Common use of Liquidation Preference Clause in Contracts

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

Liquidation Preference. (a) In the event of any voluntary or involuntary liquidation, dissolution or winding-up of the Partnership, before any payment or distribution of the assets of the Partnership (whether capital or surplus) shall be made to or set apart for the holders of Common Units or any other partnership interests in the Partnership or Units ranking junior to the Series B H Preferred Units as to the distribution of assets upon the liquidation, dissolution or winding-up of the Partnership, the holders of the Series B H Preferred Units shall, with respect to each such Unit, be entitled to receive, out of the assets of the Partnership available for distribution to Partners after payment or provision for payment of all debts and other liabilities of the Partnership and subject to the rights of the holders of any series of Preferred Units ranking senior to or on parity with the Series H Preferred Units with respect to payment of amounts upon liquidation, dissolution or winding-up of the Partnership, an amount equal to $1,000.00 (or property having a fair market value as determined by the greater of (i) General Partner valued at $50.001,000.00 per Series H Preferred Unit), plus an amount equal to all distributions (whether or not earned or declared) accrued and unpaid thereon to the date of final distribution (including all accumulated and unpaid distributions). (iib) the amount that a holder of such Series B Preferred Unit would have received upon final distribution in respect of the number of Common Units into which such Series B Preferred Unit was convertible immediately prior to such date of final distribution (but no amount shall be paid in respect of the foregoing clause (ii) after the Fifteenth Anniversary Date) ifIf, upon any such voluntary or involuntary liquidation, dissolution or winding-up of the Partnership, the assets of the Partnership, or proceeds thereof, distributable among the holders of the Series B H Preferred Units are insufficient to pay in full the preferential amount aforesaid on the Series B H Preferred Units and liquidating payments on any other Units or partnership interests in the Partnership of any class or series ranking, as to payment of distributions and amounts upon the liquidation, dissolution or winding-up of the Partnership, on a parity with the Series B H Preferred Units, then such assets, or the proceeds thereof, shall be distributed among the holders of Series B H Preferred Units and any such other Units or partnership interests in the Partnership ratably in accordance with the respective amounts that would be payable on such Series B H Preferred Units and such other Units or partnership interests in the Partnership if all amounts payable thereon were paid in full. For the purposes of this Section 6, none of (i) a consolidation or merger of the Partnership with or into another entity, (ii) a merger of another entity with or into the Partnership or (iii) a sale, lease or conveyance of all or substantially all of the Partnership’s assets, properties or business shall be deemed to be a liquidation, dissolution or winding-up of the Partnership. (bc) Written notice of 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 H Preferred Units at the respective addresses of such holders as the same shall appear on the transfer records of the Partnership. (cd) After payment of the full amount of liquidating distributions to which they are entitled as provided in Section 6(a7(a) of this Schedule AF, the holders of Series B H Preferred Units shall have no right or claim to any of the remaining assets of the Partnership. (e) For the purposes of this Section 7, none of (i) a consolidation or merger of the Partnership with or into another entity, (ii) a merger of another entity with or into the Partnership or (iii) a sale, lease or conveyance of all or substantially all of the Partnership’s assets, properties or business shall be deemed to be a liquidation, dissolution or winding-up of the Partnership (unless all or substantially all of the proceeds thereof are distributed by the Partnership, in which case a liquidation, dissolution or winding-up of the Partnership shall be deemed to have occurred).

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

Liquidation Preference. (a) In the event of Upon any voluntary or involuntary liquidation, dissolution or winding-winding up of the Partnership, before any payment allocation of income or distribution of the assets of gain by the Partnership (whether capital or surplus) shall be made to or set apart for the holders of Common Units or any other partnership interests in the Junior Partnership or Units ranking junior Units, to the Series B Preferred Units as to the distribution of assets upon the liquidation, dissolution or winding-up of the Partnershipextent possible, the holders of the Series B Preferred Units shall, with respect to each such Unit, shall be entitled to receive, out of be allocated income and gain to effectively enable them to receive a liquidation preference (the assets of the Partnership available for distribution to Partners after payment or provision for payment of all debts and other liabilities of the Partnership, an amount equal to the greater “Liquidation Preference”) of (i) $50.0025 per Preferred Unit, plus an amount equal to all (ii) accumulated, accrued and unpaid distributions (whether or not earned or declared) accrued and unpaid thereon to the date of final distribution and (ii) to such holders; but such holders shall not be entitled to any further allocation of income or gain. Until all holders of the amount that a Preferred Units have been paid the Liquidation Preference in full, no allocation of income or gain will be made to any holder of such Series B Preferred Unit would have received Junior Units upon final distribution in respect of the number of Common Units into which such Series B Preferred Unit was convertible immediately prior to such date of final distribution (but no amount shall be paid in respect of the foregoing clause (ii) after the Fifteenth Anniversary Date) if, upon any such voluntary or involuntary liquidation, dissolution or winding-winding up of the Partnership. (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 the Series B Preferred Partnership Units are shall be insufficient to pay in full the preferential amount aforesaid on the Series B Preferred Units Liquidation Preference and liquidating payments on any other Units or partnership interests in the Parity Partnership of any class or series rankingUnits, as to payment of distributions and amounts upon the liquidation, dissolution or winding-up of then following certain allocations made by the Partnership, on a parity with the Series B Preferred Units, then such assets, or the proceeds thereof, shall be distributed among the holders of Series B Preferred Units and any such other Parity Partnership Units or partnership interests ratably in the Partnership ratably in accordance with same proportion as the respective amounts that would be payable on such Series B Preferred Units and any such other Parity Partnership Units or partnership interests in the Partnership if all amounts payable thereon were paid in full. For . (c) A voluntary or involuntary liquidation, dissolution or winding up of the purposes of this Section 6, none of (i) Partnership will not include a consolidation or merger of the Partnership with one or into another entitymore partnerships, (ii) corporations or other entities, or a merger of another entity with sale or into the Partnership or (iii) a sale, lease or conveyance transfer of all or substantially all of the Partnership’s assets, properties or business shall be deemed to be a . (d) Upon any liquidation, dissolution or winding-up of the Partnership. (b) Written notice of such liquidation, dissolution or winding-winding up of the Partnership, stating after all allocations shall have been made in full to the payment date holders of Preferred Units and any Parity Partnership Units to enable them to receive their respective liquidation preferences, any Junior Partnership Units shall be entitled to receive any and all assets remaining to be paid or dates whendistributed, 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 holders of the Series B Preferred Units at the respective addresses of such holders as the same shall appear on the transfer records of the Partnership. (c) After payment of the full amount of liquidating distributions to which they are entitled as provided in Section 6(a) of this Schedule A, the holders of Series B Preferred and any Parity Partnership Units shall have no right or claim not be entitled to any of the remaining assets of the Partnershipshare therein.

Liquidation Preference. (a) In the event of any voluntary or involuntary liquidation, dissolution or winding-up of the Partnership, before any payment or distribution of the assets of the Partnership (whether capital or surplus) shall be made to or set apart for the holders of Common Units or any other partnership interests in the Partnership or Units ranking junior to the Series B I Preferred Units as to the distribution of assets upon the liquidation, dissolution or winding-up of the Partnership, the holders of the Series B I Preferred Units shall, with respect to each such Unit, be entitled to receive, out of the assets of the Partnership available for distribution to Partners after payment or provision for payment of all debts and other liabilities of the Partnership and subject to the rights of the holders of any series of Preferred Units ranking senior to or on parity with the Series I Preferred Units with respect to payment of amounts upon liquidation, dissolution or winding-up of the Partnership, an amount equal to $1,000.00 (or property having a fair market value as determined by the greater of (i) General Partner valued at $50.001,000.00 per Series I Preferred Unit), plus an amount equal to all distributions (whether or not earned or declared) accrued and unpaid thereon to the date of final distribution (including all accumulated and unpaid distributions). (iib) the amount that a holder of such Series B Preferred Unit would have received upon final distribution in respect of the number of Common Units into which such Series B Preferred Unit was convertible immediately prior to such date of final distribution (but no amount shall be paid in respect of the foregoing clause (ii) after the Fifteenth Anniversary Date) ifIf, upon any such voluntary or involuntary liquidation, dissolution or winding-up of the Partnership, the assets of the Partnership, or proceeds thereof, distributable among the holders of the Series B I Preferred Units are insufficient to pay in full the preferential amount aforesaid on the Series B I Preferred Units and liquidating payments on any other Units or partnership interests in the Partnership of any class or series ranking, as to payment of distributions and amounts upon the liquidation, dissolution or winding-up of the Partnership, on a parity with the Series B I Preferred Units, then such assets, or the proceeds thereof, shall be distributed among the holders of Series B I Preferred Units and any such other Units or partnership interests in the Partnership ratably in accordance with the respective amounts that would be payable on such Series B I Preferred Units and such other Units or partnership interests in the Partnership if all amounts payable thereon were paid in full. . (c) Written notice of 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 H Preferred Units at the respective addresses of such holders as the same shall appear on the transfer records of the Partnership. (d) After payment of the full amount of liquidating distributions to which they are entitled as provided in Section 6(a) of this Schedule G, the holders of Series I Preferred Units shall have no right or claim to any of the remaining assets of the Partnership. (e) For the purposes of this Section 6, none of (i) a consolidation or merger of the Partnership with or into another entity, (ii) a merger of another entity with or into the Partnership or (iii) a sale, lease or conveyance of all or substantially all of the Partnership’s assets, properties or business shall be deemed to be a liquidation, dissolution or winding-up of the Partnership (unless all or substantially all of the proceeds thereof are distributed by the Partnership. (b) Written notice of such , in which case a 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 Partnership shall be payable, shall be given by first class mail, postage pre-paid, not less than 30 nor more than 60 days prior deemed to the payment date stated therein, to each record holder of the Series B Preferred Units at the respective addresses of such holders as the same shall appear on the transfer records of the Partnershiphave occurred). (c) After payment of the full amount of liquidating distributions to which they are entitled as provided in Section 6(a) of this Schedule A, the holders of Series B Preferred Units shall have no right or claim to any of the remaining assets of the Partnership.

Liquidation Preference. (a) In the event of Upon any voluntary or involuntary liquidation, dissolution or winding-winding up of the Partnership, before any payment allocation of income or distribution of the assets of gain by the Partnership (whether capital or surplus) shall be made to or set apart for the holders of Common Units or any other partnership interests in the Junior Partnership or Units ranking junior Units, to the Series B Preferred Units as to the distribution of assets upon the liquidation, dissolution or winding-up of the Partnershipextent possible, the holders of the Series B Preferred Units shall, with respect to each such Unit, shall be entitled to receive, out of be allocated income and gain to the assets of extent necessary to enable them to receive a liquidation preference (the Partnership available for distribution to Partners after payment or provision for payment of all debts and other liabilities of the Partnership, an amount “Liquidation Preference”) per Preferred Unit equal to the greater sum of (i) $50.0025 plus (ii) any accumulated, plus an amount equal to all accrued and unpaid distributions (whether or not earned or declared) accrued and unpaid thereon to the date of final distribution and (ii) to such holders; but such holders will not be entitled to any further payment or allocation. Until all holders of the amount that a Preferred Units have been paid the Liquidation Preference in full, no allocation of income or gain will be made to any holder of such Series B Preferred Unit would have received Junior Partnership Units upon final distribution in respect the liquidation, dissolution or winding up of the number of Common Units into which such Series B Preferred Unit was convertible immediately prior to such date of final distribution Partnership. (but no amount shall be paid in respect of the foregoing clause (iib) after the Fifteenth Anniversary Date) ifIf, upon any such voluntary or involuntary liquidation, dissolution or winding-winding up of the Partnership, the assets of the Partnership, or proceeds thereof, distributable among the holders of the Series B Preferred Units are shall be insufficient to pay in full the preferential amount aforesaid on the Series B Preferred Units Liquidation Preference and liquidating payments on any other Units or partnership interests in the Parity Partnership of any class or series ranking, as to payment of distributions and amounts upon the liquidation, dissolution or winding-up of the Partnership, on a parity with the Series B Preferred Units, then following appropriate allocations of Partnership income, gain, deduction and loss, such assets, or the proceeds thereof, shall be distributed among the holders of Series B Preferred Units and any such other Parity Partnership Units or partnership interests ratably in the Partnership ratably in accordance with same proportion as the respective amounts that would be payable on such Series B Preferred Units and any such other Parity Partnership Units or partnership interests in the Partnership if all amounts payable thereon were paid in full. For . (c) A voluntary or involuntary liquidation, dissolution or winding up of the purposes of this Section 6, none of (i) Partnership will not include a consolidation or merger of the Partnership with one or into another entitymore partnerships, (ii) corporations or other entities, or a merger of another entity with sale or into the Partnership or (iii) a sale, lease or conveyance transfer of all or substantially all of the Partnership’s assets, properties . (d) Upon any voluntary or business shall be deemed to be a involuntary liquidation, dissolution or winding-up of the Partnership. (b) Written notice of such liquidation, dissolution or winding-winding up of the Partnership, stating after all allocations shall have been made in full to the payment date holders of Preferred Units and any Parity Partnership Units to the extent necessary to enable them to receive their respective liquidation preferences, any Junior Partnership Units shall be entitled to receive any and all assets remaining to be paid or dates whendistributed, 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 holders of the Series B Preferred Units at the respective addresses of such holders as the same shall appear on the transfer records of the Partnership. (c) After payment of the full amount of liquidating distributions to which they are entitled as provided in Section 6(a) of this Schedule A, the holders of Series B Preferred and any Parity Partnership Units shall have no right or claim not be entitled to any of the remaining assets of the Partnershipshare therein.

Liquidation Preference. (a) In the event of Upon any voluntary or involuntary liquidation, dissolution or winding-winding up of the Partnership, before any payment allocation of income or distribution of the assets of gain by the Partnership (whether capital or surplus) shall be made to or set apart for the holders of Common Units or any other partnership interests in the Junior Partnership or Units ranking junior Units, to the Series B Preferred Units as to the distribution of assets upon the liquidation, dissolution or winding-up of the Partnershipextent possible, the holders of the Series B Preferred Units shall, with respect to each such Unit, shall be entitled to receive, out of be allocated income and gain to effectively enable them to receive a liquidation preference (the assets of the Partnership available for distribution to Partners after payment or provision for payment of all debts and other liabilities of the Partnership, an amount equal to the greater “Liquidation Preference”) of (i) $50.0025 per Preferred Unit, plus an amount equal to all (ii) accumulated, accrued and unpaid distributions (whether or not earned or declared) accrued and unpaid thereon to the date of final distribution and (ii) to such holders; but such holders shall not be entitled to any further payment or allocation. Until all holders of the amount that a Preferred Units have been paid the Liquidation Preference in full, no allocation of income or gain will be made to any holder of such Series B Preferred Unit would have received Junior Units upon final distribution in respect of the number of Common Units into which such Series B Preferred Unit was convertible immediately prior to such date of final distribution (but no amount shall be paid in respect of the foregoing clause (ii) after the Fifteenth Anniversary Date) if, upon any such voluntary or involuntary liquidation, dissolution or winding-winding up of the Partnership. (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 the Series B Preferred Partnership Units are shall be insufficient to pay in full the preferential amount aforesaid on the Series B Preferred Units Liquidation Preference and liquidating payments on any other Units or partnership interests in the Parity Partnership of any class or series rankingUnits, as to payment of distributions and amounts upon the liquidation, dissolution or winding-up of then following certain allocations made by the Partnership, on a parity with the Series B Preferred Units, then such assets, or the proceeds thereof, shall be distributed among the holders of Series B Preferred Units and any such other Parity Partnership Units or partnership interests ratably in the Partnership ratably in accordance with same proportion as the respective amounts that would be payable on such Series B Preferred Units and any such other Parity Partnership Units or partnership interests in the Partnership if all amounts payable thereon were paid in full. For . (c) A voluntary or involuntary liquidation, dissolution or winding up of the purposes of this Section 6, none of (i) Partnership will not include a consolidation or merger of the Partnership with one or into another entitymore partnerships, (ii) corporations or other entities, or a merger of another entity with sale or into the Partnership or (iii) a sale, lease or conveyance transfer of all or substantially all of the Partnership’s assets, properties or business shall be deemed to be a . (d) Upon any liquidation, dissolution or winding-up of the Partnership. (b) Written notice of such liquidation, dissolution or winding-winding up of the Partnership, stating after all allocations shall have been made in full to the payment date holders of Preferred Units and any Parity Partnership Units to enable them to receive their respective liquidation preferences, any Junior Partnership Units shall be entitled to receive any and all assets remaining to be paid or dates whendistributed, 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 holders of the Series B Preferred Units at the respective addresses of such holders as the same shall appear on the transfer records of the Partnership. (c) After payment of the full amount of liquidating distributions to which they are entitled as provided in Section 6(a) of this Schedule A, the holders of Series B Preferred and any Parity Partnership Units shall have no right or claim not be entitled to any of the remaining assets of the Partnershipshare therein.

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

Liquidation Preference. (a) In the event of any voluntary or involuntary liquidation, dissolution or winding-up of the Partnership, before any payment or distribution of the assets of the Partnership (whether capital or surplus) shall be made to or set apart for the holders of Common Units or any other partnership interests in the Partnership or Units ranking junior to the Series B J Preferred Units as to the distribution of assets upon the liquidation, dissolution or winding-up of the Partnership, the holders of the Series B J Preferred Units shall, with respect to each such Unit, be entitled to receive, out of the assets of the Partnership available for distribution to Partners after payment or provision for payment of all debts and other liabilities of the Partnership and subject to the rights of the holders of any series of Preferred Units ranking senior to or on parity with the Series J Preferred Units with respect to payment of amounts upon liquidation, dissolution or winding-up of the Partnership, an amount equal to $1,000.00 (or property having a fair market value as determined by the greater of (i) General Partner valued at $50.001,000.00 per Series J Preferred Unit), plus an amount equal to all distributions (whether or not earned or declared) accrued and unpaid thereon to the date of final distribution (including all accumulated and unpaid distributions). (iib) the amount that a holder of such Series B Preferred Unit would have received upon final distribution in respect of the number of Common Units into which such Series B Preferred Unit was convertible immediately prior to such date of final distribution (but no amount shall be paid in respect of the foregoing clause (ii) after the Fifteenth Anniversary Date) ifIf, upon any such voluntary or involuntary liquidation, dissolution or winding-up of the Partnership, the assets of the Partnership, or proceeds thereof, distributable among the holders of the Series B J Preferred Units are insufficient to pay in full the preferential amount aforesaid on the Series B J Preferred Units and liquidating payments on any other Units or partnership interests in the Partnership of any class or series ranking, as to payment of distributions and amounts upon the liquidation, dissolution or winding-up of the Partnership, on a parity with the Series B J Preferred Units, then such assets, or the proceeds thereof, shall be distributed among the holders of Series B J Preferred Units and any such other Units or partnership interests in the Partnership ratably in accordance with the respective amounts that would be payable on such Series B J Preferred Units and such other Units or partnership interests in the Partnership if all amounts payable thereon were paid in full. For the purposes of this Section 6, none of (i) a consolidation or merger of the Partnership with or into another entity, (ii) a merger of another entity with or into the Partnership or (iii) a sale, lease or conveyance of all or substantially all of the Partnership’s assets, properties or business shall be deemed to be a liquidation, dissolution or winding-up of the Partnership. (bc) Written notice of 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 J Preferred Units at the respective addresses of such holders as the same shall appear on the transfer records of the Partnership. (cd) After payment of the full amount of liquidating distributions to which they are entitled as provided in Section 6(a7(a) of this Schedule AI, the holders of Series B J Preferred Units shall have no right or claim to any of the remaining assets of the Partnership. (e) For the purposes of this Section 7, none of (i) a consolidation or merger of the Partnership with or into another entity, (ii) a merger of another entity with or into the Partnership or (iii) a sale, lease or conveyance of all or substantially all of the Partnership’s assets, properties or business shall be deemed to be a liquidation, dissolution or winding-up of the Partnership (unless all or substantially all of the proceeds thereof are distributed by the Partnership, in which case a liquidation, dissolution or winding-up of the Partnership shall be deemed to have occurred).

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

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

Liquidation Preference. (a) In the event of any voluntary or involuntary Upon a liquidation, dissolution or winding-winding up of the Partnership, whether voluntary or involuntary, and whether or not concurrent with the liquidation, dissolution or winding up of BPY, after the payment of the full amount due to the Series K Preferred Units, and before any payment or distribution of the assets of the Partnership (whether capital or surplus) shall be made to or set apart for the holders of Common Units or any other partnership interests in the Partnership or Units ranking junior to the Series B L Preferred Units as to the distribution of assets upon the liquidation, dissolution or winding-up of the Partnership, the holders of the Series B L Preferred Units shall, with respect to each such Unit, be entitled to receive, out of the assets of the Partnership legally available for distribution to Partners after payment or provision for payment of all debts and other liabilities of the Partnership, an amount equal to the greater of (i) $50.00[ ], plus an amount equal to all distributions (whether or not earned or declared) accrued and unpaid thereon to the date of final distribution (including all accumulated and unpaid distributions). (iib) the amount that a holder of such Series B Preferred Unit would have received upon final distribution in respect of the number of Common Units into which such Series B Preferred Unit was convertible immediately prior to such date of final distribution (but no amount shall be paid in respect of the foregoing clause (ii) after the Fifteenth Anniversary Date) ifIf, upon any such voluntary or involuntary liquidation, dissolution or winding-up of the Partnership, the assets of the Partnership, or proceeds thereof, distributable among the holders of the Series B L Preferred Units are insufficient to pay in full the preferential amount aforesaid on the Series B L Preferred Units and liquidating payments on any other Units or partnership interests in the Partnership of any class or series ranking, as to payment of distributions and amounts upon the liquidation, dissolution or winding-up of the Partnership, on a parity with the Series B L Preferred Units, then such assets, or the proceeds thereof, shall be distributed among the holders of Series B L Preferred Units and any such other Units or partnership interests in the Partnership ratably in accordance with the respective amounts that would be payable on such Series B L Preferred Units and such other Units or partnership interests in the Partnership if all amounts payable thereon were paid in full. For the purposes of this Section 6, none of (i) a consolidation or merger of the Partnership with or into another entity, (ii) a merger of another entity with or into the Partnership or (iii) a sale, lease or conveyance of all or substantially all of the Partnership’s assets, properties or business shall be deemed to be a liquidation, dissolution or winding-up of the Partnership. (bc) Written notice of 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 H Preferred Units at the respective addresses of such holders as the same shall appear on the transfer records of the Partnership. (cd) After payment of the full amount of liquidating distributions to which they are entitled as provided in Section 6(a) of this Schedule AK, the holders of Series B L Preferred Units shall have no right or claim to any of the remaining assets of the Partnership. (e) For the purposes of this Section 6, none of (i) a consolidation or merger of the Partnership with or into another entity, (ii) a merger of another entity with or into the Partnership or (iii) a sale, lease or conveyance of all or substantially all of the Partnership’s assets, properties or business shall be deemed to be a liquidation, dissolution or winding up of the Partnership (unless all or substantially all of the proceeds thereof are distribute by the Partnership, in which case a liquidation, dissolution or winding-up of the Partnership shall be deemed to have occurred).

Liquidation Preference. (a) In the event of Upon any voluntary or involuntary liquidation, dissolution or winding-winding up of the Partnership, before following any payment or required distribution of the assets of the Partnership (whether capital or surpluswith respect to any Senior Units properly approved pursuant to Section 8(b) shall be hereof, but prior to and in preference to any distribution being made to or set apart for the holders of Common Partnership Units or and any other partnership interests in the Junior Units, each holder of Series A Preferred Partnership or Units ranking junior to the Series B Preferred Units as to the distribution of assets upon the liquidation, dissolution or winding-up of the Partnership, the holders of the Series B Preferred Units shall, with respect to each such Unit, shall be entitled to receive, out of the assets of the Partnership legally available for distribution, a distribution pursuant to Partners after payment or provision for payment of all debts and other liabilities Section 13.2.A(4) of the PartnershipPartnership Agreement, for each Series A Preferred Partnership Unit, in an amount equal to the greater of (i) $50.00the Liquidation Preference, plus (ii) an amount equal to all distributions (whether or not earned or declared) accrued accumulated and unpaid thereon to (but not including) the date of final distribution and such cash distribution. (iib) In the amount that a holder of such Series B Preferred Unit would have received upon final distribution in respect of the number of Common Units into which such Series B Preferred Unit was convertible immediately prior to such date of final distribution (but no amount shall be paid in respect of the foregoing clause (ii) after the Fifteenth Anniversary Date) ifevent that, upon any such voluntary or involuntary liquidation, dissolution or winding-up of the Partnershipwinding up, the legally available assets of the Partnership, or proceeds thereof, distributable among the holders of the Series B Preferred Units Partnership are insufficient to pay in full all amounts required to be paid to the preferential amount aforesaid on the holders of Series B A Preferred Partnership Units and liquidating payments on any other Units or partnership interests in the Partnership of any class or series ranking, as to payment of distributions and amounts upon the liquidation, dissolution or winding-up of the Partnership, on a parity with the Series B Preferred Parity Units, then such assets, or all of the proceeds thereof, assets legally available for distribution to the holders of Series A Preferred Partnership Units and any Parity Units shall be distributed among and paid to the holders of Series B A Preferred Partnership Units and any such other Units or partnership interests in the Partnership Parity Units, ratably in accordance with proportion to the respective amounts that would be payable on to such Series B Preferred Units and holders if such other Units or partnership interests in the Partnership if all amounts payable thereon assets were paid sufficient to permit payment in full. For the purposes of this Section 6, none of (i) a consolidation or merger of the Partnership with or into another entity, (ii) a merger of another entity with or into the Partnership or (iii) a sale, lease or conveyance of all or substantially all of the Partnership’s assets, properties or business shall be deemed to be a liquidation, dissolution or winding-up of the Partnership. (b) Written notice of 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 Units at the respective addresses of such holders as the same shall appear on the transfer records of the Partnership. (c) After payment of the full amount of liquidating distributions to which they are entitled as provided in Section 6(a) of this Schedule Aentitled, the holders of Series B A Preferred Partnership Units shall will have no right or claim to any of the remaining assets of the Partnership. (c) For purposes of this Section 4, the merger or consolidation, unit exchange, sale of all or substantially all of the assets of the Partnership or any other similar reorganization or change of control transaction involving the Partnership shall not be deemed to be a liquidation, dissolution or winding up of the Partnership.

Liquidation Preference. (a) In the event of any voluntary or involuntary liquidation, dissolution or winding-winding up of the Partnership, before any payment or distribution of the assets of the Partnership (whether capital or surplus) shall be made to or set apart for the holders of Common Units or any other partnership interests in the Partnership or Units ranking junior to the Series B Preferred Units as to the distribution of assets upon the liquidation, dissolution or winding-up affairs of the Partnership, the holders of the Series B Convertible Preferred Units shall, with respect to each such Unit, shall be entitled to receive, receive out of the assets of the Partnership or proceeds thereof legally available for distribution to Partners after payment or provision for payment of all debts and other liabilities of the Partnership, after satisfaction of all liabilities, if any, to creditors of the Partnership and before any distribution of such assets or proceeds is made to or set aside for the holders of Common Units or any series or class of Partnership Interest junior to the Series B Convertible Preferred Units, a liquidating distribution in an amount equal to the greater of (i) $50.00, 100.00 per Series B Convertible Preferred Unit plus an amount equal to all distributions (whether or not earned or declared) accrued and unpaid distributions thereon (including any accumulation in respect of distributions that have not been paid prior to the date of final distribution such payment date) and (ii) the amount that a holder of such Series B Preferred Unit would have received upon final distribution in respect of the number of Common Units into which such Series B Preferred Unit was convertible immediately prior to such date of final distribution (but no amount shall be paid in respect of the foregoing clause (ii) after the Fifteenth Anniversary Date) if, upon any such voluntary or involuntary liquidation, dissolution or winding-up of the Partnership, the assets of the Partnership, or proceeds thereof, distributable among the holders of the Series B Preferred Units are insufficient to pay in full the preferential amount aforesaid on the Series B Preferred Units and liquidating payments on any other Units or partnership interests in the Partnership of any class or series rankingdistributions, as to payment of distributions and amounts upon determined by the General Partner (or the trustee or other Person or Persons administering the liquidation, dissolution or winding-up of the PartnershipPartnership in accordance with applicable law), that would be made on a parity with the Series B Preferred Units, then number of Common Units into which such assets, or the proceeds thereof, shall be distributed among the holders shares of Series B Convertible Preferred Units and any such other Units or partnership interests in the Partnership ratably in accordance with the respective amounts that would be payable on such Series B Preferred Units and such other Units or partnership interests in the Partnership if all amounts payable thereon were paid in full. For the purposes of this Section 6, none of (i) a consolidation or merger of the Partnership with or into another entity, (ii) a merger of another entity with or into the Partnership or (iii) a sale, lease or conveyance of all or substantially all of the Partnership’s assets, properties or business shall be deemed to be a liquidation, dissolution or winding-up of the Partnership. (b) Written notice of are convertible immediately before such liquidation, dissolution or winding-up of the PartnershipCompany (which, stating for the payment date or dates whenavoidance of doubt, and does not include any distributions payable solely to the place or places whereCommon Units in accordance with Section 9.2(d)(iii)(F) hereof) (such greater amount, as adjusted pursuant to the last sentence of Section 9.2(d)(iii)(B) hereof, the amounts distributable in “Series B Liquidation Preference”). The Partnership shall mail written notice of any such circumstances shall be payable, shall be given by first class mail, postage pre-paidliquidation, not less than 30 nor more than 60 20 days prior to the payment date stated therein, to each record holder of the Series B Preferred Units at the respective addresses of such holders as the same shall appear on the transfer records of the Partnership. (c) After payment of the full amount of liquidating distributions to which they are entitled as provided in Section 6(a) of this Schedule A, the holders of Series B Convertible Preferred Units shall have no right or claim to any of the remaining assets of the PartnershipUnits.

Liquidation Preference. (a) In the event of any voluntary or involuntary liquidation, dissolution or winding-winding up of the Partnershipthis Company, before any payment either voluntary or distribution of the assets of the Partnership (whether capital or surplus) shall be made to or set apart for the holders of Common Units or any other partnership interests in the Partnership or Units ranking junior to the Series B Preferred Units as to the distribution of assets upon the liquidation, dissolution or winding-up of the Partnershipinvoluntary, the holders of the Series B Preferred Units shall, with respect to each such Unit, A shall be entitled to receive, out prior and in preference to any distribution of any of the assets of this Company to the Partnership available holders of Common Stock by reason of their ownership thereof, for distribution to Partners after payment or provision for payment of all debts and other liabilities of the PartnershipSeries A, an amount equal to of $1.00 (the greater "Original Series A Issue Price") for each outstanding share of (i) $50.00, plus an amount equal to all distributions (whether or not earned or declared) accrued and unpaid thereon to Series A. If upon the date of final distribution and (ii) the amount that a holder occurrence of such Series B Preferred Unit would have received upon final distribution in respect of the number of Common Units into which such Series B Preferred Unit was convertible immediately prior to such date of final distribution (but no amount shall be paid in respect of the foregoing clause (ii) after the Fifteenth Anniversary Date) if, upon any such voluntary or involuntary liquidation, dissolution or winding-up of the Partnershipevent, the assets of the Partnership, or proceeds thereof, distributable and funds thus distributed among the holders of the Series B Preferred Units are A shall be insufficient to pay permit the payment to such holders of the full aforesaid preferential amounts, then the entire assets and funds of this Company legally available for distribution to stockholders shall be distributed ratably among the holders of the Series A in proportion to the full the preferential amount aforesaid on the Series B Preferred Units and liquidating payments on any other Units or partnership interests in the Partnership each such holder is otherwise entitled to receive under this Section 2(a). (b) For purposes of any class or series rankingSection 2(a), as to payment of distributions and amounts upon the a liquidation, dissolution or winding-winding up of the Partnership, on a parity with the Series B Preferred Units, then such assets, or the proceeds thereof, this Company shall be distributed among deemed to include (unless the holders of at least a majority of the voting power of the Series B Preferred Units and any such other Units or partnership interests in the Partnership ratably in accordance with the respective amounts that would be payable on such Series B Preferred Units and such other Units or partnership interests in the Partnership if all amounts payable thereon were paid in full. For the purposes of this Section 6A then outstanding, none of voting together as a single class shall determine otherwise), (i) a the acquisition of this Company by another entity by means of any reorganization, merger or consolidation (but excluding any reorganization, merger or merger consolidation effected exclusively for the purpose of changing the domicile of the Partnership with Company), or into another entityany transaction or series of related transactions in which the Company's stockholders of record as constituted immediately prior to such transaction or series of related transactions will, immediately after such transaction or series of related transactions (by virtue of securities issued in such transaction or series of related transactions) fail to hold at least 50% of the voting power of the resulting or surviving Company following such transaction or series of related transactions; or (ii) a merger of another entity with or into the Partnership or (iii) a sale, lease or conveyance sale of all or substantially all of the Partnership’s assets, properties or business shall be deemed to be a liquidation, dissolution or winding-up assets of the Partnership. (b) Written notice of 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 Units at the respective addresses of such holders as the same shall appear on the transfer records of the Partnershipthis Company. (c) After payment This Company shall give each holder of record of Series A written notice of such impending transaction not later than twenty (20) days prior to the stockholders' meeting called to approve such transaction, or twenty (20) days prior to the closing of such transaction, whichever is earlier, and shall also notify such holders in writing of the full amount final approval of liquidating distributions to which they are entitled as provided in Section 6(a) such transaction. The first of such notices shall describe the material terms and conditions of the impending transaction and the provisions of this Schedule ASection 2, and this Company shall thereafter give such holders prompt notice of any material changes. The transaction shall in no event take place sooner than twenty (20) days after this Company has given the first notice provided for herein or sooner than ten (10) days after this Company has given notice of any material changes provided for herein; provided, however, that such periods may be shortened upon the written consent of the holders of Series B Preferred Units shall have no right A that are entitled to such notice rights or claim to any similar notice rights and that represent at least a majority of the remaining assets voting power of the Partnership.all then outstanding shares of Series A.

Liquidation Preference. (a) In the event of any voluntary or involuntary liquidation, dissolution or winding-up of the PartnershipLiquidation Event, before any payment or distribution of the assets of the Partnership (whether capital or surplus) Company shall be made to or set apart for the holders of Common Units or Junior Equity Securities, a holder of Series F Preferred Shares shall receive an amount per share equal to $2.00 per share. (b) Upon any other partnership interests Liquidation Event, after payment shall have been made in the Partnership or Units ranking junior full to the Series B Preferred Units as to the distribution of assets upon the liquidation, dissolution or winding-up of the Partnership, the holders of the Series B F Preferred Units Shares, as provided in paragraph 5(a) above, any series or class or classes of Junior Equity Securities shall, with respect subject to each such Unitany respective terms and provisions applying thereto, be entitled to receive, out of the receive any and all assets of the Partnership available for distribution remaining to Partners after payment or provision for payment of all debts and other liabilities of the Partnership, an amount equal to the greater of (i) $50.00, plus an amount equal to all distributions (whether or not earned or declared) accrued and unpaid thereon to the date of final distribution and (ii) the amount that a holder of such Series B Preferred Unit would have received upon final distribution in respect of the number of Common Units into which such Series B Preferred Unit was convertible immediately prior to such date of final distribution (but no amount shall be paid in respect of the foregoing clause (ii) after the Fifteenth Anniversary Date) ifor distributed, upon any such voluntary or involuntary liquidation, dissolution or winding-up of the Partnership, the assets of the Partnership, or proceeds thereof, distributable among and the holders of the Series B F Preferred Units are insufficient Shares shall not be entitled to pay in full the preferential amount aforesaid on the Series B Preferred Units and liquidating payments on any other Units or partnership interests in the Partnership of any class or series ranking, as to payment of distributions and amounts upon the liquidation, dissolution or winding-up of the Partnership, on a parity with the Series B Preferred Units, then such assets, or the proceeds thereof, shall be distributed among the holders of Series B Preferred Units and any such other Units or partnership interests in the Partnership ratably in accordance with the respective amounts that would be payable on such Series B Preferred Units and such other Units or partnership interests in the Partnership if all amounts payable thereon were paid in full. For the purposes of this Section 6, none of (i) a consolidation or merger of the Partnership with or into another entity, (ii) a merger of another entity with or into the Partnership or (iii) a sale, lease or conveyance of all or substantially all of the Partnership’s assets, properties or business shall be deemed to be a liquidation, dissolution or winding-up of the Partnershipshare therein. (bc) Written notice Notice of such liquidation, dissolution or winding-up of the Partnershipany Liquidation Event, stating the payment or conversion date or dates when, and the place or places where, where the amounts distributable in such circumstances shall be payablepayable or converted, shall be given by first class mail, postage pre-paid, not less than 30 thirty (30) nor more than 60 sixty (60) days prior to the payment date stated therein, to each record holder of the Series B F Preferred Units Shares at the respective addresses of such holders as the same shall appear on the share transfer records of the PartnershipCompany. (cd) After payment In determining whether a distribution (other than upon voluntary or involuntary liquidation), by dividend, redemption or other acquisition of shares of stock of the full amount Company or otherwise, is permitted under the Maryland General Corporation Law, amounts that would be needed, if the Company were to be dissolved at the time of liquidating distributions distribution, to which they are entitled as provided in Section 6(a) satisfy the preferential rights upon dissolution of this Schedule A, the holders of Series B Preferred Units shall have no right or claim to any shares of the remaining assets of Series F Preferred Stock shall not be added to the PartnershipCompany’s total liabilities.

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

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

Liquidation Preference. (a) In the event of Upon any voluntary or involuntary liquidation, dissolution or winding-winding up of the Partnershipaffairs of the Partnership (referred to herein as a “liquidation”), before any payment or distribution the holders of the Preferred Units will be entitled to be paid out of the assets of the Partnership legally available for distribution to its unitholders liquidating distributions, in cash, in the amount of a liquidation preference of $10.28 per unit of outstanding Preferred Units (whether capital the “Liquidation Preference”), plus an amount equal to any accumulated and unpaid Distributions to the date of such liquidation (plus accrued interest thereon pursuant to Section 3(b)), before any distribution or surplus) shall be payment is made to or set apart for the holders of Common Units or any other partnership interests in equity securities of the Partnership or Units ranking junior to the Series B Preferred Units as to the distribution of assets upon the liquidation, dissolution or winding-up of the Partnership, the holders of the Series B Preferred Units shall, with respect to each such Unit, be entitled to receive, out of the assets of the Partnership available for distribution to Partners after payment or provision for payment of all debts and other liabilities of the Partnership, an amount equal to the greater of (i) $50.00, plus an amount equal to all distributions (whether or not earned or declared) accrued and unpaid thereon to the date of final distribution and (ii) the amount that a holder of such Series B Preferred Unit would have received upon final distribution in respect of the number of Common Units into which such Series B Preferred Unit was convertible immediately prior to such date of final distribution (but no amount shall be paid in respect of the foregoing clause (ii) after the Fifteenth Anniversary Date) if, upon any such voluntary or involuntary liquidation, dissolution or winding-up of the Partnership, the assets of the Partnership, or proceeds thereof, distributable among the holders of the Series B Preferred Units are insufficient to pay in full the preferential amount aforesaid on the Series B Preferred Units and liquidating payments on any other Units or partnership interests in the Partnership of any class or series ranking, as to payment of distributions and amounts upon the liquidation, dissolution or winding-up of the Partnership, on a parity with the Series B Preferred Units, then such assets, or the proceeds thereof, shall be distributed among the holders of Series B Preferred Units and any such other Units or partnership interests in the Partnership ratably in accordance with the respective amounts that would be payable on such Series B Preferred Units and such other Units or partnership interests in the Partnership if all amounts payable thereon were paid in full. For the purposes of this Section 6, none of (i) a consolidation or merger of the Partnership with or into another entity, (ii) a merger of another entity with or into the Partnership or (iii) a sale, lease or conveyance of all or substantially all of the Partnership’s assets, properties or business shall be deemed to be a liquidation, dissolution or winding-up of the Partnership. (b) Written notice of 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 Units at the respective addresses of such holders as the same shall appear on the transfer records of the Partnership. (c) . After payment of the full amount of the liquidating distributions to which they are entitled as provided in Section 6(a) of this Schedule Aentitled, the holders of Series B Preferred Units shall will have no right or claim to any of the remaining assets of the Partnership. (b) In the event that, upon any liquidation of the Partnership, the available assets of the Partnership are insufficient to pay the amount of the liquidating distributions on all outstanding Preferred Units, plus an amount equal to any accumulated and unpaid Distributions to the date of such liquidation (plus accrued interest thereon pursuant to Section 3(b)) and the corresponding amounts payable on all other equity securities of the Partnership ranking on a parity with Preferred Units in the distribution of assets upon a liquidation, then the holders of Preferred Units and all other such equity securities of the Partnership ranking on a parity with Preferred Units shall share ratably in any such distribution of assets in proportion to the full liquidating distributions per unit to which they would otherwise be respectively entitled. (c) The consolidation or merger of the Partnership with or into any other entity, or the merger of another entity with or into the Partnership, or a statutory unit exchange by the Partnership, or the sale, lease or conveyance of all or substantially all of the property or business of the Partnership, shall be deemed to constitute a liquidation of the Partnership. (d) The Liquidation Preference of the outstanding Preferred Units will not be added to the liabilities of the Partnership for the purpose of determining whether under the Delaware Revised Uniform Limited Partnership Act a distribution may be made to unitholders of the Partnership whose preferential rights upon dissolution of the Partnership are junior to those of holders of Preferred Units. This Section 4(d) shall be without prejudice to the provisions of Sections 3(a) and 4(a) hereof.

Liquidation Preference. (a) In the event of 1.4.1 Subject to Section 1.4.6 below, upon any voluntary or involuntary liquidation, dissolution or winding-winding up of the Partnership, before any payment or distribution affairs of the assets of the Partnership Company (whether capital or surplus) shall be made to or set apart for the holders of Common Units or any other partnership interests in the Partnership or Units ranking junior to the Series B Preferred Units as to the distribution of assets upon the liquidationeach, dissolution or winding-up of the Partnershipa “Liquidation Event”), the holders of the Series B Class A Preferred Units shall, with respect to each such Unit, be then outstanding are entitled to receivebe paid, out of the assets of the Partnership Company legally available for distribution to Partners after payment or provision for payment of all debts and other liabilities of the Partnershipits members, an amount a liquidation preference equal to the greater sum of the following (collectively, the “Liquidation Preference”): (i) $50.001,000.00 per unit, plus an amount equal to (ii) all distributions (whether or not earned or declared) accrued and unpaid distributions thereon to through and including the date of final distribution payment, and (iiiii) if the amount that a holder Liquidation Event occurs before the Redemption Premium (as defined below) right expires the per unit Redemption Premium in effect on the date of such Series B Preferred Unit would have received upon final distribution in respect payment of the number Liquidation Preference, before any distribution of assets is made to holders of any Junior Securities. 1.4.2 If upon any Liquidation Event the available assets of the Company are insufficient to pay the full amount of the Liquidation Preference on all outstanding Class A Preferred Units, the holders of Common Units into which such Series B Preferred Unit was convertible immediately prior shall contribute back to such date of final distribution (but no amount shall be paid the Company any distributions or other payments received from the Company in respect of connection with a Liquidation Event to the foregoing clause (ii) after extent necessary to enable the Fifteenth Anniversary Date) if, upon any such voluntary or involuntary liquidation, dissolution or winding-up of the Partnership, the assets of the Partnership, or proceeds thereof, distributable among Company to pay all sums payable to the holders of the Series B Class A Preferred Units pursuant to the Agreement. If, notwithstanding the funds received from the holders of Common Units pursuant to the previous sentence, the available assets of the Company are still insufficient to pay in the full the preferential amount aforesaid on the Series B Preferred Units and liquidating payments on any other Units or partnership interests in the Partnership of any class or series ranking, as payable hereunder with respect to payment of distributions and amounts upon the liquidation, dissolution or winding-up of the Partnership, on a parity with the Series B all outstanding Class A Preferred Units, then such assets, or the proceeds thereof, shall be distributed among the holders of Series B the Class A Preferred Units and shall share ratably in any such other distribution of assets in proportion to the full Liquidation Preference to which they would otherwise be respectively entitled. 1.4.3 After payment of the full amount of the Liquidation Preference to which they are entitled, the holders of Class A Preferred Units will have no right or partnership interests claim to any of the remaining assets of the Company. 1.4.4 Upon the Company’s provision of written notice as to the effective date of any Liquidation Event, accompanied by a check (whether to each record holder or the Paying Agent) in the Partnership ratably in accordance with amount of the respective amounts that would be payable on such Series B full Liquidation Preference to which each record holder of the Class A Preferred Units and such other is entitled, the Class A Preferred Units or partnership shall no longer be deemed outstanding membership interests in the Partnership if all amounts payable thereon were paid in full. For the purposes of this Section 6, none of (i) a consolidation or merger of the Partnership with or into another entity, (ii) a merger of another entity with or into the Partnership or (iii) a sale, lease or conveyance of Company and all or substantially all rights of the Partnership’s assets, properties or business shall be deemed to be a liquidation, dissolution or winding-up of the Partnership. (b) Written notice holders of 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, units will terminate. Such notice 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, Paying Agent or to each record holder of the Series B Class A Preferred Units at the respective mailing addresses of such holders as the same shall appear on in the transfer records of the PartnershipCompany. 1.4.5 The consolidation or merger of the Company with or into any other business enterprise or of any other business enterprise with or into the Company, or the sale, lease or conveyance of all or substantially all of the assets or business of the Company, shall not be deemed to constitute a Liquidation Event; provided, however, that any such transaction which results in an amendment, restatement or replacement of the Agreement that has a material adverse effect on the rights and preferences of the Class A Preferred Units, or that increases the number of authorized or issued Class 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 outstanding Class A Preferred Units voting as a separate class (c) After excluding any interests that were not issued in a private placement of the Class A Preferred Units conducted by H&L Equities, LLC). 1.4.6 The Board, in its sole discretion, may elect not to pay the holders of Class A Preferred Units the sums due pursuant to Section 1.4.1 above immediately upon a Liquidation Event but instead choose to first distribute such amounts as may be due to the holders of the Common Units hereunder. If the Board elects to exercise this option pursuant to this section, the Board shall first establish a reserve in an amount equal to 200% of all amounts owed to the holders of the Class A Preferred Units pursuant to the Agreement. In the event that the Company elects to establish a reserve for payment of the full amount of liquidating distributions to which they are entitled as provided in Section 6(a) of this Schedule ALiquidation Preference, the holders of Series B Class A Preferred Units shall have remain outstanding until the holders thereof are paid the full Liquidation Preference, which payment shall be made no right or claim later than immediately prior to any the Company making its final liquidating distribution on the Common Units. 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 remaining assets of the PartnershipLiquidation Preference.

Liquidation Preference. (a) In the event of Upon any voluntary or involuntary liquidation, dissolution or winding-winding up of the Partnership, before any payment allocation of income or distribution of the assets of gain by the Partnership (whether capital or surplus) shall be made to or set apart for the holders of Common Units or any other partnership interests in the Junior Partnership or Units ranking junior Units, to the Series B Preferred Units as to the distribution of assets upon the liquidation, dissolution or winding-up of the Partnershipextent possible, the holders of the Series B Preferred Units shall, with respect to each such Unit, shall be entitled to receive, out of be allocated income and gain to the assets of extent necessary to enable them to receive a liquidation preference (the Partnership available for distribution to Partners after payment or provision for payment of all debts and other liabilities of the Partnership, an amount “Liquidation Preference”) per Preferred Unit equal to the greater sum of (i) $50.0025 plus (ii) any accumulated, plus an amount equal to all accrued and unpaid distributions (whether or not earned or declared) accrued and unpaid thereon to the date of final distribution and (ii) to such holders; but such holders will not be entitled to any further payment or allocation. Until all holders of the amount that a Preferred Units have been paid the Liquidation Preference in full, no allocation of income or gain will be made to any holder of such Series B Preferred Unit would have received Junior Partnership Units upon final distribution in respect the liquidation, dissolution or winding up of the number of Common Units into which such Series B Preferred Unit was convertible immediately prior to such date of final distribution Partnership. (but no amount shall be paid in respect of the foregoing clause (iib) after the Fifteenth Anniversary Date) ifIf, upon any such voluntary or involuntary liquidation, dissolution or winding-winding up of the Partnership, the assets of the Partnership, or proceeds thereof, distributable among the holders of the Series B Preferred Units are shall be insufficient to pay in full the preferential amount aforesaid on the Series B Preferred Units Liquidation Preference and liquidating payments on any other Units or partnership interests in the Parity Partnership of any class or series ranking, as to payment of distributions and amounts upon the liquidation, dissolution or winding-up of the Partnership, on a parity with the Series B Preferred Units, then following appropriate allocations of Partnership income, gain, deduction and loss, such assets, or the proceeds thereof, shall be distributed among the holders of Series B Preferred Units and any such other Parity Partnership Units or partnership interests ratably in the Partnership ratably in accordance with same proportion as the respective amounts that would be payable on such Series B Preferred Units and any such other Parity Partnership Units or partnership interests in the Partnership if all amounts payable thereon were paid in full. For . (c) A voluntary or involuntary liquidation, dissolution or winding up of the purposes of this Section 6, none of (i) Partnership will not include a consolidation or merger of the Partnership with one or into another entitymore partnerships, (ii) corporations or other entities, or a merger of another entity with sale or into the Partnership or (iii) a sale, lease or conveyance transfer of all or substantially all of the Partnership’s 's assets, properties . (d) Upon any voluntary or business shall be deemed to be a involuntary liquidation, dissolution or winding-up of the Partnership. (b) Written notice of such liquidation, dissolution or winding-winding up of the Partnership, stating after all allocations shall have been made in full to the payment date holders of Preferred Units and any Parity Partnership Units to the extent necessary to enable them to receive their respective liquidation preferences, any Junior Partnership Units shall be entitled to receive any and all assets remaining to be paid or dates whendistributed, 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 holders of the Series B Preferred Units at the respective addresses of such holders as the same shall appear on the transfer records of the Partnership. (c) After payment of the full amount of liquidating distributions to which they are entitled as provided in Section 6(a) of this Schedule A, the holders of Series B Preferred and any Parity Partnership Units shall have no right or claim not be entitled to any of the remaining assets of the Partnershipshare therein.

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

Liquidation Preference. (aA) In the event of any voluntary or involuntary liquidation, dissolution or winding-winding up of the Partnership, whether voluntary or involuntary, before any payment or distribution of the assets of the Partnership (whether capital or surplus) shall be made to or set apart for the holders of Common Units or any other partnership interests in the Partnership or Units ranking junior to the Series B Preferred Units as to the distribution of assets upon the liquidation, dissolution or winding-up of the PartnershipJunior Units, the holders General Partner, in its capacity as holder of the Series B E Preferred Units shallUnits, with respect to each such Unit, shall be entitled to receive, out of receive Thirty-Six Dollars and Fifty Cents ($36.50) (the assets of the Partnership available for distribution to Partners after payment or provision for payment of all debts and other liabilities of the Partnership, an amount equal to the greater of (i"Series E Liquidation Preference") $50.00, per Series E Preferred Unit plus an amount equal to all distributions (whether or not earned or declared) accrued and unpaid thereon to the date of final distribution and to the General Partner, in its capacity as such holder; but the General Partner, in its capacity as the holder of Series E Preferred Units, shall not be entitled to any further payment; provided that the distribution payable with respect to the Distribution Period containing the date of final distribution shall be equal to the greater of (i) the distribution provided in clause (a) of the first sentence of Section 2(A) or (ii) the amount that a holder of such Series B Preferred Unit would have received upon final distribution in respect determined pursuant to clause (b) of the number first sentence of Common Units into which such Series B Preferred Unit was convertible immediately prior to such date of final distribution (but no amount shall be paid in respect of Section 2(A) for the foregoing clause (ii) after the Fifteenth Anniversary Date) ifpreceding Distribution Period. If, upon any such voluntary or involuntary liquidation, dissolution or winding-winding up of the Partnership, the assets of the Partnership, or proceeds thereof, distributable among to the holders General Partner, in its capacity as the holder of the Series B E Preferred Units are Units, shall be insufficient to pay in full the preferential amount aforesaid on the Series B Preferred Units and liquidating payments on any other Units or partnership interests in the Partnership of any class or series ranking, as to payment of distributions and amounts upon the liquidation, dissolution or winding-up of the Partnership, on a parity with the Series B Preferred Parity Units, then such assets, or the proceeds thereof, shall be distributed among the General Partner, in its capacity as the holder of such Series E Preferred Units, and the holders of Series B Preferred Units and any such other Parity Units or partnership interests in the Partnership ratably in accordance with the respective amounts that would be payable on such Series B E Preferred Units and such other Parity Units or partnership interests in the Partnership if all amounts payable thereon were paid in full. For the purposes of this Section 63, none of (ix) a consolidation or merger of the Partnership with one or into another entitymore partnerships, limited liability companies, corporations, real estate investment trusts or other entities and (ii) a merger of another entity with or into the Partnership or (iiiy) a sale, lease or conveyance of all or substantially all of the Partnership’s assets, properties 's property or business shall not be deemed to be a liquidation, dissolution or winding-up winding up, voluntary or involuntary, of the Partnership. (bB) Written notice Subject to the rights of such the holders of Partnership Units of any series or class ranking on a parity with or prior to the Series E Preferred Units upon any liquidation, dissolution or winding-winding up of the Partnership, stating the after payment date or dates when, and the place or places where, the amounts distributable shall have been made 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 full to the payment date stated thereinGeneral Partner, to each record in its capacity as the holder of the Series B E Preferred Units at the respective addresses of such holders as the same shall appear on the transfer records of the Partnership. (c) After payment of the full amount of liquidating distributions to which they are entitled Units, as provided in this Section 6(a) 3, any other series or class or classes of this Schedule AJunior Units shall, the holders of Series B Preferred Units shall have no right or claim subject to any respective terms and provisions (if any) applying thereto, be entitled to receive any and all assets remaining to be paid or distributed, and the General Partner, in its capacity as the holder of the remaining assets of the PartnershipSeries E Preferred Units, shall not be entitled to share therein.

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

Liquidation Preference. (a) In the event of Upon any voluntary or involuntary liquidation, dissolution or winding-winding up of the Partnership, before following any payment or required distribution of with respect to the assets Series A Preferred Partnership Units required to be made pursuant to the provisions of the Partnership Agreement in existence on the Initial Issue Date (whether capital or surplusas amended in compliance with Section 6(h) shall be of the Series B Articles Supplementary) and any other Senior Units properly approved pursuant to Section 6(h) of the Series B Articles Supplementary, but prior to and in preference to any distribution being made to or set apart for the holders of Common Partnership Units and any other Junior Units or any other partnership interests in securities of the Partnership or Units ranking junior to that are not authorized and issued in compliance with the provisions of Section 6(h) of the Series B Preferred Units as to the distribution of assets upon the liquidation, dissolution or winding-up of the PartnershipArticles Supplementary, the holders of the Series B Preferred Partnership Units shall, with respect to each such Unit, shall be entitled to receive, out of the assets of the Partnership legally available for distribution, on account of each of their Series B Preferred Partnership Units, a distribution to Partners after payment or provision for payment of all debts and other liabilities of in cash in the Partnership, an amount equal to the greater of (i) $50.00, the Liquidation Preference plus (ii) an amount equal to all distributions (whether or not earned or declared) accrued accumulated and unpaid thereon to the date of final distribution and payment plus (iiiii) the amount that a holder of such Series B Preferred Unit would have received upon final distribution Redemption Distribution (as defined below) then in respect of effect. (b) In the number of Common Units into which such Series B Preferred Unit was convertible immediately prior to such date of final distribution (but no amount shall be paid in respect of the foregoing clause (ii) after the Fifteenth Anniversary Date) ifevent that, upon any such voluntary or involuntary liquidation, dissolution or winding-up of the Partnershipwinding up, the legally available assets of the Partnership, or proceeds thereof, distributable among Partnership are insufficient to pay all amounts required to be paid to the holders of the Series B Preferred Partnership Units are insufficient pursuant to pay in full the preferential amount aforesaid on the Series B Preferred Units and liquidating payments on any other Units or partnership interests in the Partnership of any class or series ranking, as to payment of distributions and amounts upon the liquidation, dissolution or winding-up of the Partnership, on a parity with the Series B Preferred UnitsSection 4(a) above, then such assets, or the proceeds thereof, shall be distributed among the holders of Series B Preferred Units and any such other Units or partnership interests in the Partnership ratably in accordance with the respective amounts that would be payable on such Series B Preferred Units and such other Units or partnership interests in the Partnership if all amounts payable thereon were paid in full. For the purposes of this Section 6, none of (i) a consolidation or merger of the Partnership with or into another entity, (ii) a merger of another entity with or into the Partnership or (iii) a sale, lease or conveyance of all or substantially all of the Partnership’s assets, properties or business shall be deemed to be a liquidation, dissolution or winding-up of the Partnership. (b) Written notice of 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 shall share ratably in any such distribution of assets to be made to them in proportion to the respective addresses of such holders as the same shall appear on the transfer records of the Partnershipfull liquidating distributions to which they would otherwise be entitled. (c) After payment of the full amount of liquidating distributions to which they are entitled as provided in Section 6(a) of this Schedule Aentitled, the holders of the Series B Preferred Partnership Units shall will have no right or claim to any of the remaining assets of the Partnership.

Liquidation Preference. (a) In the event of any voluntary or involuntary liquidation, dissolution or winding-up of the Partnership, before any payment or distribution of the assets of the Partnership (whether capital or surplus) shall be made to or set apart for the holders of Common Units or any other partnership interests in the Partnership or Units ranking junior to the Series B F Preferred Units as to the distribution of assets upon the liquidation, dissolution or winding-up of the Partnership, the holders of the Series B F Preferred Units shall, with respect to each such Unit, be entitled to receive, out of the assets of the Partnership available for distribution to Partners after payment or provision for payment of all debts and other liabilities of the Partnership and subject to the rights of the holders of any series of Preferred Units ranking senior to or on parity with the Series F Preferred Units with respect to payment of amounts upon liquidation, dissolution or winding-up of the Partnership, an amount equal to the greater of (i) $50.001000, plus an amount equal to all distributions (whether or not earned or declared) accrued and unpaid thereon to the date of final distribution (including all accumulated and (ii) the amount that a holder of such Series B Preferred Unit would have received upon final distribution in respect of the number of Common Units into which such Series B Preferred Unit was convertible immediately prior to such date of final distribution (but no amount shall be paid in respect of the foregoing clause (ii) after the Fifteenth Anniversary Date) ifunpaid distributions). If, upon any such voluntary or involuntary liquidation, dissolution or winding-up of the Partnership, the assets of the Partnership, or proceeds thereof, distributable among the holders of the Series B F Preferred Units are insufficient to pay in full the preferential amount aforesaid on the Series B F Preferred Units and liquidating payments on any other Units or partnership interests in the Partnership of any class or series ranking, as to payment of distributions and amounts upon the liquidation, dissolution or winding-up of the Partnership, on a parity with the Series B F Preferred Units, then such assets, or the proceeds thereof, shall be distributed among the holders of Series B F Preferred Units and any such other Units or partnership interests in the Partnership ratably in accordance with the respective amounts that would be payable on such Series B F Preferred Units and such other Units or partnership interests in the Partnership if all amounts payable thereon were paid in full. For the purposes of this Section 6, none of (i) a consolidation or merger of the Partnership with or into another entity, (ii) a merger of another entity with or into the Partnership or (iii) a sale, lease or conveyance of all or substantially all of the Partnership’s assets, properties or business shall be deemed to be a liquidation, dissolution or winding-up of the Partnership (unless all or substantially all of the proceeds thereof are distributed by the Partnership. (b) Written notice of such , in which case a 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 Partnership shall be payable, shall be given by first class mail, postage pre-paid, not less than 30 nor more than 60 days prior deemed to the payment date stated therein, to each record holder of the Series B Preferred Units at the respective addresses of such holders as the same shall appear on the transfer records of the Partnershiphave occurred). (c) After payment of the full amount of liquidating distributions to which they are entitled as provided in Section 6(a) of this Schedule A, the holders of Series B Preferred Units shall have no right or claim to any of the remaining assets of the Partnership.

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

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

Liquidation Preference. (a) In the event of any voluntary or involuntary liquidation, dissolution or winding-up of the Partnership, before any payment or distribution of the assets of the Partnership (whether capital or surplus) shall be made to or set apart for the holders of Common Units or any other partnership interests in the Partnership or Units ranking junior to the Series B I Preferred Units as to the distribution of assets upon the liquidation, dissolution or winding-up of the Partnership, the holders of the Series B I Preferred Units shall, with respect to each such Unit, be entitled to receive, out of the assets of the Partnership available for distribution to Partners after payment or provision for payment of all debts and other liabilities of the Partnership and subject to the rights of the holders of any series of Preferred Units ranking senior to or on parity with the Series I Preferred Units with respect to payment of amounts upon liquidation, dissolution or winding-up of the Partnership, an amount equal to $1,000.00 (or property having a fair market value as determined by the greater of (i) General Partner valued at $50.001,000.00 per Series I Preferred Unit), plus an amount equal to all distributions (whether or not earned or declared) accrued and unpaid thereon to the date of final distribution (including all accumulated and unpaid distributions). (iib) the amount that a holder of such Series B Preferred Unit would have received upon final distribution in respect of the number of Common Units into which such Series B Preferred Unit was convertible immediately prior to such date of final distribution (but no amount shall be paid in respect of the foregoing clause (ii) after the Fifteenth Anniversary Date) ifIf, upon any such voluntary or involuntary liquidation, dissolution or winding-up of the Partnership, the assets of the Partnership, or proceeds thereof, distributable among the holders of the Series B I Preferred Units are insufficient to pay in full the preferential amount aforesaid on the Series B I Preferred Units and liquidating payments on any other Units or partnership interests in the Partnership of any class or series ranking, as to payment of distributions and amounts upon the liquidation, dissolution or winding-up of the Partnership, on a parity with the Series B I Preferred Units, then such assets, or the proceeds thereof, shall be distributed among the holders of Series B I Preferred Units and any such other Units or partnership interests in the Partnership ratably in accordance with the respective amounts that would be payable on such Series B I Preferred Units and such other Units or partnership interests in the Partnership if all amounts payable thereon were paid in full. . (c) Written notice of 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 I Preferred Units at the respective addresses of such holders as the same shall appear on the transfer records of the Partnership. (d) After payment of the full amount of liquidating distributions to which they are entitled as provided in Section 6(a) of this Schedule G, the holders of Series I Preferred Units shall have no right or claim to any of the remaining assets of the Partnership. (e) For the purposes of this Section 6, none of (i) a consolidation or merger of the Partnership with or into another entity, (ii) a merger of another entity with or into the Partnership or (iii) a sale, lease or conveyance of all or substantially all of the Partnership’s assets, properties or business shall be deemed to be a liquidation, dissolution or winding-up of the Partnership (unless all or substantially all of the proceeds thereof are distributed by the Partnership. (b) Written notice of such , in which case a 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 Partnership shall be payable, shall be given by first class mail, postage pre-paid, not less than 30 nor more than 60 days prior deemed to the payment date stated therein, to each record holder of the Series B Preferred Units at the respective addresses of such holders as the same shall appear on the transfer records of the Partnershiphave occurred). (c) After payment of the full amount of liquidating distributions to which they are entitled as provided in Section 6(a) of this Schedule A, the holders of Series B Preferred Units shall have no right or claim to any of the remaining assets of the Partnership.

Liquidation Preference. (a) In the event of any voluntary or involuntary liquidation, dissolution or winding-up of the Partnership, it is the intent of the Partners that before any payment or distribution of the assets of the Partnership (whether capital or surplus) shall be made to or set apart for the holders of Common Units or any other partnership interests in the Partnership or Units ranking junior to the Series B D Preferred Units as to the distribution of assets upon the liquidation, dissolution or winding-up of the Partnership, the holders of the Series B D Preferred Units shall, with respect to each such Series D Preferred Unit, be entitled to receive, according to their positive Capital Account balances, out of the assets of the Partnership available for distribution to Partners after payment or provision for payment of all debts and other liabilities of the Partnership, an amount equal to the greater of (i) $50.0036.55, plus an amount equal to all distributions (whether or not earned or declared) accrued and unpaid thereon to the date of final distribution and (ii) the amount that a holder of such Series B Preferred Unit would have received upon final distribution in respect of the number of Common Units into which such Series B Preferred Unit was convertible immediately prior to such date of final distribution (but no amount shall be paid in respect of the foregoing clause (ii) after the Fifteenth Anniversary Date) ifdistribution. If, upon any such voluntary or involuntary liquidation, dissolution or winding-winding up of the Partnership, the assets of the Partnership, or proceeds thereof, distributable among the holders of the Series B D Preferred Units are insufficient to pay in full the preferential amount aforesaid on the Series B D Preferred Units and liquidating payments on any other Partnership Units or partnership interests in the Partnership of any class or series ranking, as to payment of distributions and amounts upon the liquidation, dissolution or winding-up of the Partnership, on a parity with the Series B D Preferred Units, then it is the intent of the Partners that such assets, or the proceeds thereof, shall be distributed among the holders of Series B D Preferred Units and any such other Partnership Units or partnership interests in the Partnership ratably in accordance with the respective amounts that would be payable on such Series B D Preferred Units and such other Partnership Units or partnership interests in the Partnership if all amounts payable thereon were paid in full. The General Partner shall apply the provisions of this Agreement, in accordance with the regulations under Code Section 704(b), to achieve the intent of the Partners expressed in this paragraph to the maximum extent practicable. For the purposes of this Section 6Xxxxxxx 0, none xxxx of (i) a consolidation consolidation, merger or merger other business combination of the Partnership with or into another entity, (ii) a merger of another entity with or into the Partnership or (iii) a sale, lease or conveyance of all or substantially all of the Partnership’s 's assets, properties or business shall be deemed to be a liquidation, dissolution or winding-up of the Partnership. (b) Written notice of 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 D Preferred Units at the respective addresses of such holders as the same shall appear on the transfer records of the Partnership. (c) After payment of the full amount of liquidating distributions to which they are entitled as provided in Section 6(a) of this Schedule AExhibit B, the holders of Series B D Preferred Units shall have no right or claim to any of the remaining assets of the Partnership.

Liquidation Preference. (a1) In the event of any voluntary or involuntary liquidation, dissolution or winding-winding up of the Partnership, whether voluntary or involuntary, subject to the rights of holders of Parity Preferred Units and subject to the prior preferences and other rights of any series of Partnership Units ranking senior to the Series D Preferred Units upon liquidation, distribution or winding up of the Partnership, before any payment or distribution of the assets of the Partnership (whether capital or surplus) shall be made to or set apart for the holders of Common Units or any other partnership interests in the Partnership or Units ranking junior to the Series B Preferred Units as to the distribution of assets upon the liquidation, dissolution or winding-up of the PartnershipJunior Units, the holders of the Series B D Preferred Units shall, with respect to each such Unit, shall be entitled to receive, out of receive Twenty Six Dollars and Fifty Cents ($26.50) (the assets of the Partnership available for distribution to Partners after payment or provision for payment of all debts and other liabilities of the Partnership, an amount equal to the greater of (i"Liquidation Preference") $50.00, per Series D Preferred Unit plus an amount equal to all distributions (whether or not earned or declared) accrued and unpaid thereon to the date of final distribution and to such holders; but such holders shall not be entitled to any further payment; provided, that the -------- distribution payable with respect to the Distribution Period containing the date of final distribution shall be equal to the greater of (i) the distribution provided in Section 4.02(f)(iii)(1)(i) or (ii) the amount that a holder of such Series B Preferred Unit would have received upon final distribution in respect of determined pursuant to Section 4.02(f)(iii)(1)(ii) for the number of Common Units into which such Series B Preferred Unit was convertible immediately prior to such date of final distribution (but no amount shall be paid in respect of the foregoing clause (ii) after the Fifteenth Anniversary Date) ifpreceding Distribution Period. If, upon any such voluntary or involuntary liquidation, dissolution or winding-winding up of the Partnership, the assets of the Partnership, or proceeds thereof, distributable among the holders of the Series B D Preferred Units are shall be insufficient to pay in full the preferential amount aforesaid on the Series B Preferred Units and liquidating payments on any other Units or partnership interests in the Partnership shares of any class or series ranking, as to payment of distributions and amounts upon the liquidation, dissolution or winding-up of the Partnership, on a parity with the Series B Parity Preferred Units, then such assets, or the proceeds thereof, shall be distributed among the holders of Series B D Preferred Units and any such other Parity Preferred Units or partnership interests in the Partnership ratably in accordance with the respective amounts that would be payable on such Series B D Preferred Units and any such other Parity Preferred Units or partnership interests in the Partnership if all amounts payable thereon were paid in full. For the purposes of this Section 64.02(f)(iv), none of (i) a consolidation or merger of the Partnership with one or into another entitymore partnerships, corporations, real estate investment trusts or other entities or (ii) a merger of another entity with or into the Partnership or (iii) a sale, lease or conveyance of all or substantially all of the Partnership’s assets, properties 's property or business shall not be deemed to be a liquidation, dissolution or winding-up winding up, voluntary or involuntary, of the Partnership. (b2) Written notice Subject to the rights of such the holders of shares of any series or class or classes of units ranking on a parity with or prior to the Series D Preferred Units upon liquidation, dissolution or winding-winding up, upon any liquidation, dissolution or winding up of the Partnership, stating the after payment date or dates when, and the place or places where, the amounts distributable shall have been made 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 full to the payment date stated therein, to each record holder holders of the Series B D Preferred Units at the respective addresses of such holders as the same shall appear on the transfer records of the Partnership. (c) After payment of the full amount of liquidating distributions to which they are entitled Units, as provided in this Section 6(a) of this Schedule A4.02(f)(iv), the holders of Series B D Preferred Units shall have no right or other claim to any of the remaining assets of the PartnershipPartnership and any other series or class or classes of Junior Units shall, subject to the respective terms and provisions (if any) applying thereto, be entitled to receive any and all assets remaining to be paid or distributed, and the holders of the Series D Preferred Units shall not be entitled to share therein.

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

Liquidation Preference. (aA) In the event of any voluntary or involuntary liquidation, dissolution or winding-winding up of the Partnership, whether voluntary or involuntary, before any payment or distribution of the assets of the Partnership (whether capital or surplus) shall be made to or set apart for the holders of Common Units or any other partnership interests in the Partnership or Units ranking junior to the Series B Preferred Units as to the distribution of assets upon the liquidation, dissolution or winding-up of the PartnershipJunior Units, the holders General Partner, in its capacity as holder of the Series B F Preferred Units shallUnits, with respect to each such Unit, shall be entitled to receive, out of receive Thirty-Seven Dollars and Fifty Cents ($37.50) (the assets of the Partnership available for distribution to Partners after payment or provision for payment of all debts and other liabilities of the Partnership, an amount equal to the greater of (i"Series F Liquidation Preference") $50.00, per Series F Preferred Unit plus an amount equal to all distributions (whether or not earned or declared) accrued and unpaid thereon to the date of final distribution and to the General Partner, in its capacity as such holder; but the General Partner, in its capacity as the holder of Series F Preferred Units, shall not be entitled to any further payment; provided that the distribution payable with respect to the Distribution Period containing the date of final distribution shall be equal to the greater of (i) the distribution provided in clause (a) of the first sentence of Section 2(A) or (ii) the amount that a holder of such Series B Preferred Unit would have received upon final distribution in respect determined pursuant to clause (b) of the number first sentence of Common Units into which such Series B Preferred Unit was convertible immediately prior to such date of final distribution (but no amount shall be paid in respect of Section 2(A) for the foregoing clause (ii) after the Fifteenth Anniversary Date) ifpreceding Distribution Period. If, upon any such voluntary or involuntary liquidation, dissolution or winding-winding up of the Partnership, the assets of the Partnership, or proceeds thereof, distributable among to the holders General Partner, in its capacity as the holder of the Series B F Preferred Units are Units, shall be insufficient to pay in full the preferential amount aforesaid on the Series B Preferred Units and liquidating payments on any other Units or partnership interests in the Partnership of any class or series ranking, as to payment of distributions and amounts upon the liquidation, dissolution or winding-up of the Partnership, on a parity with the Series B Preferred Parity Units, then such assets, or the proceeds thereof, shall be distributed among the General Partner, in its capacity as the holder of such Series F Preferred Units, and the holders of Series B Preferred Units and any such other Parity Units or partnership interests in the Partnership ratably in accordance with the respective amounts that would be payable on such Series B F Preferred Units and such other Parity Units or partnership interests in the Partnership if all amounts payable thereon were paid in full. For the purposes of this Section 63, none of (ix) a consolidation or merger of the Partnership with one or into another entitymore partnerships, limited liability companies, corporations, real estate investment trusts or other entities and (ii) a merger of another entity with or into the Partnership or (iiiy) a sale, lease or conveyance of all or substantially all of the Partnership’s assets, properties 's property or business shall not be deemed to be a liquidation, dissolution or winding-up winding up, voluntary or involuntary, of the Partnership. (bB) Written notice Subject to the rights of such the holders of Partnership Units of any series or class ranking on a parity with or prior to the Series F Preferred Units upon any liquidation, dissolution or winding-winding up of the Partnership, stating the after payment date or dates when, and the place or places where, the amounts distributable shall have been made 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 full to the payment date stated thereinGeneral Partner, to each record in its capacity as the holder of the Series B F Preferred Units at the respective addresses of such holders as the same shall appear on the transfer records of the Partnership. (c) After payment of the full amount of liquidating distributions to which they are entitled Units, as provided in this Section 6(a) 3, any other series or class or classes of this Schedule AJunior Units shall, the holders of Series B Preferred Units shall have no right or claim subject to any respective terms and provisions (if any) applying thereto, be entitled to receive any and all assets remaining to be paid or distributed, and the General Partner, in its capacity as the holder of the remaining assets of the PartnershipSeries F Preferred Units, shall not be entitled to share therein.

Liquidation Preference. (ai) In the event of any voluntary or involuntary liquidation, dissolution or winding-winding up of the PartnershipPartnership or the General Partner, whether voluntary or involuntary, before any payment or distribution of the assets of the Partnership (whether capital or surplus) shall be made to or set apart for the holders of Common Units or any other partnership interests in the Partnership or Units ranking junior to the Series B Preferred Units as to the distribution of assets upon the liquidation, dissolution or winding-up of the PartnershipJunior Units, the holders General Partner, in its capacity as the holder of the Series B A Preferred Units shall, with respect to each such Unit, shall be entitled to receive, out of the assets of the Partnership available for distribution to Partners after payment or provision for payment of all debts and other liabilities of the Partnership, an amount equal to the greater of receive Fifty Dollars (i) $50.00, ) per Series A Preferred Unit (the "Liquidation Preference") plus an amount equal to all distributions (whether or not earned or declared) accrued and unpaid thereon to the date of final distribution and (ii) to the amount that a General Partner, in its capacity as such holder; but the General Partner, in its capacity as the holder of such Series B A Preferred Unit would have received upon final distribution in respect of the number of Common Units into which such Series B Preferred Unit was convertible immediately prior shall not be entitled to such date of final distribution (but no amount shall be paid in respect of the foregoing clause (ii) after the Fifteenth Anniversary Date) ifany further payment. If, upon any such voluntary or involuntary liquidation, dissolution or winding-winding up of the PartnershipPartnership or the General Partner, the assets of the Partnership, or proceeds thereof, distributable among to the holders General Partner, in its capacity as the holder of the Series B A Preferred Units are Units, shall be insufficient to pay in full the preferential amount aforesaid on the Series B Preferred Units and liquidating payments on any other Units or partnership interests in the Partnership of any class or series ranking, as to payment of distributions and amounts upon the liquidation, dissolution or winding-up of the Partnership, on a parity with the Series B Preferred Parity Units, then such assets, or the proceeds thereof, shall be distributed among the General Partner, in its capacity as the holder of such Series A Preferred Units, and the holders of Series B Preferred Units and any such other Parity Units or partnership interests in the Partnership ratably in accordance with the respective amounts that would be payable on such Series B A Preferred Units and any such other Parity Units or partnership interests in the Partnership if all amounts payable thereon were paid in full. For the purposes of this Section 6C, none of (i) a consolidation or merger of the Partnership or the General Partner with one or into another entitymore entities, (ii) a merger of another entity with or into statutory share exchange by [the Partnership or or] the General Partner and (iii) a sale, lease sale or conveyance transfer of all or substantially all of the 89 Partnership’s 's or the General Partner's assets, properties or business shall not be deemed to be a liquidation, dissolution or winding-up winding up, voluntary or involuntary, of the PartnershipGeneral Partner. (bii) Written notice Subject to the rights of such the holders of Partnership Units of any series or class or classes of shares ranking on a parity with or prior to the Series A Preferred Units upon any liquidation, dissolution or winding-winding up of the General Partner or the Partnership, stating the after payment date or dates when, and the place or places where, the amounts distributable shall have been made 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 full to the payment date stated thereinGeneral Partner, to each record in its capacity as the holder of the Series B A Preferred Units at the respective addresses of such holders as the same shall appear on the transfer records of the Partnership. (c) After payment of the full amount of liquidating distributions to which they are entitled Units, as provided in Section 6(a) this Section, any series or class or classes of this Schedule AJunior Units shall, the holders of Series B Preferred Units shall have no right or claim subject to any respective terms and provisions applying thereto, be entitled to receive any and all assets remaining to be paid or distributed, and the General Partner, in its capacity as the holder of the remaining assets of the PartnershipSeries A Preferred Units, shall not be entitled to share therein.

Liquidation Preference. Attachment B-3 128 (ai) In the event of any voluntary or involuntary liquidation, dissolution or winding-winding up of the Partnership, before any payment or distribution of the assets of the Partnership (whether capital or surplus) shall be made to or set apart for the holders of Common Units or any other partnership interests in the Partnership or Units ranking junior to the Series B Preferred Units as to the distribution of assets upon the liquidation, dissolution or winding-up affairs of the Partnership, the holders of the Series B Preferred Units shall, with respect to each such Unit, shall be entitled to receive, receive out of the assets of the Partnership available for distribution to the Partners after payment or provision for payment of all debts and other liabilities pursuant to Section 13.2.A of the Partnership, an amount equal to the greater Agreement a liquidation preference of (i) $50.0050.00 per Series B Preferred Unit, plus an amount equal to all distributions (whether or not earned or declared) accrued any accumulated and unpaid thereon distributions to the date of final payment, before any distribution and of assets is made to holders of Class A Units, Class B Units or any other Partnership Interests that rank junior to the Series B Preferred Units as to liquidation rights. (ii) the amount that a holder of such Series B Preferred Unit would have received upon final distribution in respect of the number of Common Units into which such Series B Preferred Unit was convertible immediately prior to such date of final distribution (but no amount shall be paid in respect of the foregoing clause (ii) after the Fifteenth Anniversary Date) if, If upon any such voluntary or involuntary liquidation, dissolution or winding-winding up of the affairs of the Partnership, the assets of the Partnership, or proceeds thereof, distributable among the Partnership are insufficient to make such full payment to holders of the Series B Preferred Units are insufficient to pay in full and the preferential amount aforesaid corresponding amounts payable on the Series B Preferred Units and liquidating payments on any all other Units or partnership interests in the Partnership of any class or series ranking, as to payment of distributions and amounts upon the liquidation, dissolution or winding-up of the Partnership, Interests ranking on a parity with the Series B Preferred UnitsUnits in the distribution of assets, then such assets, or the proceeds thereof, shall be distributed among the holders of Series B Preferred Units and such Partnership Interests shall share ratably in any such other Units or partnership interests distribution of assets in proportion to the Partnership ratably in accordance with the respective amounts that full liquidating distributions to which they would otherwise be payable on such Series B Preferred Units and such other Units or partnership interests in the Partnership if all amounts payable thereon were paid in full. For the purposes of this Section 6, none of (i) a consolidation or merger of the Partnership with or into another entity, (ii) a merger of another entity with or into the Partnership or (iii) a sale, lease or conveyance of all or substantially all of the Partnership’s assets, properties or business shall be deemed to be a liquidation, dissolution or winding-up of the Partnershiprespectively entitled. (b) Written notice of 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 Units at the respective addresses of such holders as the same shall appear on the transfer records of the Partnership. (ciii) After payment of the full amount of the liquidating distributions to which they are entitled as provided in Section 6(a) of this Schedule Aentitled, the holders of Series B Preferred Units shall have no right or claim to any of the remaining assets of the Partnership. (iv) None of a consolidation or merger of the Partnership with or into another entity, merger of another entity with or into the Partnership, a statutory unit exchange by the Partnership or a sale, lease or conveyance of all or substantially all of the Partnership's property or business shall be considered a liquidation, dissolution or winding up of the affairs of the Partnership.

Liquidation Preference. (a) In the event of Upon any voluntary or involuntary liquidation, dissolution or winding-winding up of the affairs of the Partnership, before any payment or distribution of the assets of the Partnership (whether capital or surplus) shall be made to or set apart for the holders of Common Units or any other partnership interests in the Partnership or Units ranking junior Junior OP Units, and subject to the Series B Preferred Units as to payment or provision or reserve for payment of the distribution debts and liabilities (whether absolute, accrued, asserted or unasserted, contingent or otherwise) and the preferences of assets upon the liquidationSenior OP Units, dissolution or winding-up if any, of the Partnership, the holders General Partner as holder of the Series B Class B-1 OP Preferred Units shall, with respect to each such Unit, shall be entitled to receive, out of the assets of the Partnership legally available for distribution to Partners after payment or provision for payment of all debts and other liabilities distributions, liquidating distributions in cash (or property at its fair market value as determined in good faith by the General Partner (or a combination thereof)), in the amount of Twenty-five Dollars ($25.00) per Class B-1 OP Preferred Unit (the Partnership, an amount equal to the greater of (i) $50.00"Liquidation Preference"), plus an amount per Class B-1 OP Preferred Unit equal to all distributions accrued and unpaid (whether or not earned authorized or declared, and whether or not there would be assets legally available for the payment of such distribution) accrued and unpaid thereon to the date of final distribution and (ii) the amount that a holder of such Series B Preferred Unit would have received upon final distribution in respect of the number of Common Units into which such Series B Preferred Unit was convertible immediately prior to such date of final distribution (but no amount shall be paid in respect of the foregoing clause (ii) after the Fifteenth Anniversary Date) if, upon any such voluntary or involuntary liquidation, dissolution or winding-up of the Partnership, the assets of the Partnership, or proceeds thereof, distributable among the holders of the Series B Preferred Units are insufficient to pay in full the preferential amount aforesaid on the Series B Preferred Units and liquidating payments on any other Units or partnership interests in the Partnership of any class or series ranking, as to payment of distributions and amounts upon the liquidation, dissolution or winding-up of the Partnership, on a parity with the Series B Preferred Units, then such assets, or the proceeds thereof, shall be distributed among the holders of Series B Preferred Units and any such other Units or partnership interests in the Partnership ratably in accordance with the respective amounts that would be payable on such Series B Preferred Units and such other Units or partnership interests in the Partnership if all amounts payable thereon were paid in full. For the purposes of this Section 6, none of (i) a consolidation or merger of the Partnership with or into another entity, (ii) a merger of another entity with or into the Partnership or (iii) a sale, lease or conveyance of all or substantially all of the Partnership’s assets, properties or business shall be deemed to be a liquidation, dissolution or winding-up of the Partnership. (b) Written notice of such liquidation, dissolution or winding-up of winding up. After 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 Units at the respective addresses of such holders as the same shall appear on the transfer records of the Partnership. (c) After payment of the full amount of liquidating distributions to which they are entitled as provided herein in this Section 6(a) of this Schedule A4(a), the holders General Partner as holder of Series B Class B-1 OP Preferred Units shall will have no right or claim to any of the remaining assets of the Partnership and shall not be entitled to any other distribution. (b) Notwithstanding the provisions of Section 4(a) hereof, in the event that, upon any voluntary or involuntary liquidation, dissolution or winding up of the Partnership, the assets legally available for payment of distributions are insufficient to pay (x) the full amount of the liquidating distributions to which the General Partner as holder of Class B-1 OP Preferred Units would otherwise be entitled pursuant to Section 4(a) hereof and (y) the corresponding amounts of the liquidating distributions to which holders of Parity OP Units would be entitled upon liquidation, dissolution or winding up of the affairs of the Partnership, then the General Partner as holder of the Class B-1 OP Preferred Units and the holders of the Parity OP Units shall share ratably in any such distribution of assets in proportion to the full liquidating distributions to which they otherwise would be respectively entitled.

Liquidation Preference. (a) In the event of Upon any voluntary or involuntary liquidation, dissolution or winding-winding up of the affairs of the Partnership, subject to the prior preferences and other rights of any Senior OP Units as to liquidation preferences, but before any payment or distribution of the assets of the Partnership (whether capital or surplus) shall be made to or set apart for the holders of Common Units or any other partnership interests in the Partnership or Units ranking junior to the Series B Preferred Junior OP Units as to the distribution of assets upon the any liquidation, dissolution or winding-winding up of the affairs of the Partnership, the holders of the Series B Class D OP Preferred Units shall, with respect to each such Unit, shall be entitled to receive, out of the assets of the Partnership legally available for distribution to Partners after payment its partners, liquidating distributions in cash or provision for payment property at its fair market value as determined by the General Partner in the amount of all debts and other liabilities of Twenty-Five Dollars ($25.00) per Class D OP Preferred Unit (the Partnership, an amount equal to the greater of (i) $50.00"Liquidation Preference"), plus an amount per Class D OP Preferred Unit equal to all distributions accrued and unpaid thereon (whether or not earned or declared) accrued and unpaid thereon to the date of final distribution and (ii) the amount that a holder of such Series B Preferred Unit would have received upon final distribution in respect of the number of Common Units into which such Series B Preferred Unit was convertible immediately prior to such date of final distribution (but no amount shall be paid in respect of the foregoing clause (ii) after the Fifteenth Anniversary Date) if, upon any such voluntary or involuntary liquidation, dissolution or winding-up of the Partnership, the assets of the Partnership, or proceeds thereof, distributable among the holders of the Series B Preferred Units are insufficient to pay in full the preferential amount aforesaid on the Series B Preferred Units and liquidating payments on any other Units or partnership interests in the Partnership of any class or series ranking, as to payment of distributions and amounts upon the liquidation, dissolution or winding-up of the Partnership, on a parity with the Series B Preferred Units, then such assets, or the proceeds thereof, shall be distributed among the holders of Series B Preferred Units and any such other Units or partnership interests in the Partnership ratably in accordance with the respective amounts that would be payable on such Series B Preferred Units and such other Units or partnership interests in the Partnership if all amounts payable thereon were paid in full. For the purposes of this Section 6, none of (i) a consolidation or merger of the Partnership with or into another entity, (ii) a merger of another entity with or into the Partnership or (iii) a sale, lease or conveyance of all or substantially all of the Partnership’s assets, properties or business shall be deemed to be a liquidation, dissolution or winding-up of the Partnership. (b) Written notice of 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 Units at the respective addresses of such holders as the same shall appear on the transfer records of the Partnership. (c) winding up. After payment of the full amount of the liquidating distributions to which they are entitled as provided in Section 6(a) of this Schedule Aentitled, the holders General Partner as holder of Series B Class D OP Preferred Units shall will have no right or claim to any of the remaining assets of the Partnership and shall not be entitled to any other distribution in the event of liquidation, dissolution or winding up of the affairs of the Partnership. (b) In the event that, upon any such voluntary or involuntary liquidation, dissolution or winding up of the Partnership, the legally available assets of the Partnership are insufficient to pay in full the amount of the Liquidation Preference per Unit of Class D OP Preferred Units plus an amount equal to all distributions accrued and unpaid on the Class D OP Preferred Units and the corresponding amounts payable on all Parity OP Units as to the distribution of assets upon liquidation, dissolution or winding up, then the General Partner as holder of the Class D OP Preferred Units and holders of all such Parity OP 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) Neither the consolidation or merger of the Partnership into or with another entity nor the dissolution, liquidation, winding up or reorganization of the Partnership immediately followed by organization of another entity to which such assets are distributed nor the sale, lease, transfer or conveyance of all or substantially all of the Partnership's assets to another entity shall be deemed a liquidation, dissolution or winding up of the affairs of the Partnership within the meaning of this Section 4; provided, however, that, in each case, effective provision is made in the organization documents of the resulting and surviving entity or otherwise for the recognition, preservation and protection of the rights of the General Partner as holder of Class D OP Preferred Units.

Liquidation Preference. (a) In the event of any voluntary or involuntary liquidation, dissolution or winding-up Liquidation of the PartnershipCorporation, before any payment or distribution of the assets of the Partnership (whether capital or surplus) each Holder shall be made to or set apart for the holders of Common Units or any other partnership interests in the Partnership or Units ranking junior to the Series B Preferred Units as to the distribution of assets upon the liquidation, dissolution or winding-up of the Partnership, the holders of the Series B Preferred Units shall, with respect to each such Unit, be entitled to receive, receive out of the assets of the Partnership Corporation or proceeds thereof available for distribution to Partners after payment or provision for payment of all debts and other liabilities stockholders of the PartnershipCorporation (whether capital or surplus), before any distribution of assets is made on the Common Stock or any other Junior Stock, an amount per share of Series A Preferred Stock held by such Holder equal to the greater sum of (ix) $50.00, the Liquidation Preference plus an amount equal to (y) all distributions (whether or not earned or declared) accrued and unpaid thereon dividends with respect to such share through and including the date of final distribution and (ii) the amount that a holder of such Series B Preferred Unit would have received upon final distribution in respect Liquidation of the number of Common Units into which such Series B Preferred Unit was convertible immediately prior to such date of final distribution (but no amount shall be paid Corporation. Without limiting the provisions set forth in respect of the foregoing clause (iiSection 6(c) after the Fifteenth Anniversary Date) if, upon any such voluntary or involuntary liquidation, dissolution or winding-up of the Partnership, the assets of the Partnership, or proceeds thereof, distributable among the holders of the Series B Preferred Units are insufficient to pay in full the preferential amount aforesaid on the Series B Preferred Units and liquidating payments on any other Units or partnership interests in the Partnership of any class or series ranking, as to payment of distributions and amounts upon the liquidation, dissolution or winding-up of the Partnership, on a parity with the Series B Preferred Units, then such assets, or the proceeds thereof, shall be distributed among the holders of Series B Preferred Units and any such other Units or partnership interests in the Partnership ratably in accordance with the respective amounts that would be payable on such Series B Preferred Units and such other Units or partnership interests in the Partnership if all amounts payable thereon were paid in full. For the purposes of this Section 6below, none of (i) a consolidation or merger of the Partnership with or into another entity, (ii) a merger of another entity with or into the Partnership or (iii) a sale, lease or conveyance sale of all or substantially all of the Partnership’s assets, properties property or business of the Corporation (other than in connection with the Liquidation of the Corporation), (ii) the merger, division, conversion or consolidation of the Corporation into or with any other Person or (iii) the merger, division, conversion or consolidation of any other Person into or with the Corporation, shall constitute a Liquidation of the Corporation for the purposes of the immediately preceding sentence. If the assets of the Corporation available for distribution to the Holders upon any Liquidation of the Corporation shall be deemed insufficient to pay in full all amounts to which such Holders are entitled pursuant to this Section 4, no such distribution shall be a liquidation, dissolution or winding-up made on account of any shares of Parity Stock upon such Liquidation unless proportionate distributable amounts shall be paid on account of the Partnership. (b) Written notice shares of Series A Preferred Stock, ratably, in proportion to the full distributable amounts for which such Holders and holders of any Parity Stock are entitled upon such Liquidation, with the amount allocable to each class or series of such liquidation, dissolution or winding-up stock determined on a pro rata basis of the Partnership, stating aggregate liquidation preference of the outstanding shares of each class or series and accrued and unpaid dividends to which each class or series is entitled. After 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 Units at the respective addresses of such holders as the same shall appear on the transfer records of the Partnership. (c) After payment Holders of the full amount of liquidating distributions to which they are entitled as preferential amounts provided for in this Section 6(a) of this Schedule A4, the holders of Series B Preferred Units such Holders such shall have no right or claim to any of the remaining assets of the PartnershipCorporation.

Liquidation Preference. (ai) In the event of any voluntary or involuntary liquidation, dissolution or winding-winding up of the Partnership, before any payment or distribution of the assets of the Partnership (whether capital or surplus) shall be made to or set apart for the holders of Common Units or any other partnership interests in the Partnership or Units ranking junior to the Series B Preferred Units as to the distribution of assets upon the liquidation, dissolution or winding-up affairs of the Partnership, the holders of the Series B C Preferred Units shall, with respect to each such Unit, shall be entitled to receive, receive out of the assets of the Partnership legally available for distribution to the Partners after payment or provision for payment of all debts and other liabilities pursuant to Section 13.2.A of the Partnership, an amount equal to the greater Partnership Agreement a liquidation preference in cash of (i) $50.0025.00 per Series C Preferred Unit, plus an amount equal to all distributions (whether or not earned or declared) accrued accumulated and unpaid thereon distributions to the date of final payment, before any distribution and of assets is made to holders of Class A Units, Class B Units or any other Partnership Interests that rank junior to the Series C Preferred Units as to liquidation rights. (ii) the amount that a holder of such Series B Preferred Unit would have received upon final distribution in respect of the number of Common Units into which such Series B Preferred Unit was convertible immediately prior to such date of final distribution (but no amount shall be paid in respect of the foregoing clause (ii) after the Fifteenth Anniversary Date) if, If upon any such voluntary or involuntary liquidation, dissolution or winding-winding up of the affairs of the Partnership, the assets of the Partnership, or proceeds thereof, distributable among the Partnership are insufficient to make such full payment to holders of the Series B Preferred Units are insufficient to pay in full the preferential amount aforesaid on the Series B C Preferred Units and liquidating payments the corresponding amounts payable on any all other Units or partnership interests in the Partnership of any class or series ranking, as to payment of distributions and amounts upon the liquidation, dissolution or winding-up of the Partnership, Interests ranking on a parity with the Series B C Preferred UnitsUnits in the distribution of assets, then such assets, or the proceeds thereof, shall be distributed among the holders of the Series B C Preferred Units and other such Partnership Interests shall share ratably in any such other Units or partnership interests distribution of assets in proportion to the Partnership ratably in accordance with the respective amounts that full liquidating distributions to which they would otherwise be payable on such Series B Preferred Units and such other Units or partnership interests in the Partnership if all amounts payable thereon were paid in full. For the purposes of this Section 6, none of (i) a consolidation or merger of the Partnership with or into another entity, (ii) a merger of another entity with or into the Partnership or (iii) a sale, lease or conveyance of all or substantially all of the Partnership’s assets, properties or business shall be deemed to be a liquidation, dissolution or winding-up of the Partnershiprespectively entitled. (biii) Written notice of any such liquidation, dissolution or winding-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 C Preferred Units at the respective addresses address of such holders as the same shall appear on the transfer records of the Partnership. (civ) After payment of the full amount of the liquidating distributions to which they are entitled as provided in Section 6(a) of this Schedule Aentitled, the holders of Series B C Preferred Units shall have no right or claim to any of the remaining assets of the Partnership. (v) None of a consolidation or merger of the Partnership with or into another entity, a merger of another entity with or into the Partnership or a sale, lease or conveyance of all or substantially all of the Partnership’s property or business shall be considered a liquidation, dissolution or winding up of the affairs of the Partnership.

Liquidation Preference. (aA) In the event of any voluntary or involuntary liquidation, dissolution or winding-winding up of the Partnership, whether voluntary or involuntary, before any payment or distribution of the assets of the Partnership (whether capital or surplus) shall be made to or set apart for the holders of Common Units or any other partnership interests in the Partnership or Units ranking junior to the Series B Preferred Units as to the distribution of assets upon the liquidation, dissolution or winding-up of the PartnershipJunior Units, the holders General Partner, in its capacity as holder of the Series B A Preferred Units shallUnits, with respect to each such Unit, shall be entitled to receive, out of receive Twenty Seven Dollars and Eight Cents ($27.08) (the assets of the Partnership available for distribution to Partners after payment or provision for payment of all debts and other liabilities of the Partnership, an amount equal to the greater of (i"Series A Liquidation Preference") $50.00, per Series A Preferred Unit plus an amount equal to all distributions (whether or not earned or declared) accrued and unpaid thereon to the date of final distribution and to the General Partner, in its capacity as such holder; but the General Partner, in its capacity as the holder of Series A Preferred Units shall not be entitled to any further payment; provided that the distribution payable with respect to the Distribution Period containing the date of final distribution shall be equal to the greater of (i) the distribution provided in clause (a) of the first sentence of Section 2(A) or (ii) the amount that a holder of such Series B Preferred Unit would have received upon final distribution in respect determined pursuant to clause (b) of the number first sentence of Common Units into which such Series B Preferred Unit was convertible immediately prior to such date of final distribution (but no amount shall be paid in respect of Section 2(A) for the foregoing clause (ii) after the Fifteenth Anniversary Date) ifpreceding Distribution Period. If, upon any such voluntary or involuntary liquidation, dissolution or winding-winding up of the Partnership, the assets of the Partnership, or proceeds thereof, distributable among to the holders General Partner, in its capacity as the holder of the Series B A Preferred Units are Units, shall be insufficient to pay in full the preferential amount aforesaid on the Series B Preferred Units and liquidating payments on any other Units or partnership interests in the Partnership of any class or series ranking, as to payment of distributions and amounts upon the liquidation, dissolution or winding-up of the Partnership, on a parity with the Series B Preferred Parity Units, then such assets, or the proceeds thereof, shall be distributed among the General Partner, in its capacity as the holder of such Series A Preferred Units, and the holders of Series B Preferred Units and any such other Parity Units or partnership interests in the Partnership ratably in accordance with the respective amounts that would be payable on such Series B A Preferred Units and such other Parity Units or partnership interests in the Partnership if all amounts payable thereon were paid in full. For the purposes of this Section 63, none of (ix) a consolidation or merger of the Partnership with one or into another entitymore partnerships, limited liability companies, corporations, real estate investment trusts or other entities and (ii) a merger of another entity with or into the Partnership or (iiiy) a sale, lease or conveyance of all or substantially all of the Partnership’s assets, properties 's property or business shall not be deemed to be a liquidation, dissolution or winding-up winding up, voluntary or involuntary, of the Partnership. (bB) Written notice Subject to the rights of such the holders of Partnership Units of any series or class ranking on a parity with or prior to the Series A Preferred Units upon any liquidation, dissolution or winding-winding up of the Partnership, stating the after payment date or dates when, and the place or places where, the amounts distributable shall have been made 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 full to the payment date stated thereinGeneral Partner, to each record in its capacity as the holder of the Series B A Preferred Units at the respective addresses of such holders as the same shall appear on the transfer records of the Partnership. (c) After payment of the full amount of liquidating distributions to which they are entitled Units, as provided in this Section 6(a) 3, any other series or class or classes of this Schedule AJunior Units shall, the holders of Series B Preferred Units shall have no right or claim subject to any respective terms and provisions applying thereto, be entitled to receive any and all assets remaining to be paid or distributed, and the General Partner, in its capacity as the holder of the remaining assets of the PartnershipSeries A Preferred Units, shall not be entitled to share therein.

Liquidation Preference. (a) In Subject to the event rights of series of Preferred Units which may from time to time come into existence, upon any voluntary or involuntary liquidation, dissolution or winding-winding up of the affairs of the Partnership, then, before any distribution or payment or distribution of the assets of the Partnership (whether capital or surplus) shall be made to or set apart for the holders of Common Units any Class A Units, Class B Units, or any other partnership interests in the class or series of Partnership or Units ranking junior to the Series B E Preferred Units as to in the distribution of assets upon the any liquidation, dissolution or winding-winding up of the affairs of the Partnership, the holders of the Series B E Preferred Units shall, with respect to each such Unit, shall be entitled to receive, receive out of the assets of the Partnership legally available for distribution to Partners after payment or provision for payment of all debts and other liabilities limited partners, liquidation distributions in the amount of the Partnership, an amount equal to the greater liquidation preference of (i) $50.0025.00 per share, plus an amount equal to all distributions (whether or not earned or declared) accrued and unpaid thereon to the date of final distribution and (ii) the amount that a holder of such Series B Preferred Unit would have received upon final distribution in respect of the number of Common Units into which such Series B Preferred Unit was convertible immediately prior to such date of final distribution (but no amount shall be paid in respect of the foregoing clause (ii) after the Fifteenth Anniversary Date) if, upon any such voluntary or involuntary liquidation, dissolution or winding-up of the Partnership, the assets of the Partnership, or proceeds thereof, distributable among the holders of the Series B Preferred Units are insufficient to pay in full the preferential amount aforesaid on the Series B Preferred Units and liquidating payments on any other Units or partnership interests in the Partnership of any class or series ranking, as to payment of distributions and amounts upon the liquidation, dissolution or winding-up of the Partnership, on a parity with the Series B Preferred Units, then such assets, or the proceeds thereof, shall be distributed among the holders of Series B Preferred Units and any such other Units or partnership interests in the Partnership ratably in accordance with the respective amounts that would be payable on such Series B Preferred Units and such other Units or partnership interests in the Partnership if all amounts payable thereon were paid in fullthereon. For the purposes of this Section 6, none of (i) a consolidation or merger of the Partnership with or into another entity, (ii) a merger of another entity with or into the Partnership or (iii) a sale, lease or conveyance of all or substantially all of the Partnership’s assets, properties or business shall be deemed to be a liquidation, dissolution or winding-up of the Partnership. (b) Written notice of 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 Units at the respective addresses of such holders as the same shall appear on the transfer records of the Partnership. (c) After payment of the full amount of the liquidating distributions to which they are entitled as provided in Section 6(a) of this Schedule Aentitled, the holders of Series B E Preferred Units shall will have no right or claim to any of the remaining assets of the Partnership. In the event that, upon any such voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Partnership, the available assets of the Partnership are insufficient to pay the amount of the liquidation distributions on all outstanding Series E Preferred Units and the corresponding amounts payable on all Partnership Units ranking on a parity with Series E Preferred Units in the distribution of assets upon any liquidation, dissolution or winding up of the affairs of the Partnership (“Parity Units”), then the holders of Series E Preferred Units and Parity Units shall share ratably in any such distribution of assets in proportion to the full liquidating distributions to which they would otherwise be respectively entitled. (b) For the purposes hereof, neither a consolidation or merger of the Partnership with or into any other partnership, limited liability company, corporation or any other entity, nor a merger of any other partnership, limited liability company, corporation or any other entity with or into the Partnership, nor a sale or transfer of all or any part of the Partnership assets for cash or securities shall be considered a liquidation, dissolution or winding up of the Partnership.

Liquidation Preference. (a) In the event of any voluntary or involuntary liquidation, dissolution or winding-winding up of the PartnershipCompany, whether voluntary or involuntary, before any payment or distribution of the assets of the Partnership Company (whether capital or surplus) shall be made to or set apart for the holders of Common Units or any other partnership interests in the Partnership or Units ranking junior to the Series B Preferred Units Junior Units, as to the distribution of assets upon the on any liquidation, dissolution or winding-winding up of the PartnershipCompany, the holders of the Series B A Preferred Units shall, with respect to each such Unit, shall be entitled to receive, out of the assets of the Partnership available for distribution to Partners after payment or provision for payment of all debts and other liabilities of the Partnership, an amount equal to the greater of receive Twenty-Five Dollars (i$25.00) $50.00, per Series A Preferred Unit plus an amount equal to all distributions (whether or not earned or declared) accrued and unpaid thereon to the date of final distribution and (ii) the amount that a holder of such Series B Preferred Unit would have received upon final distribution in respect of the number of Common Units into which such Series B Preferred Unit was convertible immediately prior to such date of final distribution (holders; but no amount such holders shall not be paid in respect of the foregoing clause (ii) after the Fifteenth Anniversary Date) ifentitled to any further payment. If, upon any such voluntary or involuntary liquidation, dissolution or winding-winding up of the PartnershipCompany, the assets of the PartnershipCompany, or proceeds thereof, distributable among the holders of the Series B A Preferred Units are shall be insufficient to pay in full the preferential amount aforesaid on the Series B Preferred Units and liquidating payments on any other Units or partnership interests in the Partnership shares of any class or series rankingof Parity Units, as to payment the distribution of distributions and amounts upon the assets on any liquidation, dissolution or winding-winding up of the Partnership, on a parity with the Series B Preferred UnitsCompany, then such assets, or the proceeds thereof, shall be distributed among the holders of Series B A Preferred Units and any such other Parity Units or partnership interests in the Partnership ratably in accordance with the respective amounts that would be payable on such Series B A Preferred Units and any such other Parity Units or partnership interests in the Partnership if all amounts payable thereon were paid in full. For the purposes of this Section 64, none of (i) a consolidation or merger of the Partnership Company with one or into another entitymore corporations, real estate investment trusts or other entities, (ii) a merger of another entity with or into the Partnership or (iii) a sale, lease or conveyance transfer of all or substantially all of the PartnershipCompany’s assets, properties assets or business (iii) a statutory share exchange shall not be deemed to be a liquidation, dissolution or winding-up winding up, voluntary or involuntary, of the PartnershipCompany. (b) Written notice Subject to the rights of such the holders of shares of any series or class or classes of Membership Units ranking on a parity with or prior to the Series A Preferred Units upon liquidation, dissolution or winding-winding up, upon any liquidation, dissolution or winding up of the PartnershipCompany, stating after payment shall have been made in full to the payment date holders of the Series A Preferred Units, as provided in this Section 4, any other series or dates whenclass or classes of Junior Units shall, subject to the respective terms and provisions (if any) applying thereto, be entitled to receive any and all assets remaining to be paid or distributed, and the 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 holders of the Series B A Preferred Units at the respective addresses of such holders as the same shall appear on the transfer records of the Partnershipnot be entitled to share therein. (c) After payment In determining whether a distribution (other than upon voluntary or involuntary liquidation), by distribution, redemption or other acquisition of Membership Units of the full amount Company or otherwise, is permitted under the Delaware law, amounts that would be needed, if the Company were to be dissolved at the time of liquidating distributions distribution, to which they are entitled as provided in Section 6(a) satisfy the preferential rights upon dissolution of this Schedule A, the holders of Series B A Preferred Units shall have no right or claim not be added to any of the remaining assets of the PartnershipCompany’s total liabilities.

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

Liquidation Preference. (ai) In the event of any voluntary or involuntary liquidation, dissolution or winding-winding up of the PartnershipPartnership or the General Partner, whether voluntary or involuntary, before any payment or distribution of the assets of the Partnership (whether capital or surplus) shall be made to or set apart for the holders of Common Units or any other partnership interests in the Partnership or Units ranking junior to the Series B Preferred Units as to the distribution of assets upon the liquidation, dissolution or winding-up of the PartnershipJunior Units, the holders General Partner, in its capacity as the holder of the Series B A Preferred Units shall, with respect to each such Unit, shall be entitled to receive, out of the assets of the Partnership available for distribution to Partners after payment or provision for payment of all debts and other liabilities of the Partnership, an amount equal to the greater of receive Fifty Dollars (i) $50.00, ) per Series A Preferred Unit (the "Liquidation Preference") plus an amount equal to all distributions (whether or not earned or declared) accrued and unpaid thereon to the date of final distribution and (ii) to the amount that a General Partner, in its capacity as such holder; but the General Partner, in its capacity as the holder of such Series B A Preferred Unit would have received upon final distribution in respect of the number of Common Units into which such Series B Preferred Unit was convertible immediately prior shall not be entitled to such date of final distribution (but no amount shall be paid in respect of the foregoing clause (ii) after the Fifteenth Anniversary Date) ifany further payment. If, upon any such voluntary or involuntary liquidation, dissolution or winding-winding up of the PartnershipPartnership or the General Partner, the assets of the Partnership, or proceeds thereof, distributable among to the holders General Partner, in its capacity as the holder of the Series B A Preferred Units are Units, shall be insufficient to pay in full the preferential amount aforesaid on the Series B Preferred Units and liquidating payments on any other Units or partnership interests in the Partnership of any class or series ranking, as to payment of distributions and amounts upon the liquidation, dissolution or winding-up of the Partnership, on a parity with the Series B Preferred Parity Units, then such assets, or the proceeds thereof, shall be distributed among the General Partner, in its capacity as the holder of such Series A Preferred Units, and the holders of Series B Preferred Units and any such other Parity Units or partnership interests in the Partnership ratably in accordance with the respective amounts that would be payable on such Series B Preferred Units and such other Units or partnership interests in the Partnership if all amounts payable thereon were paid in full. For the purposes of this Section 6, none of (i) a consolidation or merger of the Partnership with or into another entity, respective (ii) Subject to the rights of the holders of Partnership Units of any series or class or classes of shares ranking on a merger of another entity parity with or into prior to the Partnership or (iii) a sale, lease or conveyance of all or substantially all of the Partnership’s assets, properties or business shall be deemed to be a Series A Preferred Units upon any liquidation, dissolution or winding-winding up of the Partnership. (b) Written notice of such liquidation, dissolution General Partner or winding-up of the Partnership, stating the after payment date or dates when, and the place or places where, the amounts distributable shall have been made 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 full to the payment date stated thereinGeneral Partner, to each record in its capacity as the holder of the Series B A Preferred Units at the respective addresses of such holders as the same shall appear on the transfer records of the Partnership. (c) After payment of the full amount of liquidating distributions to which they are entitled Units, as provided in Section 6(a) this Section, any series or class or classes of this Schedule AJunior Units shall, the holders of Series B Preferred Units shall have no right or claim subject to any respective terms and provisions applying thereto, be entitled to receive any and all assets remaining to be paid or distributed, and the General Partner, in its capacity as the holder of the remaining assets of the PartnershipSeries A Preferred Units, shall not be entitled to share therein.

Liquidation Preference. (aA) In the event of any voluntary or involuntary liquidation, dissolution or winding-winding up of the Partnership, whether voluntary or involuntary, before any payment or distribution of the assets of the Partnership (whether capital or surplus) shall be made to or set apart for the holders of Common Units or any other partnership interests in the Partnership or Units ranking junior to the Series B Preferred Units as to the distribution of assets upon the liquidation, dissolution or winding-up of the PartnershipJunior Units, the holders General Partner, in its capacity as holder of the Series B G Preferred Units shallUnits, with respect to each such Unit, shall be entitled to receive, out of receive Thirty-Nine Dollars ($39.00) (the assets of the Partnership available for distribution to Partners after payment or provision for payment of all debts and other liabilities of the Partnership, an amount equal to the greater of (i"Series G Liquidation Preference") $50.00, per Series G Preferred Unit plus an amount equal to all distributions (whether or not earned or declared) accrued and unpaid thereon to the date of final distribution and to the General Partner, in its capacity as such holder; but the General Partner, in its capacity as the holder of Series G Preferred Units, shall not be entitled to any further payment; provided that the distribution payable with respect to the Distribution Period containing the date of final distribution shall be equal to the greater of (i) the distribution provided in clause (a) of the first sentence of Section 2(A) or (ii) the amount that a holder of such Series B Preferred Unit would have received upon final distribution in respect determined pursuant to clause (b) of the number first sentence of Common Units into which such Series B Preferred Unit was convertible immediately prior to such date of final distribution (but no amount shall be paid in respect of Section 2(A) for the foregoing clause (ii) after the Fifteenth Anniversary Date) ifpreceding Distribution Period. If, upon any such voluntary or involuntary liquidation, dissolution or winding-winding up of the Partnership, the assets of the Partnership, or proceeds thereof, distributable among to the holders General Partner, in its capacity as the holder of the Series B G Preferred Units are Units, shall be insufficient to pay in full the preferential amount aforesaid on the Series B Preferred Units and liquidating payments on any other Units or partnership interests in the Partnership of any class or series ranking, as to payment of distributions and amounts upon the liquidation, dissolution or winding-up of the Partnership, on a parity with the Series B Preferred Parity Units, then such assets, or the proceeds thereof, shall be distributed among the General Partner, in its capacity as the holder of such Series G Preferred Units, and the holders of Series B Preferred Units and any such other Parity Units or partnership interests in the Partnership ratably in accordance with the respective amounts that would be payable on such Series B G Preferred Units and such other Parity Units or partnership interests in the Partnership if all amounts payable thereon were paid in full. For the purposes of this Section 63, none of (ix) a consolidation or merger of the Partnership with one or into another entitymore partnerships, limited liability companies, corporations, real estate investment trusts or other entities and (ii) a merger of another entity with or into the Partnership or (iiiy) a sale, lease or conveyance of all or substantially all of the Partnership’s assets, properties 's property or business shall not be deemed to be a liquidation, dissolution or winding-up winding up, voluntary or involuntary, of the Partnership. (bB) Written notice Subject to the rights of such the holders of Partnership Units of any series or class ranking on a parity with or prior to the Series G Preferred Units upon any liquidation, dissolution or winding-winding up of the Partnership, stating the after payment date or dates when, and the place or places where, the amounts distributable shall have been made 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 full to the payment date stated thereinGeneral Partner, to each record in its capacity as the holder of the Series B G Preferred Units at the respective addresses of such holders as the same shall appear on the transfer records of the Partnership. (c) After payment of the full amount of liquidating distributions to which they are entitled Units, as provided in this Section 6(a) 3, any other series or class or classes of this Schedule AJunior Units shall, the holders of Series B Preferred Units shall have no right or claim subject to any respective terms and provisions (if any) applying thereto, be entitled to receive any and all assets remaining to be paid or distributed, and the General Partner, in its capacity as the holder of the remaining assets of the PartnershipSeries G Preferred Units, shall not be entitled to share therein.

Liquidation Preference. (a) In the event of any voluntary or involuntary liquidation, dissolution or winding-winding up of the PartnershipCompany, whether voluntary or involuntary, before any payment or distribution of the assets of the Partnership Company (whether capital or surplus) shall be made to or set apart for the holders of Common Units or any other partnership interests in the Partnership or Units ranking junior to the Series B Preferred Units Junior Units, as to the distribution of assets upon the on any liquidation, dissolution or winding-winding up of the PartnershipCompany, the holders of the Series B C Preferred Units shall, with respect to each such Unit, shall be entitled to receive, out of the assets of the Partnership available for distribution to Partners after payment or provision for payment of all debts and other liabilities of the Partnership, an amount equal to the greater of receive Twenty-Five Dollars (i$25.00) $50.00, per Series C Preferred Unit plus an amount equal to all distributions (whether or not earned or declared) accrued and unpaid thereon to the date of final distribution and (ii) the amount that a holder of such Series B Preferred Unit would have received upon final distribution in respect of the number of Common Units into which such Series B Preferred Unit was convertible immediately prior to such date of final distribution (holders; but no amount such holders shall not be paid in respect of the foregoing clause (ii) after the Fifteenth Anniversary Date) ifentitled to any further payment. If, upon any such voluntary or involuntary liquidation, dissolution or winding-winding up of the PartnershipCompany, the assets of the PartnershipCompany, or proceeds thereof, distributable among the holders of the Series B C Preferred Units are shall be insufficient to pay in full the preferential amount aforesaid on the Series B Preferred Units and liquidating payments on any other Units or partnership interests in the Partnership of any class or series rankingof Parity Units, as to payment the distribution of distributions and amounts upon the assets on any liquidation, dissolution or winding-winding up of the Partnership, on a parity with the Series B Preferred UnitsCompany, then such assets, or the proceeds thereof, shall be distributed among the holders of Series B C Preferred Units and any such other Parity Units or partnership interests in the Partnership ratably in accordance with the respective amounts that would be payable on such Series B C Preferred Units and any such other Parity Units or partnership interests in the Partnership if all amounts payable thereon were paid in full. For the purposes of this Section 64, none of (i) a consolidation or merger of the Partnership Company with one or into another entitymore corporations, real estate investment trusts or other entities, (ii) a merger of another entity with or into the Partnership or (iii) a sale, lease or conveyance transfer of all or substantially all of the Partnership’s assets, properties Company's assets or business (iii) a statutory share exchange shall not be deemed to be a liquidation, dissolution or winding-up winding up, voluntary or involuntary, of the PartnershipCompany. (b) Written notice Subject to the rights of such the holders of any series or class or classes of Membership Units ranking on a parity with or prior to the Series C Preferred Units upon liquidation, dissolution or winding-winding up, upon any liquidation, dissolution or winding up of the PartnershipCompany, stating after payment shall have been made in full to the payment date holders of the Series C Preferred Units, as provided in this Section 4, any other series or dates whenclass or classes of Junior Units shall, subject to the respective terms and provisions (if any) applying thereto, be entitled to receive any and all assets remaining to be paid or distributed, and the 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 holders of the Series B C Preferred Units at the respective addresses of such holders as the same shall appear on the transfer records of the Partnershipnot be entitled to share therein. (c) After payment In determining whether a distribution (other than upon voluntary or involuntary liquidation), by dividend, redemption or other acquisition of Membership Units of the full amount Company or otherwise, is permitted under the DGCL, amounts that would be needed, if the Company were to be dissolved at the time of liquidating distributions distribution, to which they are entitled as provided in Section 6(a) satisfy the preferential rights upon dissolution of this Schedule A, the holders of Series B C Preferred Units shall have no right or claim not be added to any of the remaining assets of the PartnershipCompany’s total liabilities.

Liquidation Preference. (a) In the event of Upon any voluntary or involuntary liquidation, dissolution or winding-winding up of the Partnership, before any payment or distribution of the assets affairs of the Partnership (whether capital after payment of, or surplus) shall be made to or set apart for the holders of Common Units or any other partnership interests in the Partnership or Units ranking junior to the Series B Preferred Units as to the distribution of assets upon the liquidationadequate provision for, dissolution or winding-up debts and obligations of the Partnership, the holders of the 5% Series B A Preferred Units shall, with respect to each such Unit, be then outstanding are entitled to receive, be paid out of the assets of the Partnership legally available for distribution to Partners after payment or provision for payment its partners a liquidation Annex A-3 preference of all debts and other liabilities of $50.00 per 5% Series A Preferred Unit (the Partnership, an amount equal to the greater of (i) $50.00“Liquidation Preference”), plus an amount equal to all distributions (whether or not earned or declared) any accrued and unpaid thereon distributions to the date of final payment, before any distribution and (ii) of assets is made to holders of any other Partnership Units that rank junior to the amount that a holder of such 5% Series B A Preferred Unit would have received upon final distribution in respect Units. After payment of the number of Common Units into full liquidating distributions to which such Series B Preferred Unit was convertible immediately prior to such date of final distribution (but no amount shall be paid in respect they are entitled, the holders of the foregoing clause 5% Series A Preferred Units will have no rights or claim to any of the remaining assets of the Partnership. (iib) after In the Fifteenth Anniversary Date) ifevent that, upon any such voluntary or involuntary liquidation, dissolution or winding-up of the Partnershipwinding up, the available assets of the Partnership, or proceeds thereof, distributable among the holders of the Series B Preferred Units Partnership are insufficient to pay in full the preferential amount aforesaid of the liquidating distributions on the all outstanding 5% Series B A Preferred Units and liquidating payments the corresponding amounts payable on any all Partnership Units of other Units or partnership interests in the Partnership of any class classes or series ranking, as to payment of distributions and amounts upon the liquidation, dissolution or winding-up of the Partnership, Partnership Units ranking on a parity with the 5% Series B A Preferred UnitsUnits in the distribution of assets upon liquidation, then such assets, or the proceeds thereof, shall be distributed among the holders of the 5% Series B A Preferred Units and all other such classes or series of Partnership Units ranking on a parity with the 5% Series A Preferred Units in the distribution of assets upon liquidation shall share ratably in any such other Units or partnership interests distribution of assets in proportion to the Partnership ratably in accordance with the respective amounts that full liquidating distributions to which they would otherwise be payable on such Series B Preferred Units and such other Units or partnership interests in the Partnership if all amounts payable thereon were paid in full. For the purposes of this Section 6, none of (i) a consolidation or merger of the Partnership with or into another entity, (ii) a merger of another entity with or into the Partnership or (iii) a sale, lease or conveyance of all or substantially all of the Partnership’s assets, properties or business shall be deemed to be a liquidation, dissolution or winding-up of the Partnershiprespectively entitled. (bc) Written notice of any such liquidation, dissolution or winding-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 5% Series B A Preferred Units at the respective addresses of such holders as the same shall appear on in the transfer books and records of the Partnership. (cd) After payment The consolidation, conversion, combination or merger of the full amount Partnership with or into any other corporation, partnership or entity or consolidation, conversion or merger of liquidating distributions any other corporation with or into the Partnership, or any statutory share exchange, shall not be deemed to which they are entitled as provided in Section 6(a) of this Schedule Aconstitute a liquidation, the holders of Series B Preferred Units shall have no right dissolution or claim to any of the remaining assets winding up of the Partnership. (e) Any distributions pursuant to this Section 4 shall be made by the end of the Partnership’s taxable year in which the liquidation occurs (or, if later, within 90 days after the date of the liquidation). To the extent deemed advisable by the General Partner, appropriate arrangements (including the use of a liquidating trust) may be made to assure that adequate funds are available to pay any contingent debts or obligations.

Liquidation Preference. (a) In the event of any voluntary or involuntary liquidationDistribution, dissolution or windingthe Series C-up of the Partnership, before any payment or distribution of the assets of the Partnership (whether capital or surplus) V Holders shall be made entitled to or set apart for receive, immediately after any distributions to the holders of Common Units or the Senior Securities required by the Company's Certificate of Incorporation, and prior in preference to any other partnership interests in the Partnership or Units ranking junior distribution to the Series B Preferred Units as holders of the Junior Securities, but in parity with any Distribution to the distribution of assets upon the liquidation, dissolution or winding-up holders of the PartnershipSeries A Preferred Stock (the "Series A Holders"), the holders of the Series B Preferred Units shall, with respect to each such Unit, be entitled to receive, out Stock (the "Series B Holders") or the holders of the assets of the Partnership available for distribution to Partners after payment or provision for payment of all debts and other liabilities of the PartnershipParity Securities, an amount per share equal to the greater Original Issue Price. If upon the occurrence of (i) $50.00any such Distribution, plus an amount equal to all distributions (whether or not earned or declared) accrued and unpaid thereon to the date after payment in full of final distribution and (ii) the amount that a holder of such Series B Preferred Unit would have received upon final distribution any preferential amounts due in respect of the number of Common Units into which such Series B Preferred Unit was convertible immediately prior to such date of final distribution (but no amount shall be paid in respect of the foregoing clause (ii) after the Fifteenth Anniversary Date) if, upon any such voluntary or involuntary liquidation, dissolution or winding-up of the PartnershipSenior Securities, the assets of and funds available to be distributed among the PartnershipSeries A Holders, or proceeds thereofthe Series B Holders, distributable among the Series C-V Holders and the holders of the Series B Preferred Units are Parity Securities shall be insufficient to pay in to such Holders the full preferential amounts due to the preferential amount aforesaid on Series A Holders, the Series B Preferred Units Holders, the Series C-V Holders and liquidating payments on any other Units or partnership interests in the Partnership of any class or series ranking, as to payment of distributions and amounts upon the liquidation, dissolution or winding-up holders of the Partnership, on a parity with the Series B Preferred UnitsParity Securities, then such assets, or the proceeds thereof, entire assets and funds of the Company legally available for distribution shall be distributed among the Series A Holders, the Series B Holders, the Series C-V Holders and the holders of Series B Preferred Units the Parity Securities, pro rata, based on the respective liquidation amounts to which each such series of stock is entitled by the Company's Certificate of Incorporation and any such other Units or partnership interests certificate(s) of designation relating thereto. (b) Upon the completion of the distribution required by Section 7F.3(a), if assets remain in the Partnership ratably Company, they shall be distributed to holders of Junior Securities in accordance with the respective amounts that would be payable on such Company's Certificate of Incorporation, including any duly adopted certificate(s) of designation. (c) At the option of each Series B Preferred Units and such other Units or partnership interests in the Partnership if all amounts payable thereon were paid in full. For the purposes of this Section 6C-V Holder, none of (i) a consolidation or merger of the Partnership with or into another entity, (ii) a merger of another entity with or into the Partnership or (iii) a sale, lease conveyance or conveyance disposition of all or substantially all the assets of the Partnership’s assets, properties Company to any entity other than an Affiliate of the Company which is controlled by the Company through the direct or business indirect ownership of not less than 50% of the voting securities or interests thereof (a "Liquidating Transaction") shall be deemed to be a liquidation, dissolution or windingwinding up within the meaning of this Section 7F.3; provided, that neither (i) any Liquidating Transaction that a Series C-up of the Partnership. (b) Written notice of such V Holder elects in writing not to treat as a liquidation, dissolution or winding-winding up of the PartnershipCompany nor (ii) any consolidation, stating merger, acquisition, or other business combination of the payment date Company with or dates wheninto any other company or companies shall be treated as a liquidation, and dissolution or winding up within the place meaning of this Section 7F.3(c), but instead shall be subject to Section 7F.4(f). Any Series C-V Holder as to which any Liquidating Transaction is treated as a liquidation, dissolution or places wherewinding up of the Company under this Section 7F.3(c) is referred to herein as a "Series C-V Liquidating Holder." (d) Prior to the closing of a transaction described in Section 7F.3(c) which would constitute a liquidation event, the amounts distributable in such circumstances Company shall be payable, shall be given by first class mail, postage pre-paid, not less than 30 nor more than 60 days prior either (i) make all cash distributions it is required to make to the payment date stated thereinSeries C-V Liquidating Holders pursuant to the first sentence of Section 7F.3(a), (ii) set aside sufficient funds from which the cash distributions required to each record holder be made to the Series C-V Liquidating Holders can be made, or (iii) establish an escrow or other similar arrangement with a third party pursuant to which the proceeds payable to the Company from a sale of all or substantially all the assets of the Company will be used to make the liquidating payments to the Series C-V Liquidating Holders immediately after the consummation of such sale. If the Company has not fully complied with any of the foregoing alternatives, the Company shall either: (x) cause such closing to be postponed until such cash distributions have been made, or (y) cancel such transaction, in which event the rights of the Series B Preferred Units at the respective addresses of such holders as C-V Holders or other arrangements shall be the same shall appear on the transfer records of the Partnershipas existing immediately prior to such proposed transaction. (c) After payment of the full amount of liquidating distributions to which they are entitled as provided in Section 6(a) of this Schedule A, the holders of Series B Preferred Units shall have no right or claim to any of the remaining assets of the Partnership.

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

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

Liquidation Preference. (a) In the event of any voluntary or involuntary liquidation, dissolution or winding-winding up of the Partnership, whether voluntary or involuntary, before any payment or distribution of the assets of by the Partnership (whether capital of capital, surplus or surplusotherwise) shall be made to or set apart for the holders of Common Units or any other partnership interests in Junior Partnership Units, the holders of Class [●] Partnership or Units ranking junior to the Series B Preferred Units as shall be entitled to receive, for each Class [●] Partnership Preferred Unit, the Liquidation Preference thereof, plus all accumulated, accrued and unpaid distributions thereon, if any, to, but excluding, the date of final distribution to such holders; but such holders shall not be entitled to any further payment. Until the holders of assets the Class [●] Partnership Preferred Units have been paid the Liquidation Preference in full, plus all accumulated, accrued and unpaid distributions thereon, if any, to, but excluding, the date of final distribution to such holders, no payment will be made to any holder of Junior Partnership Units upon the liquidation, dissolution or winding-winding up of the Partnership, the holders of the Series B Preferred Units shall, with respect to each such Unit, be entitled to receive, out of the assets of the Partnership available for distribution to Partners after payment or provision for payment of all debts and other liabilities of the Partnership, an amount equal to the greater of (i) $50.00, plus an amount equal to all distributions (whether or not earned or declared) accrued and unpaid thereon to the date of final distribution and (ii) the amount that a holder of such Series B Preferred Unit would have received upon final distribution in respect of the number of Common Units into which such Series B Preferred Unit was convertible immediately prior to such date of final distribution (but no amount shall be paid in respect of the foregoing clause (ii) after the Fifteenth Anniversary Date) if. If, upon any such voluntary or involuntary liquidation, dissolution or winding-winding up of the Partnership, the assets of the Partnership, or proceeds thereof, distributable legally available for distribution among the holders of the Series B Class [●] Partnership Preferred Units are shall be insufficient to pay in full the preferential amount aforesaid on the Series B Preferred Units and liquidating payments on any other Units or partnership interests in the Partnership units of any class or series ranking, as to payment of distributions and amounts upon the liquidation, dissolution or winding-up of the Partnership, on a parity with the Series B Preferred Parity Partnership Units, then such assets, or the proceeds thereof, shall be distributed among the holders of Series B Class [●] Partnership Preferred Units and any such other Parity Partnership Units or partnership interests ratably in the Partnership ratably in accordance with same proportion as the respective amounts that would be payable on such Series B Class [●] Partnership Preferred Units and any such other Parity Partnership Units or partnership interests in the Partnership if all amounts payable thereon were paid in full. For the purposes of this Section 65, none of (i) a consolidation or merger of the Partnership with one or into another entitymore entities, (ii) a merger of another entity with sale or into the Partnership or (iii) a sale, lease or conveyance transfer of all or substantially all of the Partnership’s assets, properties or business and (iii) a statutory unit exchange shall not be deemed to be a liquidation, dissolution or winding-up winding up, voluntary or involuntary, of the Partnership. (b) Written notice of such Upon any liquidation, dissolution or winding-winding up of the Partnership, stating after payment shall have been made in full to the payment date holders of Class [●] Partnership Preferred Units and any Parity Partnership Units, as provided in Section 5(a) any series or dates whenclass or classes of Junior Partnership Units shall, subject to the respective terms thereof, be entitled to receive any and all assets remaining to be paid or distributed, and the 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 holders of the Series B Class [●] Partnership Preferred Units at the respective addresses of such holders as the same and any Parity Partnership Units shall appear on the transfer records of the Partnershipnot be entitled to share therein. (c) After payment of the full amount of liquidating distributions to which they are entitled as provided in Section 6(a) of this Schedule AIn determining whether a distribution (other than upon voluntary or involuntary liquidation, the holders of Series B Preferred Units shall have no right dissolution or claim to any of the remaining assets winding up of the Partnership) by distribution, redemption or other acquisition of units of the Partnership or otherwise is permitted under the Act, 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 Partnership Units whose preferential rights upon dissolution are superior or prior to those receiving the distribution.

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

Liquidation Preference. (ai) In the event of any voluntary or involuntary liquidation, dissolution or winding-up of the Partnership, before any payment or distribution of the assets of the Partnership (whether capital or surplus) shall be made to or set apart for the holders of Common Units or any other partnership interests in the Partnership or Units ranking junior to the Series B Preferred Units as to the distribution of assets upon the liquidation, dissolution or winding-winding up of the Partnership, the holders Managing General Partner, in its capacity as holder of the Series B I Preferred Units shallUnits, with respect to each such Unit, shall be entitled to receive, receive out of the assets of the Partnership legally available for distribution to the Partners after payment or provision for payment of all debts and other liabilities pursuant to Section 13.02.A of the PartnershipPartnership Agreement, an amount equal to the greater a liquidation preference of (i) $50.0025.00 per Series I Preferred Unit, plus an amount equal to all any accumulated and unpaid distributions (whether or not earned or declaredauthorized) accrued and unpaid thereon to to, but not including, the date of final payment, before any distribution and of assets is made to holders of any Junior Partnership Interests, but subject to the preferential rights of the holders of Senior Partnership Interests. (ii) the amount that a holder of such Series B Preferred Unit would have received upon final distribution in respect of the number of Common Units into which such Series B Preferred Unit was convertible immediately prior to such date of final distribution (but no amount shall be paid in respect of the foregoing clause (ii) after the Fifteenth Anniversary Date) if, If upon any such voluntary or involuntary liquidation, dissolution or winding-winding up of the Partnership, the assets of the Partnership, or proceeds thereof, distributable among the holders of the Series B Preferred Units Partnership legally available for distribution to its Partners are insufficient to pay in make such full the preferential amount aforesaid on the Series B Preferred Units and liquidating payments on any other Units or partnership interests in the Partnership of any class or series ranking, as to payment of distributions and amounts upon the liquidation, dissolution or winding-up of the Partnership, on a parity with the Series B Preferred Units, then such assets, or the proceeds thereof, shall be distributed among the holders of Series B Preferred Units and any such other Units or partnership interests in the Partnership ratably in accordance with the respective amounts that would be payable on such Series B Preferred Units and such other Units or partnership interests in the Partnership if all amounts payable thereon were paid in full. For the purposes of this Section 6, none of (i) a consolidation or merger of the Partnership with or into another entity, (ii) a merger of another entity with or into the Partnership or (iii) a sale, lease or conveyance of all or substantially all of the Partnership’s assets, properties or business shall be deemed to be a liquidation, dissolution or winding-up of the Partnership. (b) Written notice of 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 thereinManaging General Partner, to each record in its capacity as the holder of the Series B I Preferred Units at Units, and the respective addresses corresponding amounts payable on all Parity Partnership Interests, then the Managing General Partner, in its capacity as the holder of the Series I Preferred Units, and all other holders of such holders as Partnership Interests shall share ratably in any such distribution of assets in proportion to the same shall appear on the transfer records of the Partnershipfull liquidating distributions (including, if applicable, accumulated and unpaid distributions) to which they would otherwise be respectively entitled. (ciii) After payment of the full amount of the liquidating distributions to which they are entitled as provided in Section 6(a) of this Schedule Aentitled, the holders Managing General Partner, in its capacity as the holder of the Series B I Preferred Units Units, shall have no right or claim to any of the remaining assets of the Partnership. (iv) None of a consolidation or merger of the Partnership with or into another entity, a merger of another entity with or into the Partnership, a statutory unit exchange by the Partnership or a sale, lease or conveyance of all or substantially all of the Partnership’s property or business shall be considered a liquidation, dissolution or winding up of the affairs of the Partnership.

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

Liquidation Preference. (ai) In the event of any voluntary or involuntary liquidation, dissolution or winding-winding up of the Partnership, before any payment or distribution of the assets of the Partnership (whether capital or surplus) shall be made to or set apart for the holders of Common Units or any other partnership interests in the Partnership or Units ranking junior to the Series B Preferred Units as to the distribution of assets upon the liquidation, dissolution or winding-up affairs of the Partnership, the holders of the Series B I Preferred Units shall, with respect to each such Unit, shall be entitled to receive, out of the assets of the Partnership legally available for distribution to the Partners after payment or provision for payment of all debts and other liabilities pursuant to Section 13.2.A of the PartnershipPartnership Agreement, an amount liquidating distributions in cash or property at fair market value as determined by the General Partner equal to the greater a liquidation preference of (i) $50.0025.00 per Series I Preferred Unit, plus an amount equal to all distributions (whether or not earned or declared) accrued and unpaid thereon distributions to and including the date of final payment, before any distribution and of assets is made to holders of Class A Units, Class B Units or any other Partnership Interests that rank junior to the Series I Preferred Units as to liquidation rights. (ii) the amount that a holder of such Series B Preferred Unit would have received upon final distribution in respect of the number of Common Units into which such Series B Preferred Unit was convertible immediately prior to such date of final distribution (but no amount shall be paid in respect of the foregoing clause (ii) after the Fifteenth Anniversary Date) if, If upon any such voluntary or involuntary liquidation, dissolution or winding-winding up of the affairs of the Partnership, the assets of the Partnership, or proceeds thereof, distributable among the Partnership are insufficient to make such full payment to holders of the Series B Preferred Units are insufficient to pay in full the preferential amount aforesaid on the Series B I Preferred Units and liquidating payments the corresponding amounts payable on any all other Units or partnership interests in the Partnership of any class or series ranking, as to payment of distributions and amounts upon the liquidation, dissolution or winding-up of the Partnership, Interests ranking on a parity with the Series B I Preferred UnitsUnits in the distribution of assets, then such assets, or the proceeds thereof, shall be distributed among the holders of the Series B I Preferred Units and other such Partnership Interests shall share ratably in any such other Units or partnership interests distribution of assets in proportion to the Partnership ratably in accordance with the respective amounts that full liquidating distributions to which they would otherwise be payable on such Series B Preferred Units and such other Units or partnership interests in the Partnership if all amounts payable thereon were paid in full. For the purposes of this Section 6, none of (i) a consolidation or merger of the Partnership with or into another entity, (ii) a merger of another entity with or into the Partnership or (iii) a sale, lease or conveyance of all or substantially all of the Partnership’s assets, properties or business shall be deemed to be a liquidation, dissolution or winding-up of the Partnershiprespectively entitled. (b) Written notice of 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 Units at the respective addresses of such holders as the same shall appear on the transfer records of the Partnership. (ciii) After payment of the full amount of the liquidating distributions to which they are entitled as provided in Section 6(a) of this Schedule Aentitled, the holders of Series B I Preferred Units shall have no right or claim to any of the remaining assets of the Partnership. (iv) None of a consolidation or merger of the Partnership with or into another entity, a merger of another entity with or into the Partnership or a sale, lease or conveyance of all or substantially all of the Partnership's property or business shall be considered a liquidation of the Partnership.