Common use of Liquidation Preference Clause in Contracts

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

Liquidation Preference. (a) Upon In the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Partnership, before any distribution or payment shall be made to the holders of shares of any Common Units or Junior Preferred Units, the holders General Partner, as holder of the Series A Preferred Units then outstanding Units, shall be entitled to be paid, or have the Partnership declare and set apart for payment, out of the assets of the Partnership legally available for distribution to its Partners distribution, 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 distributions (whether or not declared) to, but not including, the date of payment or the date the liquidation preference amount for payment is set apart for payment (the “Liquidating Distributions”). (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 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 General Partner, as holder of the Series A Preferred Units Units, and the holders of such 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 it is entitled, holders the General Partner, as holder of the Series A Preferred Units Units, will have no right or claim to any of the remaining assets of the Partnership. e(d) For the avoidance of doubt, the consolidation, merger or conversion of the Partnership with or into another entity, the merger of another entity with or into the Partnership, a statutory unit exchange by the Partnership or the sale, lease, transfer or conveyance of all or substantially all of the assets or business of the Partnership shall not be considered a liquidation, dissolution or winding up of the affairs of the Partnership.

Liquidation Preference. a(A) Upon In the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Partnership, whether voluntary or involuntary, before any payment or distribution or payment of the assets of the Partnership shall be made to or set apart for the holders of any Common Units or Distribution Junior Preferred Units, the holders of the Series A Class E Preferred Units then outstanding shall be entitled to be paid, or have the Partnership declare and set apart for payment, out of the assets of the Partnership legally available for distribution to its Partners after payment or provision for payment of all debts and other liabilities of the Partnership, a liquidation preference in cash of receive $25.00 per Series A Class E Preferred Unit (the “Base Liquidation Preference”)Unit, plus an amount equal to any accrued and unpaid all distributions (whether or not earned or declared) toaccumulated, but not including, accrued and unpaid thereon to the date of payment or the date the liquidation preference is set apart for payment (such aggregate amount the “Liquidating DistributionsClass E Liquidation Preference”). b) If . Until the holders of the Class E Preferred Units have been paid the Class E 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 E Preferred Units shall be insufficient to pay in full the full amount Class E 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 E 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. c(B) Upon Subject to the rights of the holders of Distribution Parity Units upon any voluntary or involuntary liquidation, dissolution or winding up up, whether voluntary or involuntary, of the Partnership, after payment in full of the Class E Liquidation Preference for all outstanding Class E Preferred Units shall have been made in full to the holders of the Series A Preferred Units and any Parity Class E Preferred Units, as provided in Section 3(A), any other series or class or classes series of Distribution Junior Preferred Units shall shall, subject to any respective terms and provisions applying thereto, be entitled to receive any and all assets assets, or the proceeds thereof, remaining to be paid or distributed, and the holders of the Series A Class E Preferred Units and any Parity Preferred Units Units, as such, shall not be entitled to share therein. d) therewith. After payment of the full amount of the Liquidating Distributions to which they are entitledClass E Liquidation Preference for each outstanding Class E Preferred Unit, the holders of Series A the Class E 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 E 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. e(C) For the avoidance None of doubt, the consolidation, a consolidation or merger or conversion of the Partnership with or into another entity, the merger of another entity with or into the Partnership, a statutory unit exchange by the Partnership or the sale, lease, transfer or conveyance of all or substantially all of the assets Partnership’s property or business of the Partnership business, shall not be considered a liquidation, dissolution or winding up of the affairs of the Partnership.

Liquidation Preference. aPursuant to Section 5.6(b) Upon of the Agreement, upon any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Partnership, before any distribution or payment shall be made to the holders of any Common Units or Junior Preferred Units, the holders of the Series A Preferred Units then outstanding shall be are entitled to be paid, or have the Partnership declare and set apart for payment, paid out of the assets of the Partnership legally available for distribution to its Partners Partners, after payment of or provision for payment of all the Partnership’s debts and other liabilities of the Partnershipliabilities, a liquidation preference in cash of $25.00 an amount per Series A Preferred Unit that is equal to such Series A Preferred Unit’s Series A Preferred Capital (the “Base Liquidation Preference”), plus an amount equal ) before any distribution of assets is made to any accrued and unpaid distributions (whether or not declared) to, but not including, holders of Junior Units. If the date of payment or the date the liquidation preference is set apart for payment (the “Liquidating Distributions”). b) If upon any such voluntary or involuntary liquidation, dissolution or winding up of the Partnership, the available assets of the Partnership legally available for distribution to Partners are insufficient to pay in full the full amount of Liquidation Preference on the Liquidating Distributions on all outstanding Series A Preferred Units and the corresponding amounts payable liquidation preference 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 distributed to be paid or distributed, and 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 per such Parity Preferred Unit shall in all cases bear to each other the same ratio that the Liquidation Preference per Series A Preferred Unit and the liquidation preference per such Parity Preferred Unit bear to each other. Written notice of any distribution in connection with any such liquidation, dissolution or winding up of the affairs 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 be entitled less than 30 nor more than 60 days prior to share the payment date stated therein. d) , to each record holder of the Series A Preferred Units at the respective addresses of such holders as the same shall appear on the records of the 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. e) For the avoidance of doubt, the consolidation, . The consolidation or merger or conversion of the Partnership with or into another entity, the a merger of another entity with or into the Partnership, a statutory unit exchange by the Partnership or the a sale, lease, transfer or conveyance of all or substantially all of the assets Partnership’s property or business of the Partnership shall not be considered deemed to constitute a liquidation, dissolution or winding up of the affairs of the Partnership. Notwithstanding the above, for purposes of determining the amount each holder of Series A Preferred Units is entitled to receive with respect to a voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Partnership, no effect shall be given to 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.

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

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

Liquidation Preference. a(i) 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 Partnershipholders of shares of any class or series of Senior Units, but before any payment or distribution or payment of the assets of the Partnership shall be made to or set apart for the holders of any Common Units or Junior Preferred Units, the holders of the Series A Preferred Units then outstanding shall be entitled to be paid, or have the Partnership declare and set apart for payment, out of the assets of the Partnership legally available for distribution to its Partners after payment or provision for payment of all debts and other liabilities of the Partnership, a liquidation preference in cash of receive $25.00 100,000.00 per Series A Preferred Unit (the “Base Liquidation Preference”), ) plus an amount per Series A Preferred Unit equal to any accrued and unpaid all distributions (whether or not earned or declared) accumulated and unpaid thereon to, but not including, the date of payment or final distribution to such holders; but such holders of the date the liquidation preference is set apart for payment (the “Liquidating Distributions”). b) If Series A Preferred Units 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 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 not be deemed to be a liquidation, dissolution or winding up, voluntary or involuntary, of assets in proportion the Partnership. (ii) Subject to the full Liquidating Distributions to which they would otherwise be respectively entitled. c) Upon rights of the holders of Parity Preferred Units, upon any voluntary or involuntary liquidation, dissolution or winding up of the Partnership, after payment shall have been made in full to the holders of the Series A Preferred Units and any Parity Preferred Units, as provided in this Section C, any other series or class or classes of Junior Preferred Units shall shall, subject to any respective terms and provisions applying thereto, be entitled to receive any and all assets remaining to be paid or distributed, and the holders of the Series A Preferred Units and any Parity Preferred Units shall not be entitled to share therein. d) After payment of the full amount of the Liquidating Distributions to which they are entitled, holders of Series A Preferred Units will have no right or claim to any of the remaining assets of the Partnership. e) For the avoidance of doubt, the consolidation, merger or conversion of the Partnership with or into another entity, the merger of another entity with or into the Partnership, a statutory unit exchange by the Partnership or the sale, lease, transfer or conveyance of all or substantially all of the assets or business of the Partnership shall not be considered a liquidation, dissolution or winding up of the affairs of the Partnership.

Liquidation Preference. a) Upon any voluntary or involuntary liquidation, dissolution or winding winding-up of the affairs of the Partnership, before any distribution or payment shall be made to the holders of any Common other class or series of Partnership Units or Junior of the Partnership ranking, as to liquidation rights, junior to the Series C Preferred Units, the holders of the Series A C Preferred Units then outstanding shall be entitled to be paid, or have the Partnership declare and set apart for payment, paid out of the assets of the Partnership legally available for distribution to its Partners after payment or provision for payment of all debts and other liabilities of the Partnership, 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 distributions to the date of payment (whether or not declared) to). In the event that, but not including, the date of payment or the date the liquidation preference is set apart for payment (the “Liquidating Distributions”). b) If upon any such voluntary or involuntary liquidation, dissolution or winding up of the 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. c) Upon . Written notice of any voluntary or involuntary such liquidation, dissolution or winding up of the Partnership, after stating the payment shall have been made in full to the holders of the Series A Preferred Units and any Parity Preferred Units, any other series date or class or classes of Junior Preferred Units shall be entitled to receive any and all assets remaining to be paid or distributeddates when, and the holders 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 A C Preferred Units and any Parity Preferred Units at the respective addresses of such holders as the same shall not be entitled to share therein. d) 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. e) For the avoidance of doubt, the consolidation, . The consolidation or merger or conversion of the Partnership with or into another any other partnership, corporation or 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 property or business of the Partnership Partnership, shall not be considered deemed to constitute a liquidation, dissolution or winding 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 Partnershipdissolution, before any distribution or payment shall be made to the holders of any Common Units or Junior Preferred Units, the holders of the Series A Preferred Units then outstanding shall be entitled to be paid, or have the Partnership declare and set apart for payment, out of the assets of the Partnership legally available for distribution to its Partners after payment or provision for payment of all debts and other liabilities of the Partnership, a liquidation preference in cash of $25.00 per Series A Preferred Unit (the “Base Liquidation Preference”), plus an amount equal to any accrued and unpaid distributions (whether or not declared) to, but not including, the date of payment or the date the liquidation preference is set apart for payment (the “Liquidating Distributions”). b) If upon any such voluntary or involuntary liquidation, dissolution or winding up of the Partnership, 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 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 the assets of the Partnership, or proceeds thereof, distributable to the Series A 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 Preferred Units as to such distribution, then such assets, or the proceeds thereof, shall be distributed among the Series A 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 Preferred Units and Parity 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 or General Partner’s assets shall not be deemed to be a liquidation, dissolution, or winding up, voluntary or involuntary, of the Partnership or General Partner. 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 shall share ratably in upon any such distribution of assets in proportion to the full Liquidating Distributions to which they would otherwise be respectively entitled. c) Upon any voluntary or involuntary liquidation, dissolution dissolution, or winding up of the Partnership, after payment shall have been made in full to the holders Series A Holders as provided in this Section 5, any class or series of Limited Partnership Interest ranking junior to the Series A Preferred Units shall, subject to any respective terms and any Parity Preferred Unitsprovisions applying thereto, 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 Holders shall not be entitled to share therein. d) After payment of the full amount of the Liquidating Distributions to which they are entitled, holders of Series A Preferred Units will have no right or claim to any of the remaining assets of the Partnership. e) For the avoidance of doubt, the consolidation, merger or conversion of the Partnership with or into another entity, the merger of another entity with or into the Partnership, a statutory unit exchange by the Partnership or the sale, lease, transfer or conveyance of all or substantially all of the assets or business of the Partnership shall not be considered a liquidation, dissolution or winding up of the affairs of the Partnership.

Liquidation Preference. (a) Upon In the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Partnership, whether voluntary or involuntary, before any payment or distribution of the Partnership (whether capital, surplus or payment otherwise) shall be made to or set apart for the holders of any Common Units or Junior Preferred Partnership Units, the holders of the Series A 10% Cumulative Redeemable Preferred Units then outstanding shall be entitled to be paid, or have the Partnership declare and set apart for payment, out of the assets of the Partnership legally available for distribution to its Partners after payment or provision for payment of all debts and other liabilities of the Partnership, a liquidation preference in cash of receive 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 accrued and unpaid distributions all dividends (whether or not declareddeclared or earned) toaccumulated, but not including, accrued and unpaid on one share of 10% Cumulative Redeemable Preferred Stock to the date of payment 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 shall be made to any holder of Junior Partnership Units upon the liquidation preference is set apart for payment (liquidation, dissolution or winding up of the “Liquidating Distributions”). b) If Partnership. If, upon any such voluntary or involuntary liquidation, dissolution or winding up of the Partnership, the available assets of the Partnership are Partnership, or proceeds thereof, distributable among the holders of 10% Cumulative Redeemable Preferred Units shall be insufficient to pay in full the full 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 the Liquidating Distributions on all outstanding Series A 10% Cumulative Redeemable Preferred Units and any such Parity Partnership Units ratably in the corresponding same proportion as the respective amounts that would be payable on all outstanding Parity Preferred Units, then the holders of Series A such 10% Cumulative Redeemable Preferred Units and Parity Preferred Units shall share ratably in any such distribution other Parity Partnership Units if all amounts payable thereon were paid in full. For the purposes of this Section 4, (i) a consolidation or merger of the Partnership with one or more partnerships, or (ii) a sale or transfer of all or substantially all of the Partnership’s assets in proportion shall not be deemed to be a liquidation, dissolution or winding up, voluntary or involuntary, of the full Liquidating Distributions to which they would otherwise be respectively entitledPartnership. c(b) 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 10% Cumulative Redeemable Preferred Units and any Parity Preferred Partnership Units, as provided in this Section 4, any other series or class or classes of Junior Preferred Partnership Units shall shall, subject to the respective terms thereof, be entitled to receive any and all assets remaining to be paid or distributed, and the holders of the Series A 10% Cumulative Redeemable Preferred Units and any Parity Preferred Partnership Units shall not be entitled to share therein. d) After payment of the full amount of the Liquidating Distributions to which they are entitled, holders of Series A Preferred Units will have no right or claim to any of the remaining assets of the Partnership. e) For the avoidance of doubt, the consolidation, merger or conversion of the Partnership with or into another entity, the merger of another entity with or into the Partnership, a statutory unit exchange by the Partnership or the sale, lease, transfer or conveyance of all or substantially all of the assets or business of the Partnership shall not be considered a liquidation, dissolution or winding up of the affairs of the Partnership.

Liquidation Preference. (a) Upon any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Partnership, before any distribution or payment shall be made to the holders of any Common Units or Junior Preferred Units, the holders of the Series A C Preferred Units then outstanding shall be entitled to be paid, or have the Partnership declare and set apart for payment, out of the assets of the Partnership legally available for distribution to its Partners after payment or provision for payment of all debts and other liabilities of the Partnership, a liquidation preference in cash 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 distributions (whether or not declared) to, but not including, the date of payment or the date the liquidation preference is set apart for payment (the “Liquidating Distributions”). (b) If upon any such voluntary or involuntary liquidation, dissolution or winding up of the Partnership, the available assets of the Partnership are insufficient to pay the full amount of the Liquidating Distributions on all outstanding Series A 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 A 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 A 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. (e) For the avoidance of doubt, the consolidation, consolidation or merger or conversion of the Partnership with or into another entity, the merger of another entity with or into the Partnership, a statutory unit exchange by the Partnership or the sale, lease, transfer or conveyance of all or substantially all of the assets or business of the Partnership shall not be considered a liquidation, dissolution or winding up of the affairs of the Partnership.

Liquidation Preference. a(i) Upon In the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of Partnership or the PartnershipGeneral Partner, whether voluntary or involuntary, before any payment or distribution or payment shall be made to the holders of any Common Units or Junior Preferred Units, the holders of the Series A Preferred Units then outstanding shall be entitled to be paid, or have the Partnership declare and set apart for payment, out of the assets of the Partnership legally available shall be made to or set apart for distribution to its Partners after payment or provision for payment the holders of all debts and other liabilities Junior Units, the holder of the Partnership, a liquidation preference in cash of $25.00 per Series A D-1 Preferred Unit (the “Base Liquidation Preference”), plus Units shall be entitled to 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 distributions (whether or not declared) tofurther payment. If, but not including, the date of payment or the date the liquidation preference is set apart for payment (the “Liquidating Distributions”). b) If upon any such voluntary or involuntary liquidation, dissolution or winding up of the 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 such Series D-1 Preferred Units and any such other Parity Units if all amounts payable on thereon were paid in full. For the purposes of this Section 2.C, (i) a consolidation or merger of the Partnership or the General Partner with one or more entities, (ii) a statutory share exchange by the Partnership or the General Partner and (iii) a sale or transfer of all outstanding Parity Preferred Unitsor substantially all of the Partnership's or the General Partner's assets, then shall not be deemed to 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 D-1 Preferred Units and Parity Preferred Units shall share ratably in upon any such distribution of assets in proportion to the full Liquidating Distributions to which they would otherwise be respectively entitled. c) Upon any voluntary or involuntary liquidation, dissolution or winding up of the General Partner or the Partnership, after payment shall have been made in full to the holders of the Series A Preferred Units and any Parity D-1 Preferred Units, as provided in this Section, any other series or class or classes of Junior Preferred Units shall shall, subject to any respective terms and provisions applying thereto, be entitled to receive any and all assets remaining to be paid or distributed, and the holders holder of the Series A Preferred Units and any Parity D-1 Preferred Units shall not be entitled to share therein. d) After payment of the full amount of the Liquidating Distributions to which they are entitled, holders of Series A Preferred Units will have no right or claim to any of the remaining assets of the Partnership. e) For the avoidance of doubt, the consolidation, merger or conversion of the Partnership with or into another entity, the merger of another entity with or into the Partnership, a statutory unit exchange by the Partnership or the sale, lease, transfer or conveyance of all or substantially all of the assets or business of the Partnership shall not be considered a liquidation, dissolution or winding up of the affairs of the Partnership.

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

Liquidation Preference. (a) Upon any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Partnership, before any distribution or payment shall be made to the holders of any Common Units or Junior Series B Preferred Units, the holders of the Series A Preferred Partnership Units then outstanding shall be are entitled to be paid, or have the Partnership declare and set apart for payment, paid out of the assets of the Partnership legally available for distribution to its Partners after payment or provision for payment of all debts and other liabilities of the Partnership, partners a liquidation preference in cash of $25.00 per Series A Preferred Unit (the “Base Liquidation Preference”)share, plus an amount equal to any accrued and unpaid distributions (whether or not declared) to, but not including, to the date of payment or the date the liquidation preference is set apart for payment (the “Liquidating Distributions”). b) If upon payment, 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) 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) 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. e(b) For 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 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) The consolidation, combination or merger or conversion of the Partnership with or into another entityany other corporation, the partnership or entity or consolidation or merger of another entity any other corporation with or into the Partnership, a statutory unit exchange by the Partnership or the sale, lease, transfer lease or conveyance of all or substantially all of the assets Partnership’s assets, property or business of the Partnership or any statutory share exchange, shall not be considered deemed to constitute a liquidation, dissolution or winding up of the affairs of the Partnership.

Liquidation Preference. (a) Upon any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Partnership, before any distribution or payment by the Partnership shall be made to or set apart for the holders of any Common Units or Junior Preferred Partnership Units, to the holders extent possible and in accordance with Section 9.5(c) of the Series Agreement, 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 outstanding such Holder shall also be entitled to be paidreceive an interest in the entity that is entitled to receive such Promote, or have which interest corresponds to the Partnership declare and set apart for payment, out vested portion 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 such Class A Preferred Unit (the “Base Liquidation Preference”a "Vested Promote Interest"); provided, plus an amount equal however, that such Holders will not be entitled to any accrued further payment in respect of such Class A Preferred Units. Until all Holders of the Class A Preferred Units have been paid the Class A Liquidating Proceeds in full, and unpaid distributions (whether all Vested Promote Interests to which they are entitled, no distribution of the Partnership will be made to any holder of Junior Partnership Units upon the liquidation, dissolution or not declared) to, but not including, winding up of the date of payment or the date the liquidation preference is set apart for payment (the “Liquidating Distributions”)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) Upon any voluntary or involuntary liquidation, dissolution or winding up of the Partnership, after payment all distributions shall have been made in full to the holders Holders of the Series Class A Preferred Units and holders of any Parity Preferred UnitsPartnership Units to enable them to receive their respective liquidation preferences, any other series or class or classes of Junior Preferred Partnership Units shall be entitled to receive any and all assets remaining to be paid or distributed, and the holders of the Series Class A Preferred Units and any Parity Preferred Partnership Units shall not be entitled to share therein. d) After payment of the full amount of the Liquidating Distributions to which they are entitled, holders of Series A Preferred Units will have no right or claim to any of the remaining assets of the Partnership. e) For the avoidance of doubt, the consolidation, merger or conversion of the Partnership with or into another entity, the merger of another entity with or into the Partnership, a statutory unit exchange by the Partnership or the sale, lease, transfer or conveyance of all or substantially all of the assets or business of the Partnership shall not be considered a liquidation, dissolution or winding up of the affairs of the Partnership.

Liquidation Preference. (a) Upon any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Partnership, before any distribution or payment shall be made to the holders of any Common Units or Junior Preferred Units, the holders of the Series A Preferred Units then outstanding shall be entitled to be paid, or have the Partnership declare and set apart for payment, out of the assets of the Partnership legally available for distribution to its Partners after payment or provision for payment of all debts and other liabilities of the Partnership, a liquidation preference in cash of $25.00 per Series A Preferred Unit (the “Base Liquidation Preference”), plus an amount equal to any accrued and unpaid distributions (whether or not declared) to, but not including, the date of payment or the date the liquidation preference is set apart for payment (the “Liquidating Distributions”). b) If upon any such voluntary or involuntary liquidation, dissolution or winding up of the Partnership, the available assets of the Partnership are insufficient to pay the full amount of the Liquidating Distributions on all outstanding Series A Preferred Units and the corresponding amounts payable on all outstanding Parity Preferred Units, then the holders of Series A Preferred Units and Parity Preferred Units shall share ratably in any such distribution of assets in proportion to the full Liquidating Distributions to which they would otherwise be respectively entitled. c) Upon any voluntary or involuntary liquidation, dissolution or winding up of the Partnership, 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 Preferred Units have been paid the Liquidation Preference in full, no allocation of income or gain will be made to any holder of Junior Units upon the liquidation, dissolution or winding up of the Partnership. (b) If, upon any liquidation, dissolution or winding up of the Partnership, the assets of the Partnership, or proceeds thereof, distributable among the holders of Preferred Partnership Units shall be insufficient to pay in full the Liquidation Preference and liquidating payments on any Parity Partnership Units, then following certain allocations made by the Partnership, such assets, or the proceeds thereof, shall be distributed among the holders of Preferred Units and any such Parity Partnership Units ratably in the same proportion as the respective amounts that would be payable on such Preferred Units and any such Parity Partnership Units if all amounts payable thereon were paid in full. (c) A voluntary or involuntary liquidation, dissolution or winding up of the Partnership will not include a consolidation or merger of the Partnership with one or more partnerships, corporations or other entities, or a sale or transfer of all or substantially all of the Partnership's assets. (d) Upon any liquidation, dissolution or winding up of the Partnership, after payment all allocations shall have been made in full to the holders of the Series A Preferred Units and any Parity Preferred UnitsPartnership Units to enable them to receive their respective liquidation preferences, any other series or class or classes of Junior Preferred Partnership Units shall be entitled to receive any and all assets remaining to be paid or distributed, and the holders of the Series A Preferred Units and any Parity Preferred Partnership Units shall not be entitled to share therein. d) After payment of the full amount of the Liquidating Distributions to which they are entitled, holders of Series A Preferred Units will have no right or claim to any of the remaining assets of the Partnership. e) For the avoidance of doubt, the consolidation, merger or conversion of the Partnership with or into another entity, the merger of another entity with or into the Partnership, a statutory unit exchange by the Partnership or the sale, lease, transfer or conveyance of all or substantially all of the assets or business of the Partnership shall not be considered a liquidation, dissolution or winding up of the affairs of the Partnership.

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

Liquidation Preference. (a) Upon In the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Partnership, whether voluntary or involuntary, before any payment or distribution or payment shall be made to the holders of any Common Units or Junior Preferred Units, the holders of the Series A Preferred Units then outstanding shall be entitled to be paid, or have the Partnership declare and set apart for payment, out of the assets of the Partnership legally available (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 after payment or provision for payment of all debts and other liabilities of receive One Hundred Dollars ($100.00) (the Partnership, a liquidation preference in cash of $25.00 "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 accrued and unpaid distributions all dividends (whether or not declared) toaccumulated, but not including, accrued and unpaid on one share of Series D Preferred Stock to the date of payment or 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 liquidation preference is set apart 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 (shall be made to any holder of Junior Partnership Units upon the “Liquidating Distributions”). b) If 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 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 other Parity Partnership Units if all amounts payable thereon were paid in full. For the purposes of this Section 4, (i) a consolidation or merger of the Partnership with one or more partnerships or other entities, or (ii) a sale, lease, conveyance or transfer of all or substantially all of the Partnership's assets in proportion shall not be deemed to be a liquidation, dissolution or winding up, voluntary or involuntary, of the full Liquidating Distributions to which they would otherwise be respectively entitledPartnership. c(b) 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 D Partnership Preferred Units and any Parity Preferred Partnership Units, as provided in this Section 4, any other series or class or classes of Junior Preferred Partnership Units shall shall, subject to the respective terms thereof, be entitled to receive any and all assets remaining to be paid or distributed, and the holders of the Series A D Partnership Preferred Units and any Parity Preferred Partnership Units shall not be entitled to share therein. d) After payment of the full amount of the Liquidating Distributions to which they are entitled, holders of Series A Preferred Units will have no right or claim to any of the remaining assets of the Partnership. e) For the avoidance of doubt, the consolidation, merger or conversion of the Partnership with or into another entity, the merger of another entity with or into the Partnership, a statutory unit exchange by the Partnership or the sale, lease, transfer or conveyance of all or substantially all of the assets or business of the Partnership shall not be considered a liquidation, dissolution or winding up of the affairs of the Partnership.

Liquidation Preference. (a) Upon In the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Partnershipdissolution, before any distribution or payment shall be made to the holders of any Common Units or Junior Preferred Units, the holders of the Series A Preferred Units then outstanding shall be entitled to be paid, or have the Partnership declare and set apart for payment, out of the assets of the Partnership legally available for distribution to its Partners after payment or provision for payment of all debts and other liabilities of the Partnership, a liquidation preference in cash of $25.00 per Series A Preferred Unit (the “Base Liquidation Preference”), plus an amount equal to any accrued and unpaid distributions (whether or not declared) to, but not including, the date of payment or the date the liquidation preference is set apart for payment (the “Liquidating Distributions”). b) If upon any such voluntary or involuntary liquidation, dissolution or winding up of the Partnership, 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 such Series A-1 Preferred Units and any such other Partnership Securities if all amounts payable on 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 outstanding Parity Preferred Unitsor substantially all of the Partnership’s or General Partner’s assets shall not be deemed to be a liquidation, then 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 A-1 Preferred Units and Parity Preferred Units shall share ratably in upon any such distribution of assets in proportion to the full Liquidating Distributions to which they would otherwise be respectively entitled. c) Upon any voluntary or involuntary liquidation, dissolution dissolution, or winding up of the Partnership, after payment shall have been made in full to the holders Series A-1 Holders as provided in this Section 5, any class or series of Limited Partnership Interest ranking junior to the Series A A-1 Preferred Units shall, subject to any respective terms and any Parity Preferred Unitsprovisions applying thereto, 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 A-1 Holders shall not be entitled to share therein. d) After payment of the full amount of the Liquidating Distributions to which they are entitled, holders of Series A Preferred Units will have no right or claim to any of the remaining assets of the Partnership. e) For the avoidance of doubt, the consolidation, merger or conversion of the Partnership with or into another entity, the merger of another entity with or into the Partnership, a statutory unit exchange by the Partnership or the sale, lease, transfer or conveyance of all or substantially all of the assets or business of the Partnership shall not be considered a liquidation, dissolution or winding up of the affairs of the Partnership.

Liquidation Preference. a(i) Upon In the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the PartnershipCompany, whether voluntary or involuntary, before any payment or distribution or payment of the assets of the Company shall be made to or set apart for the holders of Junior Units, each holder of the Series 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 Common Units further payment. If, upon any such liquidation, dissolution or Junior winding up of the Company, the assets of the Company, or proceeds thereof, distributable to 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 the Series A Preferred Units then outstanding shall and the holders of any such other Parity Units ratably in accordance with the respective amounts that would be entitled to be paid, or have the Partnership declare and set apart for payment, out of the assets of the Partnership legally available for distribution to its Partners after payment or provision for payment of all debts and other liabilities of the Partnership, a liquidation preference in cash of $25.00 per payable on such Series A Preferred Unit (Units and any such other Parity Units if all amounts payable thereon were paid in full. For the “Base Liquidation Preference”purposes of this Section 4.3(e), plus none of (i) a consolidation or merger of the Company with or into one or more entities, (ii) a merger of an amount equal entity with or into the Company, (iii) a statutory share exchange by the Company or (iv) a sale, lease or conveyance of all or substantially all of the Company's assets shall be deemed to any accrued and unpaid distributions (whether or not declared) to, but not including, the date of payment or the date the liquidation preference is set apart for payment (the “Liquidating Distributions”). b) If upon any such voluntary or involuntary be a liquidation, dissolution or winding up up, voluntary or involuntary, of the Partnership, Company. (ii) Subject to the available assets rights 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 PartnershipUnits, after payment shall have been made in full to the holders of the Series A Preferred Units and any Parity Preferred Unitsas provided in this Section, any other series or class or classes of Junior Preferred Units shall shall, subject to any respective terms and provisions applying thereto, be entitled to receive any and all assets remaining to be paid or distributed, and the holders of the Series A Preferred Units and any Parity Preferred Units shall not be entitled to share therein. d) After payment of the full amount of the Liquidating Distributions to which they are entitled, holders of Series A Preferred Units will have no right or claim to any of the remaining assets of the Partnership. e) For the avoidance of doubt, the consolidation, merger or conversion of the Partnership with or into another entity, the merger of another entity with or into the Partnership, a statutory unit exchange by the Partnership or the sale, lease, transfer or conveyance of all or substantially all of the assets or business of the Partnership shall not be considered a liquidation, dissolution or winding up of the affairs of the Partnership.

Liquidation Preference. a(A) Upon In the event of any voluntary or involuntary liquidationLiquidation, dissolution or winding up subject to the prior preferences and other rights of the affairs of the Partnershipany Series A Senior Units, 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 or Series A Junior Preferred Units, the holders of the Series A Preferred Units then outstanding shall be entitled to be paid, or have receive One Thousand Dollars ($1,000.00) (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 “Series A Liquidation Preference”) per Series A Preferred Unit (the “Base Liquidation Preference”), plus an amount equal to any accrued and unpaid all distributions (whether or not earned or declared) to, but not including, accrued and unpaid thereon to the date of payment or the date the liquidation preference is set apart for payment (the “Liquidating Distributions”). b) If final distribution to such holders; but such holders shall not be entitled to any further payment. If, upon any such voluntary or involuntary liquidationLiquidation, dissolution or winding up the 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 and all Series A Parity Units shall be insufficient to pay in full the corresponding amounts payable preferential amount aforesaid and 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 respective 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 full. (B) Subject to the full Liquidating Distributions to which they would otherwise be respectively entitled. c) Upon rights of the holders of any voluntary Series A Parity Units or involuntary Series A Senior 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 A Preferred Units and any Parity Preferred Units, as provided in this Section 5, 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 Series A Junior Preferred Units shall shall, subject to the respective terms and provisions (if any) applying thereto, be entitled to receive any and all assets remaining to be paid or distributed, and the holders of the Series A Preferred Units and any Parity Preferred Units shall not be entitled to share therein. d) After payment of the full amount of the Liquidating Distributions to which they are entitled, holders of Series A Preferred Units will have no right or claim to any of the remaining assets of the Partnership. e) For the avoidance of doubt, the consolidation, merger or conversion of the Partnership with or into another entity, the merger of another entity with or into the Partnership, a statutory unit exchange by the Partnership or the sale, lease, transfer or conveyance of all or substantially all of the assets or business of the Partnership shall not be considered a liquidation, dissolution or winding up of the affairs of the Partnership.

Liquidation Preference. (a) Upon any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Partnership, before any distribution or payment shall be made to the holders of any Common Units Class A Units, Class B 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, 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 PartnershipPartnership 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 distributions (whether or not declared) to, but not includingexcluding, the date of payment or the date the liquidation preference amount for payment is set apart for payment (the “Liquidating DistributionsFinal Liquidation Preference”). (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 A 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 A B Participating Preferred Units and any Parity Preferred Units shall not be entitled to share therein. d(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. e(f) For the avoidance of doubt, the consolidation, consolidation or merger or conversion of the Partnership with or into another entity, the merger of another entity with or into the Partnership, a statutory unit exchange by the Partnership or the sale, lease, transfer or conveyance of all or substantially all of the assets or business of the Partnership shall not be considered a liquidation, dissolution or winding up of the affairs of the Partnership. (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 any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Partnership, before any distribution or payment shall be made to the holders of any Common Units or Junior Preferred Units, the holders of the Series A B Preferred Units then outstanding shall be are entitled to be paid, or have the Partnership declare and set apart for payment, paid out of the assets of the Partnership legally available for distribution to its Partners after payment or provision for payment of all debts and other liabilities of the Partnership, a liquidation preference in cash of (x) $25.00 per Series A B Preferred Unit (the “Base Liquidation Preference”), plus an amount equal to any accrued all accumulated and unpaid distributions (whether or not declared) to, but not including, the date of payment payment, in cash or property at its fair market value as determined by the date General Partner before any distribution of assets is made to the liquidation preference is set apart for payment (the “Liquidating Distributions”)Partnership Common Units or other Junior 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 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 above described preferential amount 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 Series B Preferred Units and any such other 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 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) Upon any voluntary or involuntary liquidation, dissolution or winding up of the Partnership, after payment shall have been made in full to the holders of the Series A B 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 B Preferred Units and any Parity Preferred Units shall not be entitled to share therein. (d) After payment None of the full amount of the Liquidating Distributions to which they are entitled, holders of Series A Preferred Units will have no right a consolidation or claim to any of the remaining assets of the Partnership. e) For the avoidance of doubt, the consolidation, merger or conversion of the Partnership with or into another entity, the a merger of another entity with or into the Partnership, or a statutory unit exchange by the Partnership or the sale, lease, transfer lease or conveyance of all or substantially all of the assets Partnership’s property or business of the Partnership shall not be considered a liquidation, dissolution or winding up of the affairs of the Partnership.

Liquidation Preference. a(i) Upon In the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of Partnership or the PartnershipGeneral Partner, whether voluntary or involuntary, before any payment or distribution or payment of the assets of the Partnership shall be made to or set apart for the holders of any Common Units or Junior Preferred Units, the holders of the Series A Preferred Units then outstanding shall be entitled to be paid, or have the Partnership declare and set apart for payment, out of the assets of the Partnership legally available for distribution to its Partners after payment or provision for payment of all debts and other liabilities of the Partnership, a liquidation preference in cash of receive Ten Dollars ($25.00 10.00) per Series A Preferred Unit (the “Base Liquidation Preference”), ) plus an amount equal to any accrued and unpaid all distributions (whether or not declared) to, but not including, accumulated and unpaid thereon to the date of payment or final distribution to such holder; but the date the liquidation preference is set apart for payment (the “Liquidating Distributions”). b) If holders of Series A 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 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 ratably in accordance with the respective amounts that would be payable on such Series A Preferred Units and any such other Parity Units if all amounts payable thereon were paid in full. For the purposes of this Section C, (i) a consolidation or merger of the Partnership or the General Partner with one or more entities, (ii) a statutory share exchange by the Partnership or the General Partner and (iii) a sale or transfer of all or substantially all of the Partnership’s or the General Partner’s assets, shall not be deemed to be a liquidation, dissolution or winding up, voluntary or involuntary, of the 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 shall share ratably in upon any such distribution of assets in proportion to the full Liquidating Distributions to which they would otherwise be respectively entitled. c) Upon any voluntary or involuntary liquidation, dissolution or winding up of the General Partner or the Partnership, after payment shall have been made in full to the holders of the Series A Preferred Units and any Parity Preferred Units, as provided in this Section, any other series or class or classes of Junior Preferred Units shall shall, subject to any respective terms and provisions applying thereto, be entitled to receive any and all assets remaining to be paid or distributed. If any liquidation proceeds remain after making such distributions to the holders of the Junior Units, and the remaining proceeds shall be distributed to the holders of the Series A Preferred Units and Units, 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, 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 will have no right or claim to any of the remaining assets of the Partnershipand Common Units, on a pro rata, as-if converted, basis. e(iii) For Notwithstanding anything to the avoidance of doubtcontrary herein, upon the consolidation, merger or conversion of the Partnership with or into another entity, the merger of another entity with or into the Partnership, a statutory unit exchange by the Partnership or the sale, lease, transfer or conveyance of all or substantially all of the assets or business of the Partnership shall not be considered a liquidation, dissolution or winding up of the affairs Partnership or the General Partner, after payment shall have been made in full to the holders of the PartnershipSeries 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. a(i) 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, before any distribution or payment shall be made to the holders of any Common Units or Junior Series D Preferred Units, the holders of the Series A Preferred Units then outstanding shall be entitled to be paid, or have the Partnership declare and set apart for payment, receive out of the assets of the Partnership legally available for distribution to its the Partners after payment or provision for payment of all debts and other liabilities pursuant to Section 13.02.A of the Partnership, 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 distributions (whether or not declaredearned or authorized) to, but not including, to the date of payment 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 date Series D Preferred Units as to the liquidation preference is set apart for payment (distribution of assets upon the “Liquidating Distributions”)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 D Preferred Units as to the distribution of assets upon the liquidation, dissolution or winding up of the Partnership. b(ii) If upon any such voluntary or involuntary liquidation, dissolution or winding up of the Partnership, the available assets of the Partnership legally available for distribution to its Partners are insufficient to pay make such full payment to the full amount 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. c) Upon any voluntary or involuntary liquidation, dissolution or winding up of the Partnership, after payment shall have been made in full to the holders of the Series A Preferred Units and any Parity Preferred Units, any other series or class or classes of Junior Preferred Units shall be entitled to receive any and all assets remaining to be paid or distributed, and the holders of the Series A Preferred Units and any Parity Preferred Units shall not be entitled to share therein. d(iii) After payment of the full amount of the Liquidating Distributions liquidating distributions to which they are entitled, 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. e(iv) For the avoidance None of doubt, the consolidation, a consolidation or merger or conversion of the Partnership with or into another entity, the a merger of another entity with or into the Partnership, a statutory unit exchange by the Partnership or the a sale, lease, transfer lease or conveyance of all or substantially all of the assets Partnership’s property or business of the Partnership shall not be considered a liquidation, dissolution or winding up of the affairs of the Partnership.

Liquidation Preference. a(1) Upon In the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Partnership, whether voluntary or involuntary, before any payment or distribution of the Partnership (whether capital, surplus or payment otherwise) shall be made to or set apart for the holders of any Common Units or Junior Preferred Partnership Units, the holders of the Series A Class H Partnership Preferred Units then outstanding shall be entitled to be paid, or have the receive Twenty Five Dollars ($25) per Class H 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 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 accrued and unpaid distributions all dividends (whether or not declareddeclared or earned) toaccumulated, but not including, accrued and unpaid on the Class H Preferred Stock to the date of final distribution to such holders, no payment shall be made to any holder of Junior Partnership Units upon the liquidation, dissolution or winding up of the date the liquidation preference is set apart for payment (the “Liquidating Distributions”). b) If Partnership. If, upon any such voluntary or involuntary liquidation, dissolution or winding up of the Partnership, the available assets of the Partnership, or proceeds thereof, distributable among the holders of Class H Partnership are Preferred Units shall be insufficient to pay in full the full 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 the Liquidating Distributions on all outstanding Series A Class H Partnership Preferred Units and any such Parity Partnership Units ratably in the corresponding same proportion as the respective amounts that would be payable on all outstanding Parity Preferred Units, then the holders of Series A such Class H Partnership Preferred Units and Parity Preferred Units shall share ratably in any such distribution other Parity Partnership Units if all amounts payable thereon were paid in full. For the purposes of this Section 4, (i) a consolidation or merger of the Partnership with one or more partnerships, or (ii) a sale or transfer of all or substantially all of the Partnership's assets in proportion shall not be deemed to be a liquidation, dissolution or winding up, voluntary or involuntary, of the full Liquidating Distributions to which they would otherwise be respectively entitledPartnership. c(2) 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 Class H Partnership Preferred Units and any Parity Preferred Partnership Units, as provided in this Section 4, any other series or class or classes of Junior Preferred Partnership Units shall shall, subject to the respective terms thereof, be entitled to receive any and all assets remaining to be paid or distributed, and the holders of the Series A Class H Partnership Preferred Units and any Parity Preferred Partnership Units shall not be entitled to share therein. d) After payment of the full amount of the Liquidating Distributions to which they are entitled, holders of Series A Preferred Units will have no right or claim to any of the remaining assets of the Partnership. e) For the avoidance of doubt, the consolidation, merger or conversion of the Partnership with or into another entity, the merger of another entity with or into the Partnership, a statutory unit exchange by the Partnership or the sale, lease, transfer or conveyance of all or substantially all of the assets or business of the Partnership shall not be considered a liquidation, dissolution or winding up of the affairs of the Partnership.

Liquidation Preference. (a) Upon any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Partnership, before any distribution or payment shall be made to the holders of any Common Units or Junior Preferred Units, the holders of the Series A Preferred Units then outstanding shall be are entitled to be paid, or have the Partnership declare and set apart for payment, paid out of the assets of the Partnership legally available for distribution to its Partners after payment or provision for payment of all debts and other liabilities of the Partnership, 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 distributions (whether or not declared) to, but not including, the date of payment the redemption, in cash or property at its fair market value as determined by the date the liquidation preference General Partner before any distribution of assets is set apart for payment (the “Liquidating Distributions”)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) 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 None of the full amount of the Liquidating Distributions to which they are entitled, holders of Series A Preferred Units will have no right a consolidation or claim to any of the remaining assets of the Partnership. e) For the avoidance of doubt, the consolidation, merger or conversion of the Partnership with or into another entity, the a merger of another entity with or into the Partnership, or a statutory unit exchange by the Partnership or the sale, lease, transfer lease or conveyance of all or substantially all of the assets Partnership’s property or business of the Partnership shall not be considered a liquidation, dissolution or winding up of the affairs of the Partnership.

Liquidation Preference. a) Upon A. In the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Partnership (a “Liquidation”), each of the holders of the then outstanding Series A Preferred Units shall be entitled to be paid out of the Partnership, ’s assets available for distribution to its Partners before any payment or distribution of the Partnership’s assets (whether capital or payment surplus) shall be made to or set apart for the holders of any 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 or Junior 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 UnitsUnits and Parity Units shall be 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 Series A Preferred Units and Parity Units shall be distributed among and paid to such holders ratably in proportion to the amounts that would be payable to such holders if such assets were sufficient to permit payment in full. After payment in full of the Series A Liquidation Payment Amount, the holders of the Series A Preferred Units then outstanding shall will not be entitled to be paid, or have the Partnership declare and set apart for payment, out any further participation in any distribution 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 by the Partnership, a liquidation preference in cash of $25.00 per Series A Preferred Unit (the “Base Liquidation Preference”), plus an amount equal to any accrued and unpaid distributions (whether or not declared) to, but not including, the date of payment or the date the liquidation preference is set apart for payment (the “Liquidating Distributions”). b) If upon 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 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 paid in full in accordance with Section 3(A) above, the remaining assets of the Partnership shall be distributed to the holders of the Series A Preferred Units and any Parity Preferred Junior Units, any other series or class or classes of Junior Preferred Units shall be entitled to receive any and all assets remaining to be paid or distributed, and the holders of the Series A Preferred Units and any Parity Preferred Units shall not be entitled to share therein. d) After payment of the full amount of the Liquidating Distributions to which they are entitled, holders of Series A Preferred Units will have no right or claim to any of the remaining assets of the Partnership. e) C. For the avoidance purposes of doubtthis Section 3, neither (i) the consolidation, merger or conversion of the Partnership with or into another entity, the merger of another entity with or into the Partnership, a statutory unit exchange by the Partnership or the 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 considered deemed to be a liquidation, dissolution or winding up of the affairs of the PartnershipLiquidation.

Liquidation Preference. a) a. Upon any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Partnership, before any distribution or payment shall be made to the holders of any Common Units or Junior Preferred Units, the holders of the Series A Preferred Partnership Units then outstanding shall be are entitled to be paid, or have the Partnership declare and set apart for payment, paid out of the assets of the Partnership legally available for distribution to its Partners after payment or provision for payment of all debts and other liabilities of the Partnership, partners a liquidation preference in cash of $25.00 per Series A Preferred Unit (the “Base Liquidation Preference”)share, plus an amount equal to any accrued and unpaid distributions (whether or not declared) to, but not including, to the date of payment or the date the liquidation preference is set apart for payment (the “Liquidating Distributions”). b) If upon payment, 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 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 Common Units or any other class or series of Partnership Units that ranks junior to the Series A Preferred Partnership Units and any Parity Preferred Units, any other series or class or classes of Junior Preferred Units shall be entitled as 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) 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. e) 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, combination or merger or conversion of the Partnership with or into another entityany other corporation, the partnership or entity or consolidation or merger of another entity any other corporation with or into the Partnership, a statutory unit exchange by the Partnership or the sale, lease, transfer lease or conveyance of all or substantially all of the assets Partnership’s assets, property or business of the Partnership or any statutory share exchange, shall not be considered deemed to constitute a liquidation, dissolution or winding up of the affairs of the Partnership.

Liquidation Preference. a) Upon any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Partnership, before any distribution or payment shall be made to the holders of any Common Units or Junior Preferred Units, the holders of the Series A Preferred Units then outstanding shall be are entitled to be paid, or have the Partnership declare and set apart for payment, paid out of the assets of the Partnership legally available for distribution to its Partners partners, after payment of or provision for payment of all the Partnership’s debts and other liabilities of the Partnershipliabilities, 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 declaredauthorized or declared by the General Partner) to, but not including, thereon to and including the date of payment or payment, but without interest, before any distribution of assets is made to holders of Junior Units. If the date the liquidation preference is set apart for payment (the “Liquidating Distributions”). b) If upon any such voluntary or involuntary liquidation, dissolution or winding up of the Partnership, the available assets of the Partnership legally available for distribution to partners are insufficient to pay in full the full amount of liquidation preference on the Liquidating Distributions on all outstanding Series A Preferred Units and the corresponding amounts payable liquidation preference 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 distributed to be paid or distributed, and 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 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 any such liquidation, dissolution or winding up of the affairs 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 be entitled less than 30 nor more than 60 days prior to share the payment date stated therein. d) , to each record holder of the Series A Preferred Units at the respective addresses of such holders as the same shall appear on the records of the 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. e) For the avoidance of doubt, the consolidation, . The consolidation or merger or conversion of the Partnership with or into another entity, the a merger of another entity with or into the Partnership, a statutory unit exchange by the Partnership or the a sale, lease, transfer or conveyance of all or substantially all of the assets Partnership’s property or business of the Partnership shall not be considered deemed to constitute a liquidation, dissolution or winding up of the affairs of the Partnership...

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

Liquidation Preference. (a) Upon any voluntary or involuntary liquidation, dissolution or winding up of the affairs liquidation of the Partnership, before any distribution or payment shall be made to the holders of any Common Units or Junior Preferred Units, the holders of the Series A B Preferred Units then outstanding shall be are entitled to be paid, or have the Partnership declare and set apart for payment, paid out of the assets of the Partnership legally available for distribution to its Partners after payment or provision for payment of all debts and other liabilities of the Partnership, 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 distributions (whether or not declared) to, but not including, up to and including the date of payment the redemption, in cash or property at its fair market value as determined by the date 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 liquidation preference is set apart for payment (the “Liquidating Distributions”)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 other Preferred Parity Units if all amounts payable thereon were paid in full. (c) Written notice of assets any such liquidation of the Partnership, stating the payment date or dates when, and the place or places where, the amounts distributable in proportion 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 full Liquidating Distributions payment date stated therein, to which they would otherwise be respectively entitledeach holder of Series B Preferred Units at the respective addresses of such holders as the same shall appear on the records of the Partnership. c(d) Upon any voluntary or involuntary liquidation, dissolution or winding up the liquidation of the Partnership, after payment shall have been made in full to in respect of the Series B Preferred Units, 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 B Preferred Units shall not be entitled to share thereinreceive any further amounts in respect of Series B Preferred Units. d) After payment of the full amount of the Liquidating Distributions to which they are entitled, holders of Series A Preferred Units will have no right or claim to any of the remaining assets of the Partnership. (e) For the avoidance None of doubt, the consolidation, a consolidation or merger or conversion of the Partnership with or into another entity, the a merger of another entity with or into the Partnership, a statutory unit exchange by the Partnership or the 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 considered a liquidation, dissolution or winding up liquidation of the affairs of the PartnershipPartnership for purposes of this Section 5.

Liquidation Preference. a(i) 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 Partnershipholders of shares of any class or series of Senior Units, but before any payment or distribution or payment of the assets of the Partnership shall be made to or set apart for the holders of any Common Units or Junior Preferred Units, the holders of the Series A Preferred Units then outstanding shall be entitled to be paid, or have the Partnership declare and set apart for payment, out of the assets of the Partnership legally available for distribution to its Partners after payment or provision for payment of all debts and other liabilities of the Partnership, a liquidation preference in cash of receive $25.00 100,000.00 per Series A Preferred Unit (the “Base Liquidation Preference”), plus an amount per Series A Preferred Unit equal to any accrued and unpaid all distributions (whether or not earned or declared) accumulated and unpaid thereon to, but not including, the date of payment or final distribution to such holders; but such holders of the date the liquidation preference is set apart for payment (the “Liquidating Distributions”). b) If Series A Preferred Units 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 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 not be deemed to be a liquidation, dissolution or winding up, voluntary or involuntary, of assets in proportion the Partnership. (ii) Subject to the full Liquidating Distributions to which they would otherwise be respectively entitled. c) Upon rights of the holders of Parity Preferred Units, upon any voluntary or involuntary liquidation, dissolution or winding up of the Partnership, after payment shall have been made in full to the holders of the Series A Preferred Units and any Parity Preferred Units, as provided in this Section C, any other series or class or classes of Junior Preferred Units shall shall, subject to any respective terms and provisions applying thereto, be entitled to receive any and all assets remaining to be paid or distributed, and the holders of the Series A Preferred Units and any Parity Preferred Units shall not be entitled to share therein. d) After payment of the full amount of the Liquidating Distributions to which they are entitled, holders of Series A Preferred Units will have no right or claim to any of the remaining assets of the Partnership. e) For the avoidance of doubt, the consolidation, merger or conversion of the Partnership with or into another entity, the merger of another entity with or into the Partnership, a statutory unit exchange by the Partnership or the sale, lease, transfer or conveyance of all or substantially all of the assets or business of the Partnership shall not be considered a liquidation, dissolution or winding up of the affairs of the Partnership.

Liquidation Preference. (a) 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, before any distribution or payment shall be made to the holders of any Common Units or Junior Preferred Units, the holders of the Series A Preferred Units then outstanding shall be entitled to be paid, or have the Partnership declare and set apart for payment, out of the assets of the Partnership legally available for distribution to its Partners after payment or provision for payment of all debts and other liabilities of the Partnership, a liquidation preference in cash of $25.00 per Series A Preferred Unit (the “Base Liquidation Preference”), plus an amount equal to any accrued and unpaid distributions (whether or not declared) to, but not including, the date of payment or the date the liquidation preference is set apart for payment (the “Liquidating Distributions”). b) If upon any such voluntary or involuntary liquidation, dissolution or winding up of the Partnership, the available assets of the Partnership are insufficient to pay the full amount of the Liquidating Distributions on all outstanding Series A Preferred Units and the corresponding amounts payable on all outstanding Parity Preferred Units, then the holders of Series A Preferred Units and Parity Preferred Units shall share ratably in any such distribution of assets in proportion to the full Liquidating Distributions to which they would otherwise be respectively entitled. (c) Upon any voluntary or involuntary liquidation, dissolution or winding up of the Partnership, after After payment shall have has been made in full to the holders of the Series A Preferred Units and any Parity I 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 entitledas 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. e) For the avoidance of doubt, the consolidation, merger or conversion of the Partnership with or into another entity, the merger of another entity with or into the Partnership, a statutory unit exchange by the Partnership or the sale, lease, transfer or conveyance of all or substantially all of the assets or business of the Partnership shall not be considered a liquidation, dissolution or winding up of the affairs of the Partnership.

Liquidation Preference. (a) Upon In the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Partnership, whether voluntary or involuntary, before any payment or distribution of the assets of the Partnership (whether capital or payment surplus) shall be made to or set apart for the holders of any Common Units or Junior Preferred Units, the holders of the Series A Preferred Units then outstanding shall be entitled to be paid, or have the Partnership declare and set apart for payment, out of the assets of the Partnership legally available for distribution to its Partners after payment or provision for payment of all debts and other liabilities of the Partnership, a liquidation preference in cash of receive twenty-five Dollars ($25.00 25.00) per Series A Preferred Unit (the “Base Liquidation Preference”), plus an amount equal to any accrued and unpaid all distributions (whether or not earned or declared) to, but not including, accrued and unpaid thereon to the date of payment or the date the liquidation preference is set apart for payment (the “Liquidating Distributions”). b) If final distribution to such holders, 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 other Parity Units if all amounts payable thereon were paid in full. For the purposes of this Section 3.3, (i) a consolidation or merger of the Partnership with one or more Persons, (ii) a sale or transfer of all or substantially all of the assets in proportion of the Partnership, or (iii) a statutory exchange of units shall not be deemed to the full Liquidating Distributions to which they would otherwise be respectively entitled. c) Upon any voluntary or involuntary a liquidation, dissolution or winding up 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 and any Parity Preferred Units, as provided in this Section 3.3, any other series or class or classes of Junior Preferred Units shall shall, subject to the respective terms and provisions (if any) applying thereto, be entitled to receive any and all assets remaining to be paid or distributed, and the holders of the Series A Preferred Units and any Parity Preferred Units shall not be entitled to share therein. d) After payment of the full amount of the Liquidating Distributions to which they are entitled, holders of Series A Preferred Units will have no right or claim to any of the remaining assets of the Partnership. e) For the avoidance of doubt, the consolidation, merger or conversion of the Partnership with or into another entity, the merger of another entity with or into the Partnership, a statutory unit exchange by the Partnership or the sale, lease, transfer or conveyance of all or substantially all of the assets or business of the Partnership shall not be considered a liquidation, dissolution or winding up of the affairs of the Partnership.

Liquidation Preference. a(A) Upon In the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Partnership, whether voluntary or involuntary, before any payment or distribution or payment shall be made to the holders of any Common Units or Junior Preferred Units, the holders of the Series A Preferred Units then outstanding shall be entitled to be paid, or have the Partnership declare and set apart for payment, out of the assets of the Partnership legally available shall be made to or set apart for distribution to the holders of Junior Units, the General Partner, in its Partners after payment or provision for payment of all debts and other liabilities capacity as holder of the PartnershipSeries C Preferred Units, a liquidation preference in cash shall be entitled to 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 accrued and unpaid all distributions (whether or not earned or declared) toaccumulated, but not including, accrued and unpaid 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. Until the holders of Series C Preferred Units have been paid, the 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 date the liquidation preference is set apart for payment (the “Liquidating Distributions”). b) If General Partner. 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 to the General Partner, in its capacity as the holder of Series C 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 Liquidating Distributions 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 all outstanding such Series A C Preferred Units and the corresponding such other Parity Units if all amounts payable on thereon were paid in full. For the purposes of this Section 3, (x) a consolidation or merger of the Partnership with one or more partnerships, limited liability companies, corporations, real estate investment trusts or other entities and (y) a sale, lease or conveyance of all outstanding Parity Preferred Unitsor substantially all of the Partnership's property or business shall not be deemed to be a liquidation, then 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 A C Preferred Units and Parity Preferred Units shall share ratably in upon any such distribution of assets in proportion to the full Liquidating Distributions to which they would otherwise be respectively entitled. c) Upon any voluntary or involuntary liquidation, dissolution or winding up of the Partnership, after payment shall have been made in full to the holders General Partner, in its capacity as the holder of the Series A Preferred Units and any Parity C Preferred Units, as provided in this Section 3, any other series or class or classes of Junior Preferred Units shall shall, subject to any respective terms and provisions applying thereto, be entitled to receive any and all assets remaining to be paid or distributed, and the holders General Partner, in its capacity as the holder of the Series A C Preferred Units and any Parity Preferred Units Units, shall not be entitled to share therein. d) After payment of the full amount of the Liquidating Distributions to which they are entitled, holders of Series A Preferred Units will have no right or claim to any of the remaining assets of the Partnership. e) For the avoidance of doubt, the consolidation, merger or conversion of the Partnership with or into another entity, the merger of another entity with or into the Partnership, a statutory unit exchange by the Partnership or the sale, lease, transfer or conveyance of all or substantially all of the assets or business of the Partnership shall not be considered a liquidation, dissolution or winding up of the affairs of the Partnership.

Liquidation Preference. (a) Upon any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Partnership, before any distribution or payment shall be made to the holders of any Common Units or Junior Preferred Units, the holders of the Series A Preferred Units then outstanding shall be are entitled to be paid, or have the Partnership declare and set apart for payment, paid out of the assets of the Partnership legally available for distribution to its Partners after payment or provision for payment of all debts and other liabilities of the Partnership, 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 distributions (whether or not declared) to, but not including, the date of payment the redemption, in cash or property at its fair market value as determined by the date the liquidation preference General Partner before any distribution of assets is set apart for payment (the “Liquidating Distributions”)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) 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 None of the full amount of the Liquidating Distributions to which they are entitled, holders of Series A Preferred Units will have no right a consolidation or claim to any of the remaining assets of the Partnership. e) For the avoidance of doubt, the consolidation, merger or conversion of the Partnership with or into another entity, the a merger of another entity with or into the Partnership, or a statutory unit exchange by the Partnership or the sale, lease, transfer lease or conveyance of all or substantially all of the assets Partnership’s property or business of the Partnership shall not be considered a liquidation, dissolution or winding up of the affairs of the Partnership.

Liquidation Preference. a) Upon In the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the PartnershipCorporation, whether voluntary or involuntary, before any payment or distribution or payment shall be made to the holders of any Common Units or Junior Preferred Units, the holders of the Series A Preferred Units then outstanding shall be entitled to be paid, or have the Partnership declare and set apart for payment, out of the assets of the Partnership legally available 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 after payment or provision for payment of all debts and other liabilities of the Partnership, 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 accrued and unpaid distributions all dividends (whether or not earned or declared) toaccumulated, but not including, accrued and unpaid thereon to the date of payment or the date the liquidation preference is set apart for payment (the “Liquidating Distributions”). b) If final distribution to such holder; but such holders of Series "A" Preferred Shares shall not be entitled to any further payment. 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 Series "A" Preferred Shares if all amounts payable thereon were paid in full. For the purposes of this Section 4, (i) a consolidation or merger of the Corporation with one or more entities, (ii) a statutory share exchange and (iii) a sale or transfer of all or substantially all of the Corporation's assets in proportion shall not be deemed to the full Liquidating Distributions to which they would otherwise be respectively entitled. c) Upon any voluntary or involuntary a liquidation, dissolution or winding up up, voluntary or involuntary, of the Partnership, after Corporation. Remaining Assets. After payment shall have been made in full to the holders of the Series A "A" Preferred Units and any Parity Preferred UnitsShares, as provided in this Section 4, any other series or class or classes of Junior Preferred Units shall 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 "A" Preferred Units and any Parity Preferred Units Shares shall not be entitled to share therein. d) After payment of the full amount of the Liquidating Distributions to which they are entitled, holders of Series A Preferred Units will have no right or claim to any of the remaining assets of the Partnership. e) For the avoidance of doubt, the consolidation, merger or conversion of the Partnership with or into another entity, the merger of another entity with or into the Partnership, a statutory unit exchange by the Partnership or the sale, lease, transfer or conveyance of all or substantially all of the assets or business of the Partnership shall not be considered a liquidation, dissolution or winding up of the affairs of the Partnership.

Liquidation Preference. (a) Upon any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Partnership, before any distribution or payment shall be made to the holders of any Common Units or Junior Preferred Units, the holders of the Series A Preferred Units then outstanding shall be entitled to be paid, or have the Partnership declare and set apart for payment, out of the assets of the Partnership legally available for distribution to its Partners after payment or provision for payment of all debts and other liabilities of the Partnership, a liquidation preference in cash of $25.00 per Series A Preferred Unit (the “Base Liquidation Preference”), plus an amount equal to any accrued and unpaid distributions (whether or not declared) to, but not including, the date of payment or the date the liquidation preference is set apart for payment (the “Liquidating Distributions”). b) If upon any such voluntary or involuntary liquidation, dissolution or winding up of the Partnership, the available assets of the Partnership are insufficient to pay the full amount of the Liquidating Distributions on all outstanding Series A Preferred Units and the corresponding amounts payable on all outstanding Parity Preferred Units, then the holders of Series A Preferred Units and Parity Preferred Units shall share ratably in any such distribution of assets in proportion to the full Liquidating Distributions to which they would otherwise be respectively entitled. c) Upon any voluntary or involuntary liquidation, dissolution or winding up of the Partnership, 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 Preferred Units have been paid the Liquidation Preference in full, no allocation of income or gain will be made to any holder of Junior Units upon the liquidation, dissolution or winding up of the Partnership. (b) If, upon any liquidation, dissolution or winding up of the Partnership, the assets of the Partnership, or proceeds thereof, distributable among the holders of Preferred Partnership Units shall be insufficient to pay in full the Liquidation Preference and liquidating payments on any Parity Partnership Units, then following certain allocations made by the Partnership, such assets, or the proceeds thereof, shall be distributed among the holders of Preferred Units and any such Parity Partnership Units ratably in the same proportion as the respective amounts that would be payable on such Preferred Units and any such Parity Partnership Units if all amounts payable thereon were paid in full. (c) A voluntary or involuntary liquidation, dissolution or winding up of the Partnership will not include a consolidation or merger of the Partnership with one or more partnerships, corporations or other entities, or a sale or transfer of all or substantially all of the Partnership's assets. (d) Upon any liquidation, dissolution or winding up of the Partnership, after payment all allocations shall have been made in full to the holders of the Series A Preferred Units and any Parity Preferred UnitsPartnership Units to enable them to receive their respective liquidation preferences, any other series or class or classes of Junior Preferred Partnership Units shall be entitled to receive any and all assets remaining to be paid or distributed, and the holders of the Series A Preferred Units and any Parity Preferred Partnership Units shall not be entitled to share therein. d) After payment of the full amount of the Liquidating Distributions to which they are entitled, holders of Series A Preferred Units will have no right or claim to any of the remaining assets of the Partnership. e) For the avoidance of doubt, the consolidation, merger or conversion of the Partnership with or into another entity, the merger of another entity with or into the Partnership, a statutory unit exchange by the Partnership or the sale, lease, transfer or conveyance of all or substantially all of the assets or business of the Partnership shall not be considered a liquidation, dissolution or winding up of the affairs of the Partnership.

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

Liquidation Preference. a(A) Upon In the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Partnership, whether voluntary or involuntary, before any payment or distribution or payment shall be made to the holders of any Common Units or Junior Preferred Units, the holders of the Series A Preferred Units then outstanding shall be entitled to be paid, or have the Partnership declare and set apart for payment, out of the assets of the Partnership legally available shall be made to or set apart for distribution to the holders of Junior Units, the General Partner, in its Partners after payment or provision for payment of all debts and other liabilities capacity as holder of the PartnershipSeries E Preferred Units, a liquidation preference in cash of shall be entitled to 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 distributions (whether or not declared) to, but not including, on one Series E Preferred 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 or the date the liquidation preference is set apart for payment (the “Liquidating Distributions”). b) If with respect to such Series E Preferred Units. 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 to the General Partner, in its capacity as the holder of Series E 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 Liquidating Distributions 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 all outstanding such Series A E Preferred Units and the corresponding such other Parity Units if all amounts payable on thereon were paid in full. For the purposes of this Section 3, (x) a 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 (y) a sale, lease or conveyance of all outstanding Parity Preferred Unitsor substantially all of the Partnership’s property or business shall not be deemed to be a liquidation, then 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 A E Preferred Units and Parity Preferred Units shall share ratably in upon any such distribution of assets in proportion to the full Liquidating Distributions to which they would otherwise be respectively entitled. c) Upon any voluntary or involuntary liquidation, dissolution or winding up of the Partnership, after payment shall have been made in full to the holders General Partner, in its capacity as the holder of the Series A Preferred Units and any Parity E Preferred Units, as provided in this Section 3, any other series or class or classes of Junior Preferred Units shall shall, subject to any respective terms and provisions applying thereto, be entitled to receive any and all assets remaining to be paid or distributed, and the holders General Partner, in its capacity as the holder of the Series A E Preferred Units and any Parity Preferred Units Units, shall not be entitled to share therein. d) After payment of the full amount of the Liquidating Distributions to which they are entitled, holders of Series A Preferred Units will have no right or claim to any of the remaining assets of the Partnership. e) For the avoidance of doubt, the consolidation, merger or conversion of the Partnership with or into another entity, the merger of another entity with or into the Partnership, a statutory unit exchange by the Partnership or the sale, lease, transfer or conveyance of all or substantially all of the assets or business of the Partnership shall not be considered a liquidation, dissolution or winding up of the affairs of the Partnership.

Liquidation Preference. a(A) Upon In the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Partnership, whether voluntary or involuntary, before any payment or distribution or payment shall be made to the holders of any Common Units or Junior Preferred Units, the holders of the Series A Preferred Units then outstanding shall be entitled to be paid, or have the Partnership declare and set apart for payment, out of the assets of the Partnership legally available shall be made to or set apart for distribution to the holders of Junior Units, the General Partner, in its Partners after payment or provision for payment of all debts and other liabilities capacity as holder of the PartnershipSeries B Preferred Units, a liquidation preference in cash of shall be entitled to 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 accrued and unpaid all distributions (whether or not earned or declared) toaccumulated, but not including, accrued and unpaid thereon to the date of payment or 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 liquidation preference is set apart for payment greater of (i) the “Liquidating Distributions”). distribution provided in clause (a) of the 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 Partnership, 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 full preferential amount aforesaid and liquidating payments on any other class or series of Parity Units, then such assets, or the Liquidating Distributions 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 all outstanding such Series A B Preferred Units and the corresponding such other Parity Units if all amounts payable on thereon were paid in full. For the purposes of this Section 3, (x) a consolidation or merger of the Partnership with one or more partnerships, limited liability companies, corporations, real estate investment trusts or other entities and (y) a sale, lease or conveyance of all outstanding Parity Preferred Unitsor substantially all of the Partnership's property or business shall not be deemed to be a liquidation, then dissolution or winding up, voluntary or involuntary, of the Partnership. (B) Subject to the rights of the holders of Series A Preferred Partnership Units and of any Parity Preferred Units shall share ratably in upon any such distribution of assets in proportion to the full Liquidating Distributions to which they would otherwise be respectively entitled. c) Upon any voluntary or involuntary liquidation, dissolution or winding up of the Partnership, after payment shall have been made in full to the holders General Partner, in its capacity as the holder of the Series A Preferred Units and any Parity B Preferred Units, as provided in this Section 3, any other series or class or classes of Junior Preferred Units shall shall, subject to any respective terms and provisions applying thereto, be entitled to receive any and all assets remaining to be paid or distributed, and the holders General Partner, in its capacity as the holder of the Series A B Preferred Units and any Parity Preferred Units Units, shall not be entitled to share therein. d) After payment of the full amount of the Liquidating Distributions to which they are entitled, holders of Series A Preferred Units will have no right or claim to any of the remaining assets of the Partnership. e) For the avoidance of doubt, the consolidation, merger or conversion of the Partnership with or into another entity, the merger of another entity with or into the Partnership, a statutory unit exchange by the Partnership or the sale, lease, transfer or conveyance of all or substantially all of the assets or business of the Partnership shall not be considered a liquidation, dissolution or winding up of the affairs of the Partnership.

Liquidation Preference. (a) Upon In the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Partnership, whether voluntary or involuntary, before any payment or distribution of the Partnership (whether capital, surplus or payment otherwise) shall be made to or set apart for the holders holder of any Common Units or Junior Preferred Partnership Units, the holders of the Series A C Partnership Preferred Units then outstanding shall be entitled to be paid, or have receive 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 greater of: (x) Twenty-Five Dollars($25.00) per Series A Preferred Unit (the “Base Liquidation Preference”)C Partnership Unit, plus an amount per Series C Partnership Preferred Unit equal to any accrued and unpaid distributions all dividends (whether or not declared) toaccumulated, but not including, accrued and unpaid on one share of Series C Preferred Stock to the date of payment final distribution to such holders; or (y) the date the liquidation preference is set apart for payment 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 “Liquidating DistributionsLiquidation Preference”). b) If ; 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 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 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. c(b) 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 C Partnership Preferred Units and any Parity Preferred Partnership Units, as provided in this Section 4, any other series or class or classes of Junior Preferred Partnership Units shall shall, subject to the respective terms thereof, be entitled to receive any and all assets remaining to be paid or distributed, and the holders of the Series A C Partnership Preferred Units and any Parity Preferred Partnership Units shall not be entitled to share therein. d) After payment of the full amount of the Liquidating Distributions to which they are entitled, holders of Series A Preferred Units will have no right or claim to any of the remaining assets of the Partnership. e) For the avoidance of doubt, the consolidation, merger or conversion of the Partnership with or into another entity, the merger of another entity with or into the Partnership, a statutory unit exchange by the Partnership or the sale, lease, transfer or conveyance of all or substantially all of the assets or business of the Partnership shall not be considered a liquidation, dissolution or winding up of the affairs of the Partnership.

Liquidation Preference. a) Upon any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Partnership, before any distribution or payment shall be made to the holders of any Common Units or Junior Preferred Units, the holders of the Series A B Preferred Units then outstanding shall be are entitled to be paid, or have the Partnership declare and set apart for payment, paid out of the assets of the Partnership legally available for distribution to its Partners Partners, after payment of or provision for payment of all debts the Partnership’s Debts and other liabilities of the Partnershipliabilities, 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 distributions (whether or not authorized or declared) to, but not including, thereon to and including the date of payment or payment, but without interest, before any distribution of assets is made to holders of Junior Units. If the date assets of the Partnership legally available for distribution to Partners are insufficient to pay in full the liquidation preference is set apart for payment (on the “Liquidating Distributions”). b) If upon 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 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 affairs of the Partnership, after stating the payment date or dates when, and the place or places where, the amounts distributable in such circumstances shall have been made in full be payable, shall be given by first class mail, postage pre-paid, not less than 30 nor more than 60 days prior to the holders payment date stated therein, to each record holder of the Series A B Preferred Units and any Parity Preferred Units, any other series or class or classes at the respective addresses of Junior Preferred Units such holders as the same shall be entitled to receive any and all assets remaining to be paid or distributed, and appear on the holders records of the Series A Preferred Units and any Parity Preferred Units shall not be entitled to share therein. d) 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. e) For the avoidance of doubt, the consolidation, . The consolidation or merger or conversion of the Partnership with or into another entity, the a merger of another entity with or into the Partnership, a statutory unit exchange by the Partnership or the a sale, lease, transfer or conveyance of all or substantially all of the assets Partnership’s Properties or business of the Partnership shall not be considered deemed to constitute a liquidation, dissolution or winding up of the affairs of the Partnership.

Liquidation Preference. (a) Upon any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Partnership, before any distribution or payment shall be made to the holders of any Common Units or Junior Preferred Units, the holders of the Series A B Preferred Units then outstanding shall be entitled to be paid, or have the Partnership declare and set apart for payment, out of the assets of the Partnership legally available for distribution to its Partners after payment or provision for payment of all debts and other liabilities of the Partnership, a liquidation preference in cash 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 distributions (whether or not declared) to, but not including, the date of payment or the date the liquidation preference is set apart for payment (the “Liquidating Distributions”). (b) If upon any such voluntary or involuntary liquidation, dissolution or winding up of the Partnership, the available assets of the Partnership are insufficient to pay the full amount of the Liquidating Distributions on all outstanding Series A B Preferred Units and the corresponding amounts payable on all outstanding Parity Preferred Units, then the holders of Series A B Preferred Units and Parity Preferred Units shall share ratably in any such distribution of assets in proportion to the full Liquidating Distributions to which they would otherwise be respectively entitled. (c) Upon any voluntary or involuntary liquidation, dissolution or winding up of the Partnership, after payment shall have been made in full to the holders of the Series A 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 A 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. (e) For the avoidance of doubt, the consolidation, consolidation or merger or conversion of the Partnership with or into another entity, the merger of another entity with or into the Partnership, a statutory unit exchange by the Partnership or the sale, lease, transfer or conveyance of all or substantially all of the assets or business of the Partnership shall not be considered a liquidation, dissolution or winding up of the affairs of the Partnership.

Liquidation Preference. (a) Upon any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Partnership, before any distribution or payment shall be made to the holders of any Common Units or Junior Preferred Units, the holders of the Series A B Preferred Units then outstanding shall be are entitled to be paid, or have the Partnership declare and set apart for payment, paid out of the assets of the Partnership legally available for distribution to its Partners after payment or provision for payment of all debts and other liabilities of the Partnership, 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 distributions (whether or not declared) to, but not including, the date of payment the redemption, in cash or property at its fair market value as determined by the date the liquidation preference General Partner before any distribution of assets is set apart for payment (the “Liquidating Distributions”)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) Upon any voluntary or involuntary liquidation, dissolution or winding up of the Partnership, after payment shall have been made in full to the holders of the Series A B 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 B Preferred Units and any Parity Preferred Units shall not be entitled to share therein. (d) After payment None of the full amount of the Liquidating Distributions to which they are entitled, holders of Series A Preferred Units will have no right a consolidation or claim to any of the remaining assets of the Partnership. e) For the avoidance of doubt, the consolidation, merger or conversion of the Partnership with or into another entity, the a merger of another entity with or into the Partnership, or a statutory unit exchange by the Partnership or the sale, lease, transfer lease or conveyance of all or substantially all of the assets Partnership’s property or business of the Partnership shall not be considered a liquidation, dissolution or winding up of the affairs of the Partnership.

Liquidation Preference. (a) Upon any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Partnership, before any distribution or payment shall be made to the holders of any Common Units or Junior Preferred UnitsPartnership (each a “Liquidation Event”), the holders of the Series A Preferred Units then outstanding shall be are entitled to be paid, or have the Partnership declare and set apart aside 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 Partnershipunitholders, 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 distributions thereon through and including the date of payment, and (whether or not declarediii) toif the Liquidation Event occurs before the Redemption Premium (as defined below) right expires, but not including, the per unit Redemption Premium in effect on the date of payment or of the Liquidation Preference, before any distribution of assets is made to holders of any Junior Securities. In the 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 is Liquidation Preference was set apart for payment, the Partnership may make a corresponding reduction to the funds set apart for payment (of the “Liquidating Distributions”)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) 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 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) Upon the Partnership’s provision of written 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 Series 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, 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) For the avoidance of doubt, the consolidation, The consolidation or merger or conversion of the Partnership with or into another entity, the merger any other business enterprise or of another entity any other business enterprise with or into the Partnership, a statutory unit exchange by the Partnership or the sale, lease, transfer lease or conveyance of all or substantially all of the assets or business of the Partnership Partnership, shall not be considered 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 any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Partnership, before any distribution or payment shall be made to the holders of any Common Units or Junior Preferred Units, the holders of the Series A C Preferred Units then outstanding shall be are entitled to be paid, or have the Partnership declare and set apart for payment, paid out of the assets of the Partnership legally available for distribution to its Partners after payment or provision for payment of all debts and other liabilities of the Partnership, a liquidation preference in cash of (x) $25.00 1,000 per Series A C Preferred Unit (the “Base Liquidation Preference”), plus an amount equal to any accrued all accumulated and unpaid distributions (whether or not declared) to, but not including, the date of payment payment, in cash or property at its fair market value as determined by the date General Partner before any distribution of assets is made to the liquidation preference is set apart for payment (the “Liquidating Distributions”)Partnership Common Units or other Junior 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 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 Preferred Units shall be insufficient to pay in full the above described preferential amount 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 Series C Preferred Units and any such other Parity Units ratably in the same proportion as the respective amounts that would be payable on such Series C Preferred Units shall share ratably in and any such distribution of assets other Parity Units if all amounts payable thereon were paid in proportion to the full Liquidating Distributions to which they would otherwise be respectively entitledfull. (c) 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 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 A C Preferred Units and any Parity Preferred Units shall not be entitled to share therein. (d) After payment None of the full amount of the Liquidating Distributions to which they are entitled, holders of Series A Preferred Units will have no right a consolidation or claim to any of the remaining assets of the Partnership. e) For the avoidance of doubt, the consolidation, merger or conversion of the Partnership with or into another entity, the a merger of another entity with or into the Partnership, or a statutory unit exchange by the Partnership or the sale, lease, transfer lease or conveyance of all or substantially all of the assets Partnership’s property or business of the Partnership shall not be considered a liquidation, dissolution or winding up of the affairs of the Partnership.

Liquidation Preference. (a) Upon In the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Partnership, whether voluntary or involuntary, before any payment or distribution of the assets of the Partnership (whether capital or payment surplus) shall be made to or set apart for the holders of any Common Units or Junior Preferred Units, the holders of the Series A 1 Preferred Units then outstanding shall be entitled to be paid, or have receive the Partnership declare and set apart for payment, out Liquidation Price per unit 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 1 Preferred Unit (the “Base Liquidation Preference”), plus an amount equal to any accrued and unpaid all distributions (whether or not earned or declared) to, but not including, accrued and unpaid thereon to the date of payment or the date the liquidation preference is set apart for payment (the “Liquidating Distributions”). b) If final distribution to such holders; 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 1 Preferred Units shall be insufficient to pay in full the full 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 Liquidating Distributions on all outstanding Series A 1 Preferred Units and any such other Parity Units ratably in accordance with the corresponding respective amounts that would be payable on such Series 1 Preferred Units and any such other Parity Units if all amounts payable on thereon were paid in full. For the purposes of this Section 5: (i) a consolidation or merger of the Partnership with one or more corporations, real estate investment trusts or other entities; (ii) a sale, lease or transfer of all outstanding Parity Preferred Unitsor substantially all of the Partnership’s assets; or (iii) a statutory unit exchange shall not be deemed to be a liquidation, then 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 A 1 Preferred Units and Parity Preferred Units shall share ratably in upon liquidation, dissolution or winding up, upon any such distribution of assets in proportion to the full Liquidating Distributions to which they would otherwise be respectively entitled. c) Upon any voluntary or involuntary liquidation, dissolution or winding up of the Partnership, after payment shall have been made in full to the holders of the Series A Preferred Units and any Parity 1 Preferred Units, as provided in this Section 5, any other series or class or classes of Junior Preferred Units shall shall, subject to the respective terms and provisions (if any) applying thereto, be entitled to receive any and all assets remaining to be paid or distributed, and the holders of the Series A Preferred Units and any Parity 1 Preferred Units shall not be entitled to share therein. d) After payment of the full amount of the Liquidating Distributions to which they are entitled, holders of Series A Preferred Units will have no right or claim to any of the remaining assets of the Partnership. e) For the avoidance of doubt, the consolidation, merger or conversion of the Partnership with or into another entity, the merger of another entity with or into the Partnership, a statutory unit exchange by the Partnership or the sale, lease, transfer or conveyance of all or substantially all of the assets or business of the Partnership shall not be considered a liquidation, dissolution or winding up of the affairs of the Partnership.

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

Liquidation Preference. (a) Upon any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Partnership, before any distribution or payment shall be made to the holders of any Common Units or Junior Preferred Units, the holders of the Series A E Preferred Units then outstanding shall be entitled to be paid, or have the Partnership declare and set apart for payment, out of the assets of the Partnership legally available for distribution to its Partners after payment or provision for payment of all debts and other liabilities of the Partnership, a liquidation preference in cash of $25.00 per Series A E Preferred Unit (the “Base Liquidation Preference”), plus an amount equal to any accrued and unpaid distributions (whether or not declared) to, but not including, the date of payment or the date the liquidation preference is set apart for payment (the “Liquidating Distributions”). (b) If upon any such voluntary or involuntary liquidation, dissolution or winding up of the Partnership, the available assets of the Partnership are insufficient to pay the full amount of the Liquidating Distributions on all outstanding Series A 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 A 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 A 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. (e) For the avoidance of doubt, the consolidation, merger or conversion of the Partnership with or into another entity, the merger of another entity with or into the Partnership, a statutory unit exchange by the Partnership or the sale, lease, transfer or conveyance of all or substantially all of the assets or business of the Partnership shall not be considered a liquidation, dissolution or winding up of the affairs of the Partnership.

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

Liquidation Preference. (a) Upon any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Partnership, before any distribution or payment shall be made to the holders of any Common Units or Junior Preferred Units, the holders of the Series A Preferred Units then outstanding shall be entitled to be paid, or have the Partnership declare and set apart for payment, out of the assets of the Partnership legally available for distribution to its Partners after payment or provision for payment of all debts and other liabilities of the Partnership, a liquidation preference in cash of $25.00 per Series A Preferred Unit (the “Base Liquidation Preference”), plus an amount equal to any accrued and unpaid distributions (whether or not declared) to, but not including, the date of payment or the date the liquidation preference is set apart for payment (the “Liquidating Distributions”). b) If upon any such voluntary or involuntary liquidation, dissolution or winding up of the Partnership, the available assets of the Partnership are insufficient to pay the full amount of the Liquidating Distributions on all outstanding Series A Preferred Units and the corresponding amounts payable on all outstanding Parity Preferred Units, then the holders of Series A Preferred Units and Parity Preferred Units shall share ratably in any such distribution of assets in proportion to the full Liquidating Distributions to which they would otherwise be respectively entitled. c) Upon any voluntary or involuntary liquidation, dissolution or winding up of the Partnership, 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 Preferred Units have been paid the Liquidation Preference in full, no allocation of income or gain will be made to any holder of Junior Units upon the liquidation, dissolution or winding up of the Partnership. (b) If, upon any liquidation, dissolution or winding up of the Partnership, the assets of the Partnership, or proceeds thereof, distributable among the holders of Preferred Partnership Units shall be insufficient to pay in full the Liquidation Preference and liquidating payments on any Parity Partnership Units, then following certain allocations made by the Partnership, such assets, or the proceeds thereof, shall be distributed among the holders of Preferred Units and any such Parity Partnership Units ratably in the same proportion as the respective amounts that would be payable on such Preferred Units and any such Parity Partnership Units if all amounts payable thereon were paid in full. (c) A voluntary or involuntary liquidation, dissolution or winding up of the Partnership will not include a consolidation or merger of the Partnership with one or more partner ships, corporations or other entities, or a sale or transfer of all or substantially all of the Partnership's assets. (d) Upon any liquidation, dissolution or winding up of the Partnership, after payment all allocations shall have been made in full to the holders of the Series A Preferred Units and any Parity Preferred UnitsPartnership Units to enable them to receive their respective liquidation preferences, any other series or class or classes of Junior Preferred Partnership Units shall be entitled to receive any and all assets remaining to be paid or distributed, and the holders of the Series A Preferred Units and any Parity Preferred Partnership Units shall not be entitled to share therein. d) After payment of the full amount of the Liquidating Distributions to which they are entitled, holders of Series A Preferred Units will have no right or claim to any of the remaining assets of the Partnership. e) For the avoidance of doubt, the consolidation, merger or conversion of the Partnership with or into another entity, the merger of another entity with or into the Partnership, a statutory unit exchange by the Partnership or the sale, lease, transfer or conveyance of all or substantially all of the assets or business of the Partnership shall not be considered a liquidation, dissolution or winding up of the affairs of the Partnership.

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

Liquidation Preference. (a) Upon any voluntary or involuntary liquidation, dissolution or winding up of the affairs Liquidation Event of the Partnership, before any payment or distribution or payment of the assets of the Partnership shall be made to or set apart for the holders of any Common Units or Junior Preferred Units, the holders of the Series A B Participating Preferred Partnership Units then outstanding shall be entitled to be paidreceive the sum of (i) the Initial Liquidation Preference, (ii) the FVA Amount (if the FVA Amount for the relevant period is a positive number), and (iii) an amount per Series B Participating Preferred Partnership Unit equal to all distributions (whether or have not authorized or declared) accrued and unpaid thereon to, but excluding, the Partnership declare and set apart for payment, out date of the assets of the Partnership legally available for final 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 such holders (the “Base Final Liquidation Preference”), plus an amount equal but such holders of the Series B Participating Preferred Partnership Units shall not be entitled to any accrued and unpaid distributions (whether or not declared) to, but not including, the date of payment or the date the liquidation preference is set apart for payment (the “Liquidating Distributions”)further payment. (b) If If, upon any such voluntary or involuntary liquidation, dissolution or winding up Liquidation Event of the Partnership, the available assets of the Partnership, or proceeds thereof, distributable among the holders of the Series B Participating Preferred Partnership are Units shall be insufficient to pay in full the full preferential amount of the Liquidating Distributions aforesaid and liquidating payments on all outstanding Series A Preferred Units and the corresponding amounts payable on all outstanding any other Parity Preferred Units, then such assets, or the proceeds thereof, shall be distributed among the holders of the Series A B Participating Preferred Partnership Units and any such other Parity Preferred Units shall share ratably in accordance with the respective amounts that would be payable on the Series B Participating Preferred Partnership Units and any such distribution other Parity Units if all amounts payable thereon were paid in full. For the purposes of assets in proportion this Section (6), none of (i) a consolidation or merger of the Partnership with one or more other entities, (ii) a statutory share exchange or (iii) a voluntary sale, transfer or conveyance of all or substantially all of the Partnership’s assets, properties or business shall be deemed to be a Liquidation Event of the Partnership. (c) Subject to the full Liquidating Distributions to which they would otherwise be respectively entitled. c) Upon rights of the holders of Parity Units, upon any voluntary or involuntary liquidation, dissolution or winding up Liquidation Event of the Partnership, after payment shall have been made in full to the holders of the Series A B Participating Preferred Units and any Parity Preferred Partnership Units, as provided in this Section (6), any other series or class or classes of Junior Preferred Units shall shall, subject to any respective terms and provisions applying thereto, be entitled to receive any and all assets remaining to be paid or distributed, and the holders of the Series A B Participating Preferred Units and any Parity Preferred Partnership Units shall not be entitled to share therein. d) After payment of the full amount of the Liquidating Distributions to which they are entitled, holders of Series A Preferred Units will have no right or claim to any of the remaining assets of the Partnership. e) For the avoidance of doubt, the consolidation, merger or conversion of the Partnership with or into another entity, the merger of another entity with or into the Partnership, a statutory unit exchange by the Partnership or the sale, lease, transfer or conveyance of all or substantially all of the assets or business of the Partnership shall not be considered a liquidation, dissolution or winding up of the affairs of the Partnership.

Liquidation Preference. a) A. Upon any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Partnership, before any distribution or payment shall be made to the holders of any Common Units or Junior Preferred Units, the holders of the Series A Preferred Units then outstanding shall be entitled to be paid, or have the Partnership declare and set apart for payment, out of the assets of the Partnership legally available for distribution to its Partners after payment or provision for payment of all debts and other liabilities of the Partnership, a liquidation preference in cash of $25.00 [•] per Series A Preferred Unit (the “Base Liquidation Preference”), plus an amount equal to any accrued and unpaid distributions (whether or not declared) to, but not including, the date of payment or the date the liquidation preference is set apart for payment (the “Liquidating Distributions”). b) 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) D. After payment of the full amount of the Liquidating Distributions to which they are entitled, holders of Series A Preferred Units will have no right or claim to any of the remaining assets of the Partnership. e) E. For the avoidance of doubt, the consolidation, merger or conversion of the Partnership with or into another entity, the merger of another entity with or into the Partnership, a statutory unit exchange by the Partnership or the sale, lease, transfer or conveyance of all or substantially all of the assets or business of the Partnership shall not be considered a liquidation, dissolution or winding up of the affairs of the Partnership.

Liquidation Preference. a(A) Upon In the event of any voluntary or involuntary liquidationLiquidation, dissolution or winding up subject to the prior preferences and other rights of the affairs of the Partnershipany Series A Senior Units, 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 or Series A Junior Preferred Units, the holders of the Series A Preferred Units then outstanding shall be entitled to be paid, or have the Partnership declare and set apart for payment, out of the assets of the Partnership legally available for distribution to its Partners after payment or provision for payment of all debts and other liabilities of the Partnership, a liquidation preference in cash of receive (i) (A) Eleven Dollars ($25.00 11.00) per Series A Preferred Unit (the “Base Liquidation Preference”), plus an amount equal to any accrued and unpaid all distributions (whether or not earned or declared) to, but not including, accrued and unpaid thereon to the date of payment or the date the liquidation preference is set apart for payment final distribution to such holder (the “Liquidating DistributionsSeries A Liquidation Preference”). b) If plus (B) the Series A Redemption Premium or (ii) an amount per Series A Preferred Unit 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, upon any such voluntary or involuntary liquidationLiquidation, dissolution or winding up the 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 full. (B) Subject to the full Liquidating Distributions to which they would otherwise be respectively entitled. c) Upon rights of the holders of any voluntary Series A Parity Units or involuntary liquidationSeries A Senior Units, dissolution or winding up upon any Liquidation 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, as provided in this Section 5, 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 Series A Junior Preferred Units shall shall, subject to the respective terms and provisions (if any) applying thereto, be entitled to receive any and all assets remaining to be paid or distributed, and the holders of the Series A Preferred Units and any Series A Parity Preferred Units shall not be entitled to share therein. d) After payment of the full amount of the Liquidating Distributions to which they are entitled, holders of Series A Preferred Units will have no right or claim to any of the remaining assets of the Partnership. e) For the avoidance of doubt, the consolidation, merger or conversion of the Partnership with or into another entity, the merger of another entity with or into the Partnership, a statutory unit exchange by the Partnership or the sale, lease, transfer or conveyance of all or substantially all of the assets or business of the Partnership shall not be considered a liquidation, dissolution or winding up of the affairs of the Partnership.

Liquidation Preference. (a) Upon In the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the PartnershipLiquidation, before any payment or distribution of the assets of the Corporation (whether capital 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 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 paidany holder of Junior Shares upon Liquidation. If, or have the Partnership declare and set apart for paymentupon any such Liquidation, out of the assets of the Partnership legally available for distribution to its Partners after payment Corporation, or provision for payment of all debts and other liabilities of the Partnershipproceeds thereof, a liquidation preference in cash of $25.00 per Series A Preferred Unit (the “Base Liquidation Preference”), plus an amount equal to any accrued and unpaid distributions (whether or not declared) to, but not including, the date of payment or the date the liquidation preference is set apart for payment (the “Liquidating Distributions”). b) If upon any such voluntary or involuntary liquidation, dissolution or winding up of the Partnership, the available assets of the Partnership are insufficient to pay the full amount of the Liquidating Distributions on all outstanding Series A Preferred Units and the corresponding amounts payable on all outstanding Parity Preferred Units, then distributable among the holders of Series A C Preferred Units Shares 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 Shares, then such assets, or the proceeds thereof, shall be distributed among the holders of such Series C Preferred Units shall share Shares and such other Parity Shares ratably in any accordance with the amounts that would be payable on such distribution Series C Preferred Shares and such other Parity Shares if all amounts payable thereon were paid in full. (b) In connection with a Merger Liquidation (as defined below), each holder of assets in proportion Series C Preferred Shares shall have the right (a “Continuation Right”) to elect, by delivering written notice to the full Liquidating Distributions Corporation not less than five (5) Business Days prior to which they would otherwise the Merger Liquidation, to require the Corporation to make provision for such holder’s Series C Preferred Shares to be respectively entitled. c) Upon assumed by the surviving entity as described in Section 6(f); provided, however, notwithstanding the election by 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 C Preferred Units and Shares of the Continuation Right, the Corporation shall have the right, in connection with any Parity Preferred UnitsMerger Liquidation, any other series or class or classes of Junior Preferred Units shall be entitled to receive any and all assets remaining elect, by delivering written notice to be paid or distributed, and the holders of Series C Preferred Shares at any time prior to the Series A Preferred Units and Merger Liquidation, to redeem any Parity Preferred Units shall not be entitled to share therein. d) After payment of the full amount of the Liquidating Distributions to which they are entitled, holders of Series A Preferred Units will have no right or claim to any of the remaining assets of the Partnership. e) For the avoidance of doubt, the consolidation, merger or conversion of the Partnership with or into another entity, the merger of another entity with or into the Partnership, a statutory unit exchange by the Partnership or the sale, lease, transfer or conveyance of all or substantially all of the assets outstanding Series C Preferred Shares for an amount per Series C Preferred Share equal to the amount specified in the Section 4(a). A “Merger Liquidation” shall be a Liquidation which constitutes a consolidation or business merger of the Partnership shall Corporation with one or more entities that are not be considered a liquidation, dissolution or winding up Affiliates of the affairs Corporation and as a result of which the Corporation is not the surviving entity. Upon a merger or consolidation of the PartnershipCorporation with one or more entities that are Affiliates of the Corporation, the Corporation shall make provision for the Series C Preferred Shares to be assumed by the surviving entity as described in Section 6(f).

Liquidation Preference. a(A) Upon In the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Partnership, whether voluntary or involuntary, before any payment or distribution or payment shall be made to the holders of any Common Units or Junior Preferred Units, the holders of the Series A Preferred Units then outstanding shall be entitled to be paid, or have the Partnership declare and set apart for payment, out of the assets of the Partnership legally available shall be made to or set apart for distribution to the holders of Junior Units, the General Partner, in its Partners after payment or provision for payment of all debts and other liabilities capacity as holder of the PartnershipSeries D Preferred Units, a liquidation preference in cash of shall be entitled to 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 distributions (whether or not declared) 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 or the date the liquidation preference is set apart for payment (the “Liquidating Distributions”). b) If with respect to such Series D Preferred Units. 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 to the General Partner, in its capacity as the holder of Series D 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 Liquidating Distributions 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 all outstanding such Series A D Preferred Units and the corresponding such other Parity Units if all amounts payable on thereon were paid in full. For the purposes of this Section 3, (x) a 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 (y) a sale, lease or conveyance of all outstanding Parity Preferred Unitsor substantially all of the Partnership’s property or business shall not be deemed to be a liquidation, then 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 A D Preferred Units and Parity Preferred Units shall share ratably in upon any such distribution of assets in proportion to the full Liquidating Distributions to which they would otherwise be respectively entitled. c) Upon any voluntary or involuntary liquidation, dissolution or winding up of the Partnership, after payment shall have been made in full to the holders General Partner, in its capacity as the holder of the Series A Preferred Units and any Parity D Preferred Units, as provided in this Section 3, any other series or class or classes of Junior Preferred Units shall shall, subject to any respective terms and provisions applying thereto, be entitled to receive any and all assets remaining to be paid or distributed, and the holders General Partner, in its capacity as the holder of the Series A D Preferred Units and any Parity Preferred Units Units, shall not be entitled to share therein. d) After payment of the full amount of the Liquidating Distributions to which they are entitled, holders of Series A Preferred Units will have no right or claim to any of the remaining assets of the Partnership. e) For the avoidance of doubt, the consolidation, merger or conversion of the Partnership with or into another entity, the merger of another entity with or into the Partnership, a statutory unit exchange by the Partnership or the sale, lease, transfer or conveyance of all or substantially all of the assets or business of the Partnership shall not be considered a liquidation, dissolution or winding up of the affairs of the Partnership.

Liquidation Preference. (a) Upon any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Partnership, before any distribution or payment shall be made to the holders of any Common Units or Junior Preferred Units, the holders of the Series A D Preferred Units then outstanding shall be are entitled to be paid, or have the Partnership declare and set apart for payment, paid out of the assets of the Partnership legally available for distribution to its Partners after payment or provision for payment of all debts and other liabilities of the Partnership, 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 distributions (whether or not declared) to, but not including, the date of payment payment, in cash before any distribution of assets is made to Common Units or the date the liquidation preference is set apart for payment (the “Liquidating Distributions”)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) 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 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 A D Preferred Units and any Parity Preferred Units shall not be entitled to share therein. (d) After payment None of the full amount of the Liquidating Distributions to which they are entitled, holders of Series A Preferred Units will have no right or claim to any of the remaining assets of the Partnership. e) For the avoidance of doubt, the a consolidation, merger or conversion of the Partnership with or into another entity, the a merger of another entity with or into the Partnership, or a statutory unit exchange by the Partnership or the sale, lease, transfer lease or conveyance of all or substantially all of the assets Partnership’s property or business of the Partnership shall not be considered a liquidation, dissolution or winding up of the affairs of the Partnership.

Liquidation Preference. (a) Upon In the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Partnership, whether voluntary or involuntary, before any payment or distribution of the assets of the Partnership (whether capital or payment surplus) shall be made to or set apart for the holders of any Common Units or Junior Preferred Units, the holders of the Series A B Preferred Units then outstanding shall be entitled to be paid, or have the Partnership declare and set apart for payment, out of the assets of the Partnership legally available for distribution to its Partners after payment or provision for payment of all debts and other liabilities of the Partnership, a liquidation preference in cash of receive two thousand five hundred dollars ($25.00 2,500.00) per Series A B Preferred Unit (the “Base Liquidation Preference”), plus an amount equal to any accrued and unpaid all distributions (whether or not earned or declared) to, but not including, accrued and unpaid thereon to the date of payment or the date the liquidation preference is set apart for payment (the “Liquidating Distributions”). b) If final distribution to such holders, 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 B 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 B 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 B Preferred Units and Parity Preferred Units shall share ratably in any such distribution other Parity Units if all amounts payable thereon were paid in full. For the purposes of this Section 3.3, (i) a consolidation or merger of the Partnership with one or more Persons, (ii) a sale or transfer of all or substantially all of the assets in proportion of the Partnership, or (iii) a statutory exchange of units shall not be deemed to the full Liquidating Distributions to which they would otherwise be respectively entitled. c) Upon any voluntary or involuntary a liquidation, dissolution or winding up 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 and any Parity B Preferred Units, as provided in this Section 3.3, any other series or class or classes of Junior Preferred Units shall be entitled shall, subject to receive any the respective terms 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. dprovisions (if any) After payment of the full amount of the Liquidating Distributions to which they are entitled, holders of Series A Preferred Units will have no right or claim to any of the remaining assets of the Partnership. e) For the avoidance of doubt, the consolidation, merger or conversion of the Partnership with or into another entity, the merger of another entity with or into the Partnership, a statutory unit exchange by the Partnership or the sale, lease, transfer or conveyance of all or substantially all of the assets or business of the Partnership shall not be considered a liquidation, dissolution or winding up of the affairs of the Partnership.applying

Liquidation Preference. (a) Upon any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Partnership, before any distribution or payment shall be made to the holders of any Common Units or Junior Preferred Units, the holders of the Series A Preferred Units then outstanding shall be entitled to be paid, or have the Partnership declare and set apart for paymentreceive, out of the assets of the Partnership legally available for distribution to its Partners Limited Partners, after payment of or provision for payment of all the debts and other liabilities of the PartnershipPartnership and any Senior Units, a liquidation preference in cash of $25.00 per Series A Preferred Unit (the “Base Liquidation Preference”)unit, plus an amount equal to any accrued and unpaid distributions (whether or not authorized or declared) up to, but not includingexcluding, the date of payment or payment. In the date the liquidation preference is set apart for payment (the “Liquidating Distributions”). b) If 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 Preferred Units, then the holders of the Series A Preferred Units and each such other 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) 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 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. e) For the avoidance of doubt, the consolidation, . The consolidation or merger or conversion of the Partnership with or into another any other partnership, trust or entity, the merger of another entity with or into the Partnership, a statutory unit exchange by the Partnership or the voluntary sale, lease, transfer or conveyance of all or substantially all of the assets property or business of the Partnership Partnership, shall not be considered deemed to constitute a liquidation, dissolution or winding up of the affairs Partnership. (b) In determining whether a distribution (other than upon voluntary or involuntary liquidation), by distribution, redemption or other acquisition of Partnership Units or otherwise, is permitted under the Act, 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 shall not be added to the Partnership’s total liabilities.

Liquidation Preference. a) Upon In the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Partnership, whether voluntary or involuntary, before any payment or distribution of the Partnership (whether capital, surplus or payment otherwise) shall be made under Section 5.06(a) to any classes of ownership interest in the Partnership that are junior in priority to the holders Monthly Income Preferred Partnership Units as to payments or distributions upon liquidation, dissolution or winding up of any Common Units the Partnership (for purposes of this Section 4, individually or Junior Preferred Unitscollectively, “liquidation rights”), the holders of the Series A Preferred Units then outstanding General Partner shall be entitled to be paid, or have the Partnership declare and set apart for a preference payment, out for each Monthly Income Preferred Partnership Unit, equal to the sum of the assets of the Partnership legally available for distribution to its Partners after payment or provision for payment of all debts and other liabilities of the Partnership, a liquidation preference in cash of (i) $25.00 per Series A Preferred Unit (the “Base Liquidation Preference”), plus (ii) an amount equal to any accrued and unpaid distributions (whether or not declared) to, but not including, interest on one Monthly Income Note to the date of payment (for purposes of this Section 4, the “Monthly Income Unit Liquidation Preference”). Until the Monthly Income Unit Liquidation Preference with respect to all of the Monthly Income Preferred Partnership Units outstanding at the time of such liquidation, dissolution or winding up of the date the liquidation preference is set apart for payment Partnership (the “Liquidating DistributionsMonthly Income 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 Monthly Income 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 proceeds thereof, shall be insufficient to pay in full both the full amount of the Liquidating Distributions on all outstanding Series A Preferred Units Monthly Income Liquidation Preference and the corresponding amounts payable on all outstanding Parity any other ownership interests in the Partnership that are on a parity as to liquidation rights with the Monthly Income Preferred Partnership Units, then such assets, or the proceeds thereof, shall be distributed among the General Partner, as the holder of the Monthly Income Preferred Partnership Units, 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 Monthly Income 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) Upon any voluntary or involuntary liquidation, dissolution or winding up entitled as a result of their respective liquidation rights. After payment in full of the PartnershipMonthly Income Liquidation Preference, after payment shall have been made in full to the holders General Partner, as the holder of the Series A Monthly Income Preferred Units and any Parity Preferred Partnership 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 by reason of such Monthly Income Preferred Partnership Units to any of the remaining assets of the Partnership. e) 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, merger or conversion Capital Account of the Partnership with or into another entity, General Partner shall be reduced to reflect 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 payment of the assets or business of the Partnership shall not be considered a liquidation, dissolution or winding up of the affairs of the PartnershipAggregate Liquidation Preference.

Liquidation Preference. a(i) Upon In the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of Partnership or the PartnershipGeneral Partner, whether voluntary or involuntary, before any payment or distribution or payment shall be made to the holders of any Common Units or Junior Preferred Units, the holders of the Series A Preferred Units then outstanding shall be entitled to be paid, or have the Partnership declare and set apart for payment, out of the assets of the Partnership legally available shall be made to or set apart for distribution to its Partners after payment or provision for payment the holders of all debts and other liabilities Junior Units, holders of the Partnership, a liquidation preference in cash of $25.00 per Series A G-4 Preferred Unit (Units shall be entitled to receive the “Base Liquidation Preference”), Redemption Price plus an amount equal to any accrued and unpaid all distributions (whether or not earned or declared) to, but not including, accrued and unpaid thereon to the date of payment or final distribution to such holders, but the date the liquidation preference is set apart for payment (the “Liquidating Distributions”). b) If holders of Series G-4 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 Partnership, or proceeds thereof, distributable to the holders of Series G-4 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-4 Preferred Units and the corresponding holders of any such other Parity Units ratably in accordance with the respective amounts that would be payable on such Series G-4 Preferred Units and any such other Parity Units if all amounts payable on thereon were paid in full. For the purposes of this Section 2.C and 2.G, (i) a consolidation or merger of the Partnership or the General Partner with one or more entities, (ii) a statutory share exchange by the Partnership or the General Partner and (iii) a sale or transfer of all outstanding Parity Preferred Unitsor substantially all of the Partnership’s or the General Partner’s assets, then shall not be deemed to 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 A G-4 Preferred Units and Parity Preferred Units shall share ratably in upon any such distribution of assets in proportion to the full Liquidating Distributions to which they would otherwise be respectively entitled. c) Upon any voluntary or involuntary liquidation, dissolution or winding up of the General Partner or the Partnership, after payment shall have been made in full to the holders of the Series A Preferred Units and any Parity G-4 Preferred Units, as provided in this Section, any other series or class or classes of Junior Preferred Units shall shall, subject to any respective terms and provisions applying thereto, be entitled to receive any and all assets remaining to be paid or distributed, and the holders holder of the Series A Preferred Units and any Parity G-4 Preferred Units shall not be entitled to share therein. d) After payment of the full amount of the Liquidating Distributions to which they are entitled, holders of Series A Preferred Units will have no right or claim to any of the remaining assets of the Partnership. e) For the avoidance of doubt, the consolidation, merger or conversion of the Partnership with or into another entity, the merger of another entity with or into the Partnership, a statutory unit exchange by the Partnership or the sale, lease, transfer or conveyance of all or substantially all of the assets or business of the Partnership shall not be considered a liquidation, dissolution or winding up of the affairs of the Partnership.

Liquidation Preference. a) Upon 1.4.1 Subject to Section 1.4.6 below, upon any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Partnership, before any distribution or payment shall be made to the holders of any Common Units or Junior Preferred UnitsCompany (each a “Liquidation Event”), the holders of the Series A Preferred Units then outstanding shall be are entitled to be paid, or have the Partnership declare and set apart for payment, out of the assets of the Partnership Company legally available for distribution to its Partners after payment or provision for payment of all debts and other liabilities of the PartnershipMembers, 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) $1,000.00 per unit, plus an amount equal to any accrued (ii) all accumulated and unpaid distributions thereon through and including the date of payment, and (whether or not declarediii) toif the Liquidation Event occurs before the Redemption Premium (as defined below) right expires, but not including, the per unit Redemption Premium in effect on the date of payment or of the date the liquidation preference Liquidation Preference, before any distribution of assets is set apart for payment (the “Liquidating Distributions”)made to holders of any Junior Securities. b) 1.4.2 If upon any such voluntary or involuntary liquidation, dissolution or winding up of the Partnership, Liquidation Event the available assets of the Partnership Company are insufficient to pay the full amount of the Liquidating Distributions Liquidation Preference on all outstanding Series A Preferred Units and Units, the corresponding amounts holders of Junior Securities shall contribute back to the Company any distributions or other payments received from the Company in connection with a Liquidation Event to the extent necessary to enable the Company to pay all sums payable on to the Preferred Members pursuant to this Agreement. If, notwithstanding the funds received from the holders of Junior Securities pursuant to the previous sentence, the available assets of the Company are still insufficient to pay the full amount payable hereunder with respect to all outstanding Parity Preferred Units, then the holders of Series A Preferred Units and Parity Preferred Units Members 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 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) 1.4.3 After payment of the full amount of the Liquidating Distributions Liquidation Preference to which they are entitled, holders of Series A the Preferred Units Members will have no right or claim to any of the remaining assets of the PartnershipCompany. e) For 1.4.4 Upon the avoidance Company’s provision of doubtwritten notice as to the effective date of any Liquidation Event, accompanied by a check or electronic payment in the amount of the full Liquidation Preference to which each record holder of the Preferred Units is entitled, the consolidation, merger or conversion Preferred Units shall no longer be deemed outstanding membership interests of the Partnership Company and all rights of the holders of such Units will terminate. Such notice shall be given by first class mail, postage pre-paid, or via electronic mail to each record holder of the Preferred Units at the respective addresses of such holders as the same shall appear in the records of the Company. Permissible forms of electronic payment pursuant to this paragraph shall include, without limitation, ACH transfers, direct deposits or wire transfers, in each case to be initiated on or before the day on which the related notice is given. 1.4.5 The consolidation or merger of the Company with or into another entity, the merger any other business enterprise or of another entity any other business enterprise with or into the PartnershipCompany, a statutory unit exchange by the Partnership or the sale, lease, transfer lease or conveyance of all or substantially all of the assets or business of the Partnership Company, shall not be considered 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 or the Certificate that has a material adverse effect on the rights and preferences of the affairs Preferred Units, or that increases the number of authorized or issued 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 Partnershipoutstanding Preferred Units voting as a separate class (excluding any interests that were not issued in a private placement of the Preferred Units conducted by H&L Equities, LLC). 1.4.6 The Board, in its sole discretion, may elect not to pay the Preferred Members the sums due pursuant to Section 1.4.1 immediately upon a Liquidation Event but instead choose to first distribute such amounts as may be due to the holders of the Junior Securities hereunder. If the Board elects to exercise this option pursuant to this Section 1.4.6, the Board shall first establish a reserve in an amount equal to 200% of all amounts owed to the Preferred Members pursuant to this Agreement. In the event that the sum held in the reserve is insufficient to pay all amounts owed to the Preferred Members hereunder, the holders of Junior Securities shall contribute back to the Company any distributions or other payments received from the Company in connection with a Liquidation Event to the extent necessary to enable the Company to pay all sums payable to the Preferred Members hereunder. In addition, in the event that the Company elects to establish a reserve for payment of the Liquidation Preference, the 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 Company 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 Company may make a corresponding reduction to the funds set apart for payment of the Liquidation Preference.

Liquidation Preference. (a) Upon any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Partnership, before any distribution or payment shall be made to the holders of any Common Class A Units or Junior any other class or series of Preferred Units of the Partnership ranking, as to rights upon a voluntary or involuntary liquidation, dissolution or winding up of the Partnership, junior to the Series C Preferred Units, the holders of the Series A C Preferred Units then outstanding shall be entitled to be paid, or have the Partnership declare and set apart for payment, paid out of the assets of the Partnership legally available for distribution to its Partners unitholders, after payment of or provision for payment of all the debts and other liabilities of the Partnership and any class or series of Preferred Units of the Partnership ranking, as to rights upon any voluntary or involuntary liquidation, dissolution or winding up of the Partnership, senior to the Series C Preferred Units, a liquidation preference in cash of $25.00 per unit of the Series A C Preferred Unit (the “Base Liquidation Preference”)Units, plus an amount equal to any accrued and unpaid distributions (whether or not authorized or declared) up to, but not includingexcluding, the date of payment or payment. In the date the liquidation preference is set apart for payment (the “Liquidating Distributions”). b) If event that, upon any such voluntary or involuntary liquidation, dissolution or winding up of the Partnershipup, the available assets of the Partnership are insufficient to pay the full amount of the Liquidating Distributions liquidating distributions on all outstanding Series A C Preferred Units and the corresponding amounts payable on all outstanding Parity units of each other class or series of Preferred UnitsUnits ranking, as to rights upon the Partnership’s liquidation, dissolution or winding up, on parity with the Series C Preferred Units in the distribution of assets, then the holders of Series A C Preferred Units and Parity each such other class or series of Preferred Units ranking, as to rights upon any voluntary or involuntary liquidation, dissolution or winding up, on parity with the Series C Preferred Units shall share ratably in any such distribution of assets in proportion to the full Liquidating Distributions liquidating distributions to which they would otherwise be respectively entitled. c) Upon any voluntary 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 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. e) For the avoidance of doubt, the consolidation, . The consolidation or merger or conversion of the Partnership with or into another any other partnership, trust or other entity, the merger of another entity with or into the Partnership, a statutory unit exchange by the Partnership or the voluntary sale, lease, transfer or conveyance of all or substantially all of the assets property or business of the Partnership Partnership, shall not be considered deemed to constitute a liquidation, dissolution or winding up of the affairs Partnership. (b) In determining whether a distribution (other than upon voluntary or involuntary liquidation), redemption or other acquisition of units of the Partnership or otherwise, is permitted under applicable 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 distribution of holders of units of the Partnership shall 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 liquidation of the Partnership, before any distribution or payment shall be made to the holders of any Common Units or Junior Preferred Units, the holders of the Series A C Preferred Units then outstanding shall be are entitled to be paid, or have the Partnership declare and set apart for payment, paid out of the assets of the Partnership legally available for distribution to its Partners after payment or provision for payment of all debts and other liabilities of the Partnership, a liquidation preference in cash equal to the sum of (i) $25.00 per Series A C Preferred Unit Unit, and (the “Base Liquidation Preference”), plus ii) an amount equal to any accrued all accumulated and unpaid distributions (whether or not declared) to, but not including, up to and including the date of payment the redemption, in cash or property at its fair market value as determined by the date General Partner before any distribution of assets is made with respect to OP Units or other Partnership Units ranking junior to Series C Preferred Units with respect to distribution rights or rights upon liquidation of the liquidation preference is set apart for payment (the “Liquidating Distributions”)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 C 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 C 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 C Preferred Units shall share ratably in and any such distribution other Preferred Parity Units if all amounts payable thereon were paid in full. (c) Written notice of assets any such liquidation of the Partnership, stating the payment date or dates when, and the place or places where, the amounts distributable in proportion 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 full Liquidating Distributions payment date stated therein, to which they would otherwise be respectively entitledeach holder of Series C Preferred Units at the respective addresses of such holders as the same shall appear on the records of the Partnership. c(d) Upon any voluntary or involuntary liquidation, dissolution or winding up the liquidation of the Partnership, after payment shall have been made in full to in respect of the Series C Preferred Units, 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 C Preferred Units shall not be entitled to share thereinreceive any further amounts in respect of Series C Preferred Units. d) After payment of the full amount of the Liquidating Distributions to which they are entitled, holders of Series A Preferred Units will have no right or claim to any of the remaining assets of the Partnership. (e) For the avoidance None of doubt, the consolidation, a consolidation or merger or conversion of the Partnership with or into another entity, the a merger of another entity with or into the Partnership, a statutory unit exchange by the Partnership or the 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 considered a liquidation, dissolution or winding up liquidation of the affairs of the PartnershipPartnership for purposes of this Section 5.

Liquidation Preference. (a) Upon In the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Partnership, whether voluntary or involuntary, before any distribution or payment shall be of assets is made to the holders of any Common Units or Junior Preferred Partnership Units, the holders of the Series A Partnership Preferred Units then outstanding shall be entitled to be paidpaid liquidating distributions in cash or property at its fair market value, or have as determined by the Partnership declare and set apart for payment, out board of directors of the assets General Partner, in the amount 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 Partnership Preferred Unit (the “Base Liquidation Preference”)) of $25, plus an amount equal to any accrued and unpaid distributions dividends (whether or not declareddeclared or earned) to, but not including, on one share of Series A Preferred Stock to the date of such liquidation, dissolution or winding up; but such holders shall not be entitled to any further payment. Until the holders of the Series A 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 liquidation, dissolution or winding up of the date the liquidation preference is set apart for payment (the “Liquidating Distributions”). b) If Partnership. If, upon any such voluntary or involuntary liquidation, dissolution or winding up of the Partnership, the available assets of the Partnership are insufficient to pay the full amount of the Liquidating Distributions on all outstanding Series A Preferred Units and the corresponding amounts payable on all outstanding Parity Preferred UnitsPartnership, then or proceeds thereof, distributable among the holders of Series A 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 A 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 A 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 this Section 4, (i) a consolidation or merger of the Partnership with one or more partnerships, or (ii) a sale or transfer of all or substantially all of the Partnership’s assets in proportion shall not be deemed to be a liquidation, dissolution or winding up, voluntary or involuntary, of the full Liquidating Distributions to which they would otherwise be respectively entitledPartnership. c(b) 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 Partnership Preferred Units and any Parity Preferred Partnership Units, as provided in this Section 4, any other series or class or classes of Junior Preferred Partnership Units shall shall, subject to the respective terms thereof, be entitled to receive any and all assets remaining to be paid or distributed, and the holders of the Series A Partnership Preferred Units and any Parity Preferred Partnership Units shall not be entitled to share therein. d) After payment of the full amount of the Liquidating Distributions to which they are entitled, holders of Series A Preferred Units will have no right or claim to any of the remaining assets of the Partnership. e) For the avoidance of doubt, the consolidation, merger or conversion of the Partnership with or into another entity, the merger of another entity with or into the Partnership, a statutory unit exchange by the Partnership or the sale, lease, transfer or conveyance of all or substantially all of the assets or business of the Partnership shall not be considered a liquidation, dissolution or winding up of the affairs of the Partnership.

Liquidation Preference. a) Upon any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Partnership, before any distribution or payment shall be made to the holders of any Common Units or Junior Preferred Units, and, subject to the proportionate rights of holders of Parity Preferred Units, including the Series B Preferred Units, the holders of the Series A C Preferred Units then outstanding shall be entitled to be paid, or have the Partnership declare and set apart aside for payment, out of the assets of the Partnership legally available for distribution to its Partners after payment of or provision for payment of all debts and other liabilities of the Partnership, a liquidation preference in cash of $25.00 per Series A C Preferred Unit (the “Base Liquidation Preference”), plus an amount equal to any accrued and unpaid distributions (whether or not declared) to, but not including, the date of payment or the date the liquidation preference is set apart aside for payment (the “Liquidating Distributions”). b) If upon any such voluntary or involuntary liquidation, dissolution or winding up of the Partnership, the available assets of the Partnership are insufficient to pay the full amount of the Liquidating Distributions on all outstanding Series A 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 A C Preferred Units and any Parity Preferred Units, any other series or class or classes of Junior Preferred Units and Common Units (to the extent assets remain to be paid or distributed to holders of Common Units after satisfying the payment or distribution obligations to holders 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 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. e) For the avoidance of doubt, the consolidation, merger or conversion of the Partnership with or into another entity, the merger of another entity with or into the Partnership, a statutory unit exchange by the Partnership or the sale, lease, transfer or conveyance of all or substantially all of the assets or business of the Partnership shall not be considered deemed to constitute a liquidation, dissolution or winding up of the affairs of the Partnership.

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

Liquidation Preference. (a) Upon any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Partnership, before any distribution or payment shall be made to the holders of any Common Units Class A Units, Class B Units, LTIP Units, or Junior Preferred Units, the holders of the 5.000% Series A Participating Preferred Units then outstanding shall be entitled to be paid, or have the Partnership declare and set apart for payment, out of the assets of the Partnership legally available for distribution to its Partners after payment or provision for payment of all debts and other liabilities of the PartnershipPartnership 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 (iiii) an amount per unit equal to any accrued and unpaid distributions (whether or not declared) to, but not includingexcluding, the date of payment or the date the liquidation preference amount for payment is set apart for payment (the “Liquidating DistributionsFinal Liquidation Preference”). (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 Participating Preferred Units and the corresponding amounts payable on all outstanding Parity Preferred Units, then the holders of 5.000% Series A 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 A 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 A Participating Preferred Units and any Parity Preferred Units shall not be entitled to share therein. d(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 Participating Preferred Units will have no right or claim to any of the remaining assets of the Partnership. e(f) For the avoidance of doubt, the consolidation, consolidation or merger or conversion of the Partnership with or into another entity, the merger of another entity with or into the Partnership, a statutory unit exchange by the Partnership or the sale, lease, transfer or conveyance of all or substantially all of the assets or business of the Partnership shall not be considered a liquidation, dissolution or winding up of the affairs of the Partnership. (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(i) Upon In the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Partnership, before any distribution or payment shall be made to the holders of any Common Units or Junior Preferred Units, the holders of the Series A M Preferred Units then outstanding shall be entitled to be paid, or have the Partnership declare and set apart for payment, receive out of the assets of the Partnership legally available for distribution to its the Partners after payment or provision for payment of all debts and other liabilities pursuant to Section 13.02.A of the Partnership, Partnership Agreement a liquidation preference in cash of $25.00 per Series A M Preferred Unit (the “Base Liquidation Preference”)Unit, plus an amount equal to any accrued accumulated and unpaid distributions (whether or not declaredearned or authorized) to, but not including, to the date of payment or the date the liquidation preference is set apart for payment (the “Liquidating DistributionsSeries M Liquidation Value”), before any distribution of assets is made to holders of any other Partnership Interests that rank junior to the Series M 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 M Preferred Units as to the distribution of assets upon the liquidation, dissolution or winding up of the Partnership. b(ii) If upon any such voluntary or involuntary liquidation, dissolution or winding up of the Partnership, the available assets of the Partnership legally available for distribution to its Partners are insufficient to pay make such full payment to the full amount holders of the Liquidating Distributions on all outstanding Series A M Preferred Units Units, and the corresponding amounts payable on all outstanding Parity other Partnership Interests ranking on a parity with the Series M 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 M Preferred Units Units, and Parity all other holders of such Partnership Interests on a parity with the Series M Preferred Units shall share ratably in any such distribution of assets in proportion to the full Liquidating Distributions liquidating distributions (including, if applicable, accumulated and unpaid distributions) to which they would otherwise be respectively entitled. c) Upon any voluntary or involuntary liquidation, dissolution or winding up of the Partnership, after payment shall have been made in full to the holders of the Series A Preferred Units and any Parity Preferred Units, any other series or class or classes of Junior Preferred Units shall be entitled to receive any and all assets remaining to be paid or distributed, and the holders of the Series A Preferred Units and any Parity Preferred Units shall not be entitled to share therein. d(iii) After payment of the full amount of the Liquidating Distributions to which they are entitledSeries M Liquidation Value, the holders of the Series A M Preferred Units will Units, shall have no right or claim to any of the remaining assets of the Partnership. e(iv) For the avoidance None of doubt, the consolidation, a consolidation or merger or conversion of the Partnership with or into another entity, the a merger of another entity with or into the Partnership, a statutory unit exchange by the Partnership or the a sale, lease, transfer lease or conveyance of all or substantially all of the assets Partnership’s property or business of the Partnership shall not be considered a liquidation, dissolution or winding up of the affairs of the Partnership.

Liquidation Preference. (a) Upon any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Partnership, before any distribution or payment shall be made to the holders of any Common Units or Junior Preferred Units, the holders of the Series A Preferred Units then outstanding shall be entitled to be paid, or have the Partnership declare and set apart for payment, out of the assets of the Partnership legally available for distribution to its Partners after payment or provision for payment of all debts and other liabilities of the Partnership, a liquidation preference in cash of $25.00 per Series A Preferred Unit (the “Base Liquidation Preference”), plus an amount equal to any accrued and unpaid distributions (whether or not declared) to, but not including, the date of payment or the date the liquidation preference is set apart for payment (the “Liquidating Distributions”). b) If upon any such voluntary or involuntary liquidation, dissolution or winding up of the Partnership, the available assets of the Partnership are insufficient to pay the full amount of the Liquidating Distributions on all outstanding Series A Preferred Units and the corresponding amounts payable on all outstanding Parity Preferred Units, then the holders of Series A Preferred Units and Parity Preferred Units shall share ratably in any such distribution of assets in proportion to the full Liquidating Distributions to which they would otherwise be respectively entitled. c) Upon any voluntary or involuntary liquidation, dissolution or winding up of the Partnership, after payment shall have been following any required distribution with respect to any Senior Units properly approved pursuant to Section 9(b) hereof, but prior to and in preference to any distribution being made in full to the holders of the Common Partnership Units and any other Junior Units, each holder of Series A Preferred Units and any Parity Preferred Units, any other series or class or classes of Junior Preferred Partnership Units shall be entitled to receive receive, out of the assets of the Partnership legally available for distribution, a distribution pursuant to Section 13.2.A(4) of the Partnership Agreement, for each Series A Preferred Partnership Unit, in an amount equal to the sum of (i) the Liquidation Preference at such time and (ii) all accrued and unpaid Preferred Return (to the extent not already added to the Liquidation Preference) to (but not including) the date of such cash distribution. (b) In the event that, upon any and such voluntary or involuntary liquidation, dissolution or winding up, the legally available assets of the Partnership are insufficient to pay all assets remaining amounts required to be paid or distributed, and to the holders of the Series A Preferred Partnership Units and any Parity Units, then all of the assets legally available for distribution to the holders of Series A Preferred Partnership Units and any Parity Units shall not be entitled distributed among and paid to share therein. d) the holders of Series A Preferred Partnership Units and any Parity Units, ratably in proportion to the respective amounts that would be payable to such holders if such assets were sufficient to permit payment in full. 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. e(c) For the avoidance purposes of doubt, the consolidation, merger or conversion of the Partnership with or into another entitythis Section 4, the merger of another entity with or into the Partnershipconsolidation, a statutory unit exchange by the Partnership or the saleexchange, lease, transfer or conveyance sale of all or substantially all of the assets of the Partnership or business any other similar reorganization or change of control transaction involving the Partnership shall not be considered deemed to be a liquidation, dissolution or winding up of the affairs of the Partnership.

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

Liquidation Preference. a(1) Upon In the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Partnership, whether voluntary or involuntary, before any payment or distribution of the Partnership (whether capital, surplus or payment otherwise) shall be made to or set apart for the holders of any Common Units or Junior Preferred Partnership Units, the holders of the Series A Class H Partnership Preferred Units then outstanding shall be entitled to be paid, or have the receive Twenty Five Dollars ($25) per Class H 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 "Liqui- dation 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”)Preference in full, plus an amount equal to any accrued and unpaid distributions all dividends (whether or not declareddeclared or earned) toaccumulated, but not including, accrued and unpaid on the Class H Preferred Stock to the date of final distribution to such holders, no payment shall be made to any holder of Junior Partnership Units upon the liquidation, dissolution or winding up of the date the liquidation preference is set apart for payment (the “Liquidating Distributions”). b) If Partnership. If, upon any such voluntary or involuntary liquidation, dissolution or winding up of the Partnership, the available assets of the Partnership, or proceeds thereof, distributable among the holders of Class H Partnership are Preferred Units shall be insufficient to pay in full the full preferential amount aforesaid and liquidating payments on any Parity Partner- ship Units, then such assets, or the proceeds thereof, shall be distributed among the holders of the Liquidating Distributions on all outstanding Series A Class H Partnership Preferred Units and any such Parity Partnership Units ratably in the corresponding same proportion as the respective amounts that would be payable on all outstanding Parity Preferred Units, then the holders of Series A such Class H Partnership Preferred Units and Parity Preferred Units shall share ratably in any such distribution other Parity Partnership Units if all amounts payable thereon were paid in full. For the purposes of this Section 4, (i) a consolidation or merger of the Partnership with one or more partnerships, or (ii) a sale or transfer of all or substantially all of the Partnership's assets in proportion shall not be deemed to be a liquidation, dissolution or winding up, voluntary or involuntary, of the full Liquidating Distributions to which they would otherwise be respectively entitledPartnership. c(2) 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 Class H Partnership Preferred Units and any Parity Preferred Partnership Units, as provided in this Section 4, any other series or class or classes of Junior Preferred Partnership Units shall shall, subject to the respective terms thereof, be entitled to receive any and all assets remaining to be paid or distributed, and the holders of the Series A Class H Partnership Preferred Units and any Parity Preferred Partnership Units shall not be entitled to share therein. d) After payment of the full amount of the Liquidating Distributions to which they are entitled, holders of Series A Preferred Units will have no right or claim to any of the remaining assets of the Partnership. e) For the avoidance of doubt, the consolidation, merger or conversion of the Partnership with or into another entity, the merger of another entity with or into the Partnership, a statutory unit exchange by the Partnership or the sale, lease, transfer or conveyance of all or substantially all of the assets or business of the Partnership shall not be considered a liquidation, dissolution or winding up of the affairs of the Partnership.

Liquidation Preference. a(i) Upon In the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the PartnershipCompany, whether voluntary or involuntary, before any payment or distribution or payment of the assets of the Company shall be made to or set apart for the holders of Junior Units, holders of the Series A Preferred Units shall be entitled to receive an amount equal to the holder's Capital Account in respect of those Series A Preferred Units; but the holders of Series A Preferred Units shall not be entitled to any Common Units further payment. If, upon any such liquidation, dissolution or Junior winding up of the Company, the assets of the Company, or proceeds thereof, distributable to 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 the Series A Preferred Units then outstanding shall and the holders of any such other Parity Units ratably in accordance with the respective amounts that would be entitled to be paid, or have the Partnership declare and set apart for payment, out of the assets of the Partnership legally available for distribution to its Partners after payment or provision for payment of all debts and other liabilities of the Partnership, a liquidation preference in cash of $25.00 per payable on such Series A Preferred Unit (Units and any such other Parity Units if all amounts payable thereon were paid in full. For the “Base Liquidation Preference”purposes of this Section 4.3(e), plus none of (i) a consolidation or merger of the Company with or into one or more entities, (ii) a merger of an amount equal entity with or into the Company, (iii) a statutory share exchange by the Company or (iv) a sale, lease or conveyance of all or substantially all of the Company's assets shall be deemed to any accrued and unpaid distributions (whether or not declared) to, but not including, the date of payment or the date the liquidation preference is set apart for payment (the “Liquidating Distributions”). b) If upon any such voluntary or involuntary be a liquidation, dissolution or winding up up, voluntary or involuntary, of the Partnership, Company. (ii) Subject to the available assets rights 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 PartnershipUnits, after payment shall have been made in full to the holders of the Series A Preferred Units and any Parity Preferred Unitsas provided in this Section, any other series or class or classes of Junior Preferred Units shall shall, subject to any respective terms and provisions applying thereto, be entitled to receive any and all assets remaining to be paid or distributed, and the holders holder of the Series A Preferred Units and any Parity Preferred Units shall not be entitled to share therein. d) After payment of the full amount of the Liquidating Distributions to which they are entitled, holders of Series A Preferred Units will have no right or claim to any of the remaining assets of the Partnership. e) For the avoidance of doubt, the consolidation, merger or conversion of the Partnership with or into another entity, the merger of another entity with or into the Partnership, a statutory unit exchange by the Partnership or the sale, lease, transfer or conveyance of all or substantially all of the assets or business of the Partnership shall not be considered a liquidation, dissolution or winding up of the affairs of the Partnership.

Liquidation Preference. a(i) Upon In the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of Partnership or the PartnershipGeneral Partner, whether voluntary or involuntary, before any payment or distribution or payment shall be made to the holders of any Common Units or Junior Preferred Units, the holders of the Series A Preferred Units then outstanding shall be entitled to be paid, or have the Partnership declare and set apart for payment, out of the assets of the Partnership legally available shall be made to or set apart for distribution to its Partners after payment or provision for payment the holders of all debts and other liabilities Junior Units, holders of the Partnership, a liquidation preference in cash of $25.00 per Series A D-12 Preferred Unit (the “Base Liquidation Preference”), plus Units shall be entitled to receive an amount equal to the holder’s Capital Account in respect of those Series D-12 Preferred Units; but the holders of Series D-12 Preferred Units shall not be entitled to any accrued and unpaid distributions (whether or not declared) tofurther payment. If, but not including, the date of payment or the date the liquidation preference is set apart for payment (the “Liquidating Distributions”). b) If upon any such voluntary or involuntary liquidation, dissolution or winding up of the PartnershipPartnership or the General Partner, the available assets of the Partnership are Partnership, or proceeds thereof, distributable to the holders of Series D-12 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-12 Preferred Units and the corresponding holders of any such other Parity Units ratably in accordance with the respective amounts that would be payable on such Series D-12 Preferred Units and any such other Parity Units if all amounts payable on thereon were paid in full. For the purposes of this Section 2.C, (i) a consolidation or merger of the Partnership or the General Partner with one or more entities, (ii) a statutory share exchange by the Partnership or the General Partner and (iii) a sale or transfer of all outstanding Parity Preferred Unitsor substantially all of the Partnership’s or the General Partner’s assets, then shall not be deemed to 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 A D-12 Preferred Units and Parity Preferred Units shall share ratably in upon any such distribution of assets in proportion to the full Liquidating Distributions to which they would otherwise be respectively entitled. c) Upon any voluntary or involuntary liquidation, dissolution or winding up of the General Partner or the Partnership, after payment shall have been made in full to the holders of the Series A Preferred Units and any Parity D-12 Preferred Units, as provided in this Section, any other series or class or classes of Junior Preferred Units shall shall, subject to any respective terms and provisions applying thereto, be entitled to receive any and all assets remaining to be paid or distributed, and the holders holder of the Series A Preferred Units and any Parity D-12 Preferred Units shall not be entitled to share therein. d) After payment of the full amount of the Liquidating Distributions to which they are entitled, holders of Series A Preferred Units will have no right or claim to any of the remaining assets of the Partnership. e) For the avoidance of doubt, the consolidation, merger or conversion of the Partnership with or into another entity, the merger of another entity with or into the Partnership, a statutory unit exchange by the Partnership or the sale, lease, transfer or conveyance of all or substantially all of the assets or business of the Partnership shall not be considered a liquidation, dissolution or winding up of the affairs of the Partnership.

Liquidation Preference. a(i) Upon any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Partnership, before any distribution or payment shall be made Operating Partnership (referred to the holders of any Common 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, or have the Partnership declare and set apart for payment, paid out of the assets of the Operating Partnership legally available for distribution to its Partners after payment unitholders liquidating distributions, in cash or provision for payment property at its fair market value as determined by the Operating Partnership's General Partner, in the amount 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”)Unit, plus an amount equal to any accrued accumulated and unpaid distributions (whether or not declared) to, but not including, to the date of payment or the date the liquidation preference is set apart for payment (the “Liquidating Distributions”). b) If upon any such voluntary or involuntary liquidation, dissolution before any distribution or winding up payment is made to holders of Common Units or any other equity securities of the Partnership, the available assets of the Operating Partnership are insufficient ranking junior to pay the full amount of the Liquidating Distributions on all outstanding Series A Preferred Units and the corresponding amounts payable on all outstanding Parity Preferred Units, then 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 as to the distribution 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) upon a liquidation. 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 Operating Partnership. e(ii) For In the avoidance event that, upon any liquidation of doubtthe Operating Partnership, the consolidation, merger or conversion available assets of the Operating Partnership are insufficient to pay the amount of the liquidating distributions on all outstanding Series A Preferred Units and the corresponding amounts payable on all other equity securities of the Operating Partnership ranking on a parity with Series A Preferred Units in the distribution of assets upon a liquidation, then the holders of Series A Preferred Units and all other such equity securities shall share ratably in any such distribution of assets in proportion to the full liquidating distributions to which they would otherwise be respectively entitled. (iii) The consolidation or merger of the Operating Partnership with or into another any other entity, or the merger of another entity with or into the Operating Partnership, or a statutory unit exchange by the Partnership Operating Partnership, or the sale, lease, transfer lease or conveyance of all or substantially all of the assets property or business of the Partnership Operating Partnership, shall not be considered deemed to constitute a liquidation, dissolution or winding up liquidation of the affairs Operating Partnership. (iv) The liquidation preference of the Partnershipoutstanding Series A Preferred Units will not be added to the liabilities of the Operating Partnership for the purpose of determining whether under the Delaware Revised Uniform Limited Partnership Act a distribution may be made to unitholders of the Operating Partnership whose preferential rights upon dissolution of the Operating Partnership are junior to those of holders of Series A Preferred Units.

Liquidation Preference. (a) Upon any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Partnership, before any distribution or payment shall be made to the holders of any Common Units or Junior Preferred Units, the holders of the Series A Class [●] Preferred Units then outstanding shall be are entitled to be paid, or have the Partnership declare and set apart for payment, receive out of the assets of the Partnership legally available for distribution to its Partners after payment members or provision for payment of all debts and other liabilities of the Partnership, equity holders however denominated 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) $1,000 per Class [●] Preferred Unit, plus an amount equal to any accrued and (ii) all accumulated but unpaid distributions (whether or not declared) to, but not including, thereon through and including the date of payment payment, and (iii) if applicable, the Redemption Premium (as defined below) then in effect, before any distribution of assets is made to holders of any other class or series of Partnership Units that ranks junior to the date the Class [●] Preferred Units as to liquidation preference is set apart for payment (the “Liquidating Distributions”)rights. (b) If In the event that, upon any such voluntary or involuntary liquidation, dissolution or winding up of the Partnershipup, the legally 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 Class [●] Preferred Units, then the holders of Series A Preferred Units and Parity the Class [●] Preferred Units shall share ratably in any such distribution of assets in proportion to the full Liquidating Distributions liquidating distributions to which they would otherwise be respectively entitled. (c) Upon any voluntary 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 Liquidation Preference to which they are entitled, the holders of Series A the Class [●] Preferred Units will have no right or claim to any of the remaining assets of the Partnership. (d) Upon the Partnership’s provision of written notice as to the effective date of any such liquidation, dissolution or winding up of the Partnership, accompanied by a check or wire transfer of immediately available funds in the amount of the full Liquidation Preference to which each record holder of the Class [●] Preferred Units is entitled, the Class [●] Preferred Units shall no longer be deemed outstanding Partnership Units and all rights of the holders of the Class [●] Preferred Units will terminate. (e) For the avoidance of doubt, the consolidation, The consolidation or merger or conversion of the Partnership with or into another entity, the merger any other business enterprise or of another entity any other business enterprise with or into the Partnership, a statutory unit exchange by the Partnership or the sale, lease, transfer lease or conveyance of all or substantially all of the assets or business of the Partnership Partnership, shall not be considered deemed to constitute a liquidation, dissolution or winding up of the affairs of the Partnership.

Liquidation Preference. a) Upon any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Partnership, before any distribution or payment shall be made to the holders of any Common Units or Junior Preferred Units, the holders of the Series A B Preferred Units then outstanding shall be entitled to be paid, or have the Partnership declare and set apart aside for payment, out of the assets of the Partnership legally available for distribution to its Partners after payment of or provision for payment of all debts and other liabilities of the Partnership, a liquidation preference in cash of $25.00 per Series A B Preferred Unit (the “Base Liquidation Preference”), plus an amount equal to any accrued and unpaid distributions (whether or not declared) to, but not including, the date of payment or the date the liquidation preference is set apart aside for payment (the “Liquidating Distributions”). b) If upon any such voluntary or involuntary liquidation, dissolution or winding up of the Partnership, the available assets of the Partnership are insufficient to pay the full amount of the Liquidating Distributions on all outstanding Series A B Preferred Units and the corresponding amounts payable on all outstanding Parity Preferred Units, then the holders of Series A B Preferred Units and Parity Preferred Units shall share ratably in any such distribution of assets in proportion to the full Liquidating Distributions to which they would otherwise be respectively entitled. c) Upon any voluntary or involuntary liquidation, dissolution or winding up of the Partnership, after payment shall have been made in full to the holders of the Series A 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 A 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. e) For the avoidance of doubt, the consolidation, merger or conversion of the Partnership with or into another entity, the merger of another entity with or into the Partnership, a statutory unit exchange by the Partnership or the sale, lease, transfer or conveyance of all or substantially all of the assets or business of the Partnership shall not be considered 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, before any distribution or payment shall be made Partnership (referred to the holders of any Common Units or Junior Preferred Unitsherein sometimes as a “liquidation”), the holders of the Series A C Preferred Partnership Units then outstanding shall be entitled to be paid, or have the Partnership declare and set apart for payment, receive out of the assets of the Partnership legally available for distribution to its Partners unit holders (after payment or provision for payment of all debts and other liabilities of the Partnership, a ) the sum of (i) the liquidation preference in cash of $25.00 per Series A Preferred Unit unit and (the “Base Liquidation Preference”), plus ii) an amount equal to any accrued and unpaid distributions (whether or not declared) to, but not including, to the date of payment payment, before any distribution of assets is made to holders of Common Partnership Units or any equity securities that the date Partnership may issue that rank junior to the Series C Preferred Partnership Units as to liquidation preference is set apart for payment (the “Liquidating Distributions”)rights. (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 the make full amount payment to holders of the Liquidating Distributions on all outstanding Series A C Preferred Partnership Units, the Series B Preferred Partnership Units and any Partnership Units ranking on parity with the corresponding amounts payable on all outstanding Parity Series C Preferred UnitsPartnership Units as to liquidation rights, then the holders of the Series A C Preferred Partnership Units, the Series B Preferred Partnership Units and Parity all other such Partnership Units ranking on parity with the Series C Preferred Partnership Units as to liquidation rights shall share ratably in any such distribution of assets in proportion to the full Liquidating Distributions liquidating distributions to which they would otherwise be respectively entitled. (c) Upon Written notice of any voluntary or involuntary such liquidation, dissolution or winding up of the Partnership, after stating the payment date or dates when, and the place or places where, the amounts distributable in such circumstances shall have been made in full be payable, shall be given by first class mail, postage pre-paid, not less than 30 nor more than 60 calendar days immediately preceding the payment date stated therein, to the holders each record holder of the Series A C Preferred Partnership Units and any Parity Preferred Units, any other series or class or classes at the respective addresses of Junior Preferred Units such holders as the same shall be entitled to receive any and all assets remaining to be paid or distributed, and appear on the holders unit transfer records of the Series A Preferred Units and any Parity Preferred Units shall not be entitled to share thereinPartnership. (d) After payment of the full amount of the Liquidating Distributions liquidating distributions to which they are entitled, the holders of Series A C Preferred Partnership Units will shall have no right or claim to any of the remaining assets of the Partnership. (e) For the avoidance None of doubt, the consolidation, a consolidation or merger or conversion of the Partnership with or into another entity, the merger of another entity with or into the Partnership, a statutory unit share exchange by the Partnership or the a sale, lease, transfer or conveyance of all or substantially all of the Partnership’s assets or business of the Partnership shall not be considered a liquidation, dissolution or winding up of the affairs Partnership. (f) In determining whether a distribution (other than upon voluntary or involuntary dissolution) by dividend, redemption or other acquisition of Partnership 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 the holders of Series C Preferred Partnership Units will not be added to the Partnership’s total liabilities.

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, whether voluntary or involuntary, before any payment or distribution of the Partnership (whether capital, surplus or payment otherwise) shall be made to or set apart for the holders of any Common Units or the Series 2023-A Junior Preferred Partnership Units, the holders of the Series 2023-A Preferred Units then outstanding shall be entitled to be paid, or have the Partnership declare and set apart for payment, out of the assets of the Partnership legally available for distribution to its Partners after payment or provision for payment of all debts and other liabilities of the Partnership, a liquidation preference in cash of receive $25.00 10.00 per Series 2023-A Preferred Unit (the “Base Series 2023-A Liquidation Preference”), plus an amount per Series 2023-A Preferred Unit equal to any accrued and unpaid all distributions (whether or not declareddeclared or earned) toaccrued and unpaid on the Series 2023-A Preferred Unit; but such holders shall not be entitled to any further payment. Until the holders of the Series 2023-A Preferred Units have been paid the Series 2023-A 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 2023-A Preferred Units to the date of final distribution to such holders, no payment shall be made to any holder of Series 2023-A Junior Partnership Units upon the liquidation, dissolution or winding up of the date the liquidation preference is set apart for payment (the “Liquidating Distributions”). b) If Partnership. If, upon any such voluntary or involuntary liquidation, dissolution or winding up of the Partnership, the available assets of the Partnership are Partnership, or proceeds thereof, distributable among the holders of the Series 2023-A Preferred Units shall be insufficient to pay in full the full preferential amount aforesaid and liquidating payments on any Series 2023-A Parity Partnership Units, then such assets, or the proceeds thereof, shall be distributed among the holders of the Liquidating Distributions on all outstanding Series 2023-A Preferred Units and any such Series 2023-A Parity Partnership Units ratably in the corresponding same proportion as the respective amounts that would be payable on all outstanding Parity Preferred Units, then the holders of such Series 2023-A Preferred Units and Parity Preferred Units shall share ratably in any such distribution of assets other Series 2023-A 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) 4.2 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 2023-A Preferred Units and any Series 2023-A Parity Preferred Partnership Units, as provided in this Section 4, any other series or class or classes of Series 2023-A Junior Preferred Partnership Units shall shall, subject to the respective terms thereof, be entitled to receive any and all assets remaining to be paid or distributed, and the holders of the Series 2023-A Preferred Units and any Series 2023-A Parity Preferred Partnership Units shall not be entitled to share therein. d) After payment of the full amount of the Liquidating Distributions to which they are entitled, holders of Series A Preferred Units will have no right or claim to any of the remaining assets of the Partnership. e) For the avoidance of doubt, the consolidation, merger or conversion of the Partnership with or into another entity, the merger of another entity with or into the Partnership, a statutory unit exchange by the Partnership or the sale, lease, transfer or conveyance of all or substantially all of the assets or business of the Partnership shall not be considered a liquidation, dissolution or winding up of the affairs of the Partnership.

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

Liquidation Preference. (a) Upon any voluntary or involuntary In the event of the liquidation, dissolution or winding up of the affairs of the Partnership, before any distribution whether voluntary or payment shall be made to the holders of any Common Units or Junior Preferred Unitsinvoluntary, the holders of the Series A Preferred Units then outstanding shall be entitled to be paid, or have the Partnership declare and set apart for payment, paid out of the assets of the Partnership legally available for distribution to its Partners after payment or provision for payment of all debts and other liabilities of the Partnership, a liquidation preference in cash of $25.00 per Series A Preferred Unit (the “Base Liquidation Preference”), plus an amount equal to any accrued and unpaid distributions (whether or not declared) to, but not including, to and including the date of the liquidation, dissolution or winding up, before any distribution or payment shall be made to holders of Partnership Units or Junior Preferred Units. In the date the liquidation preference is set apart for payment (the “Liquidating Distributions”). b) If event that, upon any such voluntary or involuntary liquidation, dissolution or winding up of the Partnership, whether voluntary or involuntary, the legally 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 Preferred Units, then the record holders of the Series A Preferred Units and all other 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) 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 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. e(b) For the avoidance The record holders of doubtSeries A Preferred Units shall be entitled to written notice of any such liquidation, the consolidation, dissolution or winding up. The consolidation or merger or conversion of the Partnership with or into another any other trust, partnership, limited liability company, corporation or other entity, or the consolidation or merger of another any other trust, partnership, limited liability company, corporation or other entity with or into the Partnership, a statutory unit exchange by the Partnership or the sale, lease, transfer or conveyance of all or substantially all of the assets or business of the Partnership shall not be considered deemed to constitute a liquidation, dissolution or winding up of the affairs Partnership if, following the transaction, the Series A Preferred Units remain outstanding as duly authorized Partnership Interests of any successor entity having the Partnershipsame rights and preferences as prior to the transaction.

Liquidation Preference. a(1) Upon In the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Partnership, whether voluntary or involuntary, before any payment or distribution of the Partnership (whether capital, surplus or payment otherwise) shall be made to or set apart for the holders of any Common Units or Junior Preferred Partnership Units, the holders of the Series A Class E Partnership Preferred Units then outstanding shall be entitled to be paid, or have the receive One Dollar ($1.00) per Class E Partnership declare and set apart for payment, out of the assets of the Partnership legally available for distribution to its Partners after payment or provision for payment of all debts and other liabilities of the Partnership, a liquidation preference in cash of $25.00 per Series A Preferred Unit (the “Base "Liquidation Preference”"), plus an amount equal to any accrued and the Special Dividend if such dividend is unpaid distributions (whether or not declared) to, but not including, on the date of payment or final distribution to such holders. Until the holders of the Class E Partnership Preferred Units have been paid the Liquidation Preference in full, plus an amount equal to the Special Dividend if such dividend is unpaid on the date of final distribution to such holders, no payment shall be made to any holder of Junior Partnership Units upon the liquidation preference is set apart for payment (liquidation, dissolution or winding up of the “Liquidating Distributions”). b) If Partnership. If, upon any such voluntary or involuntary liquidation, dissolution or winding up of the Partnership, the available assets of the Partnership, or proceeds thereof, distributable among the holders of Class E Partnership are Preferred Units shall be insufficient to pay in full the full preferen- tial amount aforesaid and liquidating payments on any Parity Partnership Units, then such assets, or the proceeds thereof, shall be distributed among the holders of the Liquidating Distributions on all outstanding Series A Class E Partnership Preferred Units and any such Parity Partnership Units ratably in the corresponding same proportion as the respective amounts that would be payable on all outstanding Parity Preferred Units, then the holders of Series A such Class E Partnership Preferred Units and Parity Preferred Units shall share ratably in any such distribution other Parity Partnership Units if all amounts payable thereon were paid in full. For the purposes of this Section 4, (i) a consolidation or merger of the Partnership with one or more partnerships, or (ii) a sale or transfer of all or substantially all of the Partnership's assets in proportion shall not be deemed to be a liquidation, dissolution or winding up, voluntary or involuntary, of the full Liquidating Distributions to which they would otherwise be respectively entitledPartnership. c(2) 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 Class E Partnership Preferred Units and any Parity Preferred Partnership Units, as provided in this Section 4, any other series or class or classes of Junior Preferred Partnership Units shall shall, subject to the respective terms thereof, be entitled to receive any and all assets remaining to be paid or distributed, and the holders of the Series A Preferred Units and any Parity Class E Partnership Preferred Units shall not be entitled to share therein. d) After payment of therein on the full amount of same basis as the Liquidating Distributions to which they are entitled, holders of Series A Preferred Partnership Common Units will have no right or claim to any of the remaining assets of the Partnership(on a per unit basis). e) For the avoidance of doubt, the consolidation, merger or conversion of the Partnership with or into another entity, the merger of another entity with or into the Partnership, a statutory unit exchange by the Partnership or the sale, lease, transfer or conveyance of all or substantially all of the assets or business of the Partnership shall not be considered a liquidation, dissolution or winding up of the affairs of the Partnership.

Liquidation Preference. a) Upon any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Partnership, before any distribution or payment shall be made to the holders of any Common OP Units or Junior any other class or series of Partnership Interest of the Partnership ranking, as to distribution rights and rights upon liquidation, dissolution or winding up of the Partnership, junior to the Series D Preferred Units, the holders of the Series A D Preferred Units then outstanding shall be entitled to be paid, or have the Partnership declare and set apart for payment, paid out of the assets of the Partnership legally available for distribution to its Partners after payment or provision for payment of all debts and other liabilities of the Partnership, partners a liquidation preference in cash of $25.00 per Series A Preferred Unit (the “Base Liquidation Preference”)unit, plus an amount equal to any accrued and unpaid distributions (whether or not authorized or declared) to, but not including, to and including the date of payment or the date the liquidation preference is set apart for payment (the “Liquidating Distributions”). b) If payment, but without interest. If, upon any such voluntary or involuntary liquidation, dissolution or winding up of the Partnershipup, the available assets of the Partnership are insufficient to pay the full amount of the Liquidating Distributions liquidating distributions on all outstanding Series A D Preferred Units and the corresponding amounts payable on all outstanding Preferred Parity Preferred Units, then the holders of the Series A D Preferred Units and each such holder of any Preferred 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) Upon . Written notice of any such voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Partnership, after stating the payment shall have been made in full to the holders of the Series A Preferred Units and any Parity Preferred Units, any other series date or class or classes of Junior Preferred Units shall be entitled to receive any and all assets remaining to be paid or distributeddates 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 Series D Preferred Units at the respective addresses of such holders as the same shall appear on the ownership records of the Series A Preferred Units and any Parity Preferred Units shall not be entitled to share therein. d) Partnership. After payment of the full amount of the Liquidating Distributions liquidating distributions to which they are entitled, the holders of Series A D Preferred Units will shall have no right or claim to any of the remaining assets of the Partnership. e) For the avoidance of doubt, the consolidation, . The consolidation or merger or conversion of the Partnership with or into another any other corporation, trust or other entity, the merger of another entity with or into the Partnership, a statutory unit exchange by the Partnership or the voluntary sale, lease, transfer or conveyance of all or substantially all of the assets property or business of the Partnership Partnership, shall not be considered deemed to constitute a liquidation, dissolution or winding up of the affairs of the Partnership.

Liquidation Preference. (a) Upon any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Partnership, before any distribution or payment shall be made to the holders of any Common Units Class A Units, Class B Units, LTIP Units, or Junior Preferred Units, the holders of the [ ]% Series A C Participating Preferred Units then outstanding shall be entitled to be paid, or have the Partnership declare and set apart for payment, out of the assets of the Partnership legally available for distribution to its Partners after payment or provision for payment of all debts and other liabilities of the PartnershipPartnership 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 distributions (whether or not declared) to, but not includingexcluding, the date of payment or the date the liquidation preference amount for payment is set apart for payment (the “Liquidating DistributionsFinal Liquidation Preference”). (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 [ ]% Series A C Participating Preferred Units and the corresponding amounts payable on all outstanding Parity Preferred Units, then the holders of [ ]% Series A C 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 March 31, 2021, 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 [ ]% Series A C 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 [ ]% Series A C Participating Preferred Units and any Parity Preferred Units shall not be entitled to share therein. d(e) After payment of the full amount of the Liquidating Distributions Final Liquidation Preference to which they are entitled, holders of [ ]% Series A C Participating Preferred Units will have no right or claim to any of the remaining assets of the Partnership. e(f) For the avoidance of doubt, the consolidation, consolidation or merger or conversion of the Partnership with or into another entity, the merger of another entity with or into the Partnership, a statutory unit exchange by the Partnership or the sale, lease, transfer or conveyance of all or substantially all of the assets or business of the Partnership shall not be considered a liquidation, dissolution or winding up of the affairs of the Partnership. (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 Partnership, whether voluntary or involuntary, before any payment or distribution of the Partnership (whether capital, surplus or payment otherwise) shall be made to or set apart for the holders of any Common Units or Junior Preferred Partnership Units, the holders of the Series A Class Z Partnership Preferred Units then outstanding shall be entitled to be paid, or have the receive Twenty-Five Dollars ($25.00) per Class Z 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 per Class Z Partnership Preferred Unit equal to any accrued and unpaid distributions all dividends (whether or not declareddeclared or earned) toaccumulated, but not including, accrued and unpaid on one share of Class Z Preferred Stock to the date of payment final distribution to such holders; but such holders shall not be entitled to any further payment. Until the holders of the Class Z 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 Z Preferred Stock to the date of final distribution to such holders, no payment shall be made to any holder of Junior Partnership Units upon the liquidation preference is set apart for payment (liquidation, dissolution or winding up of the “Liquidating Distributions”). b) If Partnership. If, upon any such voluntary or involuntary liquidation, dissolution or winding up of the Partnership, the available assets of the Partnership, or proceeds thereof, distributable among the holders of Class Z Partnership are Preferred Units shall be insufficient to pay in full the full 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 the Liquidating Distributions on all outstanding Series A Class Z Partnership Preferred Units and any such Parity Partnership Units ratably in the corresponding same proportion as the respective amounts that would be payable on all outstanding Parity Preferred Units, then the holders of Series A such Class Z Partnership Preferred Units and Parity Preferred Units shall share ratably in any such distribution other Parity Partnership Units if all amounts payable thereon were paid in full. For the purposes of this Section 4, (i) a consolidation or merger of the Partnership with one or more partnerships, or (ii) a sale or transfer of all or substantially all of the Partnership’s assets in proportion shall not be deemed to be a liquidation, dissolution or winding up, voluntary or involuntary, of the full Liquidating Distributions to which they would otherwise be respectively entitledPartnership. c(b) 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 Class Z Partnership Preferred Units and any Parity Preferred Partnership Units, as provided in this Section 4, any other series or class or classes of Junior Preferred Partnership Units shall shall, subject to the respective terms thereof, be entitled to receive any and all assets remaining to be paid or distributed, and the holders of the Series A Class Z Partnership Preferred Units and any Parity Preferred Partnership Units shall not be entitled to share therein. d) After payment of the full amount of the Liquidating Distributions to which they are entitled, holders of Series A Preferred Units will have no right or claim to any of the remaining assets of the Partnership. e) For the avoidance of doubt, the consolidation, merger or conversion of the Partnership with or into another entity, the merger of another entity with or into the Partnership, a statutory unit exchange by the Partnership or the sale, lease, transfer or conveyance of all or substantially all of the assets or business of the Partnership shall not be considered a liquidation, dissolution or winding up of the affairs of the Partnership.

Liquidation Preference. (a) Upon any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Partnership, before any distribution or payment shall be made to the holders of any Common Partnership Units or Junior Preferred Units, the holders of the Series A C Preferred Units then outstanding shall be entitled to be paid, or have the Partnership declare and set apart for payment, out of the assets of the Partnership legally available for distribution to its Partners after payment or provision for payment of all debts and other liabilities of the Partnership, a liquidation preference in cash 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 distributions (whether or not declared) to, but not and including, the date of payment or the date the liquidation preference is set apart for payment (the “Liquidating Distributions”). (b) If upon any such voluntary or involuntary liquidation, dissolution or winding up of the Partnership, the available assets of the Partnership are insufficient to pay the full amount of the Liquidating Distributions on all outstanding Series A 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 A 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 A 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. (e) For the avoidance of doubt, the consolidation, consolidation or merger or conversion of the Partnership with or into another entity, the merger of another entity with or into the Partnership, a statutory unit exchange by the Partnership or the sale, lease, transfer or conveyance of all or substantially all of the assets or business of the Partnership shall not be considered a liquidation, dissolution or winding up of the affairs of the Partnership.

Liquidation Preference. (a) Upon In the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Partnership, whether voluntary or involuntary, before any payment or distribution of the Partnership (whether capital, surplus or payment otherwise) shall be made to or set apart for the holders of any Common Units or Junior Preferred Partnership Units, the holders of the Series A Class W Partnership Preferred Units then outstanding shall be entitled to be paid, or have the receive Fifty-Two Dollars and Fifty Cents ($52.50) per Class W 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 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 accrued and unpaid distributions all dividends (whether or not declareddeclared or earned) toaccumulated, but not including, accrued and unpaid on the Class W Preferred Stock to the date of final distribution to such holders, no payment shall be made to any holder of Junior Partnership Units upon the liquidation, dissolution or winding up of the date the liquidation preference is set apart for payment (the “Liquidating Distributions”). b) If Partnership. If, upon any such voluntary or involuntary liquidation, dissolution or winding up of the Partnership, the available assets of the Partnership, or proceeds thereof, distributable among the holders of Class W Partnership are Preferred Units shall be insufficient to pay in full the full 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 the Liquidating Distributions on all outstanding Series A Class W Partnership Preferred Units and any such Parity Partnership Units ratably in the corresponding same proportion as the respective amounts that would be payable on all outstanding Parity Preferred Units, then the holders of Series A such Class W Partnership Preferred Units and Parity Preferred Units shall share ratably in any such distribution other Parity Partnership Units if all amounts payable thereon were paid in full. For the purposes of this Section 4, (i) a consolidation or merger of the Partnership with one or more partnerships, or (ii) a sale or transfer of all or substantially all of the Partnership's assets in proportion shall not be deemed to be a liquidation, dissolution or winding up, voluntary or involuntary, of the full Liquidating Distributions to which they would otherwise be respectively entitledPartnership. c(b) 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 Class W Partnership Preferred Units and any Parity Preferred Partnership Units, as provided in this Section 4, any other series or class or classes of Junior Preferred Partnership Units shall shall, subject to the respective terms thereof, be entitled to receive any and all assets remaining to be paid or distributed, and the holders of the Series A Class W Partnership Preferred Units and any Parity Preferred Partnership Units shall not be entitled to share therein. d) After payment of the full amount of the Liquidating Distributions to which they are entitled, holders of Series A Preferred Units will have no right or claim to any of the remaining assets of the Partnership. e) For the avoidance of doubt, the consolidation, merger or conversion of the Partnership with or into another entity, the merger of another entity with or into the Partnership, a statutory unit exchange by the Partnership or the sale, lease, transfer or conveyance of all or substantially all of the assets or business of the Partnership shall not be considered a liquidation, dissolution or winding up of the affairs of the Partnership.