntary, of the Partnership, after payment in full of the Class D Liquidation Preference for all outstanding Class D Preferred Units shall have been made to the holders of the Class D Preferred Units, as provided in Section 3(A), any class or series of Distribution Junior Units shall, subject to any respective terms and provisions applying thereto, be entitled to receive any and all assets, or the proceeds thereof, remaining to be paid or distributed, and the holders of the Class D Preferred Units, as such, shall not be entitled to share therewith. After payment of the full amount of the Liquidating Distributions to which they are entitledClass D Liquidation Preference for each outstanding Class D Preferred Unit, the holders of Series A the Class D Preferred Units Units, as such, will have no right or claim to any of the remaining assets of the Partnership. The preceding two sentences shall not affect the right of the General Partner or any other holder of Class D Preferred Units to share in any distribution or payment of the assets of the Partnership upon any liquidation, dissolution or winding up, whether voluntary or involuntary, of the Partnership as a result of its holding another class or series of Units. (dC) For the avoidance None of doubt, the consolidation, conversion a consolidation or merger of the Partnership with or into any other person, corporation, trust or another entity, or the a sale, lease, transfer or conveyance of all or substantially all of the assets Partnership’s property or business of the Partnership business, shall not be deemed to constitute considered a liquidation, dissolution or winding up of the affairs of the Partnership.

Liquidation Preference. (a) Upon Each 7.50% Cumulative Redeemable Preferred Unit shall be entitled to a liquidation preference of $100.00 per 7.50% Cumulative Redeemable Preferred Unit ("Liquidation Preference"). (b) In the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Partnership, after payment of or provision for the Partnership’s debts and liabilities and any other class or series of equity securities Operating Partnership pursuant to Article VIII of the Partnership ranking, with respect to rights upon the Partnership’s voluntary or involuntary liquidation, dissolution or winding up, senior to the Series A Preferred Units and before any distribution or payment shall be made to the holders of any Common Units, Class P Units, Class R Units or Junior Preferred UnitsAgreement, the holders of the Series A 7.50% Cumulative Redeemable Preferred Units then outstanding shall be entitled to be paid out of the assets of the Operating Partnership legally available for distribution distribution, after and subject to its Partners a liquidation preference the payment in cash full of $25.00 per Series A all amounts required to be distributed to the holders of Senior Xxxxx, but before any payment shall be made to the holders of Junior Units, an amount equal to the aggregate Liquidation Preference of the 7.50% Cumulative Redeemable Preferred Unit (the “Base Liquidation Preference”)Units held by such holder, plus an amount equal to any accrued and unpaid Series A Preferred Return todistributions thereon, but not including, the date of payment (together with the Base Liquidation Preference, the “Liquidating Distribution”). (b) if any. If upon any such voluntary or involuntary liquidation, dissolution or winding up of the Partnership, Operating Partnership the available remaining assets of the Operating Partnership are available for the distribution after payment in full of amounts required to be paid or distributed to holders of Senior Units shall be insufficient to pay the holders of the 7.50% Cumulative Redeemable Preferred Units the full amount to which they shall be entitled, the holders of the Liquidating Distributions on all outstanding Series A Preferred Units and the corresponding amounts payable on all outstanding Parity 7.50% Cumulative Redeemable Preferred Units, then and the holders of Series A Preferred Units and any series of Parity Preferred Units Units, shall share ratably with other holders of Parity Units in any such distribution of the remaining assets and funds of the Operating Partnership in proportion to the full Liquidating Distributions to respective amounts which they would otherwise be respectively entitled. (c) payable in respect to the Parity Units held by each of the said holders upon such distribution if all amounts payable on or with respect to said Parity Units were paid in full. After payment in full of the full amount of the Liquidating Distributions Liquidation Preference and accumulated and unpaid distributions to which they are entitled, the holders of Series A 7.50% Cumulative Redeemable Preferred Units will have no right or claim shall not be entitled to any further participation in any distribution of the remaining assets of the Operating Partnership. (d) For the avoidance of doubt, the consolidation, conversion or merger of the Partnership with or into any other person, corporation, trust or entity, or the sale, lease, transfer or conveyance of all or substantially all of the assets or business of the Partnership shall not be deemed to constitute a liquidation, dissolution or winding up of the affairs of the Partnership.

Liquidation Preference. (a) Upon any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Partnership, after payment the holders of or provision for the Partnership’s debts and liabilities and any other class or series of equity securities of the Partnership ranking, with respect to rights upon the Partnership’s voluntary or involuntary liquidation, dissolution or winding up, senior to the Series A Preferred Units and before any distribution or payment shall be made to the holders of any Common Units, Class P Units, Class R Units or Junior Preferred Units, the holders of the Series A Preferred Units then outstanding shall be are entitled to be paid out of the assets of the Partnership legally available for distribution to its Partners partners, after payment of or provision for the Partnership’s debts and other liabilities, a liquidation preference in cash of $25.00 per Series A Preferred Unit unit (the “Base Liquidation Preference”), plus an amount equal to any accrued and but unpaid Series A Preferred Return distributions (whether or not authorized or declared) thereon to, but not including, the date of payment (together payment, but without interest, before any distribution of assets is made to holders of Junior Units. If the assets of the Partnership legally available for distribution to partners are insufficient to pay in full the liquidation preference on the Series A Preferred Units and the liquidation preference on any Parity Preferred Units, all assets distributed to the holders of the Series A Preferred Units and any Parity Preferred Units shall be distributed pro rata so that the amount of assets distributed per Series A Preferred Unit and such Parity Preferred Units shall in all cases bear to each other the same ratio that the liquidation preference per Series A Preferred Unit and such Parity Preferred Units bear to each other. Notice of any distribution in connection with the Base Liquidation Preference, the “Liquidating Distribution”). (b) If upon any such voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Partnership, stating the available assets payment date or dates when, and the place or places where, the amounts distributable in such circumstances shall be payable, shall be given not less than 30 nor more than 60 days prior to the payment date stated therein, to each record holder of the Partnership are insufficient to pay the full amount of the Liquidating Distributions on all outstanding Series A Preferred Units and at the corresponding amounts payable respective addresses of such holders as the same shall appear on all outstanding Parity Preferred Units, then the holders records of Series A Preferred Units and Parity Preferred Units shall share ratably in any such distribution of assets in proportion to the full Liquidating Distributions to which they would otherwise be respectively entitled. (c) Partnership. After payment of the full amount of the Liquidating Distributions liquidating distributions to which they are entitled, the holders of Series A Preferred Units will have no right or claim to any of the remaining assets of the Partnership. (d) For the avoidance of doubt, the consolidation, conversion . The consolidation or merger of the Partnership with or into any other person, corporation, trust or another entity, a merger of another entity with or into the Partnership, a statutory exchange by the Partnership or a sale, lease, transfer or conveyance of all or substantially all of the assets Partnership’s property or business of the Partnership shall not be deemed to constitute a liquidation, dissolution or winding up of the affairs of the Partnership.

Liquidation Preference. (a) Upon In the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Partnership, after whether voluntary or involuntary, before any payment of or provision for the Partnership’s debts and liabilities and any other class or series of equity securities distribution of the Partnership ranking(whether capital, with respect to rights upon the Partnership’s voluntary surplus or involuntary liquidation, dissolution or winding up, senior to the Series A Preferred Units and before any distribution or payment otherwise) shall be made to or set apart for the holders of any Common Units, Class P Units, Class R Units or Junior Preferred Partnership Units, the holders of the Series A Class T Partnership Preferred Units then outstanding shall be entitled to be paid out of the assets of the receive Twenty-Five Dollars ($25.00) per Class T Partnership legally available for distribution to its Partners a liquidation preference in cash of $25.00 per Series A Preferred Unit (the “Base Liquidation Preference”), plus an amount per Class T Partnership Preferred Unit equal to any all dividends (whether or not declared or earned) accumulated, accrued and unpaid Series A on one share of Class T Preferred Return to, but not including, 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 T Partnership Preferred Units have been paid the Liquidation Preference in full, plus an amount equal to all dividends (whether or not declared or earned) accumulated, accrued and unpaid on the Class T Preferred Stock to the date of final distribution to such holders, no payment (together with shall be made to any holder of Junior Partnership Units upon the Base Liquidation Preferenceliquidation, dissolution or winding up of the “Liquidating Distribution”). (b) If Partnership. If, upon any such voluntary or involuntary liquidation, dissolution or winding up of the Partnership, the available assets of the Partnership are insufficient to pay the full amount of the Liquidating Distributions on all outstanding Series A Preferred Units and the corresponding amounts payable on all outstanding Parity Preferred Units, then the holders of Series A Preferred Units and Parity Preferred Units shall share ratably in any such distribution of assets in proportion to the full Liquidating Distributions to which they would otherwise be respectively entitled. (c) After payment of the full amount of the Liquidating Distributions to which they are entitled, holders of Series A Preferred Units will have no right or claim to any of the remaining assets of the Partnership. (d) , or proceeds thereof, distributable among the holders of Class T Partnership Preferred Units shall be insufficient to pay in full the preferential amount aforesaid and liquidating payments on any Parity Partnership Units, then such assets, or the proceeds thereof, shall be distributed among the holders of Class T Partnership Preferred Units and any such Parity Partnership Units ratably in the same proportion as the respective amounts that would be payable on such Class T Partnership Preferred Units and any such other Parity Partnership Units if all amounts payable thereon were paid in full. For the avoidance purposes of doubtthis Section 4, the consolidation, conversion (i) a consolidation or merger of the Partnership with one or into any other person, corporation, trust or entitymore partnerships, or the sale, lease, (ii) a sale or transfer or conveyance of all or substantially all of the Partnership’s assets or business of the Partnership shall not be deemed to constitute be a liquidation, dissolution or winding up of the affairs up, voluntary or involuntary, of the Partnership.

Liquidation Preference. (a) Upon In the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Partnership, after whether voluntary or involuntary, before any payment of or provision for the Partnership’s debts and liabilities and any other class or series of equity securities distribution of the Partnership ranking(whether capital, with respect surplus or otherwise) shall be made to rights or set apart for the holders of Junior Partnership Units, the holders of Class Thirteen Partnership Preferred Units shall be entitled to receive the Liquidation Preference for each Class Thirteen 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 holders of the Class Thirteen 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 Partnership’s voluntary or involuntary liquidation, dissolution or winding up, senior to the Series A Preferred Units and before any distribution or payment shall be made to the holders of any Common Units, Class P Units, Class R Units or Junior Preferred Units, the holders up of the Series A Preferred Units then outstanding shall be entitled to be paid out of the assets of the Partnership legally available for distribution to its Partners a liquidation preference in cash of $25.00 per Series A Preferred Unit (the “Base Liquidation Preference”)Partnership. If, plus an amount equal to any accrued and unpaid Series A Preferred Return to, but not including, the date of payment (together with the Base Liquidation Preference, the “Liquidating Distribution”). (b) If upon any such voluntary or involuntary liquidation, dissolution or winding up of the Partnership, the available assets of the Partnership are insufficient to pay the full amount of the Liquidating Distributions on all outstanding Series A Preferred Units and the corresponding amounts payable on all outstanding Parity Preferred Units, then the holders of Series A Preferred Units and Parity Preferred Units shall share ratably in any such distribution of assets in proportion to the full Liquidating Distributions to which they would otherwise be respectively entitled. (c) After payment of the full amount of the Liquidating Distributions to which they are entitled, holders of Series A Preferred Units will have no right or claim to any of the remaining assets of the Partnership. (d) , or proceeds thereof, distributable among the holders of Class Thirteen Partnership Preferred Units shall be insufficient to pay in full the preferential amount aforesaid and liquidating payments on any Parity Partnership Units, then such assets, or the proceeds thereof, shall be distributed among the holders of Class Thirteen Partnership Preferred Units and any such Parity Partnership Units ratably in the same proportion as the respective amounts that would be payable on such Class Thirteen Partnership Preferred Units and any such other Parity Partnership Units if all amounts payable thereon were paid in full. For the avoidance purposes of doubtthis Section 4, the consolidation, conversion a consolidation or merger of the Partnership with one or into any other person, corporation, trust or entitymore partnerships, or the sale, lease, a sale or transfer or conveyance of all or substantially all of the assets or business of the Partnership Partnership’s assets, shall not be deemed to constitute be a liquidation, dissolution or winding up, voluntary or involuntary, of the Partnership. (b) Upon any liquidation, dissolution or winding up of the affairs Partnership, after payment shall have been made in full to the holders of Class Thirteen Partnership Preferred Units and any Parity Partnership Units, as provided in this Section 4, any other series or class or classes of Junior Partnership Units shall, subject to the respective terms thereof, be entitled to receive any and all assets remaining to be paid or distributed, and the holders of the PartnershipClass Thirteen Partnership Preferred Units and any Parity Partnership Units shall not be entitled to share therein.

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

Liquidation Preference. (ai) Upon In the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of Partnership or the PartnershipGeneral Partner, after payment of or provision for the Partnership’s debts and liabilities and any other class or series of equity securities of the Partnership ranking, with respect to rights upon the Partnership’s whether voluntary or involuntary liquidationinvoluntary, dissolution or winding up, senior to the Series A Preferred Units and before any payment or distribution or payment shall be made to the holders of any Common Units, Class P Units, Class R Units or Junior Preferred Units, the holders of the Series A Preferred Units then outstanding shall be entitled to be paid out of the assets of the Partnership legally available shall be made to or set apart for distribution the holders of Junior Units, holders of the Series G-3 Preferred Units shall be entitled to its Partners a liquidation preference in cash of $25.00 receive the Series G-3 Preferred Unit Redemption Value per Series A G-3 Preferred Unit (the “Base Liquidation Preference”), plus an amount equal to any all distributions (whether or not earned or declared) accrued and unpaid Series A Preferred Return to, but not including, thereon to the date of payment (together with final distribution to such holders, but the Base Liquidation Preferenceholders of Series G-3 Preferred Units shall not be entitled to any further payment. If, the “Liquidating Distribution”). (b) If upon any such voluntary or involuntary liquidation, dissolution or winding up of the PartnershipPartnership or the General Partner, the available assets of the Partnership are Partnership, or proceeds thereof, distributable to the holders of Series G-3 Preferred Units shall be insufficient to pay in full the full preferential amount aforesaid and liquidating payments on any other Parity Units, then such assets, or the proceeds thereof, shall be distributed among the holders of the Liquidating Distributions on all outstanding Series A G-3 Preferred Units and the corresponding holders of any such other Parity Units ratably in accordance with the respective amounts that would be payable on all outstanding Parity Preferred Units, then the holders of such Series A G-3 Preferred Units and Parity Preferred Units shall share ratably in any such distribution of assets other Parity Units if all amounts payable thereon were paid in proportion to the full Liquidating Distributions to which they would otherwise be respectively entitled. (c) After payment of the full amount of the Liquidating Distributions to which they are entitled, holders of Series A Preferred Units will have no right or claim to any of the remaining assets of the Partnership. (d) full. For the avoidance purposes of doubtthis Section 2.C and 2.G, the consolidation, conversion (i) a consolidation or merger of the Partnership with or into any other person, corporation, trust or entity, or the saleGeneral Partner with one or more entities, lease, (ii) a statutory share exchange by the Partnership or the General Partner and (iii) a sale or transfer or conveyance of all or substantially all of the assets Partnership’s or business of the Partnership General Partner’s assets, shall not be deemed to constitute be a liquidation, dissolution or winding up, voluntary or involuntary, of the Partnership or General Partner. (ii) Subject to the rights of the holders of Partnership Units of any series or class or classes of shares ranking on a parity with or prior to the Series G-3 Preferred Units upon any liquidation, dissolution or winding up of the affairs General Partner or the Partnership, after payment shall have been made in full to the holders of the PartnershipSeries G-3 Preferred Units, as provided in this Section, any series or class or classes of Junior Units shall, subject to any respective terms and provisions applying thereto, be entitled to receive any and all assets remaining to be paid or distributed, and the holder of the Series G-3 Preferred Units shall not be entitled to share therein.

Liquidation Preference. (aA) Upon In the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Partnership, after payment of or provision for the Partnership’s debts and liabilities and any other class or series of equity securities of the Partnership ranking, with respect to rights upon the Partnership’s whether voluntary or involuntary liquidationinvoluntary, dissolution or winding up, senior to the Series A Preferred Units and before any payment or distribution or payment shall be made to the holders of any Common Units, Class P Units, Class R Units or Junior Preferred Units, the holders of the Series A Preferred Units then outstanding shall be entitled to be paid out of the assets of the Partnership legally available shall be made to or set apart for distribution the holders of Junior Units, the General Partner, in its capacity as holder of the Series C Preferred Units, shall be entitled to its Partners a liquidation preference in cash of receive Twenty-Five Dollars ($25.00 25.00) (the "Series C Liquidation Preference") per Series A C Preferred Unit (the “Base Liquidation Preference”), plus an amount equal to any all distributions (whether or not earned or declared) accrued and unpaid Series A Preferred Return to, but not including, thereon to the date of final distribution to the 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 (together with the Base Liquidation Preferencerespect to such Series C Preferred Units. If, the “Liquidating Distribution”). (b) If upon any such voluntary or involuntary liquidation, dissolution or winding up of the Partnership, the available assets of the Partnership are insufficient to pay the full amount of the Liquidating Distributions on all outstanding Series A Preferred Units and the corresponding amounts payable on all outstanding Parity Preferred Units, then the holders of Series A Preferred Units and Parity Preferred Units shall share ratably in any such distribution of assets in proportion to the full Liquidating Distributions to which they would otherwise be respectively entitled. (c) After payment of the full amount of the Liquidating Distributions to which they are entitled, holders of Series A Preferred Units will have no right or claim to any of the remaining assets of the Partnership. (d) , or proceeds thereof, distributable to the General Partner, in its capacity as the holder of Series C Preferred Units, shall be insufficient to pay in full the preferential amount aforesaid and liquidating payments on any other class or series of 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 such other Parity Units ratably in accordance with the respective amounts that would be payable on such Series C Preferred Units and such other Parity Units if all amounts payable thereon were paid in full. For the avoidance purposes of doubtthis Section 3, the consolidation, conversion (x) a consolidation or merger of the Partnership with or into any other person, corporation, trust or entity, or the General Partner with one or more partnerships, limited liability companies, corporations, real estate investment trusts or other entities and (y) a sale, lease, transfer lease or conveyance of all or substantially all of the assets Partnership's property or business of the Partnership shall not be deemed to constitute be a liquidation, dissolution or winding up, voluntary or involuntary, of the Partnership. (B) Subject to the rights of the holders of Partnership Units of any series or class ranking on a parity with or prior to the Series C Preferred Units upon any liquidation, dissolution or winding up of the affairs Partnership, after payment shall have been made in full to the General Partner, in its capacity as the holder of the PartnershipSeries C Preferred Units, as provided in this Section 3, any other series or class or classes of Junior Units shall, subject to any respective terms and provisions applying thereto, be entitled to receive any and all assets remaining to be paid or distributed, and the General Partner, in its capacity as the holder of the Series C Preferred Units, shall not be entitled to share therein.

Liquidation Preference. (aA) Upon In the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Partnership, after payment of or provision for the Partnership’s debts and liabilities and any other class or series of equity securities of the Partnership ranking, with respect to rights upon the Partnership’s whether voluntary or involuntary liquidationinvoluntary, dissolution or winding up, senior to the Series A Preferred Units and before any payment or distribution or payment shall be made to the holders of any Common Units, Class P Units, Class R Units or Junior Preferred Units, the holders of the Series A Preferred Units then outstanding shall be entitled to be paid out of the assets of the Partnership legally available shall be made to or set apart for distribution the holders of Junior Units, the General Partner, in its capacity as holder of the Series C Preferred Units, shall be entitled to its Partners a liquidation preference in cash of receive Twenty-Five Dollars ($25.00 per Series A Preferred Unit 25.00) (the “Base Series C Liquidation Preference”), ) per Series C Preferred Unit plus an amount equal to any all distributions (whether or not earned or declared) accrued and unpaid Series A Preferred Return to, but not including, thereon to the date of final distribution to the 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 (together with the Base Liquidation Preferencerespect to such Series C Preferred Units. If, the “Liquidating Distribution”). (b) If upon any such voluntary or involuntary liquidation, dissolution or winding up of the Partnership, the available assets of the Partnership are insufficient to pay the full amount of the Liquidating Distributions on all outstanding Series A Preferred Units and the corresponding amounts payable on all outstanding Parity Preferred Units, then the holders of Series A Preferred Units and Parity Preferred Units shall share ratably in any such distribution of assets in proportion to the full Liquidating Distributions to which they would otherwise be respectively entitled. (c) After payment of the full amount of the Liquidating Distributions to which they are entitled, holders of Series A Preferred Units will have no right or claim to any of the remaining assets of the Partnership. (d) , or proceeds thereof, distributable to the General Partner, in its capacity as the holder of Series C Preferred Units, shall be insufficient to pay in full the preferential amount aforesaid and liquidating payments on any other class or series of 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 such other Parity Units ratably in accordance with the respective amounts that would be payable on such Series C Preferred Units and such other Parity Units if all amounts payable thereon were paid in full. For the avoidance purposes of doubtthis Section 3, the consolidation, conversion (x) a consolidation or merger of the Partnership with or into any other person, corporation, trust or entity, or the General Partner with one or more partnerships, limited liability companies, corporations, real estate investment trusts or other entities and (y) a sale, lease, transfer lease or conveyance of all or substantially all of the assets Partnership’s property or business of the Partnership shall not be deemed to constitute be a liquidation, dissolution or winding up, voluntary or involuntary, of the Partnership. (B) Subject to the rights of the holders of Partnership Units of any series or class ranking on a parity with or prior to the Series C Preferred Units upon any liquidation, dissolution or winding up of the affairs Partnership, after payment shall have been made in full to the General Partner, in its capacity as the holder of the PartnershipSeries C Preferred Units, as provided in this Section 3, any other series or class or classes of Junior Units shall, subject to any respective terms and provisions applying thereto, be entitled to receive any and all assets remaining to be paid or distributed, and the General Partner, in its capacity as the holder of the Series C Preferred Units, shall not be entitled to share therein.

Liquidation Preference. (a) Upon any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Partnership, after payment of or provision for the Partnership’s debts and liabilities and any other class or series of equity securities of the Partnership ranking, with respect to rights upon the Partnership’s voluntary or involuntary liquidation, dissolution or winding up, senior to the Series A Preferred Units and before any distribution or payment shall be made to the holders of any Common Units, Class P Units, Class R Units or Junior Preferred Units, the holders of the Series A C Term Preferred Units then outstanding shall be are entitled to be paid out of the assets of the Partnership legally available for distribution to its Partners partners a liquidation preference in cash of $25.00 25 per Series A C Term Preferred Unit (the “Base Liquidation Preference”)Unit, plus an amount equal to any accrued accumulated and unpaid Series A Preferred Return to, but not including, distributions to and including the date of payment (together with payment, but without interest, before any distribution of assets is made to holders of Common Units or any other class or series of Partnership Interests in the Base Liquidation Preference, Partnership that ranks junior to the “Liquidating Distribution”). (b) Series C Term Preferred Units as to liquidation rights. If upon any such voluntary or involuntary liquidation, dissolution or winding up of the Partnership, the available assets of the Partnership legally available for distribution to holders of Partnership Interests are insufficient to pay in full the full amount of liquidation preference on the Liquidating Distributions on all outstanding Series A C Term Preferred Units and the corresponding amounts payable liquidation preference on all outstanding any Parity Preferred Units, then all assets distributed to the holders of the Series C Term Preferred Units and any Parity Preferred Units shall be distributed pro rata so that the amount of assets distributed per Series C Term Preferred Unit and such Parity Preferred Units shall in all cases bear to each other the same ratio that the liquidation preference per Series C Term Preferred Unit and such Parity Preferred Units bear to each other. The Partnership will promptly provide to the holders of Series A C Term Preferred Units and Parity Preferred Units shall share ratably in written notice of any event triggering the right to receive such distribution of assets in proportion to the full Liquidating Distributions to which they would otherwise be respectively entitled. (c) liquidation preference. After payment of the full amount of the Liquidating Distributions liquidation preference, plus any accumulated and unpaid distributions to which they are entitled, the holders of Series A C Term Preferred Units will have no right or claim to any of the remaining assets of the Partnership. (d) For the avoidance of doubt, the consolidation, conversion . The consolidation or merger of the Partnership with or into any other personpartnership, corporation, trust or entityentity or of any other partnership or corporation with or into the Partnership, or the a sale, lease, transfer or conveyance of all or substantially all of the assets Partnership’s property or business of the Partnership shall not be deemed to constitute a liquidation, dissolution or winding up of the affairs of the Partnership.

Liquidation Preference. (aA) Upon In the event of any voluntary Liquidation, subject to the prior preferences and other rights of any Series A Senior Units, before any payment or involuntary liquidation, dissolution or winding up distribution of the affairs of the Partnership, after payment of or provision for the Partnership’s debts and liabilities and any other class or series of equity securities assets of the Partnership ranking, with respect to rights upon the Partnership’s voluntary (whether capital or involuntary liquidation, dissolution or winding up, senior to the Series A Preferred Units and before any distribution or payment surplus) shall be made to or set apart for the holders of any Common Units, Class P Units, Class R Units or Series A Junior Preferred Units, the holders of the Series A Preferred Units then outstanding shall be entitled to be paid out of the assets of the Partnership legally available for distribution to its Partners a liquidation preference in cash of receive (i) (A) Eleven Dollars ($25.00 11.00) per Series A Preferred Unit (the “Base Liquidation Preference”), plus an amount equal to any all distributions (whether or not earned or declared) accrued and unpaid thereon to the date of final distribution to such holder (the “Series A Liquidation Preference”) plus (B) the Series A Redemption Premium or (ii) an amount per Series A Preferred Return toUnit equal to the amount which would have been payable had each Series A Preferred Unit been converted into Common Units immediately prior to such Liquidation; but such holders shall not be entitled to any further payment. If, but not includingupon any Liquidation, the date of payment (together with the Base Liquidation Preference, the “Liquidating Distribution”). (b) If upon any such voluntary or involuntary liquidation, dissolution or winding up assets of the Partnership, or proceeds thereof, distributable among the available assets holders of the Partnership are insufficient to pay the full amount of the Liquidating Distributions on all outstanding Series A Preferred Units shall be insufficient to pay in full the preferential amount aforesaid and the corresponding amounts payable liquidating payments on all outstanding any other units of any class or series of Series A Parity Preferred Units, then such assets, or the proceeds thereof, shall be distributed among the holders of Series A Preferred Units and any such other Series A Parity Units ratably in accordance with the amounts that would be payable on such Series A Preferred Units shall share ratably in and any such distribution of assets other Series A Parity Units if all amounts payable thereon were paid in proportion to the full Liquidating Distributions to which they would otherwise be respectively entitledfull. (cB) After payment Subject to the rights of the full amount holders of any Series A Parity Units or Series A Senior Units, upon any Liquidation of the Liquidating Distributions Partnership, after payment shall have been made in full to which they are entitledthe holders of the Series A Preferred Units, as provided in this Section 5, the holders of Series A Preferred Units will shall have no right or other claim to any of the remaining assets of the Partnership. Partnership and any other series or class or classes of Series A Junior Units shall, subject to the respective terms and provisions (dif any) For applying thereto, be entitled to receive any and all assets remaining to be paid or distributed, and the avoidance of doubt, the consolidation, conversion or merger holders of the Partnership with or into any other person, corporation, trust or entity, or the sale, lease, transfer or conveyance of all or substantially all of the assets or business of the Partnership Series A Preferred Units and Series A Parity Units shall not be deemed entitled to constitute a liquidation, dissolution or winding up of the affairs of the Partnershipshare therein.

Liquidation Preference. (a) Upon In the event of any voluntary Liquidation, before any payment or involuntary liquidation, dissolution or winding up distribution of the affairs assets of the Partnership, after payment of Corporation (whether capital or provision for the Partnership’s debts and liabilities and any other class or series of equity securities of the Partnership ranking, with respect to rights upon the Partnership’s voluntary or involuntary liquidation, dissolution or winding up, senior to the Series A Preferred Units and before any distribution or payment surplus) shall be made to or set apart for the holders of any Junior Shares, the holders of Series C Preferred Shares shall be entitled (subject to the Continuation Right of such holders described below) to receive an amount equal to the greater of: (i) the Liquidation Preference plus an amount equal to all accrued and unpaid dividends from the date immediately following the immediately preceding Dividend Payment Date to the date of the final distribution to such holder; and (ii) an amount per Series C Preferred Share equal to the amount or consideration which would have been payable had each Series C Preferred Share been converted into Common Units, Class P Units, Class R Units or Junior Preferred Units, Shares pursuant to Section 6 hereof immediately prior to such Liquidation. Until the holders of the Series A C Preferred Units then outstanding shall Shares have been paid the amount specified in the first sentence of this Section 4(a) in full, no payment will be entitled made to be paid out any holder of Junior Shares upon Liquidation. If, upon any such Liquidation, the assets of the Partnership legally available for distribution Corporation, or proceeds thereof, distributable among the holders of Series C Preferred Shares shall be insufficient to its Partners a liquidation preference pay in cash full the preferential amount aforesaid and liquidating payments on any other shares of $25.00 per any class or series of Parity Shares, then such assets, or the proceeds thereof, shall be distributed among the holders of such Series A C Preferred Unit (the “Base Liquidation Preference”), plus an amount equal to any accrued Shares and unpaid Series A Preferred Return to, but not including, the date of payment (together such other Parity Shares ratably in accordance with the Base Liquidation Preference, the “Liquidating Distribution”)amounts that would be payable on such Series C Preferred Shares and such other Parity Shares if all amounts payable thereon were paid in full. (b) If upon In connection with a Merger Liquidation (as defined below), each holder of Series C Preferred Shares shall have the right (a “Continuation Right”) to elect, by delivering written notice to the Corporation not less than five (5) Business Days prior to the Merger Liquidation, to require the Corporation to make provision for such holder’s Series C Preferred Shares to be assumed by the surviving entity as described in Section 6(f); provided, however, notwithstanding the election by any such voluntary or involuntary liquidation, dissolution or winding up of the Partnershipholders of the Series C Preferred Shares of the Continuation Right, the available assets of Corporation shall have the Partnership are insufficient right, in connection with any Merger Liquidation, to pay the full amount of the Liquidating Distributions on all outstanding Series A Preferred Units and the corresponding amounts payable on all outstanding Parity Preferred Unitselect, then by delivering written notice to the holders of Series A C Preferred Units and Parity Preferred Units shall share ratably in Shares at any such distribution of assets in proportion time prior to the full Liquidating Distributions Merger Liquidation, to which they would otherwise be respectively entitled. (c) After payment redeem any or all of the full outstanding Series C Preferred Shares for an amount of per Series C Preferred Share equal to the Liquidating Distributions to amount specified in the Section 4(a). A “Merger Liquidation” shall be a Liquidation which they are entitled, holders of Series A Preferred Units will have no right or claim to any of the remaining assets of the Partnership. (d) For the avoidance of doubt, the consolidation, conversion constitutes a consolidation or merger of the Partnership Corporation with one or into any other person, corporation, trust or entity, or the sale, lease, transfer or conveyance of all or substantially all more entities that are not Affiliates of the assets Corporation and as a result of which the Corporation is not the surviving entity. Upon a merger or business consolidation of the Partnership shall not be deemed to constitute a liquidation, dissolution Corporation with one or winding up more entities that are Affiliates of the affairs of Corporation, the PartnershipCorporation shall make provision for the Series C Preferred Shares to be assumed by the surviving entity as described in Section 6(f).

Liquidation Preference. (aA) Upon In the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Partnership, after payment of or provision for the Partnership’s debts and liabilities and any other class or series of equity securities of the Partnership ranking, with respect to rights upon the Partnership’s whether voluntary or involuntary liquidationinvoluntary, dissolution or winding up, senior to the Series A Preferred Units and before any payment or distribution or payment shall be made to the holders of any Common Units, Class P Units, Class R Units or Junior Preferred Units, the holders of the Series A Preferred Units then outstanding shall be entitled to be paid out of the assets of the Partnership legally available shall be made to or set apart for distribution the holders of Junior Units, the General Partner, in its capacity as holder of the Series D Preferred Units, shall be entitled to its Partners a liquidation preference in cash of receive Two Hundred and Fifty Dollars ($25.00 per Series A Preferred Unit 250.00) (the “Base Series D Liquidation Preference”), ) per Series D Preferred Unit plus an amount equal to any all distributions accrued and unpaid Series A Preferred Return to, but not including, thereon to the date of final distribution to the General Partner, in its capacity as such holder; but the General Partner, in its capacity as the holder of Series D Preferred Units, shall not be entitled to any further payment (together with the Base Liquidation Preferencerespect to such Series D Preferred Units. If, the “Liquidating Distribution”). (b) If upon any such voluntary or involuntary liquidation, dissolution or winding up of the Partnership, the available assets of the Partnership are insufficient to pay the full amount of the Liquidating Distributions on all outstanding Series A Preferred Units and the corresponding amounts payable on all outstanding Parity Preferred Units, then the holders of Series A Preferred Units and Parity Preferred Units shall share ratably in any such distribution of assets in proportion to the full Liquidating Distributions to which they would otherwise be respectively entitled. (c) After payment of the full amount of the Liquidating Distributions to which they are entitled, holders of Series A Preferred Units will have no right or claim to any of the remaining assets of the Partnership. (d) , or proceeds thereof, distributable to the General Partner, in its capacity as the holder of Series D Preferred Units, shall be insufficient to pay in full the preferential amount aforesaid and liquidating payments on any other class or series of 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 D Preferred Units, and the holders of such other Parity Units ratably in accordance with the respective amounts that would be payable on such Series D Preferred Units and such other Parity Units if all amounts payable thereon were paid in full. For the avoidance purposes of doubtthis Section 3, the consolidation, conversion (x) a consolidation or merger of the Partnership with or into any other person, corporation, trust or entity, or the General Partner with one or more partnerships, limited liability companies, corporations, real estate investment trusts or other entities and (y) a sale, lease, transfer lease or conveyance of all or substantially all of the assets Partnership’s property or business of the Partnership shall not be deemed to constitute be a liquidation, dissolution or winding up, voluntary or involuntary, of the Partnership. (B) Subject to the rights of the holders of Partnership Units of any series or class ranking on a parity with or prior to the Series D Preferred Units upon any liquidation, dissolution or winding up of the affairs Partnership, after payment shall have been made in full to the General Partner, in its capacity as the holder of the PartnershipSeries D Preferred Units, as provided in this Section 3, any other series or class or classes of Junior Units shall, subject to any respective terms and provisions applying thereto, be entitled to receive any and all assets remaining to be paid or distributed, and the General Partner, in its capacity as the holder of the Series D Preferred Units, shall not be entitled to share therein.

Liquidation Preference. (a) Upon any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Partnership, after payment of or provision for the Partnership’s debts and liabilities and any other class or series of equity securities of the Partnership ranking, with respect to rights upon the Partnership’s voluntary or involuntary liquidation, dissolution or winding up, senior to the Series A Preferred Units and before any distribution or payment shall be made to the holders of any Common Units, Class P Units, Class R Units or Junior Preferred Units, the holders of the Series A D Preferred Units then outstanding shall be are entitled to be paid out of the assets of the Partnership legally available for distribution to its Partners a liquidation preference in cash of (x) $25.00 25 per Series A D Preferred Unit (the “Base Liquidation Preference”), plus an amount equal to any accrued all accumulated and unpaid Series A Preferred Return distributions to, but not including, the date of payment (together with the Base Liquidation Preferencepayment, the “Liquidating Distribution”)in cash before any distribution of assets is made to Common Units or Junior Preferred Units. (b) If upon any such voluntary or involuntary liquidation, dissolution or winding up of the Partnership, the available assets of the Partnership are Partnership, or proceeds thereof, distributable among the holders of Series D Preferred Units shall be insufficient to pay in full the full above described preferential amount and liquidating payments on any other class or series of the Liquidating Distributions on all outstanding Series A Preferred Units and the corresponding amounts payable on all outstanding Parity Preferred Units, then such assets, or the proceeds thereof, shall be distributed among the holders of Series A D Preferred Units and any such other Parity Preferred Units shall share ratably in the same proportion as the respective amounts that would be payable on such Series D Preferred Units and any such distribution of assets other Parity Preferred Units if all amounts payable thereon were paid in proportion to the full Liquidating Distributions to which they would otherwise be respectively entitledfull. (c) After payment of the full amount of the Liquidating Distributions to which they are entitledUpon any liquidation, holders of Series A Preferred Units will have no right dissolution or claim to any of the remaining assets winding up of the Partnership, after payment shall have been made in full to the holders of the Series D Preferred Units and any Parity Preferred Units, any other series or class or classes of Junior Preferred Units shall be entitled to receive any and all assets remaining to be paid or distributed, and the holders of the Series D Preferred Units and any Parity Preferred Units shall not be entitled to share therein. (d) For the avoidance None of doubt, the a consolidation, merger or conversion or merger of the Partnership with or into any other person, corporation, trust or another entity, a merger of another entity with or into the Partnership, or a sale, lease, transfer lease or conveyance of all or substantially all of the assets Partnership’s property or business of the Partnership shall not be deemed to constitute considered a liquidation, dissolution or winding up of the affairs of the Partnership.

Liquidation Preference. (ai) Upon In the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of Partnership or the PartnershipGeneral Partner, after payment of or provision for the Partnership’s debts and liabilities and any other class or series of equity securities of the Partnership ranking, with respect to rights upon the Partnership’s whether voluntary or involuntary liquidationinvoluntary, dissolution or winding up, senior to the Series A Preferred Units and before any payment or distribution or payment shall be made to the holders of any Common Units, Class P Units, Class R Units or Junior Preferred Units, the holders of the Series A Preferred Units then outstanding shall be entitled to be paid out of the assets of the Partnership legally available shall be made to or set apart for distribution the holders of Junior Units, holders of the Series D-2 Preferred Units shall be entitled to its Partners a liquidation preference in cash of receive Fifty Dollars ($25.00 50.00) per Series A D-2 Preferred Unit (the “Base Liquidation Preference”), plus an amount equal to any accrued all distributions (whether or not earned or declared) accumulated and unpaid Series A Preferred Return to, but not including, thereon to the date of payment (together with final distribution to the Base Liquidation Preferenceholders of such units; but the holders of Series D-2 Preferred Units shall not be entitled to any further payment. If, the “Liquidating Distribution”). (b) If upon any such voluntary or involuntary liquidation, dissolution or winding up of the PartnershipPartnership or the General Partner, the available assets of the Partnership are Partnership, or proceeds thereof, distributable to the holders of Series D-2 Preferred Units shall be insufficient to pay in full the full preferential amount aforesaid and liquidating payments on any other Parity Units, then such assets, or the proceeds thereof, shall be distributed among the holders of the Liquidating Distributions on all outstanding Series A D-2 Preferred Units and the corresponding holders of any such other Parity Units ratably in accordance with the respective amounts that would be payable on all outstanding Parity Preferred Units, then the holders of such Series A D-2 Preferred Units and Parity Preferred Units shall share ratably in any such distribution of assets other Parity Units if all amounts payable thereon were paid in proportion to the full Liquidating Distributions to which they would otherwise be respectively entitled. (c) After payment of the full amount of the Liquidating Distributions to which they are entitled, holders of Series A Preferred Units will have no right or claim to any of the remaining assets of the Partnership. (d) full. For the avoidance purposes of doubtthis Section 2.C, the consolidation, conversion (i) a consolidation or merger of the Partnership with or into any other person, corporation, trust or entity, or the saleGeneral Partner with one or more entities, lease, (ii) a statutory share exchange by the Partnership or the General Partner and (iii) a sale or transfer or conveyance of all or substantially all of the assets Partnership's or business of the Partnership General Partner's assets, shall not be deemed to constitute be a liquidation, dissolution or winding up, voluntary or involuntary, of the Partnership or General Partner. (ii) Subject to the rights of the holders of Partnership Units of any series or class or classes of shares ranking on a parity with or prior to the Series D-2 Preferred Units upon any liquidation, dissolution or winding up of the affairs General Partner or the Partnership, after payment shall have been made in full to the holders of the PartnershipSeries D-2 Preferred Units as provided in this Section, any series or class or classes of Junior Units shall, subject to any respective terms and provisions applying thereto, be entitled to receive any and all assets remaining to be paid or distributed, and the holder of the Series D-2 Preferred Units shall not be entitled to share therein.

Liquidation Preference. (a) Upon any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Partnership, after payment of or provision for the Partnership’s debts and liabilities and any other class or series of equity securities of the Partnership ranking, with respect to rights upon the Partnership’s voluntary or involuntary liquidation, dissolution or winding up, senior to the Series A Preferred Units and before any distribution or payment shall be made to the holders of any Common Units, Class P Units, Class R Units or Junior Preferred Units, the holders of the Series A C Preferred Units then outstanding shall be are entitled to be paid out of the assets of the Partnership legally available for distribution to its Partners a liquidation preference in cash of (x) $25.00 25 per Series A C Preferred Unit (the “Base Liquidation Preference”), plus an amount equal to any accrued all accumulated and unpaid Series A Preferred Return distributions to, but not including, the date of payment (together with payment, in cash or property at its fair market value as determined by the Base Liquidation Preference, the “Liquidating Distribution”)General Partner before any distribution of assets is made to Common Units or Junior Preferred Units. (b) If upon any such voluntary or involuntary liquidation, dissolution or winding up of the Partnership, the available assets of the Partnership are Partnership, or proceeds thereof, distributable among the holders of Series C Preferred Units shall be insufficient to pay in full the full above described preferential amount and liquidating payments on any other class or series of the Liquidating Distributions on all outstanding Series A Preferred Units and the corresponding amounts payable on all outstanding Parity Preferred Units, then such assets, or the proceeds thereof, shall be distributed among the holders of Series A C Preferred Units and any such other Parity Preferred Units shall share ratably in the same proportion as the respective amounts that would be payable on such Series C Preferred Units and any such distribution of assets other Parity Preferred Units if all amounts payable thereon were paid in proportion to the full Liquidating Distributions to which they would otherwise be respectively entitledfull. (c) After payment of the full amount of the Liquidating Distributions to which they are entitledUpon any liquidation, holders of Series A Preferred Units will have no right dissolution or claim to any of the remaining assets winding up of the Partnership, after payment shall have been made in full to the holders of the Series C Preferred Units and any Parity Preferred Units, any other series or class or classes of Junior Preferred Units shall be entitled to receive any and all assets remaining to be paid or distributed, and the holders of the Series C Preferred Units and any Parity Preferred Units shall not be entitled to share therein. (d) For the avoidance None of doubt, the consolidation, conversion a consolidation or merger of the Partnership with or into any other person, corporation, trust or another entity, a merger of another entity with or into the Partnership, or a sale, lease, transfer lease or conveyance of all or substantially all of the assets Partnership’s property or business of the Partnership shall not be deemed to constitute considered a liquidation, dissolution or winding up of the affairs of the Partnership.

Liquidation Preference. (a) Upon any voluntary or involuntary liquidation, dissolution or winding up of the affairs Partnership, before any distribution by the Partnership shall be made to or set apart for the holders of any Junior Partnership Units, to the extent possible and in accordance with Section 9.5(c) of the PartnershipAgreement, after each Class A Preferred Unit shall entitle the Holder thereof to receive (i) a liquidation preference equal to the amount of accumulated and unpaid distributions thereon (whether or not earned or declared) to and including the date of final distribution to such Holder (the aggregate of such sums for all Holders of Class A Preferred Units is referred to herein as the "Class A Liquidating Proceeds"), and (ii) if any portion of such Class A Preferred Unit constitutes a Promote that is vested and does not constitute deferred compensation under Code Section 409A, then such Holder shall also be entitled to receive an interest in the entity that is entitled to receive such Promote, which interest corresponds to the vested portion of such Class A Preferred Unit (a "Vested Promote Interest"); provided, however, that such Holders will not be entitled to any further payment in respect of or provision for such Class A Preferred Units. Until all Holders of the Partnership’s debts Class A Preferred Units have been paid the Class A Liquidating Proceeds in full, and liabilities and any other class or series of equity securities all Vested Promote Interests to which they are entitled, no distribution of the Partnership ranking, with respect will be made to rights any holder of Junior Partnership Units upon the Partnership’s voluntary or involuntary liquidation, dissolution or winding up, senior to the Series A Preferred Units and before any distribution or payment shall be made to the holders of any Common Units, Class P Units, Class R Units or Junior Preferred Units, the holders up of the Series A Preferred Units then outstanding shall be entitled to be paid out of the assets of the Partnership legally available for distribution to its Partners a liquidation preference in cash of $25.00 per Series A Preferred Unit (the “Base Liquidation Preference”), plus an amount equal to any accrued and unpaid Series A Preferred Return to, but not including, the date of payment (together with the Base Liquidation Preference, the “Liquidating Distribution”)Partnership. (b) If If, upon any such voluntary or involuntary liquidation, dissolution or winding up of the Partnership, the available assets of the Partnership are insufficient to pay Partnership, or proceeds thereof, distributable among the full amount holders of the Liquidating Distributions on all outstanding Series Class A Preferred Units and holders of any Parity Partnership Units shall be insufficient to pay in full the corresponding amounts payable Class A Liquidating Proceeds, the Vested Promote Interests to which any Holders are entitled and liquidating payments on all outstanding any Parity Preferred Partnership Units, then such assets, or the holders proceeds thereof, shall be distributed among the Holders of Series Class A Preferred Units and holders of any such Parity Partnership Units ratably in the same proportion as the respective amounts that would be payable on such Class A Preferred Units shall share ratably in and any such distribution of assets Parity Partnership Units if all amounts payable thereon were paid in proportion to the full Liquidating Distributions to which they would otherwise be respectively entitledfull. (c) After payment of the full amount of the Liquidating Distributions to which they are entitled, holders of Series A Preferred Units will have no right Upon any voluntary or claim to any of the remaining assets of the Partnership. (d) For the avoidance of doubt, the consolidation, conversion or merger of the Partnership with or into any other person, corporation, trust or entity, or the sale, lease, transfer or conveyance of all or substantially all of the assets or business of the Partnership shall not be deemed to constitute a involuntary liquidation, dissolution or winding up of the affairs Partnership, after all distributions shall have been made in full to the Holders of Class A Preferred Units and holders of any Parity Partnership Units to enable them to receive their respective liquidation preferences, any Junior Partnership Units shall be entitled to receive any and all assets remaining to be paid or distributed, and the holders of the Partnership.Class A Preferred Units and any Parity Partnership Units shall not be entitled to share therein. 693602.01-LACSR01A - MSW

Liquidation Preference. (a) Upon In the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs 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, after before any payment or distribution of or provision for the Partnership’s debts and liabilities and any other class or series of equity securities assets of the Partnership ranking, with respect to rights upon the Partnership’s voluntary (whether capital or involuntary liquidation, dissolution or winding up, senior to the Series A Preferred Units and before any distribution or payment surplus) shall be made to or set apart for the holders Holders of any Common Units, Class P Units, Class R Units or Series B Junior Preferred Units, the holders of the Series A B Preferred Units then outstanding shall be entitled to be paid out of the assets of the Partnership legally available for distribution to its Partners a liquidation preference in cash of receive Twenty-Five Dollars ($25.00 per Series A Preferred Unit 25.00) (the “Base Series B Liquidation Preference”), ) per Series B Preferred Unit plus an amount equal to any all distributions (whether or not earned or declared) accrued and unpaid Series A Preferred Return to, but not including, thereon to the date of payment (together with the Base Liquidation Preferencefinal distribution to such Holders; but such Holders shall not be entitled to any further payment. If, the “Liquidating Distribution”). (b) If upon any such voluntary or involuntary liquidation, dissolution or winding up of the Partnership, the available assets of the Partnership are insufficient to pay the full amount of the Liquidating Distributions on all outstanding Series A Preferred Units and the corresponding amounts payable on all outstanding Parity Preferred Units, then the holders of Series A Preferred Units and Parity Preferred Units shall share ratably in any such distribution of assets in proportion to the full Liquidating Distributions to which they would otherwise be respectively entitled. (c) After payment of the full amount of the Liquidating Distributions to which they are entitled, holders of Series A Preferred Units will have no right or claim to any of the remaining assets of the Partnership. (d) , or proceeds thereof, distributable among the Holders of the Series B Preferred Units shall be insufficient to pay in full the preferential amount aforesaid and liquidating payments on any other Units of any class or series of Series B Parity Units, then such assets, or the proceeds thereof, shall be distributed among the Holders of Series B Preferred Units and any such other Series B Parity Units 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 if all amounts payable thereon were paid in full. For the avoidance purposes of doubtthis Section 5, the consolidation, conversion (i) a consolidation or merger of the Partnership with one or into any more partnerships, corporations, real estate investment trusts or other personentities, corporation, trust or entity, or the (ii) a sale, lease, transfer lease or conveyance of all or substantially all of the assets Partnership’s property or business of the Partnership or (iii) a statutory share exchange shall not be deemed to constitute be a liquidation, dissolution or winding up, voluntary or involuntary, of the Partnership. (b) Subject to the rights of the holders of shares of any series or class or classes of Partnership Interest ranking on a parity with or prior to the Series B Preferred Units upon liquidation, dissolution or winding up, upon any liquidation, dissolution or winding up of the affairs Partnership, after payment shall have been made in full to the holders of the PartnershipSeries B Preferred Units, as provided in this Section 5, the Holders of Series B Preferred Units shall have no other claim to the remaining assets of the Partnership and any other series or class or classes of Series B Junior Units shall, subject to the respective terms and provisions (if any) applying thereto, be entitled to receive any and all assets remaining to be paid or distributed, and the holders of the Series B Preferred Units shall not be entitled to share therein.

Liquidation Preference. (a) Upon In the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Partnership, after payment of or provision for the Partnership’s debts and liabilities and any other class or series of equity securities of the Partnership ranking, with respect to rights upon the Partnership’s voluntary or involuntary liquidation, dissolution or winding up, senior to the Series A Preferred Units and before any distribution or payment shall be made to the holders of any Common Units, Class P Units, Class R Units or Junior Preferred UnitsCompany, the holders of the Series A Preferred Units then outstanding shall will be entitled to be paid out of the assets of the Partnership Company has legally available for distribution to its Partners Members, subject to the preferential rights of the holders of any Senior Units, a liquidation preference in cash of $25.00 per Series A Preferred Unit unit (the “Base Liquidation Preference”), plus an amount equal to any accrued accumulated and unpaid Series A Preferred Return distributions thereon (whether or not authorized or declared) to, but not includingexcluding, the date of payment (together with payment, before any distribution of assets is made to holders of Junior Units; and such holders of Preferred Units shall not be entitled to any further payment. In the Base Liquidation Preferenceevent that, the “Liquidating Distribution”). (b) If upon any such voluntary or involuntary liquidation, dissolution or winding up of the Partnershipup, the available assets of the Partnership Company are insufficient to pay the full amount of the Liquidating Distributions liquidating distributions on all outstanding Series A Preferred Units and the corresponding amounts payable on all outstanding Parity Preferred Units, then the holders of Series A the Preferred Units and all such Parity Preferred Units shall share ratably in any such distribution of assets in proportion to the full Liquidating Distributions liquidating distributions to which they would otherwise be respectively entitled. (c) . Holders of Preferred Units will be entitled to written notice of any such liquidation no fewer than 30 days and no more than 60 days prior to the payment date stating the payment date or dates when, and the place or places where, the amounts distributable in each circumstance shall be payable. After payment of the full amount of the Liquidating Distributions liquidating distributions to which they are entitled, the holders of Series A Preferred Units will have no right or claim to any of the remaining assets of the Partnership. (d) For the avoidance of doubt, the Company. The consolidation, conversion or merger of the Partnership Company with or into any other person, corporation, trust or entityentity or of any other entity with or into the Company, or the sale, lease, transfer or conveyance of all or substantially all of the assets property or business business, individually or in a series of related transactions, of the Partnership Company, shall not be deemed to constitute a liquidation, dissolution or winding up of the affairs of the PartnershipCompany.

Liquidation Preference. (a) Upon In the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Partnership, after whether voluntary or involuntary, before any payment of or provision for the Partnership’s debts and liabilities and any other class or series of equity securities distribution of the Partnership ranking(whether capital, with respect surplus or otherwise) shall be made under Section 5.06(a) to rights any classes of ownership interest in the Partnership that are junior in priority as to payments or distributions upon the Partnership’s voluntary or involuntary liquidation, dissolution or winding upup of the Partnership (for purposes of this Section 4, senior individually or collectively, “liquidation rights”) to the Series A Convertible Preferred Units and before any distribution or payment shall be made to the holders of any Common Units, Class P Units, Class R Units or Junior Preferred Partnership Units, the holders of the Series A Preferred Units then outstanding General Partner shall be entitled to be paid out a preference payment, for each Monthly Income Preferred Partnership Unit, equal to the sum of the assets of the Partnership legally available for distribution to its Partners a liquidation preference in cash of (i) $25.00 per Series A Preferred Unit (the “Base Liquidation Preference”)1,000, plus (ii) an amount equal to any accrued and unpaid Series A Preferred Return to, but not including, interest on one Convertible Note to the date of payment (together with the Base “Convertible Unit Liquidation Preference”). Until the Convertible Unit Liquidation Preference with respect to all Convertible Preferred Partnership Units outstanding at the time of the liquidation, dissolution or winding up of the Partnership (the “Liquidating DistributionConvertible Liquidation Preference”). (b) If has been paid in full, no payment shall be made under Section 5.06(a) with respect to any classes of ownership interest in the Partnership that are junior in priority to the Convertible Preferred Partnership Units as to liquidation rights. If, upon any such voluntary or involuntary liquidation, dissolution or winding up of the Partnership, the available assets of the Partnership are Partnership, or the proceeds thereof, shall be insufficient to pay in full both the full amount of the Liquidating Distributions on all outstanding Series A Preferred Units Convertible Liquidation Preference and the corresponding amounts payable on all outstanding Parity any other ownership interests in the Partnership that are on a parity with the Convertible Preferred Partnership Units as to liquidation rights, then such assets of the Partnership, or the proceeds thereof, shall be distributed among the General Partner, as the holder of the Convertible Preferred Partnership Units, then and the holders of Series A Preferred Units and Parity Preferred Units shall share ratably in any such distribution of assets ownership interests in the Partnership that are on a parity with the Convertible Preferred Partnership Units as to liquidation rights, ratably in proportion to the full Liquidating Distributions full, respective, preferential distributions to which they would otherwise be respectively entitled. (c) entitled as a result of their respective liquidation rights. After payment in full of the full amount Convertible Liquidation Preference, the General Partner, as the holder of the Liquidating Distributions to which they are entitledConvertible Preferred Partnership Units, holders of Series A Preferred Units will shall have no right or claim by reason of such Convertible Preferred Partnership Units to any of the remaining assets of the Partnership. (d) For . After the avoidance of doubtAggregate Liquidation Preference has been paid to the General Partner, liquidating distributions shall be made to the Partners as provided in Section 5.06(a). Prior to making payments to the Partners under Section 5.06(a), the consolidation, conversion or merger Capital Account of the Partnership with or into any other person, corporation, trust or entity, or General Partner shall be reduced to reflect the sale, lease, transfer or conveyance of all or substantially all payment of the assets or business of the Partnership shall not be deemed to constitute a liquidation, dissolution or winding up of the affairs of the PartnershipAggregate Liquidation Preference.

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

Liquidation Preference. (ai) Upon In the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of Partnership or the PartnershipGeneral Partner, after payment of or provision for the Partnership’s debts and liabilities and any other class or series of equity securities of the Partnership ranking, with respect to rights upon the Partnership’s whether voluntary or involuntary liquidationinvoluntary, dissolution or winding up, senior to the Series A Preferred Units and before any payment or distribution or payment shall be made to the holders of any Common Units, Class P Units, Class R Units or Junior Preferred Units, the holders of the Series A Preferred Units then outstanding shall be entitled to be paid out of the assets of the Partnership legally available shall be made to or set apart for distribution the holders of Junior Units, the General Partner, in its capacity as the holder of the Series K Preferred Units, shall be entitled to its Partners a liquidation preference in cash of receive Twenty-Five Dollars ($25.00 25.00) per Series A K Preferred Unit (the “Base Liquidation Preference”), ) plus an amount equal to any all distributions (whether or not earned or declared) accrued and unpaid Series A Preferred Return to, but not including, thereon to the date of payment (together with final distribution to the Base Liquidation PreferenceGeneral Partner, in its capacity as such holder; but the “Liquidating Distribution”). (b) If General Partner, in its capacity as the holder of Series K Preferred Units, shall not be entitled to any further payment. If, upon any such voluntary or involuntary liquidation, dissolution or winding up of the PartnershipPartnership or the General Partner, the available assets of the Partnership are insufficient to pay the full amount of the Liquidating Distributions on all outstanding Series A Preferred Units and the corresponding amounts payable on all outstanding Parity Preferred Units, then the holders of Series A Preferred Units and Parity Preferred Units shall share ratably in any such distribution of assets in proportion to the full Liquidating Distributions to which they would otherwise be respectively entitled. (c) After payment of the full amount of the Liquidating Distributions to which they are entitled, holders of Series A Preferred Units will have no right or claim to any of the remaining assets of the Partnership. (d) , or proceeds thereof, distributable to the General Partner, in its capacity as the holder of Series K Preferred Units, shall be insufficient to pay in full the preferential amount aforesaid and liquidating payments on any other 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 K Preferred Units, and the holders of any such other Parity Units ratably in accordance with the respective amounts that would be payable on such Series K Preferred Units and any such other Parity Units if all amounts payable thereon were paid in full. For the avoidance purposes of doubtthis Section C, the consolidation, conversion (i) a consolidation or merger of the Partnership with or into any other person, corporation, trust or entity, or the saleGeneral Partner with one or more entities, lease, (ii) a statutory share exchange by the Partnership or the General Partner and (iii) a sale or transfer or conveyance of all or substantially all of the assets Partnership’s or business of the Partnership General Partner’s assets, shall not be deemed to constitute be a liquidation, dissolution or winding up, voluntary or involuntary, of the Partnership or General Partner. (ii) Subject to the rights of the holders of Partnership Units of any series or class or classes of shares ranking on a parity with or prior to the Series K Preferred Units upon any liquidation, dissolution or winding up of the affairs General Partner or the Partnership, after payment shall have been made in full to the General Partner, in its capacity as the holder of the PartnershipSeries K Preferred Units, as provided in this Section, any series or class or classes of Junior Units shall, subject to any respective terms and provisions applying thereto, be entitled to receive any and all assets remaining to be paid or distributed, and the General Partner, in its capacity as the holder of the Series K Preferred Units, shall not be entitled to share therein.

Liquidation Preference. (a) Upon Each 7.50% Cumulative Redeemable Preferred Unit shall be entitled to a liquidation preference of $100.00 per 7.50% Cumulative Redeemable Preferred Unit (“Liquidation Preference”). (b) In the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Partnership, after payment of or provision for the Partnership’s debts and liabilities and any other class or series of equity securities Operating Partnership pursuant to Article VIII of the Partnership ranking, with respect to rights upon the Partnership’s voluntary or involuntary liquidation, dissolution or winding up, senior to the Series A Preferred Units and before any distribution or payment shall be made to the holders of any Common Units, Class P Units, Class R Units or Junior Preferred UnitsAgreement, the holders of the Series A 7.50% Cumulative Redeemable Preferred Units then outstanding shall be entitled to be paid out of the assets of the Operating Partnership legally available for distribution distribution, after and subject to its Partners a liquidation preference the payment in cash full of $25.00 per Series A all amounts required to be distributed to the holders of Senior Units, but before any payment shall be made to the holders of Junior Units, an amount equal to the aggregate Liquidation Preference of the 7.50% Cumulative Redeemable Preferred Unit (the “Base Liquidation Preference”)Units held by such holder, plus an amount equal to any accrued and unpaid Series A Preferred Return todistributions thereon, but not including, the date of payment (together with the Base Liquidation Preference, the “Liquidating Distribution”). (b) if any. If upon any such voluntary or involuntary liquidation, dissolution or winding up of the Partnership, Operating Partnership the available remaining assets of the Operating Partnership are available for the distribution after payment in full of amounts required to be paid or distributed to holders of Senior Units shall be insufficient to pay the holders of the 7.50% Cumulative Redeemable Preferred Units the full amount to which they shall be entitled, the holders of the Liquidating Distributions on all outstanding Series A Preferred Units and the corresponding amounts payable on all outstanding Parity 7.50% Cumulative Redeemable Preferred Units, then and the holders of Series A Preferred Units and any series of Parity Preferred Units Units, shall share ratably with other holders of Parity Units in any such distribution of the remaining assets and funds of the Operating Partnership in proportion to the full Liquidating Distributions to respective amounts which they would otherwise be respectively entitled. (c) payable in respect to the Parity Units held by each of the said holders upon such distribution if all amounts payable on or with respect to said Parity Units were paid in full. After payment in full of the full amount of the Liquidating Distributions Liquidation Preference and accumulated and unpaid distributions to which they are entitled, the holders of Series A 7.50% Cumulative Redeemable Preferred Units will have no right or claim shall not be entitled to any further participation in any distribution of the remaining assets of the Operating Partnership. (d) For the avoidance of doubt, the consolidation, conversion or merger of the Partnership with or into any other person, corporation, trust or entity, or the sale, lease, transfer or conveyance of all or substantially all of the assets or business of the Partnership shall not be deemed to constitute a liquidation, dissolution or winding up of the affairs of the Partnership.

Liquidation Preference. (a) Upon In the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Partnership, after whether voluntary or involuntary, before any payment of or provision for the Partnership’s debts and liabilities and any other class or series of equity securities distribution of the Partnership ranking(whether capital, with respect to rights upon the Partnership’s voluntary surplus or involuntary liquidation, dissolution or winding up, senior to the Series A Preferred Units and before any distribution or payment otherwise) shall be made to or set apart for the holders of any Common Units, Class P Units, Class R Units or Junior Preferred Partnership Units, the holders of the Series A Class W Partnership Preferred Units then outstanding shall be entitled to be paid out of the assets of the receive Fifty-Two Dollars and Fifty Cents ($52.50) per Class W Partnership legally available for distribution to its Partners a liquidation preference in cash of $25.00 per Series A Preferred Unit (the “Base "Liquidation Preference”"), 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 Class W Partnership Preferred Units have been paid the Liquidation Preference in full, plus an amount equal to any all dividends (whether or not declared or earned) accumulated, accrued and unpaid Series A on the Class W Preferred Return to, but not including, Stock to the date of final distribution to such holders, no payment (together with shall be made to any holder of Junior Partnership Units upon the Base Liquidation Preferenceliquidation, dissolution or winding up of the “Liquidating Distribution”). (b) If Partnership. If, upon any such voluntary or involuntary liquidation, dissolution or winding up of the Partnership, the available assets of the Partnership are insufficient to pay the full amount of the Liquidating Distributions on all outstanding Series A Preferred Units and the corresponding amounts payable on all outstanding Parity Preferred Units, then the holders of Series A Preferred Units and Parity Preferred Units shall share ratably in any such distribution of assets in proportion to the full Liquidating Distributions to which they would otherwise be respectively entitled. (c) After payment of the full amount of the Liquidating Distributions to which they are entitled, holders of Series A Preferred Units will have no right or claim to any of the remaining assets of the Partnership. (d) , or proceeds thereof, distributable among the holders of Class W Partnership Preferred Units shall be insufficient to pay in full the preferential amount aforesaid and liquidating payments on any Parity Partnership Units, then such assets, or the proceeds thereof, shall be distributed among the holders of Class W Partnership Preferred Units and any such Parity Partnership Units ratably in the same proportion as the respective amounts that would be payable on such Class W Partnership Preferred Units and any such other Parity Partnership Units if all amounts payable thereon were paid in full. For the avoidance purposes of doubtthis Section 4, the consolidation, conversion (i) a consolidation or merger of the Partnership with one or into any other person, corporation, trust or entitymore partnerships, or the sale, lease, (ii) a sale or transfer or conveyance of all or substantially all of the Partnership's assets or business of the Partnership shall not be deemed to constitute be a liquidation, dissolution or winding up, voluntary or involuntary, of the Partnership. (b) Upon any liquidation, dissolution or winding up of the affairs Partnership, after payment shall have been made in full to the holders of Class W Partnership Preferred Units and any Parity Partnership Units, as provided in this Section 4, any other series or class or classes of Junior Partnership Units shall, subject to the respective terms thereof, be entitled to receive any and all assets remaining to be paid or distributed, and the holders of the PartnershipClass W Partnership Preferred Units and any Parity Partnership Units shall not be entitled to share therein.

Liquidation Preference. (ai) Upon In the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs Company, whether voluntary or involuntary, before any payment or distribution of the Partnership, after payment of or provision for the Partnership’s debts and liabilities and any other class or series of equity securities assets of the Partnership ranking, with respect to rights upon the Partnership’s voluntary or involuntary liquidation, dissolution or winding up, senior to the Series A Preferred Units and before any distribution or payment Company shall be made to or set apart for the holders of any Common Units, Class P Units, Class R Units or Junior Preferred Units, the holders of the Series A Company Preferred Units then outstanding shall be entitled to be paid out of the assets of the Partnership legally available for distribution to its Partners a liquidation preference in cash of receive $25.00 per Series A Company Preferred Unit (the “Base Liquidation Preference”), ) plus an amount per Series A Company Preferred Unit equal to any all accrued and unpaid Series A Preferred Return distributions (whether or not earned or declared) thereon to, but not including, the date of payment (together with final distribution to such holders; but such holders of the Base Liquidation PreferenceSeries A Company Preferred Units shall not be entitled to any further payment. If, the “Liquidating Distribution”). (b) If upon any such voluntary or involuntary liquidation, dissolution or winding up of the PartnershipCompany, the available assets of the Partnership are Company, or proceeds thereof, distributable among the holders of the Series A Company Preferred Units shall be insufficient to pay in full the full preferential amount aforesaid and liquidating payments on any other Parity Units, then such assets, or the proceeds thereof, shall be distributed among the holders of the Liquidating Distributions on all outstanding such Series A Company Preferred Units and any such other Parity Units ratably in accordance with the corresponding respective amounts that would be payable on all outstanding Parity Preferred Units, then the holders of such Series A Company Preferred Units and Parity Preferred Units shall share ratably in any such distribution of assets other Parity Units if all amounts payable thereon were paid in proportion to the full Liquidating Distributions to which they would otherwise be respectively entitled. (c) After payment of the full amount of the Liquidating Distributions to which they are entitled, holders of Series A Preferred Units will have no right or claim to any of the remaining assets of the Partnership. (d) full. For the avoidance purposes of doubtthis Section D, the consolidation, conversion none of (i) a consolidation or merger of the Partnership Company with one or into any other personmore entities, corporation, trust or entity(ii) a statutory unit exchange by the Company, or the sale, lease, (iii) a sale or transfer or conveyance of all or substantially all of the Company’s assets or business of the Partnership shall not be deemed to constitute be a liquidation, dissolution or winding up, voluntary or involuntary, of the Company. (ii) Until payment shall have been made in full to the holders of the Series A Company Preferred Units, as provided in this Section D, and to the holders of Parity Units, subject to any terms and provisions applying thereto, no payment will be made to any holder of Junior Units upon the liquidation, dissolution or winding up of the affairs Company. Subject to the rights of the Partnershipholders of Parity Units, upon any liquidation, dissolution or winding up of the Company, after payment shall have been made in full to the holders of the Series A Company Preferred Units, as provided in this Section D, any series or class or classes of Junior Units shall, subject to any respective terms and provisions applying thereto, be entitled to receive any and all assets remaining to be paid or distributed, and the holders of the Series A Company Preferred Units shall not be entitled to share therein.

Liquidation Preference. (a) Upon In the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Partnership, after whether voluntary or involuntary, before any payment of or provision for the Partnership’s debts and liabilities and any other class or series of equity securities distribution of the Partnership ranking(whether capital, with respect surplus or otherwise) shall be made under Section 5.06(a) to rights upon any classes of ownership interest in the Partnership’s voluntary or involuntary liquidation, dissolution or winding up, senior Partnership that are junior in priority to the Series A Preferred Units and before any distribution or payment shall be made to the holders of any Common Units, Class P Units, Class R Units or Junior Preferred Partnership Units, the holders of the Series A Preferred Partnership Units then outstanding shall be entitled to be paid out a preference (the “Liquidation Preference”) equal to the sum of the assets of the Partnership legally available for distribution to its Partners a liquidation preference in cash of (i) $25.00 per Series A Preferred Unit (the “Base Liquidation Preference”)Partnership Unit, plus (ii) an amount per Series A Preferred Partnership Unit equal to any accrued and unpaid dividends on one Series A Preferred Return to, but not including, Share to the date those dividends are paid to each Series A Preferred Share. Until the Liquidation Preference with respect to the Series A Preferred Partnership Units has been paid in full, no payment shall be made under Section 5.06(a) with respect to any classes of payment (together with ownership interest in the Base Liquidation PreferencePartnership that are junior in priority to the Series A Preferred Partnership Units. If, the “Liquidating Distribution”). (b) If upon any such voluntary or involuntary liquidation, dissolution or winding up of the Partnership, the available assets of the Partnership, or proceeds thereof, distributable with respect to the Series A Preferred Partnership are Units shall be insufficient to pay in full the full amount of the Liquidating Distributions on all outstanding Series A Preferred Units Liquidation Preference and the corresponding amounts payable on all outstanding Parity any ownership interests in the Partnership that are on a parity with the Series A Preferred UnitsPartnership Units as to liquidation rights, then such assets, or the proceeds thereof, shall be distributed among the holders of Series A Preferred Partnership Units and Parity Preferred Units shall share ratably in any such distribution of assets ownership interests in the Partnership on the same parity as to liquidation rights as the Series A Preferred Partnership Units, ratably in proportion to the full Liquidating Distributions full, respective, preferential liquidating distributions to which they would otherwise be respectively entitled. (c) . After payment in full of the full amount of Liquidation Preference, the Liquidating Distributions to which they are entitled, holders of Series A Preferred Partnership Units will shall have no right or claim to any of the remaining assets of the Partnership. (d) . For the avoidance purposes of doubtthis Section 4, the consolidation, conversion (i) a consolidation or merger of the Partnership with one or into any other person, corporation, trust or entitymore partnerships, or the sale, lease, (ii) a sale or transfer or conveyance of all or substantially all of the Partnership’s assets or business of the Partnership shall not be deemed to constitute be a liquidation, dissolution or winding up of the affairs up, voluntary or involuntary, of the Partnership.

Liquidation Preference. (a) Upon In the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of Partnership or the PartnershipCompany, after payment of or provision for the Partnership’s debts and liabilities and any other class or series of equity securities of the Partnership ranking, with respect to rights upon the Partnership’s whether voluntary or involuntary liquidationinvoluntary, dissolution or winding up, senior to the Series A Preferred Units and before any payment or distribution or payment shall be made to the holders of any Common Units, Class P Units, Class R Units or Junior Preferred Units, the holders of the Series A Preferred Units then outstanding shall be entitled to be paid out of the assets of the Partnership legally available shall be made to or set apart for distribution the holders of Junior Units, the Company, in its capacity as the holder of the Series D Preferred Units, shall be entitled to its Partners a liquidation preference in cash of receive Twenty-Five Dollars ($25.00 25.00) per Series A D Preferred Unit (the “Base Series D Liquidation Preference”), ) plus an amount equal to any all distributions (whether or not earned or declared) accrued and unpaid Series A Preferred Return to, but not including, thereon to the date of payment (together with final distribution to the Base Liquidation PreferenceCompany, in its capacity as such holder; but the “Liquidating Distribution”). (b) If Company, in its capacity as the holder of Series D Preferred Units, shall not be entitled to any further payment. If, upon any such voluntary or involuntary liquidation, dissolution or winding up of the PartnershipPartnership or the Company, the available assets of the Partnership are insufficient to pay the full amount of the Liquidating Distributions on all outstanding Series A Preferred Units and the corresponding amounts payable on all outstanding Parity Preferred Units, then the holders of Series A Preferred Units and Parity Preferred Units shall share ratably in any such distribution of assets in proportion to the full Liquidating Distributions to which they would otherwise be respectively entitled. (c) After payment of the full amount of the Liquidating Distributions to which they are entitled, holders of Series A Preferred Units will have no right or claim to any of the remaining assets of the Partnership. (d) , or proceeds thereof, distributable to the Company, in its capacity as the holder of Series D Preferred Units, shall be insufficient to pay in full the preferential amount aforesaid and liquidating payments on any other units of the Partnership ranking on a parity with the Series D Preferred Units as to such distribution, then such assets, or the proceeds thereof, shall be distributed among the Company, in its capacity as the holder of such Series D Preferred Units, and the holders of any such other units ratably in accordance with the respective amounts that would be payable on such Series D Preferred Units and any such other units if all amounts payable thereon were paid in full. For the avoidance purposes of doubtthis Section 19.3, the consolidation, conversion (i) a consolidation or merger of the Partnership with or into any other person, corporation, trust or entity, or the saleCompany with one or more entities, lease, (ii) a statutory share exchange by the Partnership or the Company and (iii) a sale or transfer or conveyance of all or substantially all of the assets Partnership’s or business of the Partnership Company’s assets, shall not be deemed to constitute be a liquidation, dissolution or winding up, voluntary or involuntary, of the Partnership or Company. (b) Subject to the rights of the holders of Partnership Units of any series or class or classes of shares ranking on a parity with or prior to the Series D Preferred Units upon any liquidation, dissolution or winding up of the affairs Company or the Partnership, after payment shall have been made in full to the Company, in its capacity as the holder of the PartnershipSeries D Preferred Units, as provided in this Section 19.3, any series or class or classes of Junior Units shall, subject to any respective terms and provisions applying thereto, be entitled to receive any and all assets remaining to be paid or distributed, and the Company, in its capacity as the holder of the Series D Preferred Units, shall not be entitled to share therein.

Liquidation Preference. (a1) Upon In the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Partnership, after whether voluntary or involuntary, before any payment of or provision for the Partnership’s debts and liabilities and any other class or series of equity securities distribution of the Partnership ranking, with respect to rights upon the Partnership’s voluntary (whether capital or involuntary liquidation, dissolution or winding up, senior to the Series A Preferred Units and before any distribution or payment surplus) shall be made to or set apart for the holders of any Common Units, Class P Units, Class R Units or Junior Preferred Partnership Units, the holders of the Series A Class G Partnership Preferred Units then outstanding shall be entitled to be paid out of the assets of the receive Twenty Five Dollars ($25) per Class G Partnership legally available for distribution to its Partners a liquidation preference in cash of $25.00 per Series A Preferred Unit (the “Base Liquidation Preference”), plus an amount equal to any all dividends (whether or not earned) accumulated, accrued and unpaid Series A on each share of Class G Preferred Return to, but not including, 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 G Partnership Preferred Units have been paid the Liquidation Preference in full, plus an amount equal to all dividends (whether or not earned) accumulated, accrued and unpaid on the Class G Preferred Stock to the date of final distribution to such holders, no payment (together with will be made to any holder of Junior Partnership Units upon the Base Liquidation Preferenceliquidation, dissolution or winding up of the “Liquidating Distribution”). (b) If Partnership. If, upon any such voluntary or involuntary liquidation, dissolution or winding up of the Partnership, the available assets of the Partnership are insufficient to pay the full amount of the Liquidating Distributions on all outstanding Series A Preferred Units and the corresponding amounts payable on all outstanding Parity Preferred Units, then the holders of Series A Preferred Units and Parity Preferred Units shall share ratably in any such distribution of assets in proportion to the full Liquidating Distributions to which they would otherwise be respectively entitled. (c) After payment of the full amount of the Liquidating Distributions to which they are entitled, holders of Series A Preferred Units will have no right or claim to any of the remaining assets of the Partnership. (d) , or proceeds thereof, distributable among the holders of Class G Partnership Preferred Units shall be insufficient to pay in full the preferential amount aforesaid and liquidating payments on any Parity Partnership Units, then such assets, or the proceeds thereof, shall be distributed among the holders of Class G Partnership Preferred Units and any such Parity Partnership Units ratably in the same proportion as the respective amounts that would be payable on such Class G Partnership Preferred Units and any such other Parity Partnership Units if all amounts payable thereon were paid in full. For the avoidance purposes of doubtthis Section 4, the consolidation, conversion (i) a consolidation or merger of the Partnership with one or into any other person, corporation, trust or entitymore partnerships, or the sale, lease, (ii) a sale or transfer or conveyance of all or substantially all of the Partnership’s assets or business of the Partnership shall not be deemed to constitute be a liquidation, dissolution or winding up, voluntary or involuntary, of the Partnership. (2) Upon any liquidation, dissolution or winding up of the affairs Partnership, after payment shall have been made in full to the holders of Class G Partnership Preferred Units and any Parity Partnership Units, as provided in this Section 4, any other series or class or classes of Junior Partnership Units shall, subject to the respective terms thereof, be entitled to receive any and all assets remaining to be paid or distributed, and the holders of the PartnershipClass G Partnership Preferred Units and any Parity Partnership Units shall not be entitled to share therein.

Liquidation Preference. (a) Upon any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Partnership, after payment of or provision for the Partnership’s debts and liabilities and any other class or series of equity securities of the Partnership ranking, with respect to rights upon the Partnership’s voluntary or involuntary liquidation, dissolution or winding up, senior to the Series A Preferred Units and before any distribution or payment shall be made to the holders of any Common Class A Units, Class P B Units, Class R Units LTIP Units, or Junior Preferred Units, the holders of the Series A 3.5% Convertible Preferred Units then outstanding shall be entitled to be paid paid, or have the Partnership declare and set apart for payment, out of the assets of the Partnership legally available for distribution to its Partners after payment or provision for payment of all debts and other liabilities of the Partnership and any liquidation preference owing in respect of any Senior Preferred Units, a liquidation preference in cash or property at fair market value, as determined by the General Partner, of $25.00 15.00 per Series A 3.5% Convertible Preferred Unit (the “Base Liquidation Preference”)Unit, plus an amount equal to any accrued and unpaid Series A Preferred Return distributions to, but not including, the date of payment or the date the amount for payment is set apart for payment (together with the Base Liquidation Preference, the “Liquidating DistributionDistributions”). (b) If upon any such voluntary or involuntary liquidation, dissolution or winding up of the Partnership, the available assets of the Partnership are insufficient to pay the full amount of the Liquidating Distributions on all outstanding Series A 3.5% Convertible Preferred Units and the corresponding amounts payable on all outstanding Parity Preferred Units, then the holders of Series A 3.5% Convertible Preferred Units and Parity Preferred Units shall share ratably in any such distribution of assets in proportion to the full Liquidating Distributions to which they would otherwise be respectively entitled. (c) Upon any voluntary or involuntary liquidation, dissolution or winding up of the Partnership, after payment shall have been made in full to the holders of the 3.5% Convertible Preferred Units and any Parity Preferred Units, any other series or class or classes of Junior Preferred Units shall be entitled to receive any and all assets remaining to be paid or distributed, and the holders of the 3.5% Convertible Preferred Units and any Parity Preferred Units shall not be entitled to share therein. (d) After payment of the full amount of the Liquidating Distributions to which they are entitled, holders of Series A 3.5% Convertible Preferred Units will have no right or claim to any of the remaining assets of the Partnership. (de) For the avoidance of doubt, the consolidation, conversion consolidation or merger of the Partnership with or into any other person, corporation, trust or another entity, the merger of another entity with or into the Partnership, a statutory unit exchange by the Partnership or the sale, lease, transfer or conveyance of all or substantially all of the assets or business of the Partnership shall not be deemed to constitute considered a liquidation, dissolution or winding up of the affairs of the Partnership.