Common use of Liquidation Rights Clause in Contracts

Liquidation Rights. (A) Subject to Section 5.11(c)(iii)(B), upon the occurrence of any Liquidation Event, Series A Preferred Unitholders (to the extent their Series A Preferred Units have not been converted to Common Units in accordance with Section 5.11(c)(vii) prior to the occurrence of such Liquidation Event) shall be entitled to receive out of the assets of the Partnership or proceeds thereof legally available for distribution to the Partners, (i) after satisfaction of all liabilities, if any, to creditors of the Partnership, (ii) after all applicable distributions of such assets or proceeds being made to or set aside for the holders of any Series A Senior Securities then Outstanding in respect of such Liquidation Event, (iii) concurrently with any applicable distributions of such assets or proceeds being made to or set aside for holders of any Series A Parity Interests then Outstanding in respect of such Liquidation Event and (iv) before any distribution of such assets or proceeds is made to or set aside for the holders of Common Units and any other classes or series of Series A Junior Securities as to such distribution, a liquidating distribution or payment in full redemption of such Series A Preferred Units, in an amount equal to the Series A Liquidation Preference. For purposes of clarity, upon the occurrence of any Liquidation Event, (x) the holders of then Outstanding Series A Senior Securities shall be entitled to receive the applicable Liquidation Preference on such Series A Senior Securities before any distribution shall be made with respect to the Series A Preferred Units or any Series A Parity Securities and (y) the Series A Preferred Unitholders shall be entitled to the Series A Liquidation Preference per Series A Preferred Unit in cash, concurrently with any distribution made to the holders of any Series A Parity Securities and before any distribution shall be made to the holders of Common Units or any other Series A Junior Securities. Series A Preferred Holders shall not be entitled to any other amounts from the Partnership, in their capacity as Series A Preferred Holders, after they have received the Series A Liquidation Preference. The payment of the Series A Liquidation Preference in full shall be a payment in redemption of the Series A Preferred Units, such that, from and after payment of the full Series A Liquidation Preference, any such Series A Preferred Unit shall thereafter be cancelled and no longer be Outstanding.

Liquidation Rights. (A) Subject to Section 5.11(c)(iii)(B), upon In the occurrence event of any Liquidation Eventliquidation, dissolution, and winding up of the Partnership under Section 12.4 or a sale, exchange, or other disposition of all or substantially all of the assets of the Partnership, either voluntary or involuntary, the Record Holders of the Series A Preferred Unitholders (to the extent their Series A C Preferred Units have not been converted to Common Units in accordance with Section 5.11(c)(vii) prior to the occurrence of such Liquidation Event) shall be entitled to receive receive, out of the assets of the Partnership or proceeds thereof legally available for distribution to the PartnersPartners or any Assignees, prior and in preference to any distribution of any assets of the Partnership to the Record Holders of any other class or series of Partnership Interests other than the Series B Preferred Units, (i) after satisfaction first, any accumulated and unpaid distributions on the Series C Preferred Units (regardless of whether previously declared) and (ii) then, any positive value in each such holder’s Capital Account in respect of such Series C Preferred Units; provided, however, that so long as any Series B Preferred Units are Outstanding, no liquidating distribution shall be paid or set aside for payment on any Series C Preferred Units unless and until the full amount of the Series B Liquidation Value has been distributed in respect of Outstanding Series B Preferred Units in accordance with Section 5.10(b)(iv). If in the year of such liquidation and winding up, or sale, exchange, or other disposition of all liabilities, if any, to creditors or substantially all of the assets of the Partnership, (ii) after all applicable distributions of any such assets or proceeds being made to or set aside for the holders of any Series A Senior Securities then Outstanding Record Holder’s Capital Account in respect of such Series C Preferred Units is less than the aggregate Series C Base Liquidation Event, (iii) concurrently with any applicable distributions Preference of such assets Series C Preferred Units, then, after the allocations specified in Section 5.10(b)(iv) have been made, but otherwise notwithstanding anything to the contrary contained in this Agreement, and prior to any other allocation pursuant to this Agreement for such year and any distribution pursuant to the preceding sentence, items of gross income and gain shall be allocated to all Unitholders then holding Series C Preferred Units, Pro Rata, until the Capital Account in respect of each Outstanding Series C Preferred Unit is equal to the Series C Base Liquidation Preference (and no other allocation pursuant to this Agreement shall reverse the effect of such allocation). If in the year of such liquidation, dissolution, or proceeds being made to or set aside for holders of winding up any Series A Parity Interests then Outstanding such Record Holder’s Capital Account in respect of such Series C Preferred Units is less than the aggregate Series C Base Liquidation Event and (iv) before any distribution of such assets or proceeds is made to or set aside for the holders of Common Units and any other classes or series of Series A Junior Securities as to such distribution, a liquidating distribution or payment in full redemption Preference of such Series A C Preferred Units after the application of the preceding sentence, then to the extent permitted by applicable law and after making any allocations required under Section 5.10(b)(iv), but otherwise notwithstanding anything to the contrary contained in this Agreement, items of gross income and gain for any preceding taxable period(s) with respect to which IRS Form 1065 Schedules K-1 have not been filed by the Partnership shall be reallocated to all Unitholders then holding Series C Preferred Units, Pro Rata, until the Capital Account in an amount respect of each such Outstanding Series C Preferred Unit after making allocations pursuant to this and the immediately preceding sentence is equal to the Series A C Base Liquidation PreferencePreference (and no other allocation pursuant to this Agreement shall reverse the effect of such allocation). For purposes of clarity, upon After such allocations have been made to the occurrence of any Liquidation Event, (x) the holders of then Outstanding Series A Senior Securities C Preferred Units, any remaining Net Termination Gain or Net Termination Loss shall be allocated to the Partners pursuant to Section 6.1(c) or Section 6.1(d), as the case may be. At the time of the dissolution of the Partnership, subject to Section 17-804 of the Delaware Act, the Record Holders of the Series C Preferred Units shall become entitled to receive any distributions in respect of the Series C Preferred Units that are accrued and unpaid as of the date of such distribution, and shall have the status of, and shall be entitled to receive all remedies available to, a creditor of the applicable Liquidation Preference on Partnership, and such entitlement of the Record Holders of the Series A Senior Securities before C Preferred Units to such accrued and unpaid distributions shall have priority over any distribution shall be made entitlement of any other Partners or Assignees with respect to any distributions by the Partnership to such other Partners or Assignees except for distributions in respect of Series A B Preferred Units or pursuant to Section 5.10(b)(iv); provided, however, that the General Partner, as such, will have no liability for any Series A Parity Securities and (y) the Series A Preferred Unitholders shall be entitled obligations with respect to the Series A Liquidation Preference per Series A Preferred Unit in cash, concurrently with any distribution made to the holders of any Series A Parity Securities and before any distribution shall be made to the holders of Common Units or any other Series A Junior Securities. Series A Preferred Holders shall not be entitled such distributions to any other amounts from the Partnership, in their capacity as Record Holder(s) of Series A Preferred Holders, after they have received the Series A Liquidation Preference. The payment of the Series A Liquidation Preference in full shall be a payment in redemption of the Series A C Preferred Units, such that, from and after payment of the full Series A Liquidation Preference, any such Series A Preferred Unit shall thereafter be cancelled and no longer be Outstanding.

Liquidation Rights. (Aa) Subject to Section 5.11(c)(iii)(B), upon Upon the occurrence of any Liquidation Event, Series A Preferred Unitholders (to the extent their Series A Preferred Units have not been converted to Common Units in accordance with Section 5.11(c)(vii) prior to the occurrence of such Liquidation Event) Holders shall be entitled to receive out of the assets of the Partnership or proceeds thereof legally available for distribution to the Partners, (i) after satisfaction of all liabilities, if any, to creditors of the Partnership, (ii) after all applicable distributions of such assets or proceeds being made to or set aside for the holders of any Series A Senior Securities then Outstanding in respect of such Liquidation Event, (iii) concurrently with any applicable distributions of such assets or proceeds being made to or set aside for holders of any Series A Preference Units or other Parity Interests Securities then Outstanding in respect of such Liquidation Event and (iv) before any distribution of such assets or proceeds is made to or set aside for the holders of Common Units and any other classes or series of Series A Junior Securities as to such distribution, a liquidating distribution or payment in full redemption of such Series A Preferred Units, Preference Units in an amount equal to the Series A Liquidation Preference. For purposes of clarity, upon the occurrence of any Liquidation Event, (x) the holders of then Outstanding Series A Senior Securities shall be entitled to receive the applicable Liquidation Preference on such Series A Senior Securities before any distribution shall be made with respect to the Series A Preferred Preference Units or any Series A Parity Securities and (y) the Series A Preferred Unitholders Holders shall be entitled to the Series A Liquidation Preference per Series A Preferred Preference Unit in cash, concurrently with any distribution made to the holders of any Series A Parity Securities and before any distribution shall be made to the holders of Common Units or any other Series A Junior Securities. Series A Preferred Holders shall not be entitled to any other amounts from the Partnership, in their capacity as Series A Preferred Holders, after they have received the Series A Liquidation Preference. The payment of the Series A Liquidation Preference in full shall be a payment in redemption of the Series A Preferred Units, Preference Units such that, from and after payment of the full Series A Liquidation Preference, any such Series A Preferred Preference Unit shall thereafter be cancelled and no longer be Outstanding.

Liquidation Rights. (A) Subject to In the event of the dissolution and winding up of the Partnership under Section 5.11(c)(iii)(B)12.4 or a sale, upon exchange, or other disposition of all or substantially all of the occurrence assets of any Liquidation Eventthe Partnership, either voluntary or involuntary, the Record Holders of the Series A Preferred Unitholders (to the extent their Series A B Preferred Units have not been converted to Common Units in accordance with Section 5.11(c)(vii) prior to the occurrence of such Liquidation Event) shall be entitled to receive receive, out of the assets of the Partnership or proceeds thereof legally available for distribution to the PartnersPartners or any Assignees, prior and in preference to any distribution of any assets of the Partnership to the Record Holders of any other class or series of Partnership Interests (other than Series B Senior Securities or Series B Parity Securities), (iA) after satisfaction first, any accumulated and unpaid distributions on the Series B Preferred Units (regardless of whether previously declared) and (B) then, any positive value in each such holder’s Capital Account in respect of such Series B Preferred Units. If in the year of such dissolution and winding up, or sale, exchange, or other disposition of all liabilities, if any, to creditors or substantially all of the assets of the Partnership, (ii) after all applicable distributions any such Record Holder’s Capital Account in respect of such assets Series B Preferred Units is less than the aggregate Series B Base Liquidation Preference of such Series B Preferred Units, then, notwithstanding anything to the contrary contained in this Agreement, and prior to any other allocation pursuant to this Agreement for such year and any distribution pursuant to the preceding sentence (other than any allocations or proceeds being distributions made with respect to any other Series B Parity Securities upon which like allocation and distribution rights have been conferred), items of gross income and gain shall be allocated to all Unitholders then holding Series B Preferred Units, Pro Rata, until the Capital Account in respect of each Outstanding Series B Preferred Unit is equal to the Series B Base Liquidation Preference (and no other allocation pursuant to this Agreement shall reverse the effect of such allocation); provided, however, that in the event that like allocation rights have been conferred upon other Series B Parity Securities (including pursuant to Sections 5.17(b)(v), 5.19(b)(v), 5.20(b)(v), 5.21(b)(v), 5.22(b)(v) and 5.23(b)(v)), then items of gross income and gain shall be allocated to all Unitholders then holding Series B Preferred Units and such Series B Parity Securities, Pro Rata, until the Capital Account in respect of each Outstanding Series B Preferred Unit and such Series B Parity Security is equal to the applicable liquidation preference (and no other allocation pursuant to this Agreement shall reverse the effect of such allocation). If in the year of such dissolution and winding up any such Record Holder’s Capital Account in respect of such Series B Preferred Units is less than the aggregate Series B Base Liquidation Preference of such Series B Preferred Units after the application of the preceding sentence, then to the extent permitted by applicable law, but otherwise notwithstanding anything to the contrary contained in this Agreement, items of gross income and gain for any preceding taxable year(s) with respect to which IRS Form 1065 Schedules K-1 have not been filed by the Partnership shall be reallocated to all Unitholders then holding Series B Preferred Units, Pro Rata, until the Capital Account in respect of each such Outstanding Series B Preferred Unit after making allocations pursuant to this and the immediately preceding sentence is equal to the Series B Base Liquidation Preference (and no other allocation pursuant to this Agreement shall reverse the effect of such allocation); provided, however, that in the event like allocation rights have been conferred upon other Series B Parity Securities (including pursuant to Sections 5.17(b)(v), 5.19(b)(v), 5.20(b)(v), 5.21(b)(v), 5.22(b)(v) and 5.23(b)(v)), then any such items of gross income and gain shall be reallocated to all Unitholders then holding Series B Preferred Units and such Series B Parity Securities, Pro Rata, until the Capital Account in respect of each Outstanding Series B Preferred Unit and such Series B Parity Security after making allocations pursuant to this and the immediately preceding sentence is equal to the applicable liquidation preference (and no other allocation pursuant to this Agreement shall reverse the effect of such allocation). After such allocations have been made to the Outstanding Series B Preferred Units, and any Series B Parity Securities, as applicable, any remaining Net Termination Gain or set aside for Net Termination Loss shall be allocated to the Partners pursuant to Section 6.1(c) or Section 6.1(d), as the case may be. At the time of the dissolution of the Partnership, subject to Section 17-804 of the Delaware Act, the Record Holders of the Series B Preferred Units shall become entitled to receive any distributions in respect of the Series B Preferred Units that are accrued and unpaid as of the date of such distribution, and shall have the status of, and shall be entitled to all remedies available to, a creditor of the Partnership, and such entitlement of the Record Holders of the Series B Preferred Units to such accrued and unpaid distributions shall have priority over any entitlement of any other Partners or Assignees (other than holders of any Series A B Senior Securities then Outstanding in respect of such Liquidation Event, (iiior Series B Parity Securities) concurrently with any applicable distributions of such assets or proceeds being made to or set aside for holders of any Series A Parity Interests then Outstanding in respect of such Liquidation Event and (iv) before any distribution of such assets or proceeds is made to or set aside for the holders of Common Units and any other classes or series of Series A Junior Securities as to such distribution, a liquidating distribution or payment in full redemption of such Series A Preferred Units, in an amount equal to the Series A Liquidation Preference. For purposes of clarity, upon the occurrence of any Liquidation Event, (x) the holders of then Outstanding Series A Senior Securities shall be entitled to receive the applicable Liquidation Preference on such Series A Senior Securities before any distribution shall be made with respect to any distributions by the Series A Preferred Units Partnership to such other Partners or Assignees; provided, however, that the General Partner, as such, will have no liability for any Series A Parity Securities and (y) the Series A Preferred Unitholders shall be entitled obligations with respect to the Series A Liquidation Preference per Series A Preferred Unit in cash, concurrently with any distribution made to the holders of any Series A Parity Securities and before any distribution shall be made to the holders of Common Units or any other Series A Junior Securities. Series A Preferred Holders shall not be entitled such distributions to any other amounts from the Partnership, in their capacity as Record Holder(s) of Series A Preferred Holders, after they have received the Series A Liquidation Preference. The payment of the Series A Liquidation Preference in full shall be a payment in redemption of the Series A B Preferred Units, such that, from and after payment of the full Series A Liquidation Preference, any such Series A Preferred Unit shall thereafter be cancelled and no longer be Outstanding.

Liquidation Rights. (Aa) Subject to Section 5.11(c)(iii)(B), upon Upon the occurrence of any Liquidation Event, Series A Preferred Unitholders (to the extent their Series A Preferred Units have not been converted to Common Units in accordance with Section 5.11(c)(vii) prior to the occurrence of such Liquidation Event) B Holders shall be entitled to receive out of the assets of the Partnership or proceeds thereof legally available for distribution to the Partners, (i) after satisfaction of all liabilities, if any, to creditors of the Partnership, (ii) after all applicable distributions of such assets or proceeds being made to or set aside for the holders of any Series A Senior Securities then Outstanding in respect of such Liquidation Event, (iii) concurrently with any applicable distributions of such assets or proceeds being made to or set aside for holders of any Series A B Preference Units or other Parity Interests Securities then Outstanding in respect of such Liquidation Event and (iv) before any distribution of such assets or proceeds is made to or set aside for the holders of Common Units and any other classes or series of Series A Junior Securities as to such distribution, a liquidating distribution or payment in full redemption of such Series A Preferred Units, B Preference Units in an amount equal to the Series A B Liquidation Preference. For purposes of clarity, upon the occurrence of any Liquidation Event, (x) the holders of then Outstanding Series A Senior Securities shall be entitled to receive the applicable Liquidation Preference on such Series A Senior Securities before any distribution shall be made with respect to the Series A Preferred B Preference Units or any Series A Parity Securities and (y) the Series A Preferred Unitholders B Holders shall be entitled to the Series A B Liquidation Preference per Series A Preferred B Preference Unit in cash, concurrently with any distribution made to the holders of any Series A Parity Securities and before any distribution shall be made to the holders of Common Units or any other Series A Junior Securities. Series A Preferred B Holders shall not be entitled to any other amounts from the Partnership, in their capacity as Series A Preferred B Holders, after they have received the Series A B Liquidation Preference. The payment of the Series A B Liquidation Preference in full shall be a payment in redemption of the Series A Preferred Units, B Preference Units such that, from and after payment of the full Series A B Liquidation Preference, any such Series A Preferred B Preference Unit shall thereafter be cancelled and no longer be Outstanding.

Liquidation Rights. (A) Subject to Section 5.11(c)(iii)(B), upon In the occurrence event of any Liquidation Eventliquidation, dissolution, and winding up of the Partnership under Section 12.4 or a sale, exchange, or other disposition of all or substantially all of the assets of the Partnership, either voluntary or involuntary, the Record Holders of the Series A Preferred Unitholders (to the extent their Series A B Preferred Units have not been converted to Common Units in accordance with Section 5.11(c)(vii) prior to the occurrence of such Liquidation Event) shall be entitled to receive receive, out of the assets of the Partnership or proceeds thereof legally available for distribution to the PartnersPartners or any Assignees, prior and in preference to any distribution of any assets of the Partnership to the Record Holders of any other class or series of Partnership Interests other than the Series B Preferred Units, the Series B Preferred Senior Securities, and the Series B Preferred Parity Securities, (iA) after satisfaction first, any accumulated and unpaid distributions on the Series B Preferred Units (regardless of whether previously declared) and (B) then, any positive value in each such holder’s Capital Account in respect of such Series B Preferred Units. If in the year of such liquidation and winding up, or sale, exchange, or other disposition of all liabilities, if any, to creditors or substantially all of the assets of the Partnership, (ii) after all applicable distributions of any such assets or proceeds being made to or set aside for the holders of any Series A Senior Securities then Outstanding Record Holder’s Capital Account in respect of such Series B Preferred Units is less than the aggregate Series B Preferred Base Liquidation Event, (iii) concurrently with any applicable distributions Preference of such assets or proceeds being made Series B Preferred Units, then, after the allocations specified in Section 6.1(c)(i)(A) have been made, but otherwise notwithstanding anything to or set aside the contrary contained in this Agreement, and prior to any other allocation pursuant to this Agreement for holders such year and any distribution pursuant to the preceding sentence, items of gross income and gain shall be allocated to all Unitholders then holding Series B Preferred Units and Unitholders then holding any Series A B Preferred Parity Interests then Securities, Pro Rata, until the Capital Account in respect of each Outstanding Series B Preferred Unit is equal to the Series B Preferred Base Liquidation Preference and the Capital Account in respect of each Outstanding Series B Preferred Parity Security is equal to the liquidation preference of such Series B Preferred Parity Security (and no other allocation pursuant to this Agreement shall reverse the effect of such allocation). If in the year of such liquidation, dissolution, or winding up any such Record Holder’s Capital Account in respect of such Series B Preferred Units is less than the aggregate Series B Preferred Base Liquidation Event and (iv) before any distribution of such assets or proceeds is made to or set aside for the holders of Common Units and any other classes or series of Series A Junior Securities as to such distribution, a liquidating distribution or payment in full redemption Preference of such Series A B Preferred UnitsUnits after the application of the preceding sentence, then to the extent permitted by applicable law and after making any allocations required under Section 6.1(c)(i)(A), but otherwise notwithstanding anything to the contrary contained in an amount this Agreement, items of gross income and gain for any preceding taxable period(s) with respect to which IRS Form 1065 Schedules K-1 have not been filed by the Partnership shall be reallocated to all Unitholders then holding Series B Preferred Units and Unitholders then holding any Series B Preferred Parity Securities, Pro Rata, until after making allocations pursuant to this and the immediately preceding sentence the Capital Account in respect of each such Outstanding Series B Preferred Unit is equal to the Series A B Preferred Base Liquidation Preference. For purposes Preference and the Capital Account in respect of clarity, upon the occurrence of any Liquidation Event, (x) the holders of then each Outstanding Series A Senior Securities B Preferred Parity Security is equal to the liquidation preference of such Series B Preferred Parity Security (and no other allocation pursuant to this Agreement shall reverse the effect of such allocation). After such allocations have been made to the Outstanding Series B Preferred Units and any Outstanding Series B Preferred Parity Securities, any remaining Net Termination Gain or Net Termination Loss shall be allocated to the Partners pursuant to Section 6.1(c). At the time of the dissolution of the Partnership, subject to Section 17-804 of the Delaware Act, the Record Holders of the Series B Preferred Units shall become entitled to receive any distributions in respect of the Series B Preferred Units that are accrued and unpaid as of the date of such distribution, and shall have the status of, and shall be entitled to receive all remedies available to, a creditor of the applicable Liquidation Preference on Partnership, and such entitlement of the Record Holders of the Series A Senior Securities before B Preferred Units to such accrued and unpaid distributions shall have priority over any distribution shall be made entitlement of any other Partners or Assignees with respect to any distributions by the Partnership to such other Partners or Assignees except for distributions in respect of Series A B Preferred Units or pursuant to Section 5.15(b)(ii); provided, however, that the General Partner, as such, will have no liability for any Series A Parity Securities and (y) the Series A Preferred Unitholders shall be entitled obligations with respect to the Series A Liquidation Preference per Series A Preferred Unit in cash, concurrently with any distribution made to the holders of any Series A Parity Securities and before any distribution shall be made to the holders of Common Units or any other Series A Junior Securities. Series A Preferred Holders shall not be entitled such distributions to any other amounts from the Partnership, in their capacity as Record Holder(s) of Series A Preferred Holders, after they have received the Series A Liquidation Preference. The payment of the Series A Liquidation Preference in full shall be a payment in redemption of the Series A B Preferred Units, such that, from and after payment of the full Series A Liquidation Preference, any such Series A Preferred Unit shall thereafter be cancelled and no longer be Outstanding.

Liquidation Rights. (Aa) Subject to Section 5.11(c)(iii)(B), upon Upon the occurrence of any Liquidation Event, Series A Preferred Unitholders (to the extent their Holders, Series A Preferred Units have not been converted to Common Units in accordance with Section 5.11(c)(vii) prior to the occurrence of such Liquidation Event) B Holders and Series E Holders shall be entitled to receive out of the assets of the Partnership or proceeds thereof legally available for distribution to the Partners, (i) after satisfaction of all liabilities, if any, to creditors of the Partnership, (ii) after all applicable distributions of such assets or proceeds being made to or set aside for the holders of any Series A Senior Securities then Outstanding in respect of such Liquidation Event, (iii) concurrently with any applicable distributions of such assets or proceeds being made to or set aside for holders of any Series A Preferred Units, Series B Preferred Units, Series E Preferred Units or other Parity Interests Securities then Outstanding in respect of such Liquidation Event and (iv) before any distribution of such assets or proceeds is made to or set aside for the holders of Common Units and any other classes or series of Series A Junior Securities as to such distribution, a liquidating distribution or payment in full redemption of such Series A Preferred Units, Series B Preferred Units or Series E Preferred Units in an amount equal to the Series A Liquidation Preference, the Series B Liquidation Preference or the Series E Liquidation Preference, as applicable. For purposes of clarity, upon the occurrence of any Liquidation Event, (x) the holders of then Outstanding Series A Senior Securities shall be entitled to receive the applicable Liquidation Preference on such Series A Senior Securities before any distribution shall be made with respect to the Series A Preferred Units, the Series B Preferred Units, the Series E Preferred Units or any Series A Parity Securities and (y) the Series A Preferred Unitholders Holders shall be entitled to the Series A Liquidation Preference per Series A Preferred Unit in cash, the Series B Holders shall be entitled to the Series B Liquidation Preference per Series B Preferred Unit in cash and the Series E Holders shall be entitled to the Series E Liquidation Preference per Series E Preferred Unit in cash, in each case concurrently with any distribution made to the holders of any Series A Parity Securities and before any distribution shall be made to the holders of Common Units or any other Series A Junior Securities. Series A Preferred Holders, Series B Holders and Series E Holders shall not be entitled to any other amounts from the Partnership, in their capacity capacities as Series A Preferred Holders, Series B Holders or Series E Holders, as applicable, after they have received the Series A Liquidation Preference, the Series B Liquidation Preference or the Series E Liquidation Preference, as applicable. The payment of the Series A Liquidation Preference, Series B Liquidation Preference in full or Series E Liquidation Preference shall be a payment in redemption of the Series A Preferred Units, the Series B Preferred Units or the Series E Preferred Units, as applicable, such that, from and after payment of the full Series A Liquidation Preference, Series B Liquidation Preference or Series E Liquidation Preference, any such Series A Preferred Unit, Series B Preferred Unit or Series E Preferred Unit, as applicable, shall thereafter be cancelled and no longer be Outstanding.

Liquidation Rights. (A) Subject to In the event of the dissolution and winding up of the Partnership under Section 5.11(c)(iii)(B)12.4 or a sale, upon exchange, or other disposition of all or substantially all of the occurrence assets of any Liquidation Eventthe Partnership, Series A Preferred Unitholders (to either voluntary or involuntary, the extent their Record Holders of the Series A Preferred Units have not been converted to Common Units in accordance with Section 5.11(c)(vii) prior to the occurrence of such Liquidation Event) shall be entitled to receive receive, out of the assets of the Partnership or proceeds thereof legally available for distribution to the PartnersPartners or any Assignees, prior and in preference to any distribution of any assets of the Partnership to the Record Holders of any other class or series of Partnership Interests (other than Series A Senior Securities or Series A Parity Securities), (iA) after satisfaction first, any accumulated and unpaid distributions on the Series A Preferred Units (regardless of whether previously declared) and (B) then, any positive value in each such holder’s Capital Account in respect of such Series A Preferred Units. If in the year of such dissolution and winding up, or sale, exchange, or other disposition of all liabilities, if any, to creditors or substantially all of the assets of the Partnership, (ii) after all applicable distributions any such Record Holder’s Capital Account in respect of such assets Series A Preferred Units is less than the aggregate Series A Base Liquidation Preference of such Series A Preferred Units, then, notwithstanding anything to the contrary contained in this Agreement, and prior to any other allocation pursuant to this Agreement for such year and any distribution pursuant to the preceding sentence (other than any allocations or proceeds being distributions made with respect to any other Series A Parity Securities upon which like allocation and distribution rights have been conferred), items of gross income and gain shall be allocated to all Unitholders then holding Series A Preferred Units, Pro Rata, until the Capital Account in respect of each Outstanding Series A Preferred Unit is equal to the Series A Base Liquidation Preference (and no other allocation pursuant to this Agreement shall reverse the effect of such allocation); provided, however, that in the event that like allocation rights have been conferred upon other Series A Parity Securities (including pursuant to Sections 5.18(b)(v), 5.19(b)(v), 5.20(b)(v), 5.21(b)(v), 5.22(b)(v) and 5.23(b)(v)), then items of gross income and gain shall be allocated to all Unitholders then holding Series A Preferred Units and such Series A Parity Securities, Pro Rata, until the Capital Account in respect of each Outstanding Series A Preferred Unit and such Series A Parity Security is equal to the applicable liquidation preference (and no other allocation pursuant to this Agreement shall reverse the effect of such allocation). If in the year of such dissolution and winding up any such Record Holder’s Capital Account in respect of such Series A Preferred Units is less than the aggregate Series A Base Liquidation Preference of such Series A Preferred Units after the application of the preceding sentence, then to the extent permitted by applicable law, but otherwise notwithstanding anything to the contrary contained in this Agreement, items of gross income and gain for any preceding taxable year(s) with respect to which IRS Form 1065 Schedules K-1 have not been filed by the Partnership shall be reallocated to all Unitholders then holding Series A Preferred Units, Pro Rata, until the Capital Account in respect of each such Outstanding Series A Preferred Unit after making allocations pursuant to this and the immediately preceding sentence is equal to the Series A Base Liquidation Preference (and no other allocation pursuant to this Agreement shall reverse the effect of such allocation); provided, however, that in the event like allocation rights have been conferred upon other Series A Parity Securities (including pursuant to Sections 5.18(b)(v), 5.19(b)(v), 5.20(b)(v), 5.21(b)(v), 5.22(b)(v) and 5.23(b)(v)), then any such items of gross income and gain shall be reallocated to all Unitholders then holding Series A Preferred Units and such Series A Parity Securities, Pro Rata, until the Capital Account in respect of each Outstanding Series A Preferred Unit and such Series A Parity Security after making allocations pursuant to this and the immediately preceding sentence is equal to the applicable liquidation preference (and no other allocation pursuant to this Agreement shall reverse the effect of such allocation). After such allocations have been made to the Outstanding Series A Preferred Units, and any Series A Parity Securities, as applicable, any remaining Net Termination Gain or set aside for Net Termination Loss shall be allocated to the Partners pursuant to Section 6.1(c) or Section 6.1(d), as the case may be. At the time of the dissolution of the Partnership, subject to Section 17-804 of the Delaware Act, the Record Holders of the Series A Preferred Units shall become entitled to receive any distributions in respect of the Series A Preferred Units that are accrued and unpaid as of the date of such distribution, and shall have the status of, and shall be entitled to all remedies available to, a creditor of the Partnership, and such entitlement of the Record Holders of the Series A Preferred Units to such accrued and unpaid distributions shall have priority over any entitlement of any other Partners or Assignees (other than holders of any Series A Senior Securities then Outstanding in respect of such Liquidation Event, (iii) concurrently with any applicable distributions of such assets or proceeds being made to or set aside for holders of any Series A Parity Interests then Outstanding in Securities) with respect of such Liquidation Event and (iv) before to any distribution of such assets or proceeds is made to or set aside for distributions by the holders of Common Units and any other classes or series of Series A Junior Securities as Partnership to such distributionother Partners or Assignees; provided, a liquidating distribution or payment in full redemption however, that the General Partner, as such, will have no liability for any obligations with respect to such distributions to any Record Holder(s) of such Series A Preferred Units, in an amount equal to the Series A Liquidation Preference. For purposes of clarity, upon the occurrence of any Liquidation Event, (x) the holders of then Outstanding Series A Senior Securities shall be entitled to receive the applicable Liquidation Preference on such Series A Senior Securities before any distribution shall be made with respect to the Series A Preferred Units or any Series A Parity Securities and (y) the Series A Preferred Unitholders shall be entitled to the Series A Liquidation Preference per Series A Preferred Unit in cash, concurrently with any distribution made to the holders of any Series A Parity Securities and before any distribution shall be made to the holders of Common Units or any other Series A Junior Securities. Series A Preferred Holders shall not be entitled to any other amounts from the Partnership, in their capacity as Series A Preferred Holders, after they have received the Series A Liquidation Preference. The payment of the Series A Liquidation Preference in full shall be a payment in redemption of the Series A Preferred Units, such that, from and after payment of the full Series A Liquidation Preference, any such Series A Preferred Unit shall thereafter be cancelled and no longer be Outstanding.

Liquidation Rights. (A) Subject to Section 5.11(c)(iii)(B), upon In the occurrence event of any Liquidation Eventliquidation, dissolution, and winding up of the Partnership under Section 12.4 or a sale, exchange, or other disposition of all or substantially all of the assets of the Partnership, either voluntary or involuntary, the Record Holders of the Series A Preferred Unitholders (to the extent their Series A C Preferred Units have not been converted to Common Units in accordance with Section 5.11(c)(vii) prior to the occurrence of such Liquidation Event) shall be entitled to receive receive, out of the assets of the Partnership or proceeds thereof legally available for distribution to the PartnersPartners or any Assignees, prior and in preference to any distribution of any assets of the Partnership to the Record Holders of any other class or series of Partnership Interests other than the Series C Preferred Units, the Series C Preferred Senior Securities, and the Series C Preferred Parity Securities, (iA) after satisfaction first, any accumulated and unpaid distributions on the Series C Preferred Units (regardless of whether previously declared) and (B) then, any positive value in each such holder’s Capital Account in respect of such Series C Preferred Units. If in the year of such liquidation and winding up, or sale, exchange, or other disposition of all liabilities, if any, to creditors or substantially all of the assets of the Partnership, (ii) after all applicable distributions of any such assets or proceeds being made to or set aside for the holders of any Series A Senior Securities then Outstanding Record Holder’s Capital Account in respect of such Series C Preferred Units is less than the aggregate Series C Preferred Base Liquidation Event, (iii) concurrently with any applicable distributions Preference of such assets or proceeds being made Series C Preferred Units, then, after the allocations specified in Section 6.1(c)(i)(A) have been made, but otherwise notwithstanding anything to or set aside the contrary contained in this Agreement, and prior to any other allocation pursuant to this Agreement for holders such year and any distribution pursuant to the preceding sentence, items of gross income and gain shall be allocated to all Unitholders then holding Series C Preferred Units and Unitholders then holding any Series A C Preferred Parity Interests then Securities, Pro Rata, until the Capital Account in respect of each Outstanding Series C Preferred Unit is equal to the Series C Preferred Base Liquidation Preference and the Capital Account in respect of each Outstanding Series C Preferred Parity Security is equal to the liquidation preference of such Series C Preferred Parity Security (and no other allocation pursuant to this Agreement shall reverse the effect of such allocation). If in the year of such liquidation, dissolution, or winding up any such Record Holder’s Capital Account in respect of such Series C Preferred Units is less than the aggregate Series C Preferred Base Liquidation Event and (iv) before any distribution of such assets or proceeds is made to or set aside for the holders of Common Units and any other classes or series of Series A Junior Securities as to such distribution, a liquidating distribution or payment in full redemption Preference of such Series A C Preferred UnitsUnits after the application of the preceding sentence, then to the extent permitted by applicable law and after making any allocations required under Section 6.1(c)(i)(A), but otherwise notwithstanding anything to the contrary contained in an amount this Agreement, items of gross income and gain for any preceding taxable period(s) with respect to which IRS Form 1065 Schedules K-1 have not been filed by the Partnership shall be reallocated to all Unitholders then holding Series C Preferred Units and Unitholders then holding any Series C Preferred Parity Securities, Pro Rata, until after making allocations pursuant to this and the immediately preceding sentence the Capital Account in respect of each such Outstanding Series C Preferred Unit is equal to the Series A C Preferred Base Liquidation Preference. For purposes Preference and the Capital Account in respect of clarity, upon the occurrence of any Liquidation Event, (x) the holders of then each Outstanding Series A Senior Securities C Preferred Parity Security is equal to the liquidation preference of such Series C Preferred Parity Security (and no other allocation pursuant to this Agreement shall reverse the effect of such allocation). After such allocations have been made to the Outstanding Series C Preferred Units and any Outstanding Series C Preferred Parity Securities, any remaining Net Termination Gain or Net Termination Loss shall be allocated to the Partners pursuant to Section 6.1(c). At the time of the dissolution of the Partnership, subject to Section 17-804 of the Delaware Act, the Record Holders of the Series C Preferred Units shall become entitled to receive any distributions in respect of the Series C Preferred Units that are accrued and unpaid as of the date of such distribution, and shall have the status of, and shall be entitled to receive all remedies available to, a creditor of the applicable Liquidation Preference on Partnership, and such entitlement of the Record Holders of the Series A Senior Securities before C Preferred Units to such accrued and unpaid distributions shall have priority over any distribution shall be made entitlement of any other Partners or Assignees with respect to any distributions by the Partnership to such other Partners or Assignees except for distributions in respect of Series A C Preferred Units or pursuant to Section 5.16(b)(ii); provided, however, that the General Partner, as such, will have no liability for any Series A Parity Securities and (y) the Series A Preferred Unitholders shall be entitled obligations with respect to the Series A Liquidation Preference per Series A Preferred Unit in cash, concurrently with any distribution made to the holders of any Series A Parity Securities and before any distribution shall be made to the holders of Common Units or any other Series A Junior Securities. Series A Preferred Holders shall not be entitled such distributions to any other amounts from the Partnership, in their capacity as Record Holder(s) of Series A Preferred Holders, after they have received the Series A Liquidation Preference. The payment of the Series A Liquidation Preference in full shall be a payment in redemption of the Series A C Preferred Units, such that, from and after payment of the full Series A Liquidation Preference, any such Series A Preferred Unit shall thereafter be cancelled and no longer be Outstanding.

Liquidation Rights. (A) Subject to Section 5.11(c)(iii)(B), upon In the occurrence event of any Liquidation Eventliquidation, Series A Preferred Unitholders (to dissolution, and winding up of the extent their Partnership under Section 12.4 or a sale, exchange, or other disposition of all or substantially all of the assets of the Partnership, either voluntary or involuntary, the Record Holders of the Series A Preferred Units have not been converted to Common Units in accordance with Section 5.11(c)(vii) prior to the occurrence of such Liquidation Event) shall be entitled to receive receive, out of the assets of the Partnership or proceeds thereof legally available for distribution to the PartnersPartners or any Assignees, prior and in preference to any distribution of any assets of the Partnership to the Record Holders of any other class or series of Partnership Interests other than the Series A Preferred Units, the Series A Preferred Senior Securities, and the Series A Preferred Parity Securities, (iA) after satisfaction first, any accumulated and unpaid distributions on the Series A Preferred Units (regardless of whether previously declared) and (B) then, any positive value in each such holder’s Capital Account in respect of such Series A Preferred Units. If in the year of such liquidation and winding up, or sale, exchange, or other disposition of all liabilities, if any, to creditors or substantially all of the assets of the Partnership, (ii) after all applicable distributions of any such assets or proceeds being made to or set aside for the holders of any Series A Senior Securities then Outstanding Record Holder’s Capital Account in respect of such Liquidation Event, (iii) concurrently with any applicable distributions of such assets or proceeds being made to or set aside for holders of any Series A Parity Interests then Outstanding in respect of such Liquidation Event and (iv) before any distribution of such assets or proceeds Preferred Units is made to or set aside for less than the holders of Common Units and any other classes or series of aggregate Series A Junior Securities as to such distribution, a liquidating distribution or payment in full redemption Preferred Base Liquidation Preference of such Series A Preferred Units, then, after the allocations specified in an amount Section 6.1(c)(i)(A) have been made, but otherwise notwithstanding anything to the contrary contained in this Agreement, and prior to any other allocation pursuant to this Agreement for such year and any distribution pursuant to the preceding sentence, items of gross income and gain shall be allocated to all Unitholders then holding Series A Preferred Units and Unitholders then holding any Series A Preferred Parity Securities, Pro Rata, until the Capital Account in respect of each Outstanding Series A Preferred Unit is equal to the Series A Preferred Base Liquidation Preference. For purposes Preference and the Capital Account in respect of clarity, upon the occurrence of any Liquidation Event, (x) the holders of then each Outstanding Series A Senior Securities shall be entitled Preferred Parity Security is equal to receive the applicable Liquidation Preference on liquidation preference of such Series A Senior Securities before Preferred Parity Security (and no other allocation pursuant to this Agreement shall reverse the effect of such allocation). If in the year of such liquidation, dissolution, or winding up any distribution such Record Holder’s Capital Account in respect of such Series A Preferred Units is less than the aggregate Series A Preferred Base Liquidation Preference of such Series A Preferred Units after the application of the preceding sentence, then to the extent permitted by applicable law and after making any allocations required under Section 6.1(c)(i)(A), but otherwise notwithstanding anything to the contrary contained in this Agreement, items of gross income and gain for any preceding taxable period(s) with respect to which IRS Form 1065 Schedules K-1 have not been filed by the Partnership shall be made with reallocated to all Unitholders then holding Series A Preferred Units and Unitholders then holding any Series A Preferred Parity Securities, Pro Rata, until after making allocations pursuant to this and the immediately preceding sentence the Capital Account in respect of each such Outstanding Series A Preferred Unit is equal to the Series A Preferred Units or any Series A Parity Securities Base Liquidation Preference and (y) the Capital Account in respect of each Outstanding Series A Preferred Unitholders shall be entitled Parity Security is equal to the Series A Liquidation Preference per liquidation preference of such Series A Preferred Unit in cash, concurrently with any distribution Parity Security (and no other allocation pursuant to this Agreement shall reverse the effect of such allocation). After such allocations have been made to the holders of any Series A Parity Securities and before any distribution shall be made to the holders of Common Units or any other Series A Junior Securities. Outstanding Series A Preferred Holders Units and any Outstanding Series A Preferred Parity Securities, any remaining Net Termination Gain or Net Termination Loss shall not be entitled allocated to any other amounts from the Partners pursuant to Section 6.1(c). At the time of the dissolution of the Partnership, in their capacity as Series A Preferred Holders, after they have received the Series A Liquidation Preference. The payment subject to Section 17-804 of the Series A Liquidation Preference in full shall be a payment in redemption Delaware Act, the Record Holders of the Series A Preferred Units, such that, from and after payment Units shall become entitled to receive any distributions in respect of the full Series A Liquidation Preference, any such Series A Preferred Unit Units that are accrued and unpaid as of the date of such distribution, and shall thereafter have the status of, and shall be cancelled entitled to all remedies available to, a creditor of the Partnership, and such entitlement of the Record Holders of the Series A Preferred Units to such accrued and unpaid distributions shall have priority over any entitlement of any other Partners or Assignees with respect to any distributions by the Partnership to such other Partners or Assignees except for distributions in respect of Series A Preferred Units pursuant to Section 5.14(b)(ii); provided, however, that the General Partner, as such, will have no longer be Outstandingliability for any obligations with respect to such distributions to any Record Holder(s) of Series A Preferred Units.

Liquidation Rights. (A) Subject to Section 5.11(c)(iii)(B)If the Corporation shall be voluntarily or involuntarily liquidated, upon the occurrence of dissolved or wound up, at any Liquidation Event, time when any Series A Preferred Unitholders (to the extent their Stock shall be outstanding, each then outstanding share of Series A Preferred Units have not been converted Stock shall entitle the Holder thereof to Common Units in accordance with Section 5.11(c)(vii) prior to a preference against the occurrence of such Liquidation Event) shall be entitled to receive out Assets of the assets of the Partnership or proceeds thereof legally corporation available for distribution to the Partners, (i) after satisfaction of all liabilities, if any, to creditors Holders of the Partnership, (ii) after all applicable distributions of such assets or proceeds being made to or set aside for the holders of any Series A Senior Securities then Outstanding in respect of such Liquidation Event, (iii) concurrently with any applicable distributions of such assets or proceeds being made to or set aside for holders of any Series A Parity Interests then Outstanding in respect of such Liquidation Event and (iv) before any distribution of such assets or proceeds is made to or set aside for the holders of Common Units and any other classes or series of Series A Junior Securities as to such distribution, a liquidating distribution or payment in full redemption of such Series A Preferred Units, in an amount Corporation's equity securities equal to the Series A Liquidation PreferenceStock Value plus an amount equal to all unpaid dividends (including, without limitation, all accrued and unpaid interest thereon and the Deferred Dividends, calculated in accordance with Section 4(B) hereof) accrued on such share to the date of payment. For purposes of clarityIf, upon any such liquidation, dissolution or winding-up of the occurrence Corporation, the assets of any Liquidation Eventthe Corporation, (x) or proceeds thereof, distributed among the holders Holders of then Outstanding Series A Senior Securities Stock shall be insufficient to pay in full the aggregate preferential amounts on all of the then outstanding shares of the Series A Stock, then such assets, or the proceeds thereof, shall be distributed among such Holders equally and ratably in proportion to the full liquidation preferences to which each such Holder is entitled. After such payment shall have been made in full to the Holders of the outstanding Series A Stock, or funds necessary for such payment shall have been set aside in trust for the account of the Holders of Series A Stock so as to be, and continue to be, available therefor, the Holders of Series A Stock shall be entitled to receive no further participation in such distribution of assets of the applicable Liquidation Preference on such Corporation. The consolidation or merger of the Corporation into or with any corporation or corporations (other than a merger with another corporation in which the Corporation is the surviving corporation and which does not result in any reclassification or change -- other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination -- of outstanding shares of the Corporation's Stock of any class or series, whether now or hereafter authorized), or the sale or transfer by the Corporation of all or substantially all of its assets otherwise than to an Affiliate of the Corporation, or a Change-in-Control Transaction shall be deemed to be a liquidation. All of the preferential amounts to be paid to the Holders of Series A Senior Securities before any distribution Stock as provided in this Section 3 shall be made with respect to paid or set apart for payment before the Series A Preferred Units payment or any Series A Parity Securities and (y) the Series A Preferred Unitholders shall be entitled to the Series A Liquidation Preference per Series A Preferred Unit in cash, concurrently with any distribution made to the holders setting apart for payment of any Series A Parity Securities and before amount for, or the distribution of any distribution shall be made to Assets of the holders Corporation to, the Holders of Common Units or any other Series A Junior Securities. Series A Preferred Holders shall not be entitled to any other amounts from equity securities of the PartnershipCorporation, whether now or hereafter authorized, in their capacity as Series A Preferred Holdersconnection with such liquidation, after they have received the Series A Liquidation Preference. The payment of the Series A Liquidation Preference in full shall be a payment in redemption of the Series A Preferred Units, such that, from and after payment of the full Series A Liquidation Preference, any such Series A Preferred Unit shall thereafter be cancelled and no longer be Outstandingdissolution or winding up.

Liquidation Rights. (Aa) Subject to Section 5.11(c)(iii)(B), upon Upon the occurrence of any Liquidation Event, Series A Preferred Unitholders (to the extent their Series A Preferred Units have not been converted to Common Units in accordance with Section 5.11(c)(vii) prior to the occurrence of such Liquidation Event) C Holders shall be entitled to receive out of the assets of the Partnership or proceeds thereof legally available for distribution to the Partners, (i) after satisfaction of all liabilities, if any, to creditors of the Partnership, (ii) after all applicable distributions of such assets or proceeds being made to or set aside for the holders of any Series A Senior Securities then Outstanding in respect of such Liquidation Event, (iii) concurrently with any applicable distributions of such assets or proceeds being made to or set aside for holders of any Series A C Preference Units or other Parity Interests Securities then Outstanding in respect of such Liquidation Event and (iv) before any distribution of such assets or proceeds is made to or set aside for the holders of Common Units and any other classes or series of Series A Junior Securities as to such distribution, a liquidating distribution or payment in full redemption of such Series A Preferred Units, C Preference Units in an amount equal to the Series A C Liquidation Preference. For purposes of clarity, upon the occurrence of any Liquidation Event, (x) the holders of then Outstanding Series A Senior Securities shall be entitled to receive the applicable Liquidation Preference on such Series A Senior Securities before any distribution shall be made with respect to the Series A Preferred C Preference Units or any Series A Parity Securities and (y) the Series A Preferred Unitholders C Holders shall be entitled to the Series A C Liquidation Preference per Series A Preferred C Preference Unit in cash, concurrently with any distribution made to the holders of any Series A Parity Securities and before any distribution shall be made to the holders of Common Units or any other Series A Junior Securities. Series A Preferred C Holders shall not be entitled to any other amounts from the Partnership, in their capacity as Series A Preferred C Holders, after they have received the Series A C Liquidation Preference. The payment of the Series A C Liquidation Preference in full shall be a payment in redemption of the Series A Preferred Units, C Preference Units such that, from and after payment of the full Series A C Liquidation Preference, any such Series A Preferred C Preference Unit shall thereafter be cancelled and no longer be Outstanding.

Liquidation Rights. (Aa) Subject to Section 5.11(c)(iii)(B), upon Upon the occurrence of any Liquidation Event, Series A Preferred Unitholders Holders, Series B Holders and Series C Holders (to the extent their Series A C Preferred Units have not been converted to Common Units in accordance with Section 5.11(c)(vii) 16.8 prior to the occurrence of such Liquidation Event) shall be entitled to receive out of the assets of the Partnership or proceeds thereof legally available for distribution to the Partners, (i) after satisfaction of all liabilities, if any, to creditors of the Partnership, (ii) after all applicable distributions of such assets or proceeds being made to or set aside for the holders of any Series A Senior Securities then Outstanding in respect of such Liquidation Event, (iii) concurrently with any applicable distributions of such assets or proceeds being made to or set aside for holders of any Series A Preferred Units, Series B Preferred Units, Series C Preferred Units or other Parity Interests Securities then Outstanding in respect of such Liquidation Event and (iv) before any distribution of such assets or proceeds is made to or set aside for the holders of Common Units and any other classes or series of Series A Junior Securities as to such distribution, a liquidating distribution or payment in full redemption of such Series A Preferred Units, Series B Preferred Units or Series C Preferred Units in an amount equal to the Series A Liquidation Preference, the Series B Liquidation Preference or the Adjusted Series C Liquidation Preference, as applicable. For purposes of clarity, upon the occurrence of any Liquidation Event, (x) the holders of then Outstanding Series A Senior Securities shall be entitled to receive the applicable Liquidation Preference on such Series A Senior Securities before any distribution shall be made with respect to the Series A Preferred Units, the Series B Preferred Units, the Series C Preferred Units or any Series A Parity Securities and (y) the Series A Preferred Unitholders Holders shall be entitled to the Series A Liquidation Preference per Series A Preferred Unit in cash, the Series B Holders shall be entitled to the Series B Liquidation Preference per Series B Preferred Unit in cash and the Series C Holders shall be entitled to the Adjusted Series C Liquidation Preference per Series C Preferred Unit in cash, in each case concurrently with any distribution made to the holders of any Series A Parity Securities and before any distribution shall be made to the holders of Common Units or any other Series A Junior Securities. Series A Preferred Holders, Series B Holders and Series C Holders shall not be entitled to any other amounts from the Partnership, in their capacity as Series A Preferred Holders, Series B Holders or Series C Holder, as applicable, after they have received the Series A Liquidation Preference, the Series B Liquidation Preference or the Adjusted Series C Liquidation Preference, as applicable. The payment of the Series A Liquidation Preference, Series B Liquidation Preference in full or Adjusted Series C Liquidation Preference shall be a payment in redemption of the Series A Preferred Units, the Series B Preferred Units or the Series C Preferred Units, as applicable, such that, from and after payment of the full Series A Liquidation Preference, Series B Liquidation Preference or Adjusted Series C Liquidation Preference, any such Series A Preferred Unit, Series B Preferred Unit or Series C Preferred Unit, as applicable, shall thereafter be cancelled and no longer be Outstanding.

Liquidation Rights. (Aa) Subject to Section 5.11(c)(iii)(B), upon Upon the occurrence of any Liquidation Event, Series A Preferred Unitholders (to the extent their Series A Preferred Units have not been converted to Common Units in accordance with Section 5.11(c)(vii) prior to the occurrence of such Liquidation Event) B Holders shall be entitled to receive out of the assets of the Partnership or proceeds thereof legally available for distribution to the Partners, (i) after satisfaction of all liabilities, if any, to creditors of the Partnership, (ii) after all applicable distributions of such assets or proceeds being made to or set aside for the holders of any Series A Senior Securities then Outstanding in respect of such Liquidation Event, (iii) concurrently with any applicable distributions of such assets or proceeds being made to or set aside for holders of any Series A B Preference Units or other Parity Interests Securities then Outstanding in respect of such Liquidation Event and (iv) before any distribution of such assets or proceeds is made to or set aside for the holders of Common Units, Class B Units and any other classes or series of Series A Junior Securities as to such distribution, a liquidating distribution or payment in full redemption of such Series A Preferred Units, B Preference Units in an amount equal to the Series A B Liquidation Preference. For purposes of clarity, upon the occurrence of any Liquidation Event, (x) the holders of then Outstanding Series A Senior Securities shall be entitled to receive the applicable Liquidation Preference on such Series A Senior Securities before any distribution shall be made with respect to the Series A Preferred B Preference Units or any Series A Parity Securities and (y) the Series A Preferred Unitholders B Holders shall be entitled to the Series A B Liquidation Preference per Series A Preferred B Preference Unit in cash, concurrently with any distribution made to the holders of any Series A Parity Securities and before any distribution shall be made to the holders of Common Units, Class B Units or any other Series A Junior Securities. Series A Preferred B Holders shall not be entitled to any other amounts from the Partnership, in their capacity as Series A Preferred B Holders, after they have received the Series A B Liquidation Preference. The payment of the Series A B Liquidation Preference in full shall be a payment in redemption of the Series A Preferred Units, B Preference Units such that, from and after payment of the full Series A B Liquidation Preference, any such Series A Preferred B Preference Unit shall thereafter be cancelled and no longer be Outstanding.

Liquidation Rights. (Aa) Subject to Section 5.11(c)(iii)(B), upon Upon the occurrence of any Liquidation Event, Series A Preferred Unitholders (to the extent their Series A Preferred Units have not been converted to Common Units in accordance with Section 5.11(c)(vii) prior to the occurrence of such Liquidation Event) Holders shall be entitled to receive out of the assets of the Partnership or proceeds thereof legally available for distribution to the Partners, (i) after satisfaction of all liabilities, if any, to creditors of the Partnership, (ii) after all applicable distributions of such assets or proceeds being made to or set aside for the holders of any Series A Senior Securities then Outstanding in respect of such Liquidation Event, (iii) concurrently with any applicable distributions of such assets or proceeds being made to or set aside for holders of any Series A Preferred Units or other Parity Interests Securities then Outstanding in respect of such Liquidation Event and (iv) before any distribution of such assets or proceeds is made to or set aside for the holders of Common Units and any other classes or series of Series A Junior Securities as to such distribution, a liquidating distribution or payment in full redemption of such Series A Preferred Units, Units in an amount equal to the Series A Liquidation Preference. For purposes of clarity, upon the occurrence of any Liquidation Event, (x) the holders of then Outstanding Series A Senior Securities shall be entitled to receive the applicable Liquidation Preference on such Series A Senior Securities before any distribution shall be made with respect to the Series A Preferred Units or any Series A Parity Securities and (y) the Series A Preferred Unitholders Holders shall be entitled to the Series A Liquidation Preference per Series A Preferred Unit in cash, concurrently with any distribution made to the holders of any Series A Parity Securities and before any distribution shall be made to the holders of Common Units or any other Series A Junior Securities. Series A Preferred Holders shall not be entitled to any other amounts from the Partnership, in their capacity as Series A Preferred Holders, after they have received the Series A Liquidation Preference. The payment of the Series A Liquidation Preference in full shall be a payment in redemption of the Series A Preferred Units, Units such that, from and after payment of the full Series A Liquidation Preference, any such Series A Preferred Unit shall thereafter be cancelled and no longer be Outstanding.

Liquidation Rights. (Aa) Subject to Section 5.11(c)(iii)(B), upon Upon the occurrence of any Liquidation Event, Series A Preferred Unitholders (to the extent their Series A Preferred Units have not been converted to Common Units in accordance with Section 5.11(c)(vii) prior to the occurrence of such Liquidation Event) Holders shall be entitled to receive out of the assets of the Partnership or proceeds thereof legally available for distribution to the Partners, (i) after satisfaction of all liabilities, if any, to creditors of the Partnership, (ii) after all applicable distributions of such assets or proceeds being made to or set aside for the holders of any Series A Senior Securities then Outstanding in respect of such Liquidation Event, (iii) concurrently with any applicable distributions of such assets or proceeds being made to or set aside for holders of any Series A Parity Interests Securities then Outstanding in respect of such Liquidation Event and (iv) before any distribution of such assets or proceeds is made to or set aside for the holders of Common Units and any other classes or series of Series A Junior Securities as to such distribution, a liquidating distribution or payment in full redemption of such Series A Preferred Units, Units in an amount equal to the Series A Liquidation Preference. For purposes of clarity, upon the occurrence of any Liquidation Event, (x) the holders of then Outstanding Series A Senior Securities shall be entitled to receive the applicable Liquidation Preference on such Series A Senior Securities before any distribution shall be made with respect to the Series A Preferred Units or any Series A Parity Securities and (y) the Series A Preferred Unitholders Holders shall be entitled to the Series A Liquidation Preference per Series A Preferred Unit in cash, cash concurrently with any distribution made to the holders of any Series A Parity Securities and before any distribution shall be made to the holders of Common Units or any other Series A Junior Securities. Series A Preferred Holders shall not be entitled to any other amounts from the Partnership, in their capacity as Series A Preferred Holders, after they have received the Series A Liquidation Preference. The payment of the Series A Liquidation Preference in full shall be a payment in redemption of the Series A Preferred Units, Units such that, from and after payment of the full Series A Liquidation Preference, any such Series A Preferred Unit shall thereafter be cancelled and no longer be Outstanding.

Liquidation Rights. (A) Subject to In the event of the dissolution and winding up of the Partnership under Section 5.11(c)(iii)(B)12.4 or a sale, upon exchange, or other disposition of all or substantially all of the occurrence assets of any Liquidation Eventthe Partnership, Series A Preferred Unitholders (to either voluntary or involuntary, the extent their Record Holders of the Series A Preferred Units have not been converted to Common Units in accordance with Section 5.11(c)(vii) prior to the occurrence of such Liquidation Event) shall be entitled to receive receive, out of the assets of the Partnership or proceeds thereof legally available for distribution to the PartnersPartners or any Assignees, prior and in preference to any distribution of any assets of the Partnership to the Record Holders of any other class or series of Partnership Interests, (i) after satisfaction first, any accumulated and unpaid distributions on the Series A Preferred Units (regardless of whether previously declared) and (ii) then, any positive value in each such holder’s Capital Account in respect of such Series A Preferred Units. If in the year of such dissolution and winding up, or sale, exchange, or other disposition of all liabilities, if any, to creditors or substantially all of the assets of the Partnership, (ii) after all applicable distributions of any such assets or proceeds being made to or set aside for the holders of any Series A Senior Securities then Outstanding Record Holder’s Capital Account in respect of such Liquidation Event, (iii) concurrently with any applicable distributions of such assets or proceeds being made to or set aside for holders of any Series A Parity Interests then Outstanding in respect of such Liquidation Event and (iv) before any distribution of such assets or proceeds Preferred Units is made to or set aside for less than the holders of Common Units and any other classes or series of aggregate Series A Junior Securities as to such distribution, a liquidating distribution or payment in full redemption Base Liquidation Preference of such Series A Preferred Units, then, notwithstanding anything to the contrary contained in an amount this Agreement, and prior to any other allocation pursuant to this Agreement for such year and any distribution pursuant to the preceding sentence, items of gross income and gain shall be allocated to all Unitholders then holding Series A Preferred Units, Pro Rata, until the Capital Account in respect of each Outstanding Series A Preferred Unit is equal to the Series A Base Liquidation PreferencePreference (and no other allocation pursuant to this Agreement shall reverse the effect of such allocation). For purposes If in the year of claritysuch dissolution and winding up any such Record Holder’s Capital Account in respect of such Series A Preferred Units is less than the aggregate Series A Base Liquidation Preference of such Series A Preferred Units after the application of the preceding sentence, upon then to the occurrence extent permitted by applicable law, but otherwise notwithstanding anything to the contrary contained in this Agreement, items of gross income and gain for any Liquidation Eventpreceding taxable year(s) with respect to which IRS Form 1065 Schedules K-1 have not been filed by the Partnership shall be reallocated to all Unitholders then holding Series A Preferred Units, (x) Pro Rata, until the holders Capital Account in respect of then each such Outstanding Series A Senior Securities Preferred Unit after making allocations pursuant to this and the immediately preceding sentence is equal to the Series A Base Liquidation Preference (and no other allocation pursuant to this Agreement shall reverse the effect of such allocation). After such allocations have been made to the Outstanding Series A Preferred Units, any remaining Net Termination Gain or Net Termination Loss shall be entitled allocated to receive the applicable Liquidation Preference on such Series A Senior Securities before any distribution shall be made with respect Partners pursuant to Section 6.1(c) or Section 6.1(d), as the case may be. At the time of the dissolution of the Partnership, subject to Section 17-804 of the Delaware Act, the Record Holders of the Series A Preferred Units or any Series A Parity Securities and (y) the Series A Preferred Unitholders shall be become entitled to the Series A Liquidation Preference per Series A Preferred Unit receive any distributions in cash, concurrently with any distribution made to the holders of any Series A Parity Securities and before any distribution shall be made to the holders of Common Units or any other Series A Junior Securities. Series A Preferred Holders shall not be entitled to any other amounts from the Partnership, in their capacity as Series A Preferred Holders, after they have received the Series A Liquidation Preference. The payment of the Series A Liquidation Preference in full shall be a payment in redemption respect of the Series A Preferred Units, such that, from Units that are accrued and after payment unpaid as of the full Series A Liquidation Preferencedate of such distribution, any and shall have the status of, and shall be entitled to all remedies available to, a creditor of the Partnership, and such entitlement of the Record Holders of the Series A Preferred Unit Units to such accrued and unpaid distributions shall thereafter be cancelled and have priority over any entitlement of any other Partners or Assignees with respect to any distributions by the Partnership to such other Partners or Assignees; provided, however, that the General Partner, as such, will have no longer be Outstandingliability for any obligations with respect to such distributions to any Record Holder(s) of Series A Preferred Units.

Liquidation Rights. (Aa) Subject to Section 5.11(c)(iii)(B), upon In the occurrence event of any Liquidation Liquidating Event, each holder of a share of Seed Preferred Stock, Series A Preferred Unitholders (to the extent their Stock or Series A B Preferred Units have not been converted to Common Units in accordance with Section 5.11(c)(vii) prior to the occurrence of such Liquidation Event) Stock shall be entitled to receive out receive, prior and in preference to any distribution of any of the assets or surplus funds of the Partnership or proceeds thereof legally available for distribution Corporation to the Partners, (i) after satisfaction of all liabilities, if any, to creditors of the Partnership, (ii) after all applicable distributions of such assets or proceeds being made to or set aside for the holders of any Series A Senior Securities then Outstanding in respect of such Liquidation Event, (iii) concurrently with any applicable distributions of such assets or proceeds being made to or set aside for holders of any Series A Parity Interests then Outstanding in respect of such Liquidation Event and (iv) before any distribution of such assets or proceeds is made to or set aside for the holders of Common Units and Stock or any other classes class or series of Series A Junior Securities as stock ranking on liquidation junior to such distributionthe Seed Preferred Stock, a liquidating distribution or payment in full redemption of such Series A Preferred UnitsStock or Series B Preferred Stock, in by reason of such holder’s ownership thereof, an amount per share of Seed Preferred Stock equal to the Seed Original Issue Price (as defined below), an amount per share of Series A Preferred Stock equal to the Series A Liquidation Preference. For purposes Original Issue Price (as defined below) and an amount per share of clarity, upon the occurrence of any Liquidation Event, (x) the holders of then Outstanding Series A Senior Securities shall be entitled to receive the applicable Liquidation Preference on such Series A Senior Securities before any distribution shall be made with respect B Preferred Stock equal to the Series A B Original Issue Price (as defined below), plus in each case an amount equal to any declared but unpaid dividends on such series of Preferred Units or any Series A Parity Securities Stock to and (y) including the Series A Preferred Unitholders date full payment shall be entitled to the Series A Liquidation Preference per Series A Preferred Unit in cash, concurrently with any distribution made tendered to the holders of any such series of Preferred Stock with respect to such liquidation, dissolution or winding up (the amounts payable pursuant to this sentence are hereinafter referred to as the “Seed Liquidation Amount,” the “Series A Parity Securities Liquidation Amount” and before any distribution shall the “Series B Liquidation Amount,” respectively, and, collectively, as the “Liquidation Amounts”). If the assets or surplus funds to be made distributed to the holders of Common Units or any other Series A Junior Securities. the Seed Preferred Stock, Series A Preferred Holders Stock and Series B Preferred Stock pursuant to this Section 3.2(a) are insufficient to permit the payment to such holders of the full amount to which they shall not be entitled to any other amounts from entitled, the Partnershipassets and surplus funds legally available for distribution shall be distributed ratably among the holders of the Seed Preferred Stock, in their capacity as Series A Preferred Holders, after they have received the Stock and Series A Liquidation Preference. The payment of the Series A Liquidation Preference B Preferred Stock in full shall be a payment in redemption of the Series A Preferred Units, such that, from and after payment of proportion to the full Series A Liquidation Preference, any Amount each such Series A Preferred Unit shall thereafter be cancelled and no longer be Outstandingholder is otherwise entitled to receive pursuant to this Section 3.2(a).

Liquidation Rights. (Aa) Subject to Section 5.11(c)(iii)(B), upon Upon the occurrence of any Liquidation Event, Series A Preferred Unitholders (to the extent their Holders and Series A Preferred Units have not been converted to Common Units in accordance with Section 5.11(c)(vii) prior to the occurrence of such Liquidation Event) B Holders shall be entitled to receive out of the assets of the Partnership or proceeds thereof legally available for distribution to the Partners, (i) after satisfaction of all liabilities, if any, to creditors of the Partnership, (ii) after all applicable distributions of such assets or proceeds being made to or set aside for the holders of any Series A Senior Securities then Outstanding in respect of such Liquidation Event, (iii) concurrently with any applicable distributions of such assets or proceeds being made to or set aside for holders of any Series A Preferred Units, Series B Preferred Units or other Parity Interests Securities then Outstanding in respect of such Liquidation Event and (iv) before any distribution of such assets or proceeds is made to or set aside for the holders of Common Units and any other classes or series of Series A Junior Securities as to such distribution, a liquidating distribution or payment in full redemption of such Series A Preferred Units, Units or Series B Preferred Units in an amount equal to the Series A Liquidation Preference or the Series B Liquidation Preference, as applicable. For purposes of clarity, upon the occurrence of any Liquidation Event, (x) the holders of then Outstanding Series A Senior Securities shall be entitled to receive the applicable Liquidation Preference on such Series A Senior Securities before any distribution shall be made with respect to the Series A Preferred Units, the Series B Preferred Units or any Series A Parity Securities and (y) the Series A Preferred Unitholders Holders shall be entitled to the Series A Liquidation Preference per Series A Preferred Unit in cash and the Series B Holders shall be entitled to the Series B Liquidation Preference per Series B Preferred Unit in cash, in each case concurrently with any distribution made to the holders of any Series A Parity Securities and before any distribution shall be made to the holders of Common Units or any other Series A Junior Securities. Series A Preferred Holders and Series B Holders shall not be entitled to any other amounts from the Partnership, in their capacity as Series A Preferred Holders or Series B Holders, as applicable, after they have received the Series A Liquidation Preference or the Series B Liquidation Preference. The payment of the Series A Liquidation Preference in full or Series B Liquidation Preference shall be a payment in redemption of the Series A Preferred Units or the Series B Preferred Units, as applicable, such that, from and after payment of the full Series A Liquidation Preference or Series B Liquidation Preference, any such Series A Preferred Unit or Series B Preferred Unit shall thereafter be cancelled and no longer be Outstanding.

Liquidation Rights. (Aa) Subject to Section 5.11(c)(iii)(B), upon Upon the occurrence of any Liquidation Event, Series A Preferred Unitholders (to the extent their Series A Preferred Units have not been converted to Common Units in accordance with Section 5.11(c)(vii) prior to the occurrence of such Liquidation Event) Holders shall be entitled to receive out of the assets of the Partnership or proceeds thereof legally available for distribution to the Partners, (i) after satisfaction of all liabilities, if any, to creditors of the Partnership, (ii) after all applicable distributions of such assets or proceeds being made to or set aside for the holders of any Series A Senior Securities then Outstanding in respect of such Liquidation Event, (iii) concurrently with any applicable distributions of such assets or proceeds being made to or set aside for holders of any Series A Parity Interests Securities then Outstanding in respect of such Liquidation Event and (iv) before any distribution of such assets or proceeds is made to or set aside for the holders of Common Units and any other classes or series of Series A Junior Securities as to such distribution, a liquidating distribution or payment in full redemption of such Series A Preferred Units, Units in an amount equal to the Series A Liquidation Preference. For purposes of clarity, upon the occurrence of any Liquidation Event, (x) the holders of then Outstanding Series A Senior Securities shall be entitled to receive the applicable Liquidation Preference on such Series A Senior Securities before any distribution shall be made with respect to the Series A Preferred Units Holders or any Series A Parity Securities and (y) the Series A Preferred Unitholders Holders shall be entitled to the Series A Liquidation Preference per Series A Preferred Unit in cash, cash concurrently with any distribution made to the holders of any Series A Parity Securities and before any distribution shall be made to the holders of Common Units or any other Series A Junior Securities. Series A Preferred Holders shall not be entitled to any other amounts from the Partnership, in their capacity as Series A Preferred Holders, after they have received the Series A Liquidation Preference. The payment of the Series A Liquidation Preference in full shall be a payment in redemption of the Series A Preferred Units, Units such that, from and after payment of the full Series A Liquidation Preference, any such Series A Preferred Unit shall thereafter be cancelled and no longer be Outstanding.

Liquidation Rights. (Aa) Subject to Section 5.11(c)(iii)(B), upon Upon the occurrence of any Liquidation Event, Series A Preferred Unitholders (to the extent their Series A Preferred Units have not been converted to Common Units in accordance with Section 5.11(c)(vii) prior to the occurrence of such Liquidation Event) C Holders shall be entitled to receive out of the assets of the Partnership or proceeds thereof legally available for distribution to the Partners, (i) after satisfaction of all liabilities, if any, to creditors of the Partnership, (ii) after all applicable distributions of such assets or proceeds being made to or set aside for the holders of any Series A Senior Securities then Outstanding in respect of such Liquidation Event, (iii) concurrently with any applicable distributions of such assets or proceeds being made to or set aside for holders of any Series A C Preference Units or other Parity Interests Securities then Outstanding in respect of such Liquidation Event and (iv) before any distribution of such assets or proceeds is made to or set aside for the holders of Common Units, Class B Units and any other classes or series of Series A Junior Securities as to such distribution, a liquidating distribution or payment in full redemption of such Series A Preferred Units, C Preference Units in an amount equal to the Series A C Liquidation Preference. For purposes of clarity, upon the occurrence of any Liquidation Event, (x) the holders of then Outstanding Series A Senior Securities shall be entitled to receive the applicable Liquidation Preference on such Series A Senior Securities before any distribution shall be made with respect to the Series A Preferred C Preference Units or any Series A Parity Securities and (y) the Series A Preferred Unitholders C Holders shall be entitled to the Series A C Liquidation Preference per Series A Preferred C Preference Unit in cash, concurrently with any distribution made to the holders of any Series A Parity Securities and before any distribution shall be made to the holders of Common Units, Class B Units or any other Series A Junior Securities. Series A Preferred C Holders shall not be entitled to any other amounts from the Partnership, in their capacity as Series A Preferred C Holders, after they have received the Series A C Liquidation Preference. The payment of the Series A C Liquidation Preference in full shall be a payment in redemption of the Series A Preferred Units, C Preference Units such that, from and after payment of the full Series A C Liquidation Preference, any such Series A Preferred C Preference Unit shall thereafter be cancelled and no longer be Outstanding.

Liquidation Rights. (A) Subject to Section 5.11(c)(iii)(B), upon In the occurrence event of any Liquidation Eventliquidation, Series A Preferred Unitholders (to dissolution, and winding up of the extent their Partnership under Section 12.4 or a sale, exchange, or other disposition of all or substantially all of the assets of the Partnership, either voluntary or involuntary, the Record Holders of the Series A Preferred Units have not been converted to Common Units in accordance with Section 5.11(c)(vii) prior to the occurrence of such Liquidation Event) shall be entitled to receive receive, out of the assets of the Partnership or proceeds thereof legally available for distribution to the PartnersPartners or any Assignees, prior and in preference to any distribution of any assets of the Partnership to the Record Holders of any other class or series of Partnership Interests other than the Series A Preferred Units, the Series A Preferred Senior Securities, and the Series A Preferred Parity Securities, (iA) after satisfaction first, any accumulated and unpaid distributions on the Series A Preferred Units (regardless of whether previously declared) and (B) then, any positive value in each such holder’s Capital Account in respect of such Series A Preferred Units. If in the year of such liquidation and winding up, or sale, exchange, or other disposition of all liabilities, if any, to creditors or substantially all of the assets of the Partnership, (ii) after all applicable distributions of any such assets or proceeds being made to or set aside for the holders of any Series A Senior Securities then Outstanding Record Holder’s Capital Account in respect of such Liquidation Event, (iii) concurrently with any applicable distributions of such assets or proceeds being made to or set aside for holders of any Series A Parity Interests then Outstanding in respect of such Liquidation Event and (iv) before any distribution of such assets or proceeds Preferred Units is made to or set aside for less than the holders of Common Units and any other classes or series of aggregate Series A Junior Securities as to such distribution, a liquidating distribution or payment in full redemption Preferred Base Liquidation Preference of such Series A Preferred Units, then, after the allocations specified in an amount Section 6.1(c)(i)(A) have been made, but otherwise notwithstanding anything to the contrary contained in this Agreement, and prior to any other allocation pursuant to this Agreement for such year and any distribution pursuant to the preceding sentence, items of gross income and gain shall be allocated to all Unitholders then holding Series A Preferred Units and Unitholders then holding any Series A Preferred Parity Securities, Pro Rata, until the Capital Account in respect of each Outstanding Series A Preferred Unit is equal to the Series A Preferred Base Liquidation Preference. For purposes Preference and the Capital Account in respect of clarity, upon the occurrence of any Liquidation Event, (x) the holders of then each Outstanding Series A Senior Securities shall be entitled Preferred Parity Security is equal to receive the applicable Liquidation Preference on liquidation preference of such Series A Senior Securities before Preferred Parity Security (and no other allocation pursuant to this Agreement shall reverse the effect of such allocation). If in the year of such liquidation, dissolution, or winding up any distribution such Record Holder’s Capital Account in respect of such Series A Preferred Units is less than the aggregate Series A Preferred Base Liquidation Preference of such Series A Preferred Units after the application of the preceding sentence, then to the extent permitted by applicable law and after making any allocations required under Section 6.1(c)(i)(A), but otherwise notwithstanding anything to the contrary contained in this Agreement, items of gross income and gain for any preceding taxable period(s) with respect to which IRS Form 1065 Schedules K-1 have not been filed by the Partnership shall be made with reallocated to all Unitholders then holding Series A Preferred Units and Unitholders then holding any Series A Preferred Parity Securities, Pro Rata, until after making allocations pursuant to this and the immediately preceding sentence the Capital Account in respect of each such Outstanding Series A Preferred Unit is equal to the Series A Preferred Units or any Series A Parity Securities Base Liquidation Preference and (y) the Capital Account in respect of each Outstanding Series A Preferred Unitholders shall be entitled Parity Security is equal to the Series A Liquidation Preference per liquidation preference of such Series A Preferred Unit in cash, concurrently with any distribution Parity Security (and no other allocation pursuant to this Agreement shall reverse the effect of such allocation). After such allocations have been made to the holders of any Series A Parity Securities and before any distribution shall be made to the holders of Common Units or any other Series A Junior Securities. Outstanding Series A Preferred Holders Units and any Outstanding Series A Preferred Parity Securities, any remaining Net Termination Gain or Net Termination Loss shall not be entitled allocated to any other amounts from the Partners pursuant to Section 6.1(c). At the time of the dissolution of the Partnership, in their capacity as Series A Preferred Holders, after they have received the Series A Liquidation Preference. The payment subject to Section 17- 804 of the Series A Liquidation Preference in full shall be a payment in redemption Delaware Act, the Record Holders of the Series A Preferred Units, such that, from and after payment Units shall become entitled to receive any distributions in respect of the full Series A Liquidation Preference, any such Series A Preferred Unit Units that are accrued and unpaid as of the date of such distribution, and shall thereafter have the status of, and shall be cancelled entitled to all remedies available to, a creditor of the Partnership, and such entitlement of the Record Holders of the Series A Preferred Units to such accrued and unpaid distributions shall have priority over any entitlement of any other Partners or Assignees with respect to any distributions by the Partnership to such other Partners or Assignees except for distributions in respect of Series A Preferred Units pursuant to Section 5.14(b)(ii); provided, however, that the General Partner, as such, will have no longer be Outstandingliability for any obligations with respect to such distributions to any Record Holder(s) of Series A Preferred Units.

Liquidation Rights. (Aa) Subject to Section 5.11(c)(iii)(B), upon Upon the occurrence of any Liquidation Event, Series A Preferred Unitholders (to the extent their Series A Preferred Units have not been converted to Common Units in accordance with Section 5.11(c)(vii) prior to the occurrence of such Liquidation Event) B Holders shall be entitled to receive out of the assets of the Partnership Company or proceeds thereof legally available for distribution to stockholders of the PartnersCompany, (i) after satisfaction of all liabilities, if any, to creditors of the PartnershipCompany, (ii) after all applicable distributions of such assets or proceeds being made to or set aside for the holders of any Series A Senior Securities then Outstanding outstanding in respect of such Liquidation Event, (iii) concurrently with any applicable distributions of such assets or proceeds being made to or set aside for holders of any Series A Parity Interests Securities then Outstanding outstanding in respect of such Liquidation Event and (iv) before any distribution of such assets or proceeds is made to or set aside for the holders of Common Units Stock and any other classes or series of Series A Junior Securities as to such distribution, a liquidating distribution or payment in full redemption of such Series A B Preferred Units, Shares in an amount equal to the Series A B Liquidation Preference, plus the amount of any accumulated and unpaid dividends thereon (whether or not such dividends have been declared). For purposes of clarity, upon the occurrence of any Liquidation Event, (x) the holders of then Outstanding Series A outstanding Senior Securities shall be entitled to receive the applicable Liquidation Preference Preference, plus the amount of any accumulated and unpaid dividends thereon (whether or not such dividends shall have been declared), on such Series A Senior Securities before any distribution shall be made with respect to the Series A Preferred Units B Holders or any Series A Parity Securities and (y) the Series A Preferred Unitholders B Holders shall be entitled to the Series A B Liquidation Preference Preference, plus the amount of any accumulated and unpaid dividends thereon (whether or not such dividends shall have been declared), per share of Series A B Preferred Unit Shares in cash, cash concurrently with any distribution made to the holders of any Series A Parity Securities and before any distribution shall be made to the holders of Common Units Stock or any other Series A Junior Securities. Series A Preferred B Holders shall not be entitled to any other amounts from the PartnershipCompany, in their capacity as Series A Preferred B Holders, after they have received the Series A B Liquidation Preference, plus the amount of any accumulated and unpaid dividends thereon (whether or not such dividends shall have been declared). The payment of the Series A B Liquidation Preference in full shall be a payment in redemption of the Series A B Preferred Units, Shares such that, from and after payment of the full Series A B Liquidation Preference, plus the amount of any accumulated and unpaid dividends thereon (whether or not such dividends shall have been declared), any such share of Series A B Preferred Unit Shares shall thereafter be cancelled and no longer be Outstandingoutstanding.

Liquidation Rights. (A) Subject to Section 5.11(c)(iii)(B)In case of the voluntary or involuntary liquidation. dissolution or winding up of the Company, upon the occurrence holders of any Liquidation Event, shares of Series A B Preferred Unitholders (to the extent their Series A Preferred Units have not been converted to Common Units in accordance with Section 5.11(c)(vii) prior to the occurrence of such Liquidation Event) shall be Stock are entitled to receive out the liquidation price of the assets of the Partnership or proceeds thereof legally available for distribution to the Partners$25.00 per share, (i) after satisfaction of all liabilities, if any, to creditors of the Partnership, (ii) after all applicable distributions of such assets or proceeds being made to or set aside for the holders of any Series A Senior Securities then Outstanding in respect of such Liquidation Event, (iii) concurrently with any applicable distributions of such assets or proceeds being made to or set aside for holders of any Series A Parity Interests then Outstanding in respect of such Liquidation Event and (iv) before any distribution of such assets or proceeds is made to or set aside for the holders of Common Units and any other classes or series of Series A Junior Securities as to such distribution, a liquidating distribution or payment in full redemption of such Series A Preferred Units, in plus an amount equal to any accrued and unpaid dividends to the Series A Liquidation Preference. For purposes of claritypayment date, upon the occurrence of before any Liquidation Event, (x) payment or distribution is made to the holders of then Outstanding the Common Stock or any other series or class of the Company's stock hereafter issued which ranks junior as to liquidation rights to the Series A Senior Securities shall B Preferred Stock. The holders of the shares of the Series B Preferred will not be entitled to receive the applicable Liquidation Preference on liquidation price of such Series A Senior Securities before shares until the liquidation price of any distribution shall be made with respect other series or class of the Company's stock hereafter issued which ranks senior as to the liquidation rights to the Series A B Preferred Units or any Series A Parity Securities and Stock (y"senior liquidation stock") has been paid in full. No such senior liquidation stock shall be issued without the approval of holders of a majority of the Series A B Preferred Unitholders shall be Stock. See "Voting Rights." The holders of Series B Preferred Stock and all series or classes of the Company's stock hereafter issued 'which rank on a parity as to liquidation rights with the Series B Preferred Stock ("parity liquidation stock") are entitled to share ratably, in accordance with the respective preferential amounts payable on such stock, in any distribution (after payment of the liquidation price of the senior liquidation stock) which is not sufficient to pay in full the aggregate of the amounts payable thereon. After payment in full of the liquidation price of the shares of the Series A Liquidation Preference per Series A B Preferred Unit in cashStock, concurrently with any distribution made to the holders of any Series A Parity Securities and before any distribution shall be made to the holders of Common Units or any other Series A Junior Securities. Series A Preferred Holders shall such shares will not be entitled to any other amounts from further participation in any distribution of assets by the Partnership, in their capacity as Series A Preferred Holders, after they have received the Series A Liquidation PreferenceCompany. The payment Neither a consolidation or merger of the Series A Liquidation Preference in full shall be Company with another corporation, nor a payment in redemption sale or transfer of all or part of the Series A Preferred UnitsCompany's assets for cash, such thatsecurities or other property will be considered a liquidation, from and after payment dissolution or winding up of the full Series A Liquidation Preference, any such Series A Preferred Unit shall thereafter be cancelled and no longer be OutstandingCompany.

Liquidation Rights. (A) Subject to Section 5.11(c)(iii)(B), upon In the occurrence event of any Liquidation Eventliquidation, Series A Preferred Unitholders (to dissolution, and winding up of the extent their Partnership under Section 12.4 or a sale, exchange, or other disposition of all or substantially all of the assets of the Partnership, either voluntary or involuntary, the Record Holders of the Series A Preferred Units have not been converted to Common Units in accordance with Section 5.11(c)(vii) prior to the occurrence of such Liquidation Event) shall be entitled to receive receive, out of the assets of the Partnership or proceeds thereof legally available for distribution to the PartnersPartners or any Assignees, prior and in preference to any distribution of any assets of the Partnership to the Record Holders of any other class or series of Partnership Interests other than the Series A Preferred Units, the Series A Preferred Senior Securities and the Series A Preferred Parity Securities, (iA) after satisfaction first, any accumulated and unpaid distributions on the Series A Preferred Units (regardless of whether previously declared) and (B) then, any positive value in each such holder’s Capital Account in respect of such Series A Preferred Units. If in the year of such liquidation and winding up, or sale, exchange, or other disposition of all liabilities, if any, to creditors or substantially all of the assets of the Partnership, (ii) after all applicable distributions of any such assets or proceeds being made to or set aside for the holders of any Series A Senior Securities then Outstanding Record Holder’s Capital Account in respect of such Liquidation Event, (iii) concurrently with any applicable distributions of such assets or proceeds being made to or set aside for holders of any Series A Parity Interests then Outstanding in respect of such Liquidation Event and (iv) before any distribution of such assets or proceeds Preferred Units is made to or set aside for less than the holders of Common Units and any other classes or series of aggregate Series A Junior Securities as to such distribution, a liquidating distribution or payment in full redemption Preferred Base Liquidation Preference of such Series A Preferred Units, then, after the allocations specified in an amount Section 6.1(c)(i)(A) have been made, but otherwise notwithstanding anything to the contrary contained in this Agreement, and prior to any other allocation pursuant to this Agreement for such year and any distribution pursuant to the preceding sentence, items of gross income and gain shall be allocated to all Unitholders then holding Series A Preferred Units and Unitholders then holding any Series A Preferred Parity Securities, Pro Rata, until the Capital Account in respect of each Outstanding Series A Preferred Unit is equal to the Series A Preferred Base Liquidation Preference. For purposes Preference and the Capital Account in respect of clarity, upon the occurrence of any Liquidation Event, (x) the holders of then each Outstanding Series A Senior Securities shall be entitled Preferred Parity Security is equal to receive the applicable Liquidation Preference on liquidation preference of such Series A Senior Securities before Preferred Parity Security (and no other allocation pursuant to this Agreement shall reverse the effect of such allocation). If in the year of such liquidation, dissolution, or winding up any distribution such Record Holder’s Capital Account in respect of such Series A Preferred Units is less than the aggregate Series A Preferred Base Liquidation Preference of such Series A Preferred Units after the application of the preceding sentence, then to the extent permitted by applicable law and after making any allocations required under Section 6.1(c)(i)(A), but otherwise notwithstanding anything to the contrary contained in this Agreement, items of gross income and gain for any preceding taxable period(s) with respect to which IRS Form 1065 Schedules K-1 have not been filed by the Partnership shall be made with reallocated to all Unitholders then holding Series A Preferred Units and Unitholders then holding any Series A Preferred Parity Securities, Pro Rata, until after making allocations pursuant to this and the immediately preceding sentence the Capital Account in respect of each such Outstanding Series A Preferred Unit is equal to the Series A Preferred Units or any Series A Parity Securities Base Liquidation Preference and (y) the Capital Account in respect of each Outstanding Series A Preferred Unitholders shall be entitled Parity Security is equal to the Series A Liquidation Preference per liquidation preference of such Series A Preferred Unit in cash, concurrently with any distribution Parity Security (and no other allocation pursuant to this Agreement shall reverse the effect of such allocation). After such allocations have been made to the holders of any Series A Parity Securities and before any distribution shall be made to the holders of Common Units or any other Series A Junior Securities. Outstanding Series A Preferred Holders Units and any Outstanding Series A Preferred Parity Securities, any remaining Net Termination Gain or Net Termination Loss shall not be entitled allocated to any other amounts from the Partners pursuant to Section 6.1(c). At the time of the dissolution of the Partnership, in their capacity as Series A Preferred Holders, after they have received the Series A Liquidation Preference. The payment subject to Section 17-804 of the Series A Liquidation Preference in full shall be a payment in redemption Delaware Act, the Record Holders of the Series A Preferred Units, such that, from and after payment Units shall become entitled to receive any distributions in respect of the full Series A Liquidation Preference, any such Series A Preferred Unit Units that are accrued and unpaid as of the date of such distribution, and shall thereafter have the status of, and shall be cancelled entitled to all remedies available to, a creditor of the Partnership, and such entitlement of the Record Holders of the Series A Preferred Units to such accrued and unpaid distributions shall have priority over any entitlement of any other Partners or Assignees with respect to any distributions by the Partnership to such other Partners or Assignees except for distributions in respect of Series A Preferred Units pursuant to Section 5.14(b)(ii); provided, however, that the General Partner, as such, will have no longer be Outstandingliability for any obligations with respect to such distributions to any Record Holder(s) of Series A Preferred Units.

Liquidation Rights. (A) Subject to Section 5.11(c)(iii)(B), upon In the occurrence event of any Liquidation Eventliquidation, Series A Preferred Unitholders (to dissolution, and winding up of the extent their Partnership under Section 12.4 or a sale, exchange, or other disposition of all or substantially all of the assets of the Partnership, either voluntary or involuntary, the Record Holders of the Series A Preferred Units have not been converted to Common Units in accordance with Section 5.11(c)(vii) prior to the occurrence of such Liquidation Event) shall be entitled to receive receive, out of the assets of the Partnership or proceeds thereof legally available for distribution to the PartnersPartners or any Assignees, prior and in preference to any distribution of any assets of the Partnership to the Record Holders of any other class or series of Partnership Interests other than the Series A Preferred Units, the Series A Preferred Senior Securities and the Series A Preferred Parity Securities, (iA) after satisfaction first, any accumulated and unpaid distributions on the Series A Preferred Units (regardless of whether previously declared) and (B) then, any positive value in each such holder’s Capital Account in respect of such Series A Preferred Units. If in the year of such liquidation and winding up, or sale, exchange, or other disposition of all liabilities, if any, to creditors or substantially all of the assets of the Partnership, (ii) after all applicable distributions of any such assets or proceeds being made to or set aside for the holders of any Series A Senior Securities then Outstanding Record Holder’s Capital Account in respect of such Liquidation Event, (iii) concurrently with any applicable distributions of such assets or proceeds being made to or set aside for holders of any Series A Parity Interests then Outstanding in respect of such Liquidation Event and (iv) before any distribution of such assets or proceeds Preferred Units is made to or set aside for less than the holders of Common Units and any other classes or series of aggregate Series A Junior Securities as to such distribution, a liquidating distribution or payment in full redemption Preferred Base Liquidation Preference of such Series A Preferred Units, then, after the allocations specified in an amount Section 6.1(c)(i)(A) have been made, but otherwise notwithstanding anything to the contrary contained in this Agreement, and prior to any other allocation pursuant to this Agreement for such year and any distribution pursuant to the preceding sentence, items of gross income and gain shall be allocated to all Unitholders then holding Series A Preferred Units and Unitholders then holding any Series A Preferred Parity Securities, Pro Rata, until the Capital Account in respect of each Outstanding Series A Preferred Unit is equal to the Series A Preferred Base Liquidation Preference. For purposes Preference and the Capital Account in respect of clarity, upon the occurrence of any Liquidation Event, (x) the holders of then each Outstanding Series A Senior Securities shall be entitled Preferred Parity Security is equal to receive the applicable Liquidation Preference on liquidation preference of such Series A Senior Securities before Preferred Parity Security (and no other allocation pursuant to this Agreement shall reverse the effect of such allocation). If in the year of such liquidation, dissolution, or winding up any distribution such Record Holder’s Capital Account in respect of such Series A Preferred Units is less than the aggregate Series A Preferred Base Liquidation Preference of such Series A Preferred Units after the application of the preceding sentence, then to the extent permitted by applicable law and after making any allocations required under Section 6.1(c)(i)(A), but otherwise notwithstanding anything to the contrary contained in this Agreement, items of gross income and gain for any preceding taxable period(s) with respect to which IRS Form 1065 Schedules K-1 have not been filed by the Partnership shall be made with reallocated to all Unitholders then holding Series A Preferred Units and Unitholders then holding any Series A Preferred Parity Securities, Pro Rata, until after making allocations pursuant to this and the immediately preceding sentence the Capital Account in respect of each such Outstanding Series A Preferred Unit is equal to the Series A Preferred Units or any Series A Parity Securities Base Liquidation Preference and (y) the Capital Account in respect of each Outstanding Series A Preferred Unitholders shall be entitled Parity Security is equal to the Series A Liquidation Preference per liquidation preference of such Series A Preferred Unit in cash, concurrently with any distribution Parity Security (and no other allocation pursuant to this Agreement shall reverse the effect of such allocation). After such allocations have been Table of Contents made to the holders of any Series A Parity Securities and before any distribution shall be made to the holders of Common Units or any other Series A Junior Securities. Outstanding Series A Preferred Holders Units and any Outstanding Series A Preferred Parity Securities, any remaining Net Termination Gain or Net Termination Loss shall not be entitled allocated to any other amounts from the Partners pursuant to Section 6.1(c). At the time of the dissolution of the Partnership, in their capacity as Series A Preferred Holders, after they have received the Series A Liquidation Preference. The payment subject to Section 17-804 of the Series A Liquidation Preference in full shall be a payment in redemption Delaware Act, the Record Holders of the Series A Preferred Units, such that, from and after payment Units shall become entitled to receive any distributions in respect of the full Series A Liquidation Preference, any such Series A Preferred Unit Units that are accrued and unpaid as of the date of such distribution, and shall thereafter have the status of, and shall be cancelled entitled to all remedies available to, a creditor of the Partnership, and such entitlement of the Record Holders of the Series A Preferred Units to such accrued and unpaid distributions shall have priority over any entitlement of any other Partners or Assignees with respect to any distributions by the Partnership to such other Partners or Assignees except for distributions in respect of Series A Preferred Units pursuant to Section 5.14(b)(ii); provided, however, that the General Partner, as such, will have no longer be Outstandingliability for any obligations with respect to such distributions to any Record Holder(s) of Series A Preferred Units.

Liquidation Rights. (Aa) Subject to Section 5.11(c)(iii)(B), upon the occurrence of Upon any Liquidation Dissolution Event, after payment or provision for the liabilities of the Company (including the expenses of such Dissolution Event) and the satisfaction of all claims ranking senior to the Series A Preferred Unitholders (to the extent their Series A Preferred Units have not been converted to Common Mirror Units in accordance with Section 5.11(c)(vii) prior to 9.03, the occurrence of such Liquidation Event) Series A Holders shall be entitled to receive out of the assets of the Partnership Company or proceeds thereof legally available for distribution to the PartnersMembers, (i) after satisfaction before any payment or distribution of all liabilities, if any, to creditors of the Partnership, (ii) after all applicable distributions of such assets or proceeds being is made to or set aside for the holders of any Series A Senior Securities then Outstanding in respect of Junior Units, distributions equal to the positive balance in their Capital Accounts (to the extent such Liquidation Event, (iii) concurrently with any applicable distributions positive balance is attributable to ownership of such assets or proceeds being made to or set aside for holders of any Series A Parity Interests then Outstanding in respect of such Liquidation Event and (iv) before any distribution of such assets or proceeds is made to or set aside for the holders of Common Units and any other classes or series of Series A Junior Securities as to such distribution, a liquidating distribution or payment in full redemption of such Series A Preferred Units, in an amount equal Mirror Units and after taking into account allocations of Gross Ordinary Income to the Series A Liquidation PreferenceHolders pursuant to Section 11.06 for the taxable year in which the Dissolution Event occurs) pursuant to Section 9.03, pro rata based on the full respective distributable amounts to which each Series A Holder is entitled pursuant to this Section 11.08(a). For purposes of clarity, upon the occurrence of any Liquidation (b) Upon a Dissolution Event, (x) the holders of then Outstanding after each Series A Senior Securities shall be entitled Holder receives a payment equal to receive the applicable Liquidation Preference on positive balance in its Capital Account (to the extent such positive balance is attributable to ownership of the Series A Senior Securities before any distribution shall be made with respect Preferred Mirror Units and after taking into account allocations of Gross Ordinary Income to the Series A Preferred Units or any Holders pursuant to Section 11.06 for the taxable year in which the Dissolution Event occurs), such Series A Parity Securities and (y) the Series A Preferred Unitholders shall be entitled to the Series A Liquidation Preference per Series A Preferred Unit in cash, concurrently with any distribution made to the holders of any Series A Parity Securities and before any distribution shall be made to the holders of Common Units or any other Series A Junior Securities. Series A Preferred Holders Holder shall not be entitled to any further participation in any distribution of assets by the Company. (c) If the assets of the Company available for distribution upon a Dissolution Event are insufficient to pay in full the aggregate amount payable to the Series A Holders and holders of all other outstanding Parity Units, if any, such assets shall be distributed to the Series A Holders and holders of such Parity Units pro rata, based on the full respective distributable amounts from to which each such Member is entitled pursuant to this Section 11.08. (d) Nothing in this Section 11.08 shall be understood to entitle the PartnershipSeries A Holders to be paid any amount upon the occurrence of a Dissolution Event until holders of any classes or series of Units ranking, in their capacity as to the distribution of assets upon a Dissolution Event, senior to the Series A Preferred HoldersMirror Units have been paid all amounts to which such classes or series of Units are entitled. (e) For the purposes of this Section 11.08, after they a Dissolution Event shall not be deemed to have received occurred in connection with (i) a Substantially All Merger or a Substantially All Sale whereby a member of the Apollo Operating Group is the surviving Person or the Person formed by such transaction is organized under the laws of a Permitted Jurisdiction and has expressly assumed all of the obligations under the AOG Mirror Interests, (ii) the sale or disposition of a member of the Apollo Operating Group (whether by merger, consolidation or the sale of all or substantially all of its assets) if such sale or disposition is not a Substantially All Merger or Substantially All Sale, (iii) the sale or disposition of a member of the Apollo Operating Group should such member not constitute a “significant subsidiary” of the Issuer under Rule 1-02(w) of Regulation S-X promulgated by the SEC, (iv) an event where the Series A Liquidation Preference. The payment Preferred Shares have been fully redeemed pursuant to the terms of the Series A Liquidation Preference in full shall be a payment in Issuer LLC Agreement or if proper notice of redemption of the Series A Preferred Units, such that, from Shares has been given and after payment funds sufficient to pay the redemption price for all of the full Series A Liquidation Preference, any such Series A Preferred Unit Shares called for redemption have been set aside for payment pursuant to the terms of the Issuer LLC Agreement, (v) transactions where the assets of a member of the Apollo Operating Group being liquidated, dissolved or wound up are immediately contributed to another member of the Apollo Operating Group, and (vi) with respect to a member of the Apollo Operating Group, a Permitted Transfer or a Permitted Reorganization (any of (i) through (vi), a “Dissolution Exception”). (f) In the event that any member of the Apollo Operating Group liquidates, dissolves or winds up, including a Dissolution Event, the Company shall thereafter be cancelled not declare or pay or set apart payment on its Junior Units unless the outstanding liquidation preference on all outstanding AOG Mirror Interests of each member of the Apollo Operating Group shall have been repaid via redemption or otherwise. Notwithstanding the foregoing, no such limitation shall apply to or upon (i) a Dissolution Exception or (ii) an event where the Issuer’s Series A Preferred Shares have been fully redeemed pursuant to the terms of the Issuer LLC Agreement or if proper notice of redemption of the Series A Preferred Shares has been given and no longer be Outstanding.funds sufficient to pay the redemption price for all of the Series A Preferred Shares called for redemption have been set aside by or on behalf of the Issuer for payment pursuant to the terms of the Issuer LLC Agreement. Section 11.09

Liquidation Rights. (Aa) Subject to Section 5.11(c)(iii)(B)the rights of any series of Preferred Limited Partnership Interests which by its terms expressly ranks senior to the Series D Preferred Limited Partnership Interests in respect of the right to receive payment of the distribution of assets upon liquidation of the Partnership, which may from time to time come into existence, upon any voluntary or involuntary liquidation, dissolution or winding up of the occurrence affairs of the Partnership, then, before any distribution or payment shall be made to the holders of any Liquidation Eventunits of Common Partnership Interests or any other class or series of partnership interests of the Partnership ranking junior to Series D Preferred Limited Partnership Interests in the distribution of assets upon any liquidation, dissolution or winding up of the affairs of the Partnership, the holders of units of the Series A D Preferred Unitholders (to the extent their Series A Preferred Units have not been converted to Common Units in accordance with Section 5.11(c)(vii) prior to the occurrence of such Liquidation Event) Limited Partnership Interests shall be entitled to receive out of the assets of the Partnership or proceeds thereof legally available for distribution to stockholders, liquidation distributions in the Partnersamount of the liquidation preference of $25.00 per unit, plus an amount equal to all distributions accrued and unpaid thereon (i) after satisfaction the “Liquidation Preference”). Holders of all liabilitiesSeries D Preferred Limited Partnership Interests will be entitled to written notice of any event triggering the right to receive such Liquidation Preference. After payment of the full amount of the liquidating distributions to which they are entitled, if anythe holders of units of Series D Preferred Limited Partnership Interests will have no right or claim to any of the remaining assets of the Partnership. In the event that, to creditors upon any such voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Partnership, (ii) after the available assets of the Partnership are insufficient to pay the amount of the liquidation distributions on all applicable distributions outstanding units of such assets or proceeds being made to or set aside for Series D Preferred Limited Partnership Interests and the holders corresponding amounts payable on all units of any Series A Senior Securities then Outstanding in respect of such Liquidation Event, (iii) concurrently with any applicable distributions of such assets or proceeds being made to or set aside for holders of any Series A Parity Interests then Outstanding in respect of such Liquidation Event and (iv) before any distribution of such assets or proceeds is made to or set aside for the holders of Common Units and any other classes or series of partnership interests of the Partnership ranking on a parity with Series A Junior Securities as to such distributionD Preferred Limited Partnership Interests in the distribution of assets upon any liquidation, a liquidating distribution dissolution or payment in full redemption winding up of such Series A Preferred the affairs of the Partnership (“Parity Units”), in an amount equal to the Series A Liquidation Preference. For purposes of clarity, upon the occurrence of any Liquidation Event, (x) then the holders of then Outstanding units of Series A Senior Securities D Preferred Limited Partnership Interests and Parity Units shall be entitled to receive the applicable Liquidation Preference on share ratably in any such Series A Senior Securities before any distribution shall be made with respect of assets in proportion to the Series A Preferred Units or any Series A Parity Securities and (y) the Series A Preferred Unitholders shall full liquidating distributions to which they would otherwise be entitled to the Series A Liquidation Preference per Series A Preferred Unit in cash, concurrently with any distribution made to the holders of any Series A Parity Securities and before any distribution shall be made to the holders of Common Units or any other Series A Junior Securities. Series A Preferred Holders shall not be entitled to any other amounts from the Partnership, in their capacity as Series A Preferred Holders, after they have received the Series A Liquidation Preference. The payment of the Series A Liquidation Preference in full shall be a payment in redemption of the Series A Preferred Units, such that, from and after payment of the full Series A Liquidation Preference, any such Series A Preferred Unit shall thereafter be cancelled and no longer be Outstandingrespectively entitled.

Liquidation Rights. (Aa) Subject to Section 5.11(c)(iii)(B), upon In the occurrence event of any Liquidation Eventliquidation, dissolution or winding up of the affairs of the Company, whether voluntary or involuntary, after payment or provision for payment of the debts and other liabilities and obligations of the Company, each holder of Series A Preferred Unitholders (to the extent their Series A Preferred Units have not been converted to Common Units in accordance with Section 5.11(c)(vii) prior to the occurrence of such Liquidation Event) Shares then outstanding shall be entitled to receive be paid out of the net assets of the Partnership or proceeds thereof legally Company available for distribution to the Partners, (i) after satisfaction of all liabilities, if any, its shareholders prior and in preference to creditors of the Partnership, (ii) after all applicable distributions of such assets any payment or proceeds being made to or set aside declaration and setting apart for the holders payment of any Series A Senior Securities then Outstanding amount in respect of such Liquidation Eventthe Common Shares, (iii) concurrently with any applicable distributions of such assets or proceeds being made to or set aside for holders of any Series A Parity Interests then Outstanding in respect of such Liquidation Event and (iv) before any distribution of such assets or proceeds is made to or set aside for the holders of Common Units and any other classes or series of Series A Junior Securities as to such distribution, a liquidating distribution or payment in full redemption of such Series A Preferred Units, in an amount equal to the sum of the following: (i) $1.95 per Series A Preferred Share held by such holder, (ii) an amount equal to all accrued and unpaid dividends thereon, whether or not earned or declared, to and including the date full payment shall be tendered to the holders of the Series A Preferred Share with respect to such liquidation, dissolution or winding up, and (iii) the fair market value, reasonably determined in good faith by the Board, of the evidences of indebtedness, assets and securities referred to in paragraph 5(f) of this Section I to which such holders would have been entitled to receive upon conversion of their Series A Preferred Shares (clauses (i) through (iii), collectively the "Series A Liquidation Preference. For purposes "); if upon any liquidation, dissolution or winding up of claritythe Company, upon whether voluntary or involuntary, the occurrence of any Liquidation Event, (x) assets to be distributed to the holders of then Outstanding Series A Senior Securities shall be entitled to receive the applicable Liquidation Preference on such Series A Senior Securities before any distribution shall be made with respect to the Series A Preferred Units or any Series A Parity Securities Shares and (y) the Series A B Preferred Unitholders Shares shall be entitled insufficient to permit the Series A Liquidation Preference per Series A Preferred Unit in cash, concurrently with any distribution made payment to the such holders of any Series A Parity Securities and before any distribution shall be made to the holders of Common Units or any other Series A Junior Securities. Series A Preferred Holders shall not be entitled to any other amounts from the Partnership, in their capacity as Series A Preferred Holders, after they have received the Series A Liquidation Preference. The payment full aggregate amount of the Series A Liquidation Preference in full plus the Series B Liquidation Preference (as defined below), then all of the net assets of the Company available for distribution to its shareholders shall be a payment in redemption distributed ratably among the holders of the Series A Preferred Units, such that, from Shares and after payment of the full Series B Preferred Shares in proportion to the then applicable Series A Liquidation Preference, any such Preference with respect to each Series A Preferred Unit shall thereafter be cancelled Share and no longer be Outstandingthe then applicable Series B Liquidation Preference with respect to each Series B Preferred Share.

Liquidation Rights. (Aa) Subject to Section 5.11(c)(iii)(B), upon Upon the occurrence of any Liquidation Event, Series A Preferred Unitholders (to the extent their Series A Preferred Units have not been converted to Common Units in accordance with Section 5.11(c)(vii) prior to the occurrence of such Liquidation Event) Holders shall be entitled to receive out of the assets of the Partnership or proceeds thereof legally available for distribution to the Partners, (i) after satisfaction of all liabilities, if any, to creditors of the Partnership, (ii) after all applicable distributions of such assets or proceeds being made to or set aside for the holders of any Series A Senior Securities then Outstanding in respect of such Liquidation Event, (iii) concurrently with any applicable distributions of such assets or proceeds being made to or set aside for holders of any Series A Preference Units or other Parity Interests Securities then Outstanding in respect of such Liquidation Event and (iv) before any distribution of such assets or proceeds is made to or set aside for the holders of Common Units, Class B Units and any other classes or series of Series A Junior Securities as to such distribution, a liquidating distribution or payment in full redemption of such Series A Preferred Units, Preference Units in an amount equal to the Series A Liquidation Preference. For purposes of clarity, upon the occurrence of any Liquidation Event, (x) the holders of then Outstanding Series A Senior Securities shall be entitled to receive the applicable Liquidation Preference on such Series A Senior Securities before any distribution shall be made with respect to the Series A Preferred Preference Units or any Series A Parity Securities and (y) the Series A Preferred Unitholders Holders shall be entitled to the Series A Liquidation Preference per Series A Preferred Preference Unit in cash, concurrently with any distribution made to the holders of any Series A Parity Securities and before any distribution shall be made to the holders of Common Units, Class B Units or any other Series A Junior Securities. Series A Preferred Holders shall not be entitled to any other amounts from the Partnership, in their capacity as Series A Preferred Holders, after they have received the Series A Liquidation Preference. The payment of the Series A Liquidation Preference in full shall be a payment in redemption of the Series A Preferred Units, Preference Units such that, from and after payment of the full Series A Liquidation Preference, any such Series A Preferred Preference Unit shall thereafter be cancelled and no longer be Outstanding.

Liquidation Rights. (A) Subject to In the event of the dissolution and winding up of the Partnership under Section 5.11(c)(iii)(B)12.4 or a sale, upon exchange, or other disposition of all or substantially all of the occurrence assets of any Liquidation Eventthe Partnership, Series A Preferred Unitholders (to either voluntary or involuntary, the extent their Record Holders of the Series A Preferred Units have not been converted to Common Units in accordance with Section 5.11(c)(vii) prior to the occurrence of such Liquidation Event) shall be entitled to receive receive, out of the assets of the Partnership or proceeds thereof legally available for distribution to the PartnersPartners or any Assignees, prior and in preference to any distribution of any assets of the Partnership to the Record Holders of any other class or series of Partnership Interests, (iA) after satisfaction first, any accumulated and unpaid distributions on the Series A Preferred Units (regardless of whether previously declared) and (B) then, any positive value in each such holder’s Capital Account in respect of such Series A Preferred Units. If in the year of such dissolution and winding up, or sale, exchange, or other disposition of all liabilities, if any, to creditors or substantially all of the assets of the Partnership, (ii) after all applicable distributions of any such assets or proceeds being made to or set aside for the holders of any Series A Senior Securities then Outstanding Record Holder’s Capital Account in respect of such Liquidation Event, (iii) concurrently with any applicable distributions of such assets or proceeds being made to or set aside for holders of any Series A Parity Interests then Outstanding in respect of such Liquidation Event and (iv) before any distribution of such assets or proceeds Preferred Units is made to or set aside for less than the holders of Common Units and any other classes or series of aggregate Series A Junior Securities as to such distribution, a liquidating distribution or payment in full redemption Base Liquidation Preference of such Series A Preferred Units, then, notwithstanding anything to the contrary contained in an amount this Agreement, and prior to any other allocation pursuant to this Agreement for such year and any distribution pursuant to the preceding sentence, items of gross income and gain shall be allocated to all Unitholders then holding Series A Preferred Units, Pro Rata, until the Capital Account in respect of each Outstanding Series A Preferred Unit is equal to the Series A Base Liquidation PreferencePreference (and no other allocation pursuant to this Agreement shall reverse the effect of such allocation). For purposes If in the year of claritysuch dissolution and winding up any such Record Holder’s Capital Account in respect of such Series A Preferred Units is less than the aggregate Series A Base Liquidation Preference of such Series A Preferred Units after the application of the preceding sentence, upon then to the occurrence extent permitted by applicable law, but otherwise notwithstanding anything to the contrary contained in this Agreement, items of gross income and gain for any Liquidation Eventpreceding taxable year(s) with respect to which IRS Form 1065 Schedules K-1 have not been filed by the Partnership shall be reallocated to all Unitholders then holding Series A Preferred Units, (x) Pro Rata, until the holders Capital Account in respect of then each such Outstanding Series A Senior Securities Preferred Unit after making allocations pursuant to this and the immediately preceding sentence is equal to the Series A Base Liquidation Preference (and no other allocation pursuant to this Agreement shall reverse the effect of such allocation). After such allocations have been made to the Outstanding Series A Preferred Units, any remaining Net Termination Gain or Net Termination Loss shall be entitled allocated to receive the applicable Liquidation Preference on such Series A Senior Securities before any distribution shall be made with respect Partners pursuant to Section 6.1(c) or Section 6.1(d), as the case may be. At the time of the dissolution of the Partnership, subject to Section 17-804 of the Delaware Act, the Record Holders of the Series A Preferred Units or any Series A Parity Securities and (y) the Series A Preferred Unitholders shall be become entitled to the Series A Liquidation Preference per Series A Preferred Unit receive any distributions in cash, concurrently with any distribution made to the holders of any Series A Parity Securities and before any distribution shall be made to the holders of Common Units or any other Series A Junior Securities. Series A Preferred Holders shall not be entitled to any other amounts from the Partnership, in their capacity as Series A Preferred Holders, after they have received the Series A Liquidation Preference. The payment of the Series A Liquidation Preference in full shall be a payment in redemption respect of the Series A Preferred Units, such that, from Units that are accrued and after payment unpaid as of the full Series A Liquidation Preferencedate of such distribution, any and shall have the status of, and shall be entitled to all remedies available to, a creditor of the Partnership, and such entitlement of the Record Holders of the Series A Preferred Unit Units to such accrued and unpaid distributions shall thereafter be cancelled and have priority over any entitlement of any other Partners or Assignees with respect to any distributions by the Partnership to such other Partners or Assignees; provided, however, that the General Partner, as such, will have no longer be Outstandingliability for any obligations with respect to such distributions to any Record Holder(s) of Series A Preferred Units.

Liquidation Rights. (Aa) Subject to Section 5.11(c)(iii)(B), upon Upon the occurrence of any Liquidation Event, Series A Preferred Unitholders (to the extent their Series A Preferred Units have not been converted to Common Units in accordance with Section 5.11(c)(vii) prior to the occurrence of such Liquidation Event) C Holders shall be entitled to receive out of the assets of the Partnership or proceeds thereof legally available for distribution to the Partners, (i) after satisfaction of all liabilities, if any, to creditors of the Partnership, (ii) after all applicable distributions of such assets or proceeds being made to or set aside for the holders of any Series A Senior Securities then Outstanding in respect of such Liquidation Event, (iii) concurrently with any applicable distributions of such assets or proceeds being made to or set aside for holders of any Series A C Preference Units or other Parity Interests Securities then Outstanding in respect of such Liquidation Event and (iv) before any distribution of such assets or proceeds is made to or set aside for the holders of Common Units and any other classes or series of Series A Junior Securities as to such distribution, a liquidating distribution or payment in full redemption of such Series A Preferred Units, C Preference Units in an amount equal to the Series A C Liquidation Preference. For purposes of clarity, upon the occurrence of any Liquidation Event, (x) the holders of then Outstanding Series A Senior Securities shall be entitled to receive the applicable Liquidation Preference on such Series A Senior Securities before any distribution shall be made with respect to the Series A Preferred C Preference Units or any Series A Parity Securities and (y) the Series A Preferred Unitholders C Holders shall be entitled to the Series A C Liquidation Preference per Series A Preferred C Preference Unit in cash, concurrently with any distribution made to the holders of any Series A Parity Securities and before any 76 distribution shall be made to the holders of Common Units or any other Series A Junior Securities. Series A Preferred C Holders shall not be entitled to any other amounts from the Partnership, in their capacity as Series A Preferred C Holders, after they have received the Series A C Liquidation Preference. The payment of the Series A C Liquidation Preference in full shall be a payment in redemption of the Series A Preferred Units, C Preference Units such that, from and after payment of the full Series A C Liquidation Preference, any such Series A Preferred C Preference Unit shall thereafter be cancelled and no longer be Outstanding.

Liquidation Rights. (Aa) Subject to Section 5.11(c)(iii)(B), upon Upon the occurrence of any Liquidation Event, Series A Preferred Unitholders (to the extent their Series A Preferred Units have not been converted to Common Units in accordance with Section 5.11(c)(vii) prior to the occurrence of such Liquidation Event) Holders shall be entitled to receive out of the assets of the Partnership or proceeds thereof legally available for distribution to the Partners, (i) after satisfaction of all liabilities, if any, to creditors of the Partnership, (ii) after all applicable distributions of such assets or proceeds being made to or set aside for the holders of any Series A Senior Securities then Outstanding in respect of such Liquidation Event, (iii) concurrently with any applicable distributions of such assets or proceeds being made to or set aside for holders of any Series A Parity Interests Securities then Outstanding in respect of such Liquidation Event and (iv) before any distribution of such assets or proceeds is made to or set aside for the holders of Common Units, Subordinated Units and any other classes or series of Series A Junior Securities as to such distribution, a liquidating distribution or payment in full redemption of such Series A Preferred Units, Units in an amount equal to the Series A Liquidation Preference. For purposes of clarity, upon the occurrence of any Liquidation Event, (x) the holders of then Outstanding Series A Senior Securities shall be entitled to receive the applicable Liquidation Preference on such Series A Senior Securities before any distribution shall be made with respect to the Series A Preferred Units or any Series A Parity Securities and (y) the Series A Preferred Unitholders Holders shall be entitled to the Series A Liquidation Preference per Series A Preferred Unit in cash, cash concurrently with any distribution made to the holders of any Series A Parity Securities and before any distribution shall be made to the holders of Common Units, Subordinated Units or any other Series A Junior Securities. Series A Preferred Holders shall not be entitled to any other amounts from the Partnership, in their capacity as Series A Preferred Holders, after they have received the Series A Liquidation Preference. The payment of the Series A Liquidation Preference in full shall be a payment in redemption of the Series A Preferred Units, Units such that, from and after payment of the full Series A Liquidation Preference, any such Series A Preferred Unit shall thereafter be cancelled and no longer be Outstanding.

Liquidation Rights. (A) Subject to Section 5.11(c)(iii)(B), upon the occurrence of any Liquidation Event, Series A Preferred Unitholders (to the extent their Series A Preferred Units have not been converted to Common Units in accordance with Section 5.11(c)(vii) prior to the occurrence of such Liquidation Event) shall be entitled to receive out of the assets of the Partnership or proceeds thereof legally available for distribution to the Partners, (i) after satisfaction of all liabilities, if any, to creditors of the Partnership, (ii) after all applicable distributions of such assets or proceeds being made to or set aside for the holders of any Series A Senior Securities then Outstanding in respect of such Liquidation Event, (iii) concurrently with any applicable distributions of such assets or proceeds being made to or set aside for holders of any Series A Parity Interests then Outstanding in respect of such Liquidation Event and (iv) before any distribution of such assets or proceeds is made to or set aside for the holders of Common Units and any other classes or series of Series A Junior Securities as to such distribution, a liquidating distribution or payment in full redemption of such Series A Preferred Units, in an amount equal to the Series A Liquidation Preference. For purposes of clarity, upon the occurrence of any Liquidation Event, (x) the holders of then Outstanding Series A Series A Senior Securities shall be entitled to receive the applicable Liquidation Preference on such Series A Senior Securities before any distribution shall be made with respect to the Series A Preferred Units or any Series A Parity Securities and (y) the Series A Preferred Unitholders shall be entitled to the Series A Liquidation Preference per Series A Preferred Unit in cash, concurrently with any distribution made to the holders of any Series A Parity Securities and before any distribution shall be made to the holders of Common Units or any other Series A Junior Securities. Series A Preferred Holders shall not be entitled to any other amounts from the Partnership, in their capacity as Series A Preferred Holders, after they have received the Series A Liquidation Preference. The payment of the Series A Liquidation Preference in full shall be a payment in redemption of the Series A Preferred Units, such that, from and after payment of the full Series A Liquidation Preference, any such Series A Preferred Unit shall thereafter be cancelled and no longer be Outstanding.

Liquidation Rights. (Aa) Subject to Section 5.11(c)(iii)(B)the rights of any series of Preferred Limited Partnership Interests which by its terms expressly ranks senior to the Series D Preferred Limited Partnership Interests in respect of the right to receive payment of the distribution of assets upon liquidation of the Partnership, which may from time to time come into existence, upon any voluntary or involuntary liquidation, dissolution or winding up of the occurrence affairs of the Partnership, then, before any distribution or payment shall be made to the holders of any Liquidation Eventunits of Common Partnership Interests or any other class or series of partnership interests of the Partnership ranking junior to Series D Preferred Limited Partnership Interests in the distribution of assets upon any liquidation, dissolution or winding up of the affairs of the Partnership, the holders of units of the Series A D Preferred Unitholders (to the extent their Series A Preferred Units have not been converted to Common Units in accordance with Section 5.11(c)(vii) prior to the occurrence of such Liquidation Event) Limited Partnership Interests shall be entitled to receive out of the assets of the Partnership or proceeds thereof legally available for distribution to stockholders, liquidation distributions in the Partnersamount of the liquidation preference of $25.00 per unit, plus an amount equal to all distributions accrued and unpaid thereon (i) after satisfaction the "Liquidation Preference"). Holders of all liabilitiesSeries D Preferred Limited Partnership Interests will be entitled to written notice of any event triggering the right to receive such Liquidation Preference. After payment of the full amount of the liquidating distributions to which they are entitled, if anythe holders of units of Series D Preferred Limited Partnership Interests will have no right or claim to any of the remaining assets of the Partnership. In the event that, to creditors upon any such voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Partnership, (ii) after the available assets of the Partnership are insufficient to pay the amount of the liquidation distributions on all applicable distributions outstanding units of such assets or proceeds being made to or set aside for Series D Preferred Limited Partnership Interests and the holders corresponding amounts payable on all units of any Series A Senior Securities then Outstanding in respect of such Liquidation Event, (iii) concurrently with any applicable distributions of such assets or proceeds being made to or set aside for holders of any Series A Parity Interests then Outstanding in respect of such Liquidation Event and (iv) before any distribution of such assets or proceeds is made to or set aside for the holders of Common Units and any other classes or series of partnership interests of the Partnership ranking on a parity with Series A Junior Securities as to such distributionD Preferred Limited Partnership Interests in the distribution of assets upon any liquidation, a liquidating distribution dissolution or payment in full redemption winding up of such Series A Preferred the affairs of the Partnership ("Parity Units"), in an amount equal to the Series A Liquidation Preference. For purposes of clarity, upon the occurrence of any Liquidation Event, (x) then the holders of then Outstanding units of Series A Senior Securities D Preferred Limited Partnership Interests and Parity Units shall be entitled to receive the applicable Liquidation Preference on share ratably in any such Series A Senior Securities before any distribution shall be made with respect of assets in proportion to the Series A Preferred Units or any Series A Parity Securities and (y) the Series A Preferred Unitholders shall full liquidating distributions to which they would otherwise be entitled to the Series A Liquidation Preference per Series A Preferred Unit in cash, concurrently with any distribution made to the holders of any Series A Parity Securities and before any distribution shall be made to the holders of Common Units or any other Series A Junior Securities. Series A Preferred Holders shall not be entitled to any other amounts from the Partnership, in their capacity as Series A Preferred Holders, after they have received the Series A Liquidation Preference. The payment of the Series A Liquidation Preference in full shall be a payment in redemption of the Series A Preferred Units, such that, from and after payment of the full Series A Liquidation Preference, any such Series A Preferred Unit shall thereafter be cancelled and no longer be Outstandingrespectively entitled.

Liquidation Rights. (Aa) Subject to Section 5.11(c)(iii)(B), upon Upon the occurrence of any Liquidation Event, Series A Preferred Unitholders (to the extent their Series A Preferred Units have not been converted to Common Units in accordance with Section 5.11(c)(vii) prior to the occurrence of such Liquidation Event) B Holders shall be entitled to receive out of the assets of the Partnership or proceeds thereof legally available for distribution to the Partners, (i) after satisfaction of all liabilities, if any, to creditors of the Partnership, (ii) after all applicable distributions of such assets or proceeds being made to or set aside for the holders of any Series A Senior Securities then Outstanding in respect of such Liquidation Event, (iii) concurrently with any applicable distributions of such assets or proceeds being made to or set aside for holders of any Series A B Preferred Units or other Parity Interests Securities then Outstanding in respect of such Liquidation Event and (iv) before any distribution of such assets or proceeds is made to or set aside for the holders of Common Units and any other classes or series of Series A Junior Securities as to such distribution, a liquidating distribution or payment in full redemption of such Series A B Preferred Units, Units in an amount equal to the Series A B Liquidation Preference. For purposes of clarity, upon the occurrence of any Liquidation Event, (x) the holders of then Outstanding Series A Senior Securities shall be entitled to receive the applicable Liquidation Preference on such Series A Senior Securities before any distribution shall be made with respect to the Series A B Preferred Units or any Series A Parity Securities and (y) the Series A Preferred Unitholders B Holders shall be entitled to the Series A B Liquidation Preference per Series A B Preferred Unit in cash, concurrently with any distribution made to the holders of any Series A Parity Securities and before any distribution shall be made to the holders of Common Units or any other Series A Junior Securities. Series A Preferred B Holders shall not be entitled to any other amounts from the Partnership, in their capacity as Series A Preferred B Holders, after they have received the Series A B Liquidation Preference. The payment of the Series A B Liquidation Preference in full shall be a payment in redemption of the Series A B Preferred Units, Units such that, from and after payment of the full Series A B Liquidation Preference, any such Series A B Preferred Unit shall thereafter be cancelled and no longer be Outstanding.. 77

Liquidation Rights. (A) Subject to Section 5.11(c)(iii)(B), upon the occurrence of any Liquidation Event, Series A Preferred Unitholders (to the extent their Series A Preferred Units have not been converted to Common Units in accordance with Section 5.11(c)(vii) prior to the occurrence of such Liquidation Event) shall be entitled to receive out of the assets of the Partnership or proceeds thereof legally available for distribution to the Partners, (i) after satisfaction of all liabilitiesUpon any liquidation, if anydissolution, to creditors or winding up of the PartnershipCorporation, (ii) after all applicable distributions of such assets whether voluntary or proceeds being made to or set aside for the holders of any Series A Senior Securities then Outstanding in respect of such Liquidation Eventinvoluntary, (iii) concurrently with any applicable distributions of such assets or proceeds being made to or set aside for holders of any Series A Parity Interests then Outstanding in respect of such Liquidation Event and (iv) before any distribution of such assets or proceeds is made to or set aside for the holders of Common Units and any other classes or series of Series A Junior Securities as to such distribution, a liquidating distribution or payment in full redemption of such Series A Preferred Units, in an amount equal to the Series A Liquidation Preference. For purposes of clarity, upon the occurrence of any Liquidation Event, (x) the holders of then Outstanding Series A Senior Securities shall be entitled to receive the applicable Liquidation Preference on such Series A Senior Securities before any distribution shall be made with respect to the Series A Preferred Units or any Series A Parity Securities and (y) the Series A Preferred Unitholders shall be entitled to the Series A Liquidation Preference per Series A Preferred Unit in cash, concurrently with any distribution made to the holders of any Series A Parity Securities B Junior Stock, subject to the rights of any series of Preferred Stock that may from time to time come into existence and before any distribution which is expressly senior to the rights of the Series B Preferred Stock, the holders of Series B Preferred Stock shall be made entitled to be paid in cash out of the assets of the Corporation an amount per share of Series B Preferred Stock equal to 100% of the Series B Original Issue Price (as adjusted for any stock dividends, combinations, splits, recapitalizations and the like with respect to such shares), plus an amount equal to accrued but unpaid dividends (the "Liquidation Preference"), for each share of Series B Preferred Stock held by each such holder. If, upon any such liquidation, dissolution, or winding up, the assets of the Corporation shall be insufficient to make payment in full of the Liquidation Preference to all holders of Series B Preferred Stock, then such assets shall be distributed among the holders of Series B Preferred Stock at the time outstanding, ratably in proportion to the full amounts to which they would otherwise be respectively entitled. After the payment of the foregoing full Liquidation Preference of the Series B Preferred Stock and any other distribution that may be required with respect to any series of Preferred Stock that may from time to time come into existence, the assets of the Corporation legally available for distribution, if any, shall be distributed ratably to the holders of the Series B Junior Stock and the Series B Preferred Stock, on an as converted basis; provided, however, that if, in connection with a Sale Transaction (as defined below), the holders of a share of the Common Units or Stock (before giving effect to the payment of the Liquidation Preference but after giving effect to the payment of the liquidation preference of any other class of Preferred Stock and assuming conversion in full of the outstanding shares of Series A B Preferred Stock into Common Stock) would receive consideration with a value of at least four times the Series B Original Issue Price (as adjusted for stock splits, stock dividends, combinations, recapitalizations and the like), then in lieu of the Liquidation Preference plus participation with the Series B Junior Securities. Stock provided for above, the holders of the Series A B Preferred Holders Stock shall not receive the amount that they would be entitled to receive if all shares of Series B Preferred Stock were converted to Common Stock immediately prior to the Sale Transaction. The Corporation shall not enter into any other amounts from Sale Transaction that does not provide for the Partnershiptreatment of the holders of Series B Preferred Stock in a manner consistent (assuming in the case of a merger or consolidation that the assets of the Corporation legally available for distribution equals the aggregate consideration to be received by the Corporation's stockholders in such merger or consolidation) with the provisions of this Section (c). In the event the requirements of the immediately preceding sentence are not complied with in connection with a Sale Transaction, the Corporation shall forthwith either (A) cause the closing of such Sale Transaction to be postponed until such time as such requirements have been complied with or (B) cancel such Sale Transaction, in their capacity as Series A Preferred Holderswhich event the rights, after they have received preferences and privileges of the Series A Liquidation Preference. The payment holders of the Series A Liquidation Preference in full B Preferred Stock shall revert to and be a payment in redemption the same as such rights, preferences and privileges existing immediately prior to the date of the Series A Preferred Units, such that, from and after payment first notice referred to in Section (c)(iv) hereof. Upon receipt by any holder of the full amount of the distributions to such holder as contemplated by this Section (c)(i) in respect of any share of Series A Liquidation PreferenceB Preferred Stock, any such share of Series A B Preferred Unit Stock shall thereafter be cancelled deemed to be retired and shall no longer be Outstandingoutstanding.

Liquidation Rights. (A) Subject As to Section 5.11(c)(iii)(B)liquidation rights, upon the occurrence Series B Shares shall rank senior, as herein provided, to the Common Stock and the Class A Preferred Stock and to any other shares of any Liquidation Event, Series A Preferred Unitholders (to the extent their Series A Preferred Units have not been converted to Common Units in accordance with Section 5.11(c)(vii) prior to the occurrence of such Liquidation Event) shall be entitled to receive out of the assets of the Partnership or proceeds thereof legally available for distribution to the Partners, (i) after satisfaction of all liabilities, if any, to creditors of the Partnership, (ii) after all applicable distributions of such assets or proceeds being made to or set aside for the holders of any Series A Senior Securities then Outstanding in respect of such Liquidation Event, (iii) concurrently with any applicable distributions of such assets or proceeds being made to or set aside for holders of any Series A Parity Interests then Outstanding in respect of such Liquidation Event and (iv) before any distribution of such assets or proceeds is made to or set aside for the holders of Common Units and any other classes class or series of preferred stock of this Corporation hereafter created which is by its terms expressly made junior and subordinate to the Series A Junior Securities B Shares as to such distributionliquidation rights (referred to in this Section 3 as "Other Junior Preferred Stock"), a liquidating distribution or payment in full redemption of such Series A Preferred Unitsand shall rank junior and subordinate, in an amount equal as herein provided, to the Series A Liquidation Preference. For purposes of clarity, upon the occurrence Shares and to any other shares of any Liquidation Event, (x) the holders other class or series of then Outstanding Series A Senior Securities shall be entitled to receive the applicable Liquidation Preference on such Series A Senior Securities before any distribution shall be preferred stock of this Corporation hereafter created which is not by its terms expressly made with respect junior and subordinate to the Series A Preferred Units or any Series A Parity Securities and (y) the Series A Preferred Unitholders shall be entitled B Shares as to the Series A Liquidation Preference per Series A liquidation rights (referred to in this Section 3 as "Other Senior Preferred Unit in cash, concurrently with any distribution made to Stock"). In the holders event of any Series A Parity Securities and voluntary or involuntary liquidation, dissolution or winding up of the affairs of this Corporation, before any payment or distribution shall be made to the holders of any shares of the Common Units Stock, the Class A Preferred Stock or any other Series A Other Junior Securities. Series A Preferred Holders shall not Stock, but after all payments and distributions required to be entitled made to any other amounts from the Partnership, in their capacity as Series A Preferred Holders, after they have received the Series A Liquidation Preference. The payment holders of the Series A Liquidation Preference Shares and any Other Senior Preferred Stock in full shall be a payment in redemption accordance with their respective liquidation rights, the holders of the Series B Shares shall be entitled to receive an amount equal to $10.00 per share. After the payment or the setting apart for payment of amounts so payable to the holders of the Series B Shares, the remaining assets of this corporation shall be available for distribution to the holders of shares of the Common Stock, the Class A Preferred Units, Stock and any Other Junior Preferred Stock in accordance with their respective liquidation preferences. If the assets or surplus funds to be distributed to the holders of the Series B Shares are insufficient to permit the payment to such that, from and after payment holders of the full amounts to which they are entitled, the assets and surplus funds available for such distribution shall be distributed pro-rata to the holders of the Series A Liquidation Preference, any such Series A Preferred Unit shall thereafter be cancelled and no longer be OutstandingB Shares.

Liquidation Rights. (A) Subject to Section 5.11(c)(iii)(B), upon In the occurrence event of any Liquidation Eventliquidation, dissolution, and winding up of the Partnership under Section 12.4 or a sale, exchange, or other disposition of all or substantially all of the assets of the Partnership, either voluntary or involuntary, the Record Holders of the Series A Preferred Unitholders (to the extent their Series A B Preferred Units have not been converted to Common Units in accordance with Section 5.11(c)(vii) prior to the occurrence of such Liquidation Event) shall be entitled to receive receive, out of the assets of the Partnership or proceeds thereof legally available for distribution to the PartnersPartners or any Assignees, prior and in preference to any distribution of any assets of the Partnership to the Record Holders of any other class or series of Partnership Interests other than the Series B Preferred Units, the Series B Preferred Senior Securities and the Series B Preferred Parity Securities, (iA) after satisfaction first, any accumulated and unpaid distributions on the Series B Preferred Units (regardless of whether previously declared) and (B) then, any positive value in each such holder’s Capital Account in respect of such Series B Preferred Units. If in the year of such liquidation and winding up, or sale, exchange, or other disposition of all liabilities, if any, to creditors or substantially all of the assets of the Partnership, (ii) after all applicable distributions of any such assets or proceeds being made to or set aside for the holders of any Series A Senior Securities then Outstanding Record Holder’s Capital Account in respect of such Series B Preferred Units is less than the aggregate Series B Preferred Base Liquidation Event, (iii) concurrently with any applicable distributions Preference of such assets or proceeds being made Series B Preferred Units, then, after the allocations specified in Section 6.1(c)(i)(A) have been made, but otherwise notwithstanding anything to or set aside the contrary contained in this Agreement, and prior to any other allocation pursuant to this Agreement for holders such year and any distribution pursuant to the preceding sentence, items of gross income and gain shall be allocated to all Unitholders then holding Series B Preferred Units and Unitholders then holding any Series A B Preferred Parity Interests then Securities, Pro Rata, until the Capital Account in respect of each Outstanding Series B Preferred Unit is equal to the Series B Preferred Base Liquidation Preference and the Capital Account in respect of each Outstanding Series B Preferred Parity Security is equal to the liquidation preference of such Series B Preferred Parity Security (and no other allocation pursuant to this Agreement shall reverse the effect of such allocation). If in the year of such liquidation, dissolution, or winding up any such Record Holder’s Capital Account in respect of such Series B Preferred Units is less than the aggregate Series B Preferred Base Liquidation Event and (iv) before any distribution of such assets or proceeds is made to or set aside for the holders of Common Units and any other classes or series of Series A Junior Securities as to such distribution, a liquidating distribution or payment in full redemption Preference of such Series A B Preferred UnitsUnits after the application of the preceding sentence, then to the extent permitted by applicable law and after making any allocations required under Section 6.1(c)(i)(A), but otherwise notwithstanding anything to the contrary contained in an amount this Agreement, items of gross income and gain for any preceding taxable period(s) with respect to which IRS Form 1065 Schedules K-1 have not been filed by the Partnership shall be reallocated to all Unitholders then holding Series B Preferred Units and Unitholders then holding any Series B Preferred Parity Securities, Pro Rata, until after making allocations pursuant to this and the immediately preceding sentence the Capital Account in respect of each such Outstanding Series B Preferred Unit is equal to the Series A B Preferred Base Liquidation Preference. For purposes Preference and the Capital Account in respect of clarity, upon the occurrence of any Liquidation Event, (x) the holders of then each Outstanding Series A Senior Securities B Preferred Parity Security is equal to the liquidation preference of such Series B Preferred Parity Security (and no other allocation pursuant to this Agreement shall reverse the effect of such allocation). After such allocations have been made to the Outstanding Series B Preferred Units and any Outstanding Series B Preferred Parity Securities, any remaining Net Termination Gain or Net Termination Loss shall be allocated to the Partners pursuant to Section 6.1(c). At the time of the dissolution of the Partnership, subject to Section 17-804 of the Delaware Act, the Record Holders of the Series B Preferred Units shall become entitled to receive any distributions in respect of the Series B Preferred Units that are accrued and unpaid as of the date of such distribution, and shall have the status of, and shall be entitled to receive all remedies available to, a creditor of the applicable Liquidation Preference on Partnership, and such entitlement of the Record Holders of the Series A Senior Securities before B Preferred Units to such accrued and unpaid distributions shall have priority over any distribution shall be made entitlement of any other Partners or Assignees with respect to any distributions by the Partnership to such other Partners or Assignees except for distributions in respect of Series A B Preferred Units or pursuant to Section 5.15(b)(ii); provided, however, that the General Partner, as such, will have no liability for any Series A Parity Securities and (y) the Series A Preferred Unitholders shall be entitled obligations with respect to the Series A Liquidation Preference per Series A Preferred Unit in cash, concurrently with any distribution made to the holders of any Series A Parity Securities and before any distribution shall be made to the holders of Common Units or any other Series A Junior Securities. Series A Preferred Holders shall not be entitled such distributions to any other amounts from the Partnership, in their capacity as Record Holder(s) of Series A Preferred Holders, after they have received the Series A Liquidation Preference. The payment of the Series A Liquidation Preference in full shall be a payment in redemption of the Series A B Preferred Units, such that, from and after payment of the full Series A Liquidation Preference, any such Series A Preferred Unit shall thereafter be cancelled and no longer be Outstanding.

Liquidation Rights. (A) Subject to Section 5.11(c)(iii)(B), upon In the occurrence event of any Liquidation Eventliquidation, Series A Preferred Unitholders (to dissolution, and winding up of the extent their Partnership under Section 12.4 or a sale, exchange, or other disposition of all or substantially all of the assets of the Partnership, either voluntary or involuntary, the Record Holders of the Series A Preferred Units have not been converted to Common Units in accordance with Section 5.11(c)(vii) prior to the occurrence of such Liquidation Event) shall be entitled to receive receive, out of the assets of the Partnership or proceeds thereof legally available for distribution to the PartnersPartners or any Assignees, prior and in preference to any distribution of any assets of the Partnership to the Record Holders of any other class or series of Partnership Interests other than the Series A Preferred Units, (iA) after satisfaction first, any accumulated and unpaid distributions on the Series A Preferred Units (regardless of whether previously declared) and (B) then, any positive value in each such holder’s Capital Account in respect of such Series A Preferred Units. If in the year of such liquidation and winding up, or sale, exchange, or other disposition of all liabilities, if any, to creditors or substantially all of the assets of the Partnership, (ii) after all applicable distributions of any such assets or proceeds being made to or set aside for the holders of any Series A Senior Securities then Outstanding Record Holder’s Capital Account in respect of such Liquidation Event, (iii) concurrently with any applicable distributions of such assets or proceeds being made to or set aside for holders of any Series A Parity Interests then Outstanding in respect of such Liquidation Event and (iv) before any distribution of such assets or proceeds Preferred Units is made to or set aside for less than the holders of Common Units and any other classes or series of aggregate Series A Junior Securities as to such distribution, a liquidating distribution or payment in full redemption Preferred Base Liquidation Preference of such Series A Preferred Units, then, after the allocations specified in an amount Section 6.1(c)(i)(A) have been made, but otherwise notwithstanding anything to the contrary contained in this Agreement, and prior to any other allocation pursuant to this Agreement for such year and any distribution pursuant to the preceding sentence, items of gross income and gain shall be allocated to all Unitholders then holding Series A Preferred Units, Pro Rata, until the Capital Account in respect of each Outstanding Series A Preferred Unit is equal to the Series A Preferred Base Liquidation PreferencePreference (and no other allocation pursuant to this Agreement shall reverse the effect of such allocation). For purposes If in the year of claritysuch liquidation, upon dissolution, or winding up any such Record Holder’s Capital Account in respect of such Series A Preferred Units is less than the occurrence aggregate Series A Preferred Base Liquidation Preference of such Series A Preferred Units after the application of the preceding sentence, then to the extent permitted by applicable law and after making any Liquidation Eventallocations required under Section 6.1(c)(i)(A), (xbut otherwise notwithstanding anything to the contrary contained in this Agreement, items of gross income and gain for any preceding taxable period(s) with respect to which IRS Form 1065 Schedules K-1 have not been filed by the holders Partnership shall be reallocated to all Unitholders then holding Series A Preferred Units, Pro Rata, until the Capital Account in respect of then each such Outstanding Series A Senior Securities shall be entitled Preferred Unit after making allocations pursuant to receive this and the applicable Liquidation Preference on such Series A Senior Securities before any distribution shall be made with respect immediately preceding sentence is equal to the Series A Preferred Units or any Series A Parity Securities Base Liquidation Preference (and (y) no other allocation pursuant to this Agreement shall reverse the effect of such allocation). After such allocations have been made to the Outstanding Series A Preferred Unitholders Units, any remaining Net Termination Gain or Net Termination Loss shall be entitled allocated to the Series A Liquidation Preference per Series A Preferred Unit in cash, concurrently with any distribution made Partners pursuant to Section 6.1(c). At the holders time of any Series A Parity Securities and before any distribution shall be made to the holders dissolution of Common Units or any other Series A Junior Securities. Series A Preferred Holders shall not be entitled to any other amounts from the Partnership, in their capacity as Series A Preferred Holders, after they have received the Series A Liquidation Preference. The payment subject to Section 17-804 of the Series A Liquidation Preference in full shall be a payment in redemption Delaware Act, the Record Holders of the Series A Preferred Units, such that, from and after payment Units shall become entitled to receive any distributions in respect of the full Series A Liquidation Preference, any such Series A Preferred Unit Units that are accrued and unpaid as of the date of such distribution, and shall thereafter have the status of, and shall be cancelled entitled to all remedies available to, a creditor of the Partnership, and such entitlement of the Record Holders of the Series A Preferred Units to such accrued and unpaid distributions shall have priority over any entitlement of any other Partners or Assignees with respect to any distributions by the Partnership to such other Partners or Assignees except for distributions in respect of Series A Preferred Units pursuant to Section 5.14(b)(ii); provided, however, that the General Partner, as such, will have no longer be Outstandingliability for any obligations with respect to such distributions to any Record Holder(s) of Series A Preferred Units.

Liquidation Rights. (Ai) Subject to Section 5.11(c)(iii)(B)the rights of any series of Preferred Limited Partnership Interests which by its terms expressly ranks senior to the Series D Preferred Limited Partnership Interests in respect of the right to receive payment of the distribution of assets upon liquidation of the Partnership, which may from time to time come into existence, upon any voluntary or involuntary liquidation, dissolution or winding up of the occurrence affairs of the Partnership, then, before any distribution or payment shall be made to the holders of any Liquidation Eventunits of Common Partnership Interests or any other class or series of partnership interests of the Partnership ranking junior to Series D Preferred Limited Partnership Interests in the distribution of assets upon any liquidation, dissolution or winding up of the affairs of the Partnership, the holders of units of the Series A D Preferred Unitholders (to the extent their Series A Preferred Units have not been converted to Common Units in accordance with Section 5.11(c)(vii) prior to the occurrence of such Liquidation Event) Limited Partnership Interests shall be entitled to receive out of the assets of the Partnership or proceeds thereof legally available for distribution to stockholders, liquidation distributions in the Partnersamount of the liquidation preference of $25.00 per unit, plus an amount equal to all distributions accrued and unpaid thereon (i) after satisfaction the “Liquidation Preference”). Holders of all liabilitiesSeries D Preferred Limited Partnership Interests will be entitled to written notice of any event triggering the right to receive such Liquidation Preference. After payment of the full amount of the liquidating distributions to which they are entitled, if anythe holders of units of Series D Preferred Limited Partnership Interests will have no right or claim to any of the remaining assets of the Partnership. In the event that, to creditors upon any such voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Partnership, (ii) after the available assets of the Partnership are insufficient to pay the amount of the liquidation distributions on all applicable distributions outstanding units of such assets or proceeds being made to or set aside for Series D Preferred Limited Partnership Interests and the holders corresponding amounts payable on all units of any Series A Senior Securities then Outstanding in respect of such Liquidation Event, (iii) concurrently with any applicable distributions of such assets or proceeds being made to or set aside for holders of any Series A Parity Interests then Outstanding in respect of such Liquidation Event and (iv) before any distribution of such assets or proceeds is made to or set aside for the holders of Common Units and any other classes or series of partnership interests of the Partnership ranking on a parity with Series A Junior Securities as to such distributionD Preferred Limited Partnership Interests in the distribution of assets upon any liquidation, a liquidating distribution dissolution or payment in full redemption winding up of such Series A Preferred the affairs of the Partnership (“Parity Units”), in an amount equal to the Series A Liquidation Preference. For purposes of clarity, upon the occurrence of any Liquidation Event, (x) then the holders of then Outstanding units of Series A Senior Securities D Preferred Limited Partnership Interests and Parity Units shall be entitled to receive the applicable Liquidation Preference on share ratably in any such Series A Senior Securities before any distribution shall be made with respect of assets in proportion to the Series A Preferred Units or any Series A Parity Securities and (y) the Series A Preferred Unitholders shall full liquidating distributions to which they would otherwise be entitled to the Series A Liquidation Preference per Series A Preferred Unit in cash, concurrently with any distribution made to the holders of any Series A Parity Securities and before any distribution shall be made to the holders of Common Units or any other Series A Junior Securities. Series A Preferred Holders shall not be entitled to any other amounts from the Partnership, in their capacity as Series A Preferred Holders, after they have received the Series A Liquidation Preference. The payment of the Series A Liquidation Preference in full shall be a payment in redemption of the Series A Preferred Units, such that, from and after payment of the full Series A Liquidation Preference, any such Series A Preferred Unit shall thereafter be cancelled and no longer be Outstandingrespectively entitled.

Liquidation Rights. (Aa) Subject to Section 5.11(c)(iii)(B), upon Upon the occurrence of any Liquidation Event, Series A Preferred Unitholders Holders, Series B Holders, Series C Holders (to the extent their Series A C Preferred Units have not been converted to Common Units in accordance with Section 5.11(c)(vii16.8 prior to the occurrence of such Liquidation Event), Series C-1 Holders (to the extent their Series C-1 Preferred Units have not been converted to Common Units in accordance with Section 16.8 prior to the occurrence of such Liquidation Event) and Series D Holders (to the extent their Series D Preferred Units have not been converted to Common Units in accordance with Section 16.8 prior to the occurrence of such Liquidation Event) shall be entitled to receive out of the assets of the Partnership or proceeds thereof legally available for distribution to the Partners, (i) after satisfaction of all liabilities, if any, to creditors of the Partnership, (ii) after all applicable distributions of such assets or proceeds being made to or set aside for the holders of any Series A Senior Securities then Outstanding in respect of such Liquidation Event, (iii) concurrently with any applicable distributions of such assets or proceeds being made to or set aside for holders of any Series A Preferred Units, Series B Preferred Units, Series C Preferred Units, Series C-1 Preferred Units, Series D Preferred Units or other Parity Interests Securities then Outstanding in respect of such Liquidation Event and (iv) before any distribution of such assets or proceeds is made to or set aside for the holders of Common Units and any other classes or series of Series A Junior Securities as to such distribution, a liquidating distribution or payment in full redemption of such Series A Preferred Units, Series B Preferred Units, Series C Preferred Units, Series C-1 Preferred Units or Series D Preferred Units in an amount equal to the Series A Liquidation Preference, the Series B Liquidation Preference, the Adjusted Series C Liquidation Preference, the Adjusted Series C-1 Liquidation Preference, or the Series D Liquidation Preference, as applicable. For purposes of clarity, upon the occurrence of any Liquidation Event, (x) the holders of then Outstanding Series A Senior Securities shall be entitled to receive the applicable Liquidation Preference on such Series A Senior Securities before any distribution shall be made with respect to the Series A Preferred Units, the Series B Preferred Units, the Series C Preferred Units, the Series C-1 Preferred Units, the Series D Preferred Units or any Series A Parity Securities and (y) the Series A Preferred Unitholders Holders shall be entitled to the Series A Liquidation Preference per Series A Preferred Unit in cash, the Series B Holders shall be entitled to the Series B Liquidation Preference per Series B Preferred Unit in cash, the Series C Holders shall be entitled to the Adjusted Series C Liquidation Preference per Series C Preferred Unit in cash, the Series C-1 Holders shall be entitled to the Adjusted Series C-1 Liquidation Preference per Series C-1 Preferred Unit in cash and the Series D Holders shall be entitled to the Series D Liquidation Preference per Series D Preferred Unit in cash, in each case concurrently with any distribution made to the holders of any Series A Parity Securities and before any distribution shall be made to the holders of Common Units or any other Series A Junior Securities. Series A Preferred Holders, Series B Holders, Series C Holders, Series C-1 Holders and Series D Holders shall not be entitled to any other amounts from the Partnership, in their capacity capacities as Series A Preferred Holders, Series B Holders, Series C Holders, Series C-1 Holders or Series D Holders, as applicable, after they have received the Series A Liquidation Preference, the Series B Liquidation Preference, the Adjusted Series C Liquidation Preference, the Adjusted Series C-1 Liquidation Preference or the Series D Liquidation Preference, as applicable. The payment of the Series A Liquidation Preference, Series B Liquidation Preference, Adjusted Series C Liquidation Preference, Adjusted Series C-1 Liquidation Preference in full or Series D Liquidation Preference shall be a payment in redemption of the Series A Preferred Units, the Series B Preferred Units, the Series C Preferred Units, the Series C-1 Preferred Units or the Series D Preferred Units, as applicable, such that, from and after payment of the full Series A Liquidation Preference, Series B Liquidation Preference, Adjusted Series C Liquidation Preference, Adjusted Series C-1 Liquidation Preference or Series D Liquidation Preference, any such Series A Preferred Unit, Series B Preferred Unit, Series C Preferred Unit, Series C-1 Preferred Unit or Series D Preferred Unit, as applicable, shall thereafter be cancelled and no longer be Outstanding.

Liquidation Rights. (A) Subject to Section 5.11(c)(iii)(B), upon In the occurrence event of any Liquidation Eventliquidation, dissolution, and winding up of the Partnership under Section 12.4 or a sale, exchange, or other disposition of all or substantially all of the assets of the Partnership, either voluntary or involuntary, the Record Holders of the Series A Preferred Unitholders (to the extent their Series A B Preferred Units have not been converted to Common Units in accordance with Section 5.11(c)(vii) prior to the occurrence of such Liquidation Event) shall be entitled to receive receive, out of the assets of the Partnership or proceeds thereof legally available for distribution to the PartnersPartners or any Assignees, prior and in preference to any distribution of any assets of the Partnership to the Record Holders of any other class or series of Partnership Interests other than the Series B Preferred Units, the Series B Preferred Senior Securities and the Series B Preferred Parity Securities, (iA) after satisfaction first, any accumulated and unpaid distributions on the Series B Preferred Units (regardless of whether previously declared) and (B) then, any positive value in each such holder’s Capital Account in respect of such Series B Preferred Units. If in the year of such liquidation and winding up, or sale, exchange, or other disposition of all liabilities, if any, to creditors or substantially all of the assets of the Partnership, (ii) after all applicable distributions of any such assets or proceeds being made to or set aside for the holders of any Series A Senior Securities then Outstanding Record Holder’s Capital Account in respect of such Series B Preferred Units is less than the aggregate Series B Preferred Base Liquidation Event, (iii) concurrently with any applicable distributions Preference of such assets or proceeds being made Series B Preferred Units, then, after the allocations specified in Section 6.1(c)(i)(A) have been made, but otherwise notwithstanding anything to or set aside the contrary contained in this Agreement, and prior to any other allocation pursuant to this Agreement for holders such year and any distribution pursuant to the preceding sentence, items of gross income and gain shall be allocated to all Unitholders then holding Series B Preferred Units and Unitholders then holding any Series A B Preferred Parity Interests then Securities, Pro Rata, until the Capital Account in respect of each Outstanding Series B Preferred Unit is equal to the Series B Preferred Base Liquidation Preference and the Capital Account in respect of each Outstanding Series B Preferred Parity Security is equal to the liquidation preference of such Series B Preferred Parity Security (and no other allocation pursuant to this Agreement shall reverse the effect of such allocation). If in the year of such liquidation, dissolution, or winding up any such Record Holder’s Capital Account in respect of such Series B Table of Contents Preferred Units is less than the aggregate Series B Preferred Base Liquidation Event and (iv) before any distribution of such assets or proceeds is made to or set aside for the holders of Common Units and any other classes or series of Series A Junior Securities as to such distribution, a liquidating distribution or payment in full redemption Preference of such Series A B Preferred UnitsUnits after the application of the preceding sentence, then to the extent permitted by applicable law and after making any allocations required under Section 6.1(c)(i)(A), but otherwise notwithstanding anything to the contrary contained in an amount this Agreement, items of gross income and gain for any preceding taxable period(s) with respect to which IRS Form 1065 Schedules K-1 have not been filed by the Partnership shall be reallocated to all Unitholders then holding Series B Preferred Units and Unitholders then holding any Series B Preferred Parity Securities, Pro Rata, until after making allocations pursuant to this and the immediately preceding sentence the Capital Account in respect of each such Outstanding Series B Preferred Unit is equal to the Series A B Preferred Base Liquidation Preference. For purposes Preference and the Capital Account in respect of clarity, upon the occurrence of any Liquidation Event, (x) the holders of then each Outstanding Series A Senior Securities B Preferred Parity Security is equal to the liquidation preference of such Series B Preferred Parity Security (and no other allocation pursuant to this Agreement shall reverse the effect of such allocation). After such allocations have been made to the Outstanding Series B Preferred Units and any Outstanding Series B Preferred Parity Securities, any remaining Net Termination Gain or Net Termination Loss shall be allocated to the Partners pursuant to Section 6.1(c). At the time of the dissolution of the Partnership, subject to Section 17-804 of the Delaware Act, the Record Holders of the Series B Preferred Units shall become entitled to receive any distributions in respect of the Series B Preferred Units that are accrued and unpaid as of the date of such distribution, and shall have the status of, and shall be entitled to receive all remedies available to, a creditor of the applicable Liquidation Preference on Partnership, and such entitlement of the Record Holders of the Series A Senior Securities before B Preferred Units to such accrued and unpaid distributions shall have priority over any distribution shall be made entitlement of any other Partners or Assignees with respect to any distributions by the Partnership to such other Partners or Assignees except for distributions in respect of Series A B Preferred Units or pursuant to Section 5.15(b)(ii); provided, however, that the General Partner, as such, will have no liability for any Series A Parity Securities and (y) the Series A Preferred Unitholders shall be entitled obligations with respect to the Series A Liquidation Preference per Series A Preferred Unit in cash, concurrently with any distribution made to the holders of any Series A Parity Securities and before any distribution shall be made to the holders of Common Units or any other Series A Junior Securities. Series A Preferred Holders shall not be entitled such distributions to any other amounts from the Partnership, in their capacity as Record Holder(s) of Series A Preferred Holders, after they have received the Series A Liquidation Preference. The payment of the Series A Liquidation Preference in full shall be a payment in redemption of the Series A B Preferred Units, such that, from and after payment of the full Series A Liquidation Preference, any such Series A Preferred Unit shall thereafter be cancelled and no longer be Outstanding.