Common use of Liquidation Rights Clause in Contracts

Liquidation Rights. (a) The RVMTP Shares shall rank on parity with each other, with shares of any other Series of RVMTP Shares, and with shares of any other class or series of Preferred Shares (including the Auction Preferred Shares) as to distribution of assets upon dissolution, liquidation, or winding-up of the affairs of the Fund. In this regard, the provisions of this Section 2.3 shall be applied consistently with Section 11.3 of the Auction Preferred Statement and with all other Preferred Shares such that Holders of the RVMTP Shares and holders of the Auction Preferred Shares and any other Preferred Shares are treated on parity with one another with respect to any such distribution. (b) In the event of any liquidation, dissolution or winding up of the affairs of the Fund, whether voluntary or involuntary, the Holders of RVMTP Shares shall be entitled to receive out of the assets of the Fund available for distribution to shareholders, after satisfying claims of creditors but before any distribution or payment shall be made in respect of the Common Shares, a liquidation distribution equal to the Liquidation Preference for such shares, plus an amount equal to all unpaid dividends and other distributions on such shares accumulated to (but excluding) the date fixed for such distribution or payment on such shares (whether or not earned or declared by the Fund, but without interest thereon), and such Holders shall be entitled to no further participation in any distribution or payment in connection with any such liquidation, dissolution or winding up. (c) If, upon any liquidation, dissolution or winding up of the affairs of the Fund, whether voluntary or involuntary, the assets of the Fund available for distribution among the Holders of all Outstanding RVMTP Shares and any other outstanding Preferred Shares ranking on a parity with the RVMTP Shares (including, without limitation, the Auction Preferred Shares) shall be insufficient to permit the payment in full to such Holders of the Liquidation Preference of such RVMTP Shares plus accumulated and unpaid dividends and other distributions on such shares as provided in Section 2.3(b) above and the amounts due upon liquidation with respect to such other Preferred Shares, then such available assets shall be distributed among the Holders of such RVMTP Shares and such other Preferred Shares ratably in proportion to the respective preferential liquidation amounts to which they are entitled. In connection with any liquidation, dissolution or winding up of the affairs of the Fund, whether voluntary or involuntary, unless and until the Liquidation Preference on each Outstanding RVMTP Share plus accumulated and unpaid dividends and other distributions on such shares as provided in Section 2.3(b) above have been paid in full to the Holders of such shares, no dividends, distributions or other payments will be made on, and no redemption, purchase or other acquisition by the Fund will be made by the Fund in respect of, the Common Shares. (d) Neither the sale of all or substantially all of the property or business of the Fund, nor the merger, consolidation or reorganization of the Fund into or with any other business or statutory trust, corporation or other entity, nor the merger, consolidation or reorganization of any other business or statutory trust, corporation or other entity into or with the Fund shall be a dissolution, liquidation or winding up, whether voluntary or involuntary, for the purpose of this Section 2.3.

Liquidation Rights. (a) The RVMTP Upon any liquidation, dissolution or winding up of the Trust, whether voluntary or involuntary, the Holders shall be entitled to receive, out of the assets of the Trust available for distribution to shareholders, before any distribution or payment is made upon any Common Shares shall rank on parity with each other, with or any other shares of beneficial interest ranking junior in right of payment upon liquidation to the APS, the sum of $25,000 per share plus accumulated but unpaid dividends (whether or not earned or declared) thereon to the date of distribution, and after such payment the Holders will be entitled to no other payments other than Gross-up Dividends as provided in Section 11.2(e) hereof. If upon any liquidation, dissolution or winding up of the Trust, the amounts payable with respect to the APS and any other Series of RVMTP Shares, and with shares of any other Outstanding class or series of Preferred Shares (including the Auction Preferred any RVMTP Shares) of the Trust ranking on a parity with the APS as to payment upon liquidation are not paid in full, the Holders and the holders of such other class or series will share ratably in any such distribution of assets upon dissolution, liquidation, or winding-up of in proportion to the affairs of the Fundrespective preferential amounts to which they are entitled. In this regard, the provisions of this Section 2.3 11.3 shall be applied consistently with Section 11.3 2.3 of Exhibit 1 hereto relating to the Auction Preferred Statement and with all other Preferred RVMTP Shares such that the Holders of and the RVMTP Shares and holders of the Auction Preferred Shares and any other Preferred RVMTP Shares are treated on a parity with one another with respect to any such distribution. (b) In . After payment of the event full amount of the liquidating distribution to which they are entitled, the Holders will not be entitled to any further participation in any distribution of assets by the Trust except for any Gross-up Dividends. A consolidation, merger or statutory share exchange of the Trust with or into any other Trust or entity or a sale, whether for cash, shares of stock, securities or properties, of all or substantially all or any part of the assets of the Trust shall not be deemed or construed to be a liquidation, dissolution or winding up of the affairs of the Fund, whether voluntary or involuntary, the Holders of RVMTP Shares shall be entitled to receive out of the assets of the Fund available for distribution to shareholders, after satisfying claims of creditors but before any distribution or payment shall be made in respect of the Common Shares, a liquidation distribution equal to the Liquidation Preference for such shares, plus an amount equal to all unpaid dividends and other distributions on such shares accumulated to (but excluding) the date fixed for such distribution or payment on such shares (whether or not earned or declared by the Fund, but without interest thereon), and such Holders shall be entitled to no further participation in any distribution or payment in connection with any such liquidation, dissolution or winding upTrust. (c) If, upon any liquidation, dissolution or winding up of the affairs of the Fund, whether voluntary or involuntary, the assets of the Fund available for distribution among the Holders of all Outstanding RVMTP Shares and any other outstanding Preferred Shares ranking on a parity with the RVMTP Shares (including, without limitation, the Auction Preferred Shares) shall be insufficient to permit the payment in full to such Holders of the Liquidation Preference of such RVMTP Shares plus accumulated and unpaid dividends and other distributions on such shares as provided in Section 2.3(b) above and the amounts due upon liquidation with respect to such other Preferred Shares, then such available assets shall be distributed among the Holders of such RVMTP Shares and such other Preferred Shares ratably in proportion to the respective preferential liquidation amounts to which they are entitled. In connection with any liquidation, dissolution or winding up of the affairs of the Fund, whether voluntary or involuntary, unless and until the Liquidation Preference on each Outstanding RVMTP Share plus accumulated and unpaid dividends and other distributions on such shares as provided in Section 2.3(b) above have been paid in full to the Holders of such shares, no dividends, distributions or other payments will be made on, and no redemption, purchase or other acquisition by the Fund will be made by the Fund in respect of, the Common Shares. (d) Neither the sale of all or substantially all of the property or business of the Fund, nor the merger, consolidation or reorganization of the Fund into or with any other business or statutory trust, corporation or other entity, nor the merger, consolidation or reorganization of any other business or statutory trust, corporation or other entity into or with the Fund shall be a dissolution, liquidation or winding up, whether voluntary or involuntary, for the purpose of this Section 2.3.

Liquidation Rights. (a) The RVMTP Upon any liquidation, dissolution or winding up of the Trust, whether voluntary or involuntary, the Holders shall be entitled to receive, out of the assets of the Trust available for distribution to shareholders, before any distribution or payment is made upon any Common Shares shall rank on parity with each other, with or any other shares of beneficial interest ranking junior in right of payment upon liquidation to the APS, the sum of $25,000 per share plus accumulated but unpaid dividends (whether or not earned or declared) thereon to the date of distribution, and after such payment the Holders will be entitled to no other payments other than Gross-up Dividends as provided in Section 11.2(e) hereof. If upon any liquidation, dissolution or winding up of the Trust, the amounts payable with respect to the APS and any other Series of RVMTP Shares, and with shares of any other Outstanding class or series of Preferred Shares (including the Auction Preferred any VMTP Shares) of the Trust ranking on a parity with the APS as to payment upon liquidation are not paid in full, the Holders and the holders of such other class or series will share ratably in any such distribution of assets upon dissolution, liquidation, or winding-up of in proportion to the affairs of the Fundrespective preferential amounts to which they are entitled. In this regard, the provisions of this Section 2.3 11.3 shall be applied consistently with Section 11.3 2.3 of Exhibit 1 hereto relating to the Auction Preferred Statement and with all other Preferred VMTP Shares such that the Holders of and the RVMTP Shares and holders of the Auction Preferred Shares and any other Preferred VMTP Shares are treated on a parity with one another with respect to any such distribution. (b) In . After payment of the event full amount of the liquidating distribution to which they are entitled, the Holders will not be entitled to any further participation in any distribution of assets by the Trust except for any Gross-up Dividends. A consolidation, merger or statutory share exchange of the Trust with or into any other Trust or entity or a sale, whether for cash, shares of stock, securities or properties, of all or substantially all or any part of the assets of the Trust shall not be deemed or construed to be a liquidation, dissolution or winding up of the affairs of the Fund, whether voluntary or involuntary, the Holders of RVMTP Shares shall be entitled to receive out of the assets of the Fund available for distribution to shareholders, after satisfying claims of creditors but before any distribution or payment shall be made in respect of the Common Shares, a liquidation distribution equal to the Liquidation Preference for such shares, plus an amount equal to all unpaid dividends and other distributions on such shares accumulated to (but excluding) the date fixed for such distribution or payment on such shares (whether or not earned or declared by the Fund, but without interest thereon), and such Holders shall be entitled to no further participation in any distribution or payment in connection with any such liquidation, dissolution or winding upTrust. (c) If, upon any liquidation, dissolution or winding up of the affairs of the Fund, whether voluntary or involuntary, the assets of the Fund available for distribution among the Holders of all Outstanding RVMTP Shares and any other outstanding Preferred Shares ranking on a parity with the RVMTP Shares (including, without limitation, the Auction Preferred Shares) shall be insufficient to permit the payment in full to such Holders of the Liquidation Preference of such RVMTP Shares plus accumulated and unpaid dividends and other distributions on such shares as provided in Section 2.3(b) above and the amounts due upon liquidation with respect to such other Preferred Shares, then such available assets shall be distributed among the Holders of such RVMTP Shares and such other Preferred Shares ratably in proportion to the respective preferential liquidation amounts to which they are entitled. In connection with any liquidation, dissolution or winding up of the affairs of the Fund, whether voluntary or involuntary, unless and until the Liquidation Preference on each Outstanding RVMTP Share plus accumulated and unpaid dividends and other distributions on such shares as provided in Section 2.3(b) above have been paid in full to the Holders of such shares, no dividends, distributions or other payments will be made on, and no redemption, purchase or other acquisition by the Fund will be made by the Fund in respect of, the Common Shares. (d) Neither the sale of all or substantially all of the property or business of the Fund, nor the merger, consolidation or reorganization of the Fund into or with any other business or statutory trust, corporation or other entity, nor the merger, consolidation or reorganization of any other business or statutory trust, corporation or other entity into or with the Fund shall be a dissolution, liquidation or winding up, whether voluntary or involuntary, for the purpose of this Section 2.3.

Liquidation Rights. (a) The RVMTP VMTP Shares shall rank on parity with each other, with shares of any other Series of RVMTP VMTP Shares, and with shares of any other class or series of Preferred Shares (including the Auction Preferred Shares) as to distribution of assets upon dissolution, liquidation, or winding-up of the affairs of the Fund. In this regard, the provisions of this Section 2.3 shall be applied consistently with Section 11.3 of the Auction Preferred Statement and with all other Preferred Shares such that Holders of the RVMTP VMTP Shares and holders of the Auction Preferred Shares and any other Preferred Shares are treated on parity with one another with respect to any such distribution. (b) In the event of any liquidation, dissolution or winding up of the affairs of the Fund, whether voluntary or involuntary, the Holders of RVMTP VMTP Shares shall be entitled to receive out of the assets of the Fund available for distribution to shareholders, after satisfying claims of creditors but before any distribution or payment shall be made in respect of the Common Shares, a liquidation distribution equal to the Liquidation Preference for such shares, plus an amount equal to all unpaid dividends and other distributions on such shares accumulated to (but excluding) the date fixed for such distribution or payment on such shares (whether or not earned or declared by the Fund, but without interest thereon), and such Holders shall be entitled to no further participation in any distribution or payment in connection with any such liquidation, dissolution or winding up. (c) If, upon any liquidation, dissolution or winding up of the affairs of the Fund, whether voluntary or involuntary, the assets of the Fund available for distribution among the Holders of all Outstanding RVMTP VMTP Shares and any other outstanding Preferred Shares ranking on a parity with the RVMTP VMTP Shares (including, without limitation, the Auction Preferred Shares) shall be insufficient to permit the payment in full to such Holders of the Liquidation Preference of such RVMTP VMTP Shares plus accumulated and unpaid dividends and other distributions on such shares as provided in Section 2.3(b2.3(a) above and the amounts due upon liquidation with respect to such other Preferred Shares, then such available assets shall be distributed among the Holders of such RVMTP VMTP Shares and such other Preferred Shares ratably in proportion to the respective preferential liquidation amounts to which they are entitled. In connection with any liquidation, dissolution or winding up of the affairs of the Fund, whether voluntary or involuntary, unless and until the Liquidation Preference on each Outstanding RVMTP VMTP Share plus accumulated and unpaid dividends and other distributions on such shares as provided in Section 2.3(b2.3(a) above have been paid in full to the Holders of such shares, no dividends, distributions or other payments will be made on, and no redemption, purchase or other acquisition by the Fund will be made by the Fund in respect of, the Common Shares. (d) Neither the sale of all or substantially all of the property or business of the Fund, nor the merger, consolidation or reorganization of the Fund into or with any other business or statutory trust, corporation or other entity, nor the merger, consolidation or reorganization of any other business or statutory trust, corporation or other entity into or with the Fund shall be a dissolution, liquidation or winding up, whether voluntary or involuntary, for the purpose of this Section 2.3.

Liquidation Rights. (a) The RVMTP Shares shall rank on parity with each other, with shares In the event of any other Series of RVMTP Sharesliquidation, dissolution, and with shares 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 C Preferred Units shall be entitled to receive, out of the assets of the Partnership available for distribution to the Partners 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 Shares Units, (including i) first, any accumulated and unpaid distributions on the Auction Series C Preferred SharesUnits (regardless of whether previously declared) as to distribution of assets upon dissolutionand (ii) then, liquidation, or winding-up of the affairs of the Fund. In this regard, the provisions of this Section 2.3 shall be applied consistently with Section 11.3 of the Auction Preferred Statement and with all other Preferred Shares any positive value in each such that Holders of the RVMTP Shares and holders of the Auction Preferred Shares and any other Preferred Shares are treated on parity with one another with respect to any such distribution. (b) In the event of any liquidation, dissolution or winding up of the affairs of the Fund, whether voluntary or involuntary, the Holders of RVMTP Shares shall be entitled to receive out of the assets of the Fund available for distribution to shareholders, after satisfying claims of creditors but before any distribution or payment shall be made holder’s Capital Account in respect of the Common Sharessuch Series C Preferred Units; provided, a liquidation however, that so long as any Series B Preferred Units are Outstanding, no liquidating distribution equal to the Liquidation Preference shall be paid or set aside for such shares, plus an amount equal to all unpaid dividends and other distributions on such shares accumulated to (but excluding) the date fixed for such distribution or payment on such shares (whether or not earned or declared by the Fund, but without interest thereon), and such Holders shall be entitled to no further participation in any distribution or payment in connection with any such liquidation, dissolution or winding up. (c) If, upon any liquidation, dissolution or winding up of the affairs of the Fund, whether voluntary or involuntary, the assets of the Fund available for distribution among the Holders of all Outstanding RVMTP Shares and any other outstanding Series C Preferred Shares ranking on a parity with the RVMTP Shares (including, without limitation, the Auction Preferred Shares) shall be insufficient to permit the payment in full to such Holders of the Liquidation Preference of such RVMTP Shares plus accumulated and unpaid dividends and other distributions on such shares as provided in Section 2.3(b) above and the amounts due upon liquidation with respect to such other Preferred Shares, then such available assets shall be distributed among the Holders of such RVMTP Shares and such other Preferred Shares ratably in proportion to the respective preferential liquidation amounts to which they are entitled. In connection with any liquidation, dissolution or winding up of the affairs of the Fund, whether voluntary or involuntary, Units unless and until the full amount of the Series B Liquidation Preference on each Value has been distributed in respect of Outstanding RVMTP Share plus accumulated and unpaid dividends and other distributions on such shares as provided Series B Preferred Units in accordance with Section 2.3(b) above have been paid 5.10(b)(iv). If in full to the Holders year of such sharesliquidation and winding up, no dividendsor sale, distributions exchange, or other payments will be made on, and no redemption, purchase or other acquisition by the Fund will be made by the Fund in respect of, the Common Shares. (d) Neither the sale disposition of all or substantially all of the property or business assets of the FundPartnership, nor any such Record Holder’s Capital Account in respect of such Series C Preferred Units is less than the mergeraggregate Series C Base Liquidation Preference of such Series C Preferred Units, consolidation 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 reorganization winding up any such Record Holder’s Capital Account in respect of such Series C Preferred Units is less than the aggregate Series C Base Liquidation Preference of such Series C Preferred Units after the application of the Fund into 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 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 C 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 C Preferred Units, any remaining Net Termination Gain or with 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 other business or statutory trustdistributions in respect of the Series C Preferred Units that are accrued and unpaid as of the date of such distribution, corporation or other entityand shall have the status of, nor and shall be entitled to all remedies available to, a creditor of the mergerPartnership, consolidation or reorganization and such entitlement of the Record Holders of the Series C Preferred Units to such accrued and unpaid distributions shall have priority over any entitlement of any other business Partners or statutory trustAssignees with respect to any distributions by the Partnership to such other Partners or Assignees except for distributions in respect of Series B Preferred Units pursuant to Section 5.10(b)(iv); provided, corporation or other entity into or however, that the General Partner, as such, will have no liability for any obligations with the Fund shall be a dissolution, liquidation or winding up, whether voluntary or involuntary, for the purpose respect to such distributions to any Record Holder(s) of this Section 2.3Series C Preferred Units.

Liquidation Rights. (a) The RVMTP Shares shall rank on parity with each other, with shares In the event of any other Series of RVMTP Sharesliquidation, dissolution, and with shares 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 B Preferred Units shall be entitled to receive, out of the assets of the Partnership available for distribution to the Partners 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 Shares (including the Auction Preferred Shares) as to distribution of assets upon dissolution, liquidation, or winding-up of the affairs of the Fund. In this regardUnits, the provisions Series B Preferred Senior Securities, and the Series B Preferred Parity Securities, (A) first, any accumulated and unpaid distributions on the Series B Preferred Units (regardless of this Section 2.3 shall be applied consistently with Section 11.3 of the Auction Preferred Statement whether previously declared) and with all other Preferred Shares (B) then, any positive value in each such that Holders of the RVMTP Shares and holders of the Auction Preferred Shares and any other Preferred Shares are treated on parity with one another with respect to any such distribution. (b) In the event of any liquidation, dissolution or winding up of the affairs of the Fund, whether voluntary or involuntary, the Holders of RVMTP Shares shall be entitled to receive out of the assets of the Fund available for distribution to shareholders, after satisfying claims of creditors but before any distribution or payment shall be made holder’s Capital Account in respect of such Series B Preferred Units. If in the Common Shares, a year of such liquidation distribution equal to the Liquidation Preference for such shares, plus an amount equal to all unpaid dividends and other distributions on such shares accumulated to (but excluding) the date fixed for such distribution or payment on such shares (whether or not earned or declared by the Fund, but without interest thereon), and such Holders shall be entitled to no further participation in any distribution or payment in connection with any such liquidation, dissolution or winding up. (c) If, upon any liquidationor sale, dissolution or winding up of the affairs of the Fundexchange, whether voluntary or involuntary, the assets of the Fund available for distribution among the Holders of all Outstanding RVMTP Shares and any other outstanding Preferred Shares ranking on a parity with the RVMTP Shares (including, without limitation, the Auction Preferred Shares) shall be insufficient to permit the payment in full to such Holders of the Liquidation Preference of such RVMTP Shares plus accumulated and unpaid dividends and other distributions on such shares as provided in Section 2.3(b) above and the amounts due upon liquidation with respect to such other Preferred Shares, then such available assets shall be distributed among the Holders of such RVMTP Shares and such other Preferred Shares ratably in proportion to the respective preferential liquidation amounts to which they are entitled. In connection with any liquidation, dissolution or winding up of the affairs of the Fund, whether voluntary or involuntary, unless and until the Liquidation Preference on each Outstanding RVMTP Share plus accumulated and unpaid dividends and other distributions on such shares as provided in Section 2.3(b) above have been paid in full to the Holders of such shares, no dividends, distributions or other payments will be made on, and no redemption, purchase or other acquisition by the Fund will be made by the Fund in respect of, the Common Shares. (d) Neither the sale disposition of all or substantially all of the property or business assets of the FundPartnership, nor any such Record Holder’s Capital Account in respect of such Series B Preferred Units is less than the mergeraggregate Series B Preferred Base Liquidation Preference of such Series B Preferred Units, consolidation then, after the allocations specified in 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 B Preferred Units and Unitholders then holding any Series B Preferred Parity 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 reorganization 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 Preference of such Series B Preferred Units after the application of the Fund into 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 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 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). 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 with 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 other business or statutory trustdistributions in respect of the Series B Preferred Units that are accrued and unpaid as of the date of such distribution, corporation or other entityand shall have the status of, nor and shall be entitled to all remedies available to, a creditor of the mergerPartnership, consolidation or reorganization 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 business Partners or statutory trustAssignees with respect to any distributions by the Partnership to such other Partners or Assignees except for distributions in respect of Series B Preferred Units pursuant to Section 5.15(b)(ii); provided, corporation or other entity into or however, that the General Partner, as such, will have no liability for any obligations with the Fund shall be a dissolution, liquidation or winding up, whether voluntary or involuntary, for the purpose respect to such distributions to any Record Holder(s) of this Section 2.3Series B Preferred Units.

Liquidation Rights. (a) The RVMTP Shares shall rank on parity with each other, with shares of any other Series of RVMTP Shares, and with shares of any other class or series of Preferred Shares (including Upon the Auction Preferred Shares) as to distribution of assets upon dissolution, liquidation, or winding-up of the affairs of the Fund. In this regard, the provisions of this Section 2.3 shall be applied consistently with Section 11.3 of the Auction Preferred Statement and with all other Preferred Shares such that Holders of the RVMTP Shares and holders of the Auction Preferred Shares and any other Preferred Shares are treated on parity with one another with respect to any such distribution. (b) In the event of any liquidation, dissolution liquidation or winding up of the affairs of the FundCompany, whether voluntary or involuntary, the Holders of RVMTP MRP Shares then Outstanding, together with holders of shares of any Preferred Shares ranking on a parity with the MRP Shares upon dissolution, liquidation or winding up, shall be entitled to receive and to be paid out of the assets of the Fund Company (or the proceeds thereof) available for distribution to shareholders, its stockholders after satisfying satisfaction of claims of creditors of the Company, but before any distribution or payment shall be made in respect of the Common Shares, a liquidation distribution an amount equal to the Liquidation Preference for liquidation preference with respect to such shares. The liquidation preference for MRP Shares shall be $25.00 per share, plus an amount equal to all unpaid accumulated dividends and other distributions on such shares accumulated to (but excluding) the date fixed for such distribution or payment on such shares thereon (whether or not earned or declared by the Fund, but without interest thereoninterest) to the date payment of such distribution is made in full or a sum sufficient for the payment thereof is set apart with the Paying Agent. No redemption premium shall be paid upon any liquidation even if such redemption premium would be paid upon optional or mandatory redemption of the relevant shares. In determining whether a distribution (other than upon voluntary or involuntary liquidation), and such Holders shall by dividend, redemption or otherwise, is permitted under the MGCL, amounts that would be entitled needed, if the Company were to no further participation in any distribution or payment in connection with any such liquidationbe dissolved at the time of distribution, dissolution or winding upto satisfy the liquidation preference of the MRP Shares will not be added to the Company’s total liabilities. (cb) If, upon any liquidation, dissolution or winding up of the affairs of the FundCompany, whether voluntary or involuntary, the assets of the Fund Company available for distribution among the Holders holders of all Outstanding RVMTP Shares and any other outstanding Preferred Shares ranking on a parity with the RVMTP Shares (including, without limitation, the Auction Preferred Shares) shall be insufficient to permit the payment in full to such Holders holders of the Liquidation Preference of such RVMTP Shares plus accumulated and unpaid dividends and other distributions on such shares as provided in Section 2.3(b) above and the amounts due upon liquidation with respect to such other Preferred Shareswhich they are entitled, then such the available assets shall be distributed among the Holders holders of such RVMTP Shares and such other all outstanding Preferred Shares ratably in proportion any distribution of assets according to the respective preferential amounts which would be payable on all the shares if all amounts thereon were paid in full. (c) Upon the dissolution, liquidation amounts to which they are entitled. In connection with any liquidation, dissolution or winding up of the affairs of the FundCompany, whether voluntary or involuntary, unless and until the Liquidation Preference on each Outstanding RVMTP Share plus accumulated and unpaid dividends and other distributions on such shares as provided in Section 2.3(b) above have been paid payment in full is made to the Holders of such sharesMRP Shares of the liquidation distribution to which they are entitled, (1) no dividends, distributions dividend or other payments will distribution shall be made onto the holders of Common Shares or any other class of shares of capital stock of the Company ranking junior to MRP Shares upon dissolution, liquidation or winding up and (2) no redemptionpurchase, purchase redemption or other acquisition for any consideration by the Fund will Company shall be made by the Fund in respect of, of the Common SharesShares or any other class of shares of capital stock of the Company ranking junior to MRP Shares upon dissolution, liquidation or winding up. (d) Neither A consolidation, reorganization or merger of the sale Company with or into any company, trust or other legal entity, or a sale, lease or exchange of all or substantially all of the property or business assets of the FundCompany in consideration for the issuance of equity securities of another company, nor the merger, consolidation or reorganization trust of the Fund into or with any other business or statutory trust, corporation or other entity, nor the merger, consolidation or reorganization of any other business or statutory trust, corporation or other legal entity into or with the Fund shall not be deemed to be a dissolutionliquidation, liquidation dissolution or winding up, whether voluntary or involuntary, for the purpose purposes of this Section 2.35. (e) After the payment to the holders of Preferred Shares of the full preferential amounts provided for in this Section 5, the holders of Preferred Shares as such shall have no right or claim to any of the remaining assets of the Company. (f) Subject to the rights of the holders of shares of any series or class or classes of stock ranking on a parity with MRP Shares with respect to the distribution of assets upon dissolution, liquidation or winding up of the affairs of the Company, after payment shall have been made in full to the Holders of the MRP Shares as provided in paragraph (a) of this Section 5, but not prior thereto, any other series or class or classes of stock ranking junior to MRP Shares with respect to the distribution of assets upon dissolution, liquidation or winding up of the affairs of the Company shall, subject to any respective terms and provisions (if any) applying thereto, be entitled to receive any and all assets remaining to be paid or distributed, and the Holders of the MRP Shares shall not be entitled to share therein.

Liquidation Rights. (a) The RVMTP Shares shall rank on parity with each other, with shares of any other Series of RVMTP Shares, and with shares of any other class or series of Preferred Shares (including the Auction Previously Issued Preferred Shares) as to distribution of assets upon dissolution, liquidation, liquidation or winding-up of the affairs of the Fund. In this regard, the provisions of this Section 2.3 shall be applied consistently with Section 11.3 of the Auction Preferred Statement and with all other Preferred Shares such that Holders of the RVMTP Shares and holders of the Auction Preferred Shares and any all other Preferred Shares are treated on parity with one another with respect to any such distribution. (b) In the event of any liquidation, dissolution or winding up of the affairs of the Fund, whether voluntary or involuntary, the Holders of RVMTP Shares shall be entitled to receive out of the assets of the Fund available for distribution to shareholders, after satisfying claims of creditors but before any distribution or payment shall be made in respect of the Common Shares, a liquidation distribution equal to the Liquidation Preference for such shares, plus an amount equal to all unpaid dividends and other distributions on such shares accumulated to (but excluding) the date fixed for such distribution or payment on such shares (whether or not earned or declared by the Fund, but without interest thereon), and such Holders shall be entitled to no further participation in any distribution or payment in connection with any such liquidation, dissolution or winding up. (c) If, upon any liquidation, dissolution or winding up of the affairs of the Fund, whether voluntary or involuntary, the assets of the Fund available for distribution among the Holders of all Outstanding RVMTP Shares and any other outstanding Preferred Shares ranking on a parity with the RVMTP Shares (including, without limitation, the Auction Previously Issued Preferred Shares) shall be insufficient to permit the payment in full to such Holders of the Liquidation Preference of such RVMTP Shares plus accumulated and unpaid dividends and other distributions on such shares as provided in Section 2.3(b) above and the amounts due upon liquidation with respect to such other Preferred Shares, then such available assets shall be distributed among the Holders of such RVMTP Shares and such other Preferred Shares ratably in proportion to the respective preferential liquidation amounts to which they are entitled. In connection with any liquidation, dissolution or winding up of the affairs of the Fund, whether voluntary or involuntary, unless and until the Liquidation Preference on each Outstanding RVMTP Share plus accumulated and unpaid dividends and other distributions on such shares as provided in Section 2.3(b) above have been paid in full to the Holders of such shares, no dividends, distributions or other payments will be made on, and no redemption, purchase or other acquisition by the Fund will be made by the Fund in respect of, the Common Shares. (d) Neither the sale of all or substantially all of the property or business of the Fund, nor the merger, consolidation or reorganization of the Fund into or with any other business or statutory trust, corporation or other entity, nor the merger, consolidation or reorganization of any other business or statutory trust, corporation or other entity into or with the Fund shall be a dissolution, liquidation or winding up, whether voluntary or involuntary, for the purpose of this Section 2.3.

Liquidation Rights. (a) The RVMTP Shares shall rank on parity with each other, with shares In the event of any other Series of RVMTP Sharesliquidation, dissolution, and with shares 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 C Preferred Units shall be entitled to receive, out of the assets of the Partnership available for distribution to the Partners 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 Shares (including the Auction Preferred Shares) as to distribution of assets upon dissolution, liquidation, or winding-up of the affairs of the Fund. In this regardUnits, the provisions Series C Preferred Senior Securities, and the Series C Preferred Parity Securities, (A) first, any accumulated and unpaid distributions on the Series C Preferred Units (regardless of this Section 2.3 shall be applied consistently with Section 11.3 of the Auction Preferred Statement whether previously declared) and with all other Preferred Shares (B) then, any positive value in each such that Holders of the RVMTP Shares and holders of the Auction Preferred Shares and any other Preferred Shares are treated on parity with one another with respect to any such distribution. (b) In the event of any liquidation, dissolution or winding up of the affairs of the Fund, whether voluntary or involuntary, the Holders of RVMTP Shares shall be entitled to receive out of the assets of the Fund available for distribution to shareholders, after satisfying claims of creditors but before any distribution or payment shall be made holder’s Capital Account in respect of such Series C Preferred Units. If in the Common Shares, a year of such liquidation distribution equal to the Liquidation Preference for such shares, plus an amount equal to all unpaid dividends and other distributions on such shares accumulated to (but excluding) the date fixed for such distribution or payment on such shares (whether or not earned or declared by the Fund, but without interest thereon), and such Holders shall be entitled to no further participation in any distribution or payment in connection with any such liquidation, dissolution or winding up. (c) If, upon any liquidationor sale, dissolution or winding up of the affairs of the Fundexchange, whether voluntary or involuntary, the assets of the Fund available for distribution among the Holders of all Outstanding RVMTP Shares and any other outstanding Preferred Shares ranking on a parity with the RVMTP Shares (including, without limitation, the Auction Preferred Shares) shall be insufficient to permit the payment in full to such Holders of the Liquidation Preference of such RVMTP Shares plus accumulated and unpaid dividends and other distributions on such shares as provided in Section 2.3(b) above and the amounts due upon liquidation with respect to such other Preferred Shares, then such available assets shall be distributed among the Holders of such RVMTP Shares and such other Preferred Shares ratably in proportion to the respective preferential liquidation amounts to which they are entitled. In connection with any liquidation, dissolution or winding up of the affairs of the Fund, whether voluntary or involuntary, unless and until the Liquidation Preference on each Outstanding RVMTP Share plus accumulated and unpaid dividends and other distributions on such shares as provided in Section 2.3(b) above have been paid in full to the Holders of such shares, no dividends, distributions or other payments will be made on, and no redemption, purchase or other acquisition by the Fund will be made by the Fund in respect of, the Common Shares. (d) Neither the sale disposition of all or substantially all of the property or business assets of the FundPartnership, nor any such Record Holder’s Capital Account in respect of such Series C Preferred Units is less than the mergeraggregate Series C Preferred Base Liquidation Preference of such Series C Preferred Units, consolidation then, after the allocations specified in 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 C Preferred Units and Unitholders then holding any Series C Preferred Parity 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 reorganization 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 Preference of such Series C Preferred Units after the application of the Fund into 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 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 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). 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 with 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 other business or statutory trustdistributions in respect of the Series C Preferred Units that are accrued and unpaid as of the date of such distribution, corporation or other entityand shall have the status of, nor and shall be entitled to all remedies available to, a creditor of the mergerPartnership, consolidation or reorganization and such entitlement of the Record Holders of the Series C Preferred Units to such accrued and unpaid distributions shall have priority over any entitlement of any other business Partners or statutory trustAssignees with respect to any distributions by the Partnership to such other Partners or Assignees except for distributions in respect of Series C Preferred Units pursuant to Section 5.16(b)(ii); provided, corporation or other entity into or however, that the General Partner, as such, will have no liability for any obligations with the Fund shall be a dissolution, liquidation or winding up, whether voluntary or involuntary, for the purpose respect to such distributions to any Record Holder(s) of this Section 2.3Series C Preferred Units.

Liquidation Rights. (a) The RVMTP Shares shall rank on parity with each other, with shares of any other Series of RVMTP Shares, and with shares of any other class Upon the Company’s voluntary or series of Preferred Shares (including the Auction Preferred Shares) as to distribution of assets upon dissolution, liquidation, or winding-up of the affairs of the Fund. In this regard, the provisions of this Section 2.3 shall be applied consistently with Section 11.3 of the Auction Preferred Statement and with all other Preferred Shares such that Holders of the RVMTP Shares and holders of the Auction Preferred Shares and any other Preferred Shares are treated on parity with one another with respect to any such distribution. (b) In the event of any involuntary liquidation, dissolution or winding up of the affairs of the Fund, whether voluntary or involuntary(“Liquidation”), the Series A Holders of RVMTP Shares shall be entitled to receive be paid out of the Company’s assets of the Fund legally available for distribution to shareholdersthe Members, after satisfying claims of creditors but before any distribution or payment shall be of assets is made in respect to holders of the Common SharesShares or any other Junior Securities, a liquidation liquidating distribution equal to in the amount of the Series A Liquidation Preference for such sharesper Series A Preferred Share, plus an amount equal to all accumulated and unpaid dividends and other distributions on such shares accumulated to (thereon, if any, to, but excluding) , the date fixed for of such distribution or payment on such shares (liquidation distribution, whether or not earned or declared, plus the sum of any declared by and unpaid distributions for Distribution Periods prior to the FundDistribution Period in which the liquidation distribution is made and any declared and unpaid distributions for the then current Distribution Period in which the liquidation distribution is made to the date of such liquidation distribution. After payment to the Series A Holder of the full amount of the liquidating distributions to which the Series A Holders are entitled, but without interest thereon), and such the Series A Holders shall have no right or claim to any of the Company’s remaining assets. (b) Distributions to Series A Holders will be entitled made only to no further participation the extent that the Company’s assets are available after satisfaction of all liabilities to creditors and subject to the rights of holders of any securities ranking senior to the Series A Preferred Shares. If, in any distribution or payment the event of a Liquidation, the Company is unable to pay full liquidating distributions to the Series A Holders in connection accordance with any such liquidationthe foregoing provisions of this Section 2.8 and to all Parity Securities in accordance with the terms thereof, dissolution or winding upthen the Company shall distribute its assets to those holders ratably in proportion to the liquidating distributions which they would otherwise have received. (c) IfNothing in this Section 2.8 shall entitle the Series A Holders to be paid any amount upon the occurrence of a Liquidation until holders of any classes or series of Senior Securities ranking, as to the distribution of assets upon any liquidationa Liquidation, dissolution or winding up of senior to the affairs of the Fund, whether voluntary or involuntary, the assets of the Fund available for distribution among the Holders of all Outstanding RVMTP Shares and any other outstanding Series A Preferred Shares ranking on a parity with the RVMTP Shares (including, without limitation, the Auction Preferred Shares) shall be insufficient to permit the payment in full to such Holders of the Liquidation Preference of such RVMTP Shares plus accumulated and unpaid dividends and other distributions on such shares as provided in Section 2.3(b) above and the amounts due upon liquidation with respect to such other Preferred Shares, then such available assets shall be distributed among the Holders of such RVMTP Shares and such other Preferred Shares ratably in proportion to the respective preferential liquidation have been paid all amounts to which they such classes or series of Senior Securities are entitled. In connection with any liquidation, dissolution or winding up of the affairs of the Fund, whether voluntary or involuntary, unless and until the Liquidation Preference on each Outstanding RVMTP Share plus accumulated and unpaid dividends and other distributions on such shares as provided in Section 2.3(b) above have been paid in full to the Holders of such shares, no dividends, distributions or other payments will be made on, and no redemption, purchase or other acquisition by the Fund will be made by the Fund in respect of, the Common Shares. (d) Neither For the sale purposes of this Series A Preferred Share Designation, the Company’s merger or consolidation with or into any other entity or by another entity with or into the Company or the sale, lease, exchange or other transfer of all or substantially all of the property Company’s assets (for cash, securities or business other consideration) shall not be deemed to be a Liquidation. If the Company enters into any merger or consolidation transaction with or into any other entity and the Company is not the surviving entity in such transaction, the Series A Preferred Shares may be converted into shares of the Fund, nor surviving or successor entity or the merger, consolidation direct or reorganization indirect parent of the Fund into surviving or with any other business or statutory trust, corporation or other entity, nor successor entity having terms identical to the merger, consolidation or reorganization terms of any other business or statutory trust, corporation or other entity into or with the Fund shall be a dissolution, liquidation or winding up, whether voluntary or involuntary, for the purpose of this Section 2.3Series A Preferred Shares.

Liquidation Rights. (a) The RVMTP Shares shall rank on parity with each other, with shares of any other Series of RVMTP Shares, and with shares of any other class or series of Preferred Shares (including the Auction Preferred Shares) as to distribution of assets upon dissolution, liquidation, or winding-up of the affairs of the Fund. In this regard, the provisions of this Section 2.3 shall be applied consistently with Section 11.3 of the Auction Preferred Statement and with all other Preferred Shares such that Holders of the RVMTP Shares and holders of the Auction Preferred Shares and any other Preferred Shares are treated on parity with one another with respect to any such distribution. (b) In the event of any liquidation, dissolution or winding up of the affairs of the Fund, whether voluntary or involuntary, the Holders of RVMTP VMTP Shares shall be entitled to receive out of the assets of the Fund available for distribution to shareholders, after satisfying claims of creditors but before any distribution or payment shall be made in respect of the Common Shares, a liquidation distribution equal to the Liquidation Preference for such shares, plus an amount equal to all unpaid dividends and other distributions on such shares accumulated to (but excluding) the date fixed for such distribution or payment on such shares (whether or not earned or declared by the Fund, but without interest thereon), and such Holders shall be entitled to no further participation in any distribution or payment in connection with any such liquidation, dissolution or winding up. (cb) If, upon any liquidation, dissolution or winding up of the affairs of the Fund, whether voluntary or involuntary, the assets of the Fund available for distribution among the Holders of all Outstanding RVMTP VMTP Shares and any other outstanding Preferred Shares ranking on a parity with the RVMTP VMTP Shares (including, without limitation, the Auction Preferred Shares) shall be insufficient to permit the payment in full to such Holders of the Liquidation Preference of such RVMTP VMTP Shares plus accumulated and unpaid dividends and other distributions on such shares as provided in Section 2.3(b2.3(a) above and the amounts due upon liquidation with respect to such other Preferred Shares, then such available assets shall be distributed among the Holders of such RVMTP VMTP Shares and such other Preferred Shares ratably in proportion to the respective preferential liquidation amounts to which they are entitled. In connection with any liquidation, dissolution or winding up of the affairs of the Fund, whether voluntary or involuntary, unless and until the Liquidation Preference on each Outstanding RVMTP VMTP Share plus accumulated and unpaid dividends and other distributions on such shares as provided in Section 2.3(b2.3(a) above have been paid in full to the Holders of such shares, no dividends, distributions or other payments will be made on, and no redemption, purchase or other acquisition by the Fund will be made by the Fund in respect of, the Common Shares. (dc) Neither the sale of all or substantially all of the property or business of the Fund, nor the merger, consolidation or reorganization of the Fund into or with any other business or statutory trust, corporation or other entity, nor the merger, consolidation or reorganization of any other business or statutory trust, corporation or other entity into or with the Fund shall be a dissolution, liquidation or winding up, whether voluntary or involuntary, for the purpose of this Section 2.3.

Liquidation Rights. (a) The RVMTP Shares shall rank on parity with each other, with shares of any other Series of RVMTP Shares, and with shares of any other class or series of Preferred Shares (including the Auction Preferred Shares) as to distribution of assets upon dissolution, liquidation, or winding-up of the affairs of the Fund. In this regard, the provisions of this Section 2.3 shall be applied consistently with Section 11.3 of the Auction Preferred Statement and with all other Preferred Shares such that Holders of the RVMTP Shares and holders of the Auction Preferred Shares and any other Preferred Shares are treated on parity with one another with respect to any such distribution. (b) In the event of any liquidationLiquidation, dissolution after payment or winding up provision for payment has been made of the affairs debts and other liabilities of the Fund, whether voluntary or involuntaryCorporation, the Holders holders of RVMTP Series A Preferred Shares shall be entitled to receive receive, out of the net assets of the Fund available Corporation, for distribution each share its Original Value plus an amount equal to shareholdersthe sum of Unpaid Dividend Yield (whether or not declared) accrued and unpaid thereon for all previous periods and the current period, after satisfying claims of creditors but before any distribution whether or payment not accumulated, and no more. After such amount is paid in full, no further distributions or payments shall be made in respect of the Common Series A Preferred Shares, a liquidation distribution equal such Series A Preferred Shares shall no longer be deemed to the Liquidation Preference for such sharesbe outstanding or be entitled to any other powers, plus an amount equal to all unpaid dividends and other distributions on such shares accumulated to (but excluding) the date fixed for such distribution preferences, rights or payment on such shares (whether or not earned or declared by the Fundprivileges, but without interest thereon)including voting rights, and such Holders Series A Preferred Shares shall be entitled surrendered for cancellation to no further participation in any distribution or payment in connection with any such liquidation, dissolution or winding upthe Corporation. (cb) If, upon The full amount payable to the holders of Series A Preferred Shares shall be paid before any liquidation, dissolution or winding up distribution shall be made to the holders of any class of common stock of the affairs of the Fund, whether voluntary Corporation or involuntary, the assets of the Fund available for distribution among the Holders of all Outstanding RVMTP Shares and any other outstanding class of stock or series thereof ranking junior to the Series A Preferred Shares with respect to the distribution of assets upon a Liquidation. No payment on account of any Liquidation shall be made to the holders of any class or series of stock ranking on a parity with the RVMTP Series A Preferred Shares in respect of the distribution of assets upon Liquidation unless there shall likewise be paid at the same time to the holders of the Series A Preferred Shares like proportionate amounts determined ratably in proportion to the full amounts to which the holders of all outstanding Series A Preferred Shares and the holders of all outstanding shares of such parity stock are respectively entitled with respect to such distribution. (including, without limitation, c) If the Auction assets distributed to the holders of Series A Preferred Shares) Shares upon any Liquidation shall be insufficient to permit the payment in full to such Holders holders of the Liquidation Preference of full amount to which they are entitled in such RVMTP Shares plus accumulated and unpaid dividends and other distributions on such shares as provided in Section 2.3(b) above and the amounts due upon liquidation with respect to such other Preferred Sharescircumstances, then such available assets or the proceeds thereof shall be distributed among the Holders of such RVMTP Shares and such other Preferred Shares holders ratably in proportion to the respective preferential liquidation amounts sums which would be payable to which they are entitled. In connection with any liquidation, dissolution or winding up of the affairs of the Fund, whether voluntary or involuntary, unless and until the Liquidation Preference on each Outstanding RVMTP Share plus accumulated and unpaid dividends and other distributions on such shares as provided in Section 2.3(b) above have been holders if all sums were paid in full to the Holders of such shares, no dividends, distributions or other payments will be made on, and no redemption, purchase or other acquisition by the Fund will be made by the Fund in respect of, the Common Sharesfull. (d) Once any payment required upon any Liquidation is made to any holder of Series A Preferred Shares, there shall not be any conversion rights in respect of such shares pursuant to Section 4 hereof unless the full amount of all such distributions and payment made in respect of such shares being converted is remitted to the Corporation prior to or concurrently with the conversion of such shares. (e) Neither the sale of all or substantially all merger nor consolidation of the property or business of the Fund, nor the merger, consolidation or reorganization of the Fund Corporation into or with any other business or statutory trust, corporation or other entitycorporation, nor the merger, merger or consolidation or reorganization of any other business or statutory trust, corporation or other entity into or with the Fund Corporation, nor a sale, transfer or lease of all or any part of the assets of the Corporation, shall be deemed to be a dissolution, liquidation or winding up, whether voluntary or involuntary, Liquidation for the purpose purposes of this Section 2.35. (f) Written notice of any Liquidation, stating the payment date or dates when and the place or places where the amounts distributable in such circumstances shall be payable, shall be given by first class mail, postage prepaid, not less than thirty (30) days prior to any payment date stated therein, to the holders of record of the Series A Preferred Shares at their respective addresses as the same shall appear on the books of the Corporation or any transfer agent for the Series A Preferred Shares.

Liquidation Rights. (a) The RVMTP Shares shall rank on parity with each other, with shares of any other Series of RVMTP Shares, and with shares of any other class or series of Preferred Shares (including the Auction Preferred Shares) as to distribution of assets upon dissolution, liquidation, liquidation or winding-up of the affairs of the Fund. In this regard, the provisions of this Section 2.3 shall be applied consistently with Section 11.3 of the Auction Preferred Statement and with all other Preferred Shares such that Holders of the RVMTP Shares and holders of the Auction Preferred Shares and any all other Preferred Shares are treated on parity with one another with respect to any such distribution. (b) In the event of any liquidation, dissolution or winding up of the affairs of the Fund, whether voluntary or involuntary, the Holders of RVMTP Shares shall be entitled to receive out of the assets of the Fund available for distribution to shareholders, after satisfying claims of creditors but before any distribution or payment shall be made in respect of the Common Shares, a liquidation distribution equal to the Liquidation Preference for such shares, plus an amount equal to all unpaid dividends and other distributions on such shares accumulated to (but excluding) the date fixed for such distribution or payment on such shares (whether or not earned or declared by the Fund, but without interest thereon), and such Holders shall be entitled to no further participation in any distribution or payment in connection with any such liquidation, dissolution or winding up. (c) If, upon any liquidation, dissolution or winding up of the affairs of the Fund, whether voluntary or involuntary, the assets of the Fund available for distribution among the Holders of all Outstanding RVMTP Shares and any other outstanding Preferred Shares ranking on a parity with the RVMTP Shares (including, without limitation, the Auction Preferred Shares) shall be insufficient to permit the payment in full to such Holders of the Liquidation Preference of such RVMTP Shares plus accumulated and unpaid dividends and other distributions on such shares as provided in Section 2.3(b) above and the amounts due upon liquidation with respect to such other Preferred Shares, then such available assets shall be distributed among the Holders of such RVMTP Shares and such other Preferred Shares ratably in proportion to the respective preferential liquidation amounts to which they are entitled. In connection with any liquidation, dissolution or winding up of the affairs of the Fund, whether voluntary or involuntary, unless and until the Liquidation Preference on each Outstanding RVMTP Share plus accumulated and unpaid dividends and other distributions on such shares as provided in Section 2.3(b) above have been paid in full to the Holders of such shares, no dividends, distributions or other payments will be made on, and no redemption, purchase or other acquisition by the Fund will be made by the Fund in respect of, the Common Shares. (d) Neither the sale of all or substantially all of the property or business of the Fund, nor the merger, consolidation or reorganization of the Fund into or with any other business or statutory trust, corporation or other entity, nor the merger, consolidation or reorganization of any other business or statutory trust, corporation or other entity into or with the Fund shall be a dissolution, liquidation or winding up, whether voluntary or involuntary, for the purpose of this Section 2.3.

Liquidation Rights. (aA) The RVMTP Shares shall rank on parity with each other, with shares Upon any liquidation (voluntary of any other Series of RVMTP Shares, and with shares of any other class or series of Preferred Shares (including the Auction Preferred Shares) as to distribution of assets upon dissolution, liquidation, or winding-up of the affairs of the Fund. In this regard, the provisions of this Section 2.3 shall be applied consistently with Section 11.3 of the Auction Preferred Statement and with all other Preferred Shares such that Holders of the RVMTP Shares and holders of the Auction Preferred Shares and any other Preferred Shares are treated on parity with one another with respect to any such distribution. (b) In the event of any liquidationotherwise), dissolution or winding up of the affairs of the Fund, whether voluntary or involuntaryCorporation ("Liquidation"), the Holders holders of RVMTP Shares shares of Series A Junior Participating Preferred Stock shall be entitled to receive out of the assets of the Fund Corporation available for distribution to shareholdersits stockholders, after satisfying claims of creditors but before any payment or distribution or payment shall be made on the shares of any series of Preferred Stock subordinate to Series A Junior Participating Preferred Stock as to assets in respect the event of any Liquidation ("Junior Shares") or on the Common SharesStock, a liquidation distribution equal to the Liquidation Preference for such sharesamount of $100.00 per share, plus an amount a sum equal to all unpaid dividends and other distributions on such shares accumulated to (but excluding) the date fixed for such distribution or payment on such shares (whether or not earned or declared by declared) on such shares accrued and unpaid thereon through the Fund, but without interest thereondate of final distribution (the "Series A Liquidation Preference"). (B) The shares of Series A Junior Participating Preferred Stock shall be subordinate to any other series of Preferred Stock unless the provisions of such other series provide otherwise, and such Holders shall be preferred over the Common Stock, as to assets in the event of any Liquidation. In the event of any Liquidation, the holders of the shares of Series A Junior Participating Preferred Stock shall be entitled to no further participation in any distribution or payment in connection with any such liquidationreceive, dissolution or winding up. (c) If, upon any liquidation, dissolution or winding up out of the affairs of the Fund, whether voluntary or involuntary, the assets of the Fund Corporation available for distribution among the Holders of all Outstanding RVMTP Shares and any other outstanding Preferred Shares ranking on a parity with the RVMTP Shares to its stockholders (including, without limitation, the Auction Preferred Shares) shall be insufficient to permit the after payment in full of all amounts payable in respect of any series of Preferred Stock ranking senior to such Holders of the Liquidation Preference of such RVMTP Shares plus accumulated and unpaid dividends and other distributions on such shares Series A Junior Participating Preferred Stock), an amount determined as provided in paragraph (A) of this Section 2.3(b) above and the amounts due upon liquidation with respect to such other 6 for every share of Series A Junior Participating Preferred Shares, then such available Stock before any distribution of assets shall be distributed among the Holders of such RVMTP Shares and such other Preferred Shares ratably in proportion made to the respective preferential liquidation holders of any Junior Series or to the holders of the Common Stock. If, in the event of any Liquidation, the holders of the Series A Junior Participating Preferred Stock shall have received all the amounts to which they are entitled. In connection with any liquidation, dissolution or winding up of the affairs of the Fund, whether voluntary or involuntary, unless and until the Liquidation Preference on each Outstanding RVMTP Share plus accumulated and unpaid dividends and other distributions on such shares as provided shall be entitled in Section 2.3(b) above have been paid in full to the Holders of such shares, no dividends, distributions or other payments will be made on, and no redemption, purchase or other acquisition by the Fund will be made by the Fund in respect of, the Common Shares. (d) Neither the sale of all or substantially all of the property or business of the Fund, nor the merger, consolidation or reorganization of the Fund into or with any other business or statutory trust, corporation or other entity, nor the merger, consolidation or reorganization of any other business or statutory trust, corporation or other entity into or accordance with the Fund shall be a dissolution, liquidation or winding up, whether voluntary or involuntary, for the purpose terms of paragraph (A) of this Section 2.3.6, no additional distributions shall be made to the holders of shares of Series A Junior Participating Preferred Stock unless, prior thereto, the holders of shares of Common Stock shall have received an amount per share (the "Common Adjustment") equal to the quotient obtained by dividing (i) the Series A Liquidation Preference by (ii) 100 (as appropriately adjusted as set forth in paragraph (C) of this

Liquidation Rights. (aA) The RVMTP Shares shall rank on parity with each other, with shares of any other Series of RVMTP Shares, and with shares of any other class or series of Preferred Shares (including Upon the Auction Preferred Shares) as to distribution of assets upon dissolution, liquidationliquidation (voluntary or otherwise), or winding-up of the affairs of the Fund. In this regard, the provisions of this Section 2.3 shall be applied consistently with Section 11.3 of the Auction Preferred Statement and with all other Preferred Shares such that Holders of the RVMTP Shares and holders of the Auction Preferred Shares and any other Preferred Shares are treated on parity with one another with respect to any such distribution. (b) In the event of any liquidation, dissolution or winding up of the affairs Corporation, the holders of the Fund, whether voluntary or involuntary, the Holders shares of RVMTP Shares this Series shall be entitled to receive out of the assets of the Fund available for distribution to shareholdersCorporation, after satisfying claims of creditors but before any payment of distribution or payment shall be made in respect of on the Common SharesStock, a liquidation distribution equal or on any other class of stock ranking junior to the Liquidation Preference for such sharesPreferred Stock upon liquidation, the amount of $7,500.00 per share, plus an amount a sum equal to all unpaid dividends and other distributions on such shares accumulated to (but excluding) the date fixed for such distribution or payment on such shares (whether or not earned or declared declared) on such shares accrued and unpaid thereon to the date of final distribution (the "Liquidation Preference"). Following the payment of the full amount of the Liquidation Preference, no additional distributions shall be made to the holders of shares of this Series unless, prior thereto, the holders of shares of Common Stock shall have received an amount per share (the "Common Adjustment") equal to the quotient obtained by dividing (i) the FundLiquidation Preference by (ii) 100 (as appropriately adjusted as set forth in subsection (e)(5)(B) below to reflect such events as stock splits, but without interest thereonstock dividends and recapitalizations with respect to the Common Stock) (such number in clause (ii), the "Adjustment Number"). Following the payment of the full amount of the Liquidation Preference and the Common Adjustment in respect of all outstanding shares of Junior Participating Preferred Stock and Common Stock, respectively, holders of this Series and holders of Common Stock shall receive their ratable and proportionate share of the remaining assets to be distributed in the ratio of the Adjustment Number to 1 with respect to such Holders shall be entitled to no further participation in any distribution or payment in connection with any such liquidationPreferred Stock and Common Stock, dissolution or winding upon a per share basis, respectively. (cB) IfIf the Corporation shall at any time after the Rights Declaration Date (i) declare any dividend on Common Stock payable in shares of Common Stock, upon any liquidation(ii) subdivide the outstanding Common Stock, dissolution or (iii) combine the outstanding Common Stock into a smaller number of shares, then in each such case the Adjustment Number in effect immediately before such event shall be adjusted by multiplying such Adjustment Number by a fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately before such event. (C) The sale, conveyance, exchange or transfer (for cash, shares of stock, securities or other consideration) of all or substantially all the property and assets of the Corporation shall be deemed a voluntary dissolution, liquidation or winding up of the affairs Corporation for the purposes of this subsection (e)(5), but the merger or consolidation of the Fund, whether voluntary or involuntary, the assets of the Fund available for distribution among the Holders of all Outstanding RVMTP Shares and any other outstanding Preferred Shares ranking on a parity with the RVMTP Shares (including, without limitation, the Auction Preferred Shares) shall be insufficient to permit the payment in full to such Holders of the Liquidation Preference of such RVMTP Shares plus accumulated and unpaid dividends and other distributions on such shares as provided in Section 2.3(b) above and the amounts due upon liquidation with respect to such other Preferred Shares, then such available assets shall be distributed among the Holders of such RVMTP Shares and such other Preferred Shares ratably in proportion to the respective preferential liquidation amounts to which they are entitled. In connection with any liquidation, dissolution or winding up of the affairs of the Fund, whether voluntary or involuntary, unless and until the Liquidation Preference on each Outstanding RVMTP Share plus accumulated and unpaid dividends and other distributions on such shares as provided in Section 2.3(b) above have been paid in full to the Holders of such shares, no dividends, distributions or other payments will be made on, and no redemption, purchase or other acquisition by the Fund will be made by the Fund in respect of, the Common Shares. (d) Neither the sale of all or substantially all of the property or business of the Fund, nor the merger, consolidation or reorganization of the Fund Corporation into or with any other business or statutory trust, another corporation or other entity, nor the merger, merger or consolidation or reorganization of any other business or statutory trust, corporation or other entity into or with the Fund Corporation, shall not be deemed to be a dissolution, liquidation or winding up, voluntarily or involuntarily, for the purposes of this subsection (e)(5). (D) After the payment to the holders of the shares of this Series of the full preferential amounts provided for in this subsection (e)(5), the holders of this Series as such shall have no right or claim to any of the remaining assets of the Corporation. (E) If the assets of the Corporation available for distribution to the holders of shares of this Series upon any dissolution, liquidation or winding up of the Corporation, whether voluntary or involuntary, for shall be insufficient to pay in full all amounts to which such holders are entitled pursuant to subsection (e)(5)(A), no such distribution shall be made on account of any shares of any other class or series of Preferred Stock ranking on a parity with the purpose shares of this Section 2.3Series upon such dissolution, liquidation or winding up unless proportionate distributive amounts shall be paid on account of the shares of this Series, ratably, in proportion to the full distributable amounts for which holders of all such parity shares are respectively entitled upon such dissolution, liquidation or winding up. If, however, there are not sufficient assets available to permit payment in full of the Common Adjustment, then such remaining assets shall be distributed ratably to the holders of Common Stock.

Liquidation Rights. (a) The RVMTP Shares shall rank on parity with each other, with shares of any other Series of RVMTP Shares, and with shares of any other class Upon the Company’s voluntary or series of Preferred Shares (including the Auction Preferred Shares) as to distribution of assets upon dissolution, liquidation, or winding-up of the affairs of the Fund. In this regard, the provisions of this Section 2.3 shall be applied consistently with Section 11.3 of the Auction Preferred Statement and with all other Preferred Shares such that Holders of the RVMTP Shares and holders of the Auction Preferred Shares and any other Preferred Shares are treated on parity with one another with respect to any such distribution. (b) In the event of any involuntary liquidation, dissolution or winding up of the affairs of the Fund, whether voluntary or involuntary(“Liquidation”), the Series B Holders of RVMTP Shares shall be entitled to receive be paid out of the Company’s assets of the Fund legally available for distribution to shareholdersthe Members, after satisfying claims of creditors but before any distribution or payment shall be of assets is made in respect to holders of the Common SharesShares or any other Junior Securities, a liquidation liquidating distribution equal to in the amount of the Series B Liquidation Preference for such sharesper Series B Preferred Share, plus an amount equal to all accumulated and unpaid dividends and other distributions on such shares accumulated to (thereon, if any, to, but excluding) , the date fixed for of such distribution or payment on such shares (liquidation distribution, whether or not earned or declared, plus the sum of any declared by and unpaid distributions for Distribution Periods prior to the FundDistribution Period in which the liquidation distribution is made and any declared and unpaid distributions for the then current Distribution Period in which the liquidation distribution is made to the date of such liquidation distribution. After payment to the Series B Holder of the full amount of the liquidating distributions to which the Series B Holders are entitled, but without interest thereon), and such the Series B Holders shall have no right or claim to any of the Company’s remaining assets. (b) Distributions to Series B Holders will be entitled made only to no further participation the extent that the Company’s assets are available after satisfaction of all liabilities to creditors and subject to the rights of holders of any securities ranking senior to the Series B Preferred Shares. If, in any distribution or payment the event of a Liquidation, the Company is unable to pay full liquidating distributions to the Series B Holders in connection accordance with any such liquidationthe foregoing provisions of this Section 2.8 and to all Parity Securities in accordance with the terms thereof, dissolution or winding upthen the Company shall distribute its assets to those holders ratably in proportion to the liquidating distributions which they would otherwise have received. (c) IfNothing in this Section 2.8 shall entitle the Series B Holders to be paid any amount upon the occurrence of a Liquidation until holders of any classes or series of Senior Securities ranking, as to the distribution of assets upon any liquidationa Liquidation, dissolution or winding up of senior to the affairs of the Fund, whether voluntary or involuntary, the assets of the Fund available for distribution among the Holders of all Outstanding RVMTP Shares and any other outstanding Series B Preferred Shares ranking on a parity with the RVMTP Shares (including, without limitation, the Auction Preferred Shares) shall be insufficient to permit the payment in full to such Holders of the Liquidation Preference of such RVMTP Shares plus accumulated and unpaid dividends and other distributions on such shares as provided in Section 2.3(b) above and the amounts due upon liquidation with respect to such other Preferred Shares, then such available assets shall be distributed among the Holders of such RVMTP Shares and such other Preferred Shares ratably in proportion to the respective preferential liquidation have been paid all amounts to which they such classes or series of Senior Securities are entitled. In connection with any liquidation, dissolution or winding up of the affairs of the Fund, whether voluntary or involuntary, unless and until the Liquidation Preference on each Outstanding RVMTP Share plus accumulated and unpaid dividends and other distributions on such shares as provided in Section 2.3(b) above have been paid in full to the Holders of such shares, no dividends, distributions or other payments will be made on, and no redemption, purchase or other acquisition by the Fund will be made by the Fund in respect of, the Common Shares. (d) Neither For the sale purposes of this Series B Preferred Share Designation, the Company’s merger or consolidation with or into any other entity or by another entity with or into the Company or the sale, lease, exchange or other transfer of all or substantially all of the property Company’s assets (for cash, securities or business other consideration) shall not be deemed to be a Liquidation. If the Company enters into any merger or consolidation transaction with or into any other entity and the Company is not the surviving entity in such transaction, the Series B Preferred Shares may be converted into shares of the Fund, nor surviving or successor entity or the merger, consolidation direct or reorganization indirect parent of the Fund into surviving or with any other business or statutory trust, corporation or other entity, nor successor entity having terms identical to the merger, consolidation or reorganization terms of any other business or statutory trust, corporation or other entity into or with the Fund shall be a dissolution, liquidation or winding up, whether voluntary or involuntary, for the purpose of this Section 2.3Series B Preferred Shares.

Liquidation Rights. (aA) The RVMTP Shares shall rank on parity with each other, with shares of any other Series of RVMTP Shares, and with shares of any other class Upon the voluntary or series of Preferred Shares (including the Auction Preferred Shares) as to distribution of assets upon involuntary dissolution, liquidation, or winding-up of the affairs of the Fund. In this regard, the provisions of this Section 2.3 shall be applied consistently with Section 11.3 of the Auction Preferred Statement and with all other Preferred Shares such that Holders of the RVMTP Shares and holders of the Auction Preferred Shares and any other Preferred Shares are treated on parity with one another with respect to any such distribution. (b) In the event of any liquidation, dissolution liquidation or winding up of the affairs Corporation, the holders of shares of the Fund, whether voluntary or involuntary, the Holders of RVMTP Shares Series A Preferred then outstanding shall be entitled to receive and to be paid out of the assets of the Fund Corporation legally available for distribution to shareholdersits stockholders, after satisfying claims of creditors but before any distribution or payment shall be made to the holders of Common Stock or any other stock of the Corporation ranking junior to the Series A Preferred upon liquidation, a liquidation preference of $1,000.00 per share, plus accrued and unpaid dividends thereon to the date of payment (the “Series A Preferred Liquidation Preference”). (B) After the payment to the holders of the shares of the Series A Preferred of the full Series A Preferred Liquidation Preference, the holders of the Series A Preferred as such shall have no right or claim to any of the remaining assets of the Corporation until the holders of Common Stock shall have received an amount per share (the “Common Adjustment”) equal to the quotient obtained by dividing (1) the Series A Preferred Liquidation Preference by (2) 1,000 (as appropriately adjusted as set forth in paragraph (D) below to reflect such events as stock splits, stock dividends and recapitalizations with respect to the Common Stock) (the number determined pursuant to clause (2) being hereinafter referred to as the “Adjustment Number”). Following the payment of the full amount of the Series A Preferred Liquidation Preference in respect of all outstanding shares of Series A Preferred, the full amount of any liquidation preference payable to holders of any other shares of stock of the Corporation ranking as to any distribution upon any voluntary or involuntary dissolution, liquidation or winding up of the Corporation on a parity with the shares of the Series A Preferred and the full amount of the Common SharesAdjustment, a liquidation distribution equal respectively, holders of shares of Series A Preferred, holders of such other shares and holders of shares of Common Stock shall receive their ratable and proportionate share of the remaining assets to be distributed in the Liquidation Preference for such shares, plus an amount equal ratio of the Adjustment Number to all unpaid dividends and other distributions on 1 with respect to such shares accumulated to (but excluding) the date fixed for of Series A Preferred, such distribution or payment other shares and shares of Common Stock, on such shares (whether or not earned or declared by the Funda per share basis, but without interest thereon), and such Holders shall be entitled to no further participation in any distribution or payment in connection with any such liquidation, dissolution or winding uprespectively. (cC) If, upon any liquidationvoluntary or involuntary dissolution, dissolution liquidation or winding up of the affairs Corporation, the amounts payable with respect to the Series A Preferred Liquidation Preference and the liquidation preference of any other shares of stock of the Fund, whether voluntary or involuntary, the assets of the Fund available for Corporation ranking as to any such distribution among the Holders of all Outstanding RVMTP Shares and any other outstanding Preferred Shares ranking on a parity with the RVMTP Shares (including, without limitationshares of the Series A Preferred are not paid in full, the Auction Preferred Shares) shall be insufficient to permit the payment in full to such Holders holders of the Liquidation Preference shares of the Series A Preferred and of such RVMTP Shares plus accumulated and unpaid dividends and other distributions on shares will share ratably in any such shares as provided in Section 2.3(b) above and distribution of assets of the amounts due upon liquidation with respect to such other Preferred Shares, then such available assets shall be distributed among the Holders of such RVMTP Shares and such other Preferred Shares ratably Corporation in proportion to the full respective preferential liquidation amounts preferences to which they are entitled. In connection with any liquidationthe event, dissolution or winding up however, that there are not sufficient assets available after payment in full of the affairs Series A Preferred Liquidation Preference and such other liquidation preferences to permit payment in full of the FundCommon Adjustment, whether voluntary or involuntary, unless and until then the Liquidation Preference on each Outstanding RVMTP Share plus accumulated and unpaid dividends and other distributions on such shares as provided in Section 2.3(b) above have been paid in full remaining assets shall be distributed ratably to the Holders holders of such shares, no dividends, distributions or other payments will be made on, and no redemption, purchase or other acquisition by the Fund will be made by the Fund in respect of, the Common SharesStock. (dD) In the event the Corporation shall at any time after the Rights Dividend Declaration Date (1) declare any dividend on the Common Stock payable in shares of Common Stock, (2) subdivide the outstanding Common Stock, or (3) combine the outstanding shares of Common Stock into a smaller number of shares, then in each such case the Adjustment Number in effect immediately prior to such event shall be adjusted by multiplying such Adjustment Number by the Adjustment Factor. (E) Neither the sale sale, lease, transfer or conveyance of all or substantially all of the property or business of the FundCorporation, nor the merger, merger or consolidation or reorganization of the Fund Corporation into or with any other business Corporation or statutory trust, corporation the merger or other entity, nor the merger, consolidation or reorganization of any other business or statutory trust, corporation or other entity Corporation into or with the Fund Corporation, shall be deemed to be a dissolution, liquidation or winding up, whether voluntary or involuntary, for the purpose purposes of this Section 2.3paragraph (iv). (F) In determining whether a distribution (other that upon voluntary or involuntary liquidation), by dividend, redemption or otherwise, is permitted under the Maryland General Corporation Law (“MGCL”), amounts that would be needed, if the Corporation were to be dissolved at the time of the distribution, to satisfy the preferential rights upon dissolution of stockholders whose preferential rights upon dissolution are superior to those receiving the distribution, will not be added to the Corporation’s total liabilities.

Liquidation Rights. (aA) The RVMTP Shares shall rank on parity with each other, with shares Upon any liquidation (voluntary of any other Series of RVMTP Shares, and with shares of any other class or series of Preferred Shares (including the Auction Preferred Shares) as to distribution of assets upon dissolution, liquidation, or winding-up of the affairs of the Fund. In this regard, the provisions of this Section 2.3 shall be applied consistently with Section 11.3 of the Auction Preferred Statement and with all other Preferred Shares such that Holders of the RVMTP Shares and holders of the Auction Preferred Shares and any other Preferred Shares are treated on parity with one another with respect to any such distribution. (b) In the event of any liquidationotherwise), dissolution or winding up of the affairs of the Fund, whether voluntary or involuntaryCorporation (“Liquidation”), the Holders holders of RVMTP Shares shares of Series A Junior Participating Preferred Stock shall be entitled to receive out of the assets of the Fund Corporation available for distribution to its shareholders, after satisfying claims of creditors but before any payment or distribution or payment shall be made on the shares of any series of Preferred Stock subordinate to Series A Junior Participating Preferred Stock as to assets in respect the event of any Liquidation (“Junior Shares”) or on the Common SharesStock, a liquidation distribution equal to the Liquidation Preference for such sharesamount of $100.00 per share, plus an amount a sum equal to all unpaid dividends and other distributions on such shares accumulated to (but excluding) the date fixed for such distribution or payment on such shares (whether or not earned or declared by declared) on such shares accrued and unpaid thereon through the Fund, but without interest thereondate of final distribution (the “Series A Liquidation Preference”). (B) The shares of Series A Junior Participating Preferred Stock shall be subordinate to any other series of Preferred Stock unless the provisions of such other series provide otherwise, and such Holders shall be preferred over the Common Stock, as to assets in the event of any Liquidation. In the event of any Liquidation, the holders of the shares of Series A Junior Participating Preferred Stock shall be entitled to no further participation receive, out of the assets of the Corporation available for distribution to its shareholders (after payment in full of all amounts payable in respect of any series of Preferred Stock ranking senior to Series A Junior Participating Preferred Stock), an amount determined as provided in paragraph (A) of this Section 6 for every share of Series A Junior Participating Preferred Stock before any distribution of assets shall be made to the holders of any Junior Shares or to the holders of the Common Stock. If, in the event of any Liquidation, the holders of the Series A Junior Participating Preferred Stock shall have received all the amounts to which they shall be entitled in accordance with the terms of paragraph (A) of this Section 6, no additional distributions shall be made to the holders of shares of Series A Junior Participating Preferred Stock unless, prior thereto, the holders of shares of Common Stock shall have received an amount per share (the “Common Adjustment”) equal to the quotient obtained by dividing (i) the Series A Liquidation Preference by (ii) 100 (as appropriately adjusted as set forth in paragraph (C) of this Section 6 to reflect such events as stock splits, stock dividends and recapitalizations with respect to the Common Stock) (such number in clause (ii) being referred to herein as the “Adjustment Number”). Following the payment of the full amount of the Common Adjustment in connection respect of all outstanding shares of Common Stock, holders of Series A Junior Participating Preferred Stock and holders of shares of Common Stock shall receive their ratable and proportionate share of the remaining assets to be distributed to the holders of Series A Junior Participating Preferred Stock and Common Stock in the ratio of the Adjustment Number to 1 with any respect to such liquidationPreferred Stock and Common Stock, dissolution or winding up. (c) on a per share basis, respectively. If, upon any liquidation, dissolution or winding up of the affairs of the Fund, whether voluntary or involuntaryLiquidation, the assets of the Fund available for distribution among the Holders of all Outstanding RVMTP Shares amounts payable on or with respect to Series A Junior Participating Preferred Stock and any other outstanding series of Preferred Shares Stock ranking on a parity with the RVMTP Shares (including, without limitationSeries A Junior Participating Preferred Stock are not paid in full, the Auction holders of shares of such Preferred Shares) Stock shall share ratably in any distribution of assets according to the respective amounts which would be insufficient to permit the payment payable in full to such Holders respect of the Liquidation Preference of shares held by them upon such RVMTP Shares plus accumulated and unpaid dividends and other distributions distribution if all amounts payable on such shares as provided in Section 2.3(b) above and the amounts due upon liquidation or with respect to such other Preferred Shares, then such available assets shall be distributed among the Holders of such RVMTP Shares and such other Preferred Shares ratably in proportion to the respective preferential liquidation amounts to which they are entitled. In connection with any liquidation, dissolution or winding up of the affairs of the Fund, whether voluntary or involuntary, unless and until the Liquidation Preference on each Outstanding RVMTP Share plus accumulated and unpaid dividends and other distributions on such shares as provided in Section 2.3(b) above have been Stock were paid in full to the Holders of such shares, no dividends, distributions or other payments will be made on, and no redemption, purchase or other acquisition by the Fund will be made by the Fund in respect of, the Common Sharesfull. (dC) In the event the Corporation shall at any time after the Rights Declaration Date (i) pay any dividend on Common Stock payable in shares of Common Stock, (ii) subdivide the outstanding Common Stock, (iii) combine the outstanding Common Stock into a smaller number of shares or (iv) issue any shares by reclassification of its shares of Common Stock, then in each such case the Adjustment Number in effect immediately prior to such event shall be adjusted by multiplying such Adjustment Number by a fraction the numerator of which shall be the number of shares of Common Stock outstanding immediately after such event and the denominator of which shall be the number of shares of Common Stock that were outstanding immediately prior to such event. (D) Neither the sale sale, lease or exchange (for cash, shares of stock, securities or other consideration) of all or substantially all the property and assets of the property Corporation nor the merger or business consolidation of the Fund, nor the merger, consolidation or reorganization of the Fund Corporation into or with any other business or statutory trust, corporation or other entity, nor entity or the merger, merger or consolidation or reorganization of any other business or statutory trust, corporation or other entity into or with the Fund Corporation shall be deemed to be a dissolution, liquidation or winding up, whether voluntary or involuntary, Liquidation for the purpose purposes of this Section 2.36.

Liquidation Rights. (a) The RVMTP Shares shall rank on parity with each other, with shares of any other Series of RVMTP Shares, and with shares of any other class or series of Preferred Shares (including the Auction Preferred Shares) as to distribution of assets upon dissolution, liquidation, or winding-up of the affairs of the Fund. In this regard, the provisions of this Section 2.3 shall be applied consistently with Section 11.3 of the Auction Preferred Statement and with all other Preferred Shares such that Holders of the RVMTP Shares and holders of the Auction Preferred Shares and any other Preferred Shares are treated on parity with one another with respect to any such distribution. (b) In the event of any liquidation, dissolution or winding up of the affairs of the Fund, whether voluntary or involuntaryLiquidation, the Holders holders of RVMTP Shares shall shares of Series A Preferred and Series B Preferred then outstanding will be entitled to receive be paid out of the assets of the Fund Corporation available for distribution to its shareholders, after satisfying claims of creditors but whether such assets are capital, surplus, earnings or otherwise, before any distribution payment or declaration and setting apart for payment shall of any amount will be made in respect of the Common Sharesany shares of Junior Stock, a liquidation distribution an amount with respect to each share of Series A Preferred and Series B Preferred outstanding equal to the then-effective Liquidation Preference per share for such shares, plus an amount equal to all declared or accrued and unpaid dividends and other distributions on such shares accumulated in respect thereof to (but excluding) the date fixed of final distribution. If upon any Liquidation, the assets to be distributed among the holders of Series A Preferred and Series B Preferred are insufficient to permit the payment to such shareholders of the full preferential amounts thereof, then the entire assets of the Corporation to be distributed will be distributed ratably among the holders of Series A Preferred, Series B Preferred and Parity Stock, based on the full preferential amounts for the number of shares of Series A Preferred, Series B Preferred and Parity Stock held by each holder. (b) After payment to the holders of Series A Preferred and Series B Preferred of the amounts set forth in Section 4(a) hereof, such distribution or payment on such shares (whether or holders will not earned or declared by the Fund, but without interest thereon), and such Holders shall be entitled to no any further participation in any distribution or payment of the Corporation’s assets and the entire remaining assets and funds of the Corporation legally available for distribution, if any, will be distributed among the holders of any Capital Stock entitled to a preference over the Common Stock in connection accordance with any such liquidationthe terms thereof and, dissolution or winding upthereafter, to the holders of Common Stock. (c) If, upon any liquidation, dissolution or winding up of the affairs of the Fund, whether voluntary or involuntary, the assets of the Fund available for distribution among the Holders of all Outstanding RVMTP Shares and any other outstanding Preferred Shares ranking on a parity with the RVMTP Shares (including, without limitation, the Auction Preferred Shares) shall No funds are required to be insufficient set aside to permit the payment in full to such Holders of protect the Liquidation Preference of such RVMTP Shares plus accumulated the shares of Series A Preferred and unpaid dividends and other distributions on such shares as provided Series B Preferred, although the applicable Liquidation Preference will be substantially in Section 2.3(b) above and the amounts due upon liquidation with respect to such other Preferred Shares, then such available assets shall be distributed among the Holders of such RVMTP Shares and such other Preferred Shares ratably in proportion to the respective preferential liquidation amounts to which they are entitled. In connection with any liquidation, dissolution or winding up excess of the affairs par value of the Fund, whether voluntary or involuntary, unless shares of Series A Preferred and until the Liquidation Preference on each Outstanding RVMTP Share plus accumulated and unpaid dividends and other distributions on such shares as provided in Section 2.3(b) above have been paid in full to the Holders of such shares, no dividends, distributions or other payments will be made on, and no redemption, purchase or other acquisition by the Fund will be made by the Fund in respect of, the Common SharesSeries B Preferred. (d) Neither For purposes of this Section 4, neither a merger, consolidation, business combination, reorganization or recapitalization of the sale Corporation with or into any corporation, nor a sale, lease or other disposition of all or substantially all of the property or business assets of the Fund, nor the merger, consolidation or reorganization of the Fund into or with any other business or statutory trust, corporation or other entity, nor the merger, consolidation or reorganization of any other business or statutory trust, corporation or other entity into or with the Fund shall Corporation and its subsidiaries (on a consolidated basis) will be deemed a dissolution, liquidation or winding up, whether voluntary or involuntary, for the purpose of this Section 2.3Liquidation.

Liquidation Rights. (a) The RVMTP Shares shall rank on parity with each other, with shares of any other Series of RVMTP Shares, and with shares of any other class or series of Preferred Shares (including the Auction Preferred Series 2022 VMTP Shares) as to distribution of assets upon dissolution, liquidation, liquidation or winding-up of the affairs of the Fund. In this regard, the provisions of this Section 2.3 shall be applied consistently with Section 11.3 of the Auction Preferred Statement and with all other Preferred Shares such that Holders of the RVMTP Shares and holders of the Auction Preferred Shares and any all other Preferred Shares are treated on parity with one another with respect to any such distribution. (b) In the event of any liquidation, dissolution or winding up of the affairs of the Fund, whether voluntary or involuntary, the Holders of RVMTP Shares shall be entitled to receive out of the assets of the Fund available for distribution to shareholders, after satisfying claims of creditors but before any distribution or payment shall be made in respect of the Common Shares, a liquidation distribution equal to the Liquidation Preference for such shares, plus an amount equal to all unpaid dividends and other distributions on such shares accumulated to (but excluding) the date fixed for such distribution or payment on such shares (whether or not earned or declared by the Fund, but without interest thereon), and such Holders shall be entitled to no further participation in any distribution or payment in connection with any such liquidation, dissolution or winding up. (c) If, upon any liquidation, dissolution or winding up of the affairs of the Fund, whether voluntary or involuntary, the assets of the Fund available for distribution among the Holders of all Outstanding RVMTP Shares and any other outstanding Preferred Shares ranking on a parity with the RVMTP Shares (including, without limitation, the Auction Preferred Series 2022 VMTP Shares) shall be insufficient to permit the payment in full to such Holders of the Liquidation Preference of such RVMTP Shares plus accumulated and unpaid dividends and other distributions on such shares as provided in Section 2.3(b) above and the amounts due upon liquidation with respect to such other Preferred Shares, then such available assets shall be distributed among the Holders of such RVMTP Shares and such other Preferred Shares ratably in proportion to the respective preferential liquidation amounts to which they are entitled. In connection with any liquidation, dissolution or winding up of the affairs of the Fund, whether voluntary or involuntary, unless and until the Liquidation Preference on each Outstanding RVMTP Share plus accumulated and unpaid dividends and other distributions on such shares as provided in Section 2.3(b) above have been paid in full to the Holders of such shares, no dividends, distributions or other payments will be made on, and no redemption, purchase or other acquisition by the Fund will be made by the Fund in respect of, the Common Shares. (d) Neither the sale of all or substantially all of the property or business of the Fund, nor the merger, consolidation or reorganization of the Fund into or with any other business or statutory trust, corporation or other entity, nor the merger, consolidation or reorganization of any other business or statutory trust, corporation or other entity into or with the Fund shall be a dissolution, liquidation or winding up, whether voluntary or involuntary, for the purpose of this Section 2.3.

Liquidation Rights. (aA) The RVMTP Shares shall rank on parity with each other, with shares Upon any liquidation (voluntary of any other Series of RVMTP Shares, and with shares of any other class or series of Preferred Shares (including the Auction Preferred Shares) as to distribution of assets upon dissolution, liquidation, or winding-up of the affairs of the Fund. In this regard, the provisions of this Section 2.3 shall be applied consistently with Section 11.3 of the Auction Preferred Statement and with all other Preferred Shares such that Holders of the RVMTP Shares and holders of the Auction Preferred Shares and any other Preferred Shares are treated on parity with one another with respect to any such distribution. (b) In the event of any liquidationotherwise), dissolution or winding up of the affairs of the Fund, whether voluntary or involuntaryCorporation ("Liquidation"), the Holders holders of RVMTP Shares shares of Series A Junior Participating Preferred Stock shall be entitled to receive out of the assets of the Fund Corporation available for distribution to shareholdersits stockholders, after satisfying claims of creditors but before any payment or distribution or payment shall be made on the shares of any series of Preferred Stock subordinate to Series A Junior Participating Preferred Stock as to assets in respect the event of any Liquidation ("Junior Shares") or on the Common SharesStock, a liquidation distribution equal to the Liquidation Preference for such sharesamount of $100.00 per share, plus an amount a sum equal to all unpaid dividends and other distributions on such shares accumulated to (but excluding) the date fixed for such distribution or payment on such shares (whether or not earned or declared by declared) on such shares accrued and unpaid thereon through the Fund, but without interest thereondate of final distribution (the "Series A Liquidation Preference"). (B) The shares of Series A Junior Participating Preferred Stock shall be subordinate to any other series of Preferred Stock unless the provisions of such other series provide otherwise, and such Holders shall be preferred over the Common Stock, as to assets in the event of any Liquidation. In the event of any Liquidation, the holders of the shares of Series A Junior Participating Preferred Stock shall be entitled to no further participation receive, out of the assets of the Corporation available for distribution to its stockholders (after payment in full of all amounts payable in respect of any series of Preferred Stock ranking senior to Series A Junior Participating Preferred Stock), an amount determined as provided in paragraph (A) of this Section 6 for every share of Series A Junior Participating Preferred Stock before any distribution of assets shall be made to the holders of any Junior Shares or to the holders of the Common Stock. If, in the event of any Liquidation, the holders of the Series A Junior Participating Preferred Stock shall have received all the amounts to which they shall be entitled in accordance with the terms of paragraph (A) of this Section 6, no additional distributions shall be made to the holders of shares of Series A Junior Participating Preferred Stock unless, prior thereto, the holders of shares of Common Stock shall have received an amount per share (the "Common Adjustment") equal to the quotient obtained by dividing (i) the Series A Liquidation Preference by (ii) 100 (as appropriately adjusted as set forth in paragraph (C) of this Section 6 to reflect such events as stock splits, stock dividends and recapitalizations with respect to the Common Stock) (such number in clause (ii) being referred to herein as the "Adjustment Number"). Following the payment of the full amount of the Common Adjustment in connection respect of all outstanding shares of Common Stock, holders of Series A Junior Participating Preferred Stock and holders of shares of Common Stock shall receive their ratable and proportionate share of the remaining assets to be distributed to the holders of Series A Junior Participating Preferred Stock and Common Stock in the ratio of the Adjustment Number to 1 with any respect to such liquidationPreferred Stock and Common Stock, dissolution or winding up. (c) on a per share basis, respectively. If, upon any liquidation, dissolution or winding up of the affairs of the Fund, whether voluntary or involuntaryLiquidation, the assets of the Fund available for distribution among the Holders of all Outstanding RVMTP Shares amounts payable on or with respect to Series A Junior Participating Preferred Stock and any other outstanding series of Preferred Shares Stock ranking on a parity with the RVMTP Shares (including, without limitationSeries A Junior Participating Preferred Stock are not paid in full, the Auction holders of shares of such Preferred Shares) Stock shall share ratably in any distribution of assets according to the respective amounts which would be insufficient to permit the payment payable in full to such Holders respect of the Liquidation Preference of shares held by them upon such RVMTP Shares plus accumulated and unpaid dividends and other distributions distribution if all amounts payable on such shares as provided in Section 2.3(b) above and the amounts due upon liquidation or with respect to such other Preferred Shares, then such available assets shall be distributed among the Holders of such RVMTP Shares and such other Preferred Shares ratably in proportion to the respective preferential liquidation amounts to which they are entitled. In connection with any liquidation, dissolution or winding up of the affairs of the Fund, whether voluntary or involuntary, unless and until the Liquidation Preference on each Outstanding RVMTP Share plus accumulated and unpaid dividends and other distributions on such shares as provided in Section 2.3(b) above have been Stock were paid in full to the Holders of such shares, no dividends, distributions or other payments will be made on, and no redemption, purchase or other acquisition by the Fund will be made by the Fund in respect of, the Common Sharesfull. (dC) In the event the Corporation shall at any time after the Rights Declaration Date (i) pay any dividend on Common Stock payable in shares of Common Stock, (ii) subdivide the outstanding Common Stock, (iii) combine the outstanding Common Stock into a smaller number of shares or (iv) issue any shares by reclassification of its shares of Common Stock, then in each such case the Adjustment Number in effect immediately prior to such event shall be adjusted by multiplying such Adjustment Number by a fraction the numerator of which shall be the number of shares of Common Stock outstanding immediately after such event and the denominator of which shall be the number of shares of Common Stock that were outstanding immediately prior to such event. (D) Neither the sale sale, lease or exchange (for cash, shares of stock, securities or other consideration) of all or substantially all the property and assets of the property Corporation nor the merger or business consolidation of the Fund, nor the merger, consolidation or reorganization of the Fund Corporation into or with any other business or statutory trust, corporation or other entity, nor entity or the merger, merger or consolidation or reorganization of any other business or statutory trust, corporation or other entity into or with the Fund Corporation shall be deemed to be a dissolution, liquidation or winding up, whether voluntary or involuntary, Liquidation for the purpose purposes of this Section 2.36.

Liquidation Rights. (a) The RVMTP Shares shall rank on parity with each other, with shares of any other Series of RVMTP Shares, and with shares of any other class or series of Preferred Shares (including the Auction Preferred Shares) as to distribution of assets upon dissolution, liquidation, or winding-up of the affairs of the Fund. In this regard, the provisions of this Section 2.3 shall be applied consistently with Section 11.3 of the Auction Preferred Statement and with all other Preferred Shares such that Holders of the RVMTP Shares and holders of the Auction Preferred Shares and any other Preferred Shares are treated on parity with one another with respect to any such distribution. (b) In the event of any voluntary or involuntary dissolution, liquidation, dissolution or winding up of the affairs of the FundCorporation, whether voluntary after payment or involuntaryprovision for payment of the debts and other liabilities of the Corporation and any preferential amounts payable with respect to securities of the Corporation ranking prior to the shares of this Series ("Senior Preferred Shares"), the Holders holders of RVMTP Shares shares of this Series shall be entitled to receive out of the assets of the Fund Corporation available for distribution to shareholders, after satisfying claims of creditors but before any distribution or payment shall be of assets is made in respect to holders of the Common SharesShares or any other share capital of the Corporation ranking subordinate to the shares of this Series, a liquidation liquidating distribution in an amount equal to the Liquidation Preference for such shares, greater of (i) U.S. $6.75 per share of this Series plus an amount equal to all any accrued and unpaid dividends and other distributions on such shares Dividends (including accumulated to (but excluding) the date fixed for such distribution or payment on such shares (Dividends, whether or not earned declared) to and including the date of distribution or declared by (ii) the Fundamount distributable to the holders of shares of this Series as if such holders had converted their shares of this Series into Common Shares pursuant to Section 7 hereof immediately prior to such dissolution, but without interest thereonliquidation or winding up of the affairs of the Corporation (plus accumulated Dividends, whether or not declared). Amounts payable pursuant to clause (i) or (ii) of this Section 3(a) shall be distributed ratably among the holders of shares of this Series in proportion to the number of shares of this Series held. After payment to the holders of shares of this Series of the full amount to which such holders are entitled as set forth above, the holders of shares of this Series shall have no right or claim to any of the remaining assets of the Corporation. (b) If upon any such dissolution, liquidation or winding up of the affairs of the Corporation, the assets of the Corporation distributable among the holders of shares of this Series and the holders of all other classes or series of shares of the Corporation ranking on a parity with the shares of this Series shall be insufficient to permit the payment to them of the full preferential amounts to which they are entitled, then the entire assets of the Corporation so to be distributed shall be distributed ratably among the holders of shares of this Series and such Holders shall be entitled other classes or series of shares of the Corporation in proportion to no further participation in any distribution or payment in connection with any such liquidation, dissolution or winding upthe sum of the accumulated dividends and the liquidation preferences per share. (c) IfThe sale, upon any conveyance, mortgage, pledge or lease of all or substantially all the assets of the Corporation shall be deemed to be a liquidation, dissolution or winding up of the affairs of the Fund, whether voluntary or involuntary, the assets of the Fund available Corporation for distribution among the Holders of all Outstanding RVMTP Shares and any other outstanding Preferred Shares ranking on a parity with the RVMTP Shares (including, without limitation, the Auction Preferred Shares) shall be insufficient to permit the payment in full to such Holders of the Liquidation Preference of such RVMTP Shares plus accumulated and unpaid dividends and other distributions on such shares as provided in Section 2.3(b) above and the amounts due upon liquidation with respect to such other Preferred Shares, then such available assets shall be distributed among the Holders of such RVMTP Shares and such other Preferred Shares ratably in proportion to the respective preferential liquidation amounts to which they are entitled. In connection with any liquidation, dissolution or winding up of the affairs of the Fund, whether voluntary or involuntary, unless and until the Liquidation Preference on each Outstanding RVMTP Share plus accumulated and unpaid dividends and other distributions on such shares as provided in Section 2.3(b) above have been paid in full to the Holders of such shares, no dividends, distributions or other payments will be made on, and no redemption, purchase or other acquisition by the Fund will be made by the Fund in respect of, the Common Shares. (d) Neither the sale of all or substantially all of the property or business of the Fund, nor the merger, consolidation or reorganization of the Fund into or with any other business or statutory trust, corporation or other entity, nor the merger, consolidation or reorganization of any other business or statutory trust, corporation or other entity into or with the Fund shall be a dissolution, liquidation or winding up, whether voluntary or involuntary, for the purpose purposes of this Section 2.33.

Liquidation Rights. (a) The RVMTP Shares shall rank on parity with each other, with shares of any other Series of RVMTP Shares, and with shares of any other class or series of Preferred Shares (including the Auction Preferred Shares) as to distribution of assets upon dissolution, liquidation, or winding-up of the affairs of the Fund. In this regard, the provisions of this Section 2.3 shall be applied consistently with Section 11.3 of the Auction Preferred Statement and with all other Preferred Shares such that Holders of the RVMTP Shares and holders of the Auction Preferred Shares and any other Preferred Shares are treated on parity with one another with respect to any such distribution. (b) In the event of Upon any liquidation, dissolution or winding up of the affairs of the FundCompany, whether voluntary or involuntaryinvoluntary (a “Liquidation Event”), the Holders of RVMTP Shares shall be entitled to receive out of the assets of the Fund available for distribution to shareholders, after satisfying claims of creditors but before any distribution or payment shall be made in respect of the Common Shares, a liquidation distribution equal to the Liquidation Preference for such sharesholders of any Common Stock, plus an amount equal to all unpaid dividends and other distributions on such shares accumulated to (but excluding) the date fixed for such distribution or payment on such shares (whether or not earned or declared by the Fund, but without interest thereon), and such Holders holders of Series Preferred Stock shall be entitled to no further participation be paid out of the assets of the Company legally available for distribution, or the consideration received in such transaction, for each share of Series Preferred Stock held by them, an amount per such share of Series Preferred Stock equal to the applicable Original Issue Price (as adjusted for any distribution or payment in connection stock dividends, combinations, splits, recapitalizations and the like with respect to such shares after the filing date hereof). If, upon any such liquidation, dissolution dissolution, or winding up. (c) If, upon any liquidation, dissolution or winding up of the affairs of the Fund, whether voluntary or involuntary, the assets of the Fund available for distribution among Company (or the Holders of all Outstanding RVMTP Shares and any other outstanding Preferred Shares ranking on a parity with the RVMTP Shares (including, without limitation, the Auction Preferred Sharesconsideration received in such transaction) shall be insufficient to permit the make payment in full to such Holders all holders of Series Preferred Stock of the Liquidation Preference of such RVMTP Shares plus accumulated and unpaid dividends and other distributions on such shares as provided liquidation preference set forth in this Section 2.3(b) above and the amounts due upon liquidation with respect to such other Preferred Shares3(a), then such available assets (or consideration) shall be distributed among the Holders holders of such RVMTP Shares and such other Series Preferred Shares Stock at the time outstanding, ratably in proportion to the respective preferential liquidation full amounts to which they are would otherwise be respectively entitled. In connection with any liquidation, dissolution or winding up of the affairs of the Fund, whether voluntary or involuntary, unless and until the Liquidation Preference on each Outstanding RVMTP Share plus accumulated and unpaid dividends and other distributions on such shares as provided in Section 2.3(b) above have been paid in full to the Holders of such shares, no dividends, distributions or other payments will be made on, and no redemption, purchase or other acquisition by the Fund will be made by the Fund in respect of, the Common Shares. (db) Neither After the sale of all or substantially all payment of the property or business full liquidation preference of the FundSeries Preferred Stock as set forth in Section 3(a) above, nor the merger, consolidation or reorganization remaining assets of the Fund into Company legally available for distribution (or with any other business or statutory trustthe consideration received in such transaction), corporation or other entityif any, nor the merger, consolidation or reorganization of any other business or statutory trust, corporation or other entity into or with the Fund shall be a dissolutiondistributed ratably to all holders of the Company’s Common Stock, liquidation or winding up, whether voluntary or involuntaryand the holders of Series Preferred Stock, for the purpose of this Section 2.33(b), shall be treated as if their shares of Series Preferred Stock had been converted into shares of Common Stock in accordance with Section 3(c). (c) Notwithstanding paragraph (a), solely for purposes of determining the amount each holder of shares of Series Preferred Stock is entitled to receive with respect to a Liquidation Event, each series of Series Preferred Stock shall be treated as if all holders of such series had converted such holders’ shares of such series into shares of Common Stock immediately prior to the Liquidation Event if, as a result of an actual conversion of such series of Series Preferred Stock (including taking into account the operation of this paragraph (c) with respect to all series of Series Preferred Stock), holders of such series would receive (with respect to such series), in the aggregate, an amount greater than the amount that would be distributed to holders of such series if such holders had not converted such series of Series Preferred Stock into shares of Common Stock. If holders of any series are treated as if they had converted shares of Series Preferred Stock into Common Stock pursuant to this paragraph, then such holders shall not be entitled to receive any distribution pursuant to Section 3(a) that would otherwise be made to holders of such series of Series Preferred Stock.

Liquidation Rights. (a) The RVMTP Shares shall rank on parity with each other, with shares In the event of any other Liquidating Event, each holder of a share of Seed Preferred Stock, Series A Preferred Stock or Series B Preferred Stock shall be entitled to receive, prior and in preference to any distribution of RVMTP Shares, and with shares any of the assets or surplus funds of the Corporation to the holders of Common Stock or any other class or series of stock ranking on liquidation junior to the Seed Preferred Shares Stock, Series A Preferred Stock or Series B Preferred Stock, 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 Original Issue Price (as defined below) and an amount per share of Series B Preferred Stock equal to the Series 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 Stock to and including the Auction Preferred Shares) as to distribution of assets upon dissolution, liquidation, or winding-up of the affairs of the Fund. In this regard, the provisions of this Section 2.3 date full payment shall be applied consistently with Section 11.3 of tendered to the Auction Preferred Statement and with all other Preferred Shares such that Holders of the RVMTP Shares and holders of the Auction such series of Preferred Shares and any other Preferred Shares are treated on parity with one another Stock with respect to any such distribution. (b) In the event of any liquidation, dissolution or winding up (the amounts payable pursuant to this sentence are hereinafter referred to as the “Seed Liquidation Amount,” the “Series A Liquidation Amount” and the “Series B Liquidation Amount,” respectively, and, collectively, as the “Liquidation Amounts”). If the assets or surplus funds to be distributed to the holders of the affairs Seed Preferred Stock, Series A Preferred Stock and Series B Preferred Stock pursuant to this Section 3.2(a) are insufficient to permit the payment to such holders of the Fund, whether voluntary or involuntaryfull amount to which they shall be entitled, the Holders of RVMTP Shares assets and surplus funds legally available for distribution shall be distributed ratably among the holders of the Seed Preferred Stock, Series A Preferred Stock and Series B Preferred Stock in proportion to the full Liquidation Amount each such holder is otherwise entitled to receive out pursuant to this Section 3.2(a). (b) All of the Liquidation Amounts to be paid to the holders of the Preferred Stock pursuant to this Section 3.2 in the event of a Liquidating Event shall be paid or set apart for payment before the payment or setting apart for payment of any amount for, or the distribution of any assets of the Fund Corporation to, the holders of the Common Stock in connection with such Liquidating Event. Subject to the provisions of Section 3.2(c) below, after payment or the setting apart of payment to the holders of the Preferred Stock of the Liquidation Amounts so payable to them, all remaining assets available for distribution to shareholders, (after satisfying claims payment or provision for payment of creditors but before any distribution or payment all debts and liabilities of the Corporation) shall be made in respect distributed to the holders of the Common Shares, a liquidation distribution equal Stock ratably in proportion to the Liquidation Preference for such shares, plus an amount equal to all unpaid dividends and other distributions on such number of shares accumulated to (but excluding) the date fixed for such distribution or payment on such shares (whether or not earned or declared by the Fund, but without interest thereon), and such Holders shall be entitled to no further participation in any distribution or payment in connection with any such liquidation, dissolution or winding upof Common Stock they then hold. (c) IfNotwithstanding anything in this Section 3.2 to the contrary, upon if a holder of any liquidation, dissolution or winding up share of the affairs of the Fund, whether voluntary or involuntary, the assets of the Fund available for distribution among the Holders of all Outstanding RVMTP Shares and any other outstanding Preferred Shares ranking on Stock would receive a parity with the RVMTP Shares (including, without limitation, the Auction Preferred Shares) shall be insufficient greater amount pursuant to permit the payment in full to such Holders of the Liquidation Preference of such RVMTP Shares plus accumulated and unpaid dividends and other distributions on such shares as provided in this Section 2.3(b) above and the amounts due upon liquidation 3.2 with respect to such other share of Preferred SharesStock upon a Liquidating Event by voluntarily converting such share into Common Stock immediately prior to such Liquidating Event at the then-applicable Conversion Price (as defined below) than such holder would be entitled to receive with respect to such share of Preferred Stock pursuant to this Section 3.2, then such available assets holder shall not receive any Liquidation Amount with respect to such share under such Section 3.2(a), but shall be distributed among the Holders of such RVMTP Shares and such other Preferred Shares ratably in proportion to the respective preferential liquidation amounts to which they are entitled. In connection with any liquidation, dissolution or winding up of the affairs of the Fund, whether voluntary or involuntary, unless and until the Liquidation Preference on each Outstanding RVMTP Share plus accumulated and unpaid dividends and other distributions on such shares as provided in Section 2.3(b) above have been paid in full to the Holders of such shares, no dividends, distributions or other payments will be made on, and no redemption, purchase or other acquisition by the Fund will be made by the Fund in respect of, the Common Shares. (d) Neither the sale of all or substantially all of the property or business of the Fund, nor the merger, consolidation or reorganization of the Fund into or with any other business or statutory trust, corporation or other entity, nor the merger, consolidation or reorganization of any other business or statutory trust, corporation or other entity into or with the Fund shall be a dissolution, liquidation or winding up, whether voluntary or involuntarytreated, for the purpose purposes of this determining such holder’s rights with respect to such share under Section 2.33.2(a) only, as though such holder had converted such share of Preferred Stock into Common Stock, effective immediately prior to the applicable Liquidating Event, at the then-applicable Conversion Price for such series of Preferred Stock.

Liquidation Rights. (a) The RVMTP Shares shall rank on parity with each other, with shares of any other Series of RVMTP Shares, and with shares of any other class or series of Preferred Shares (including the Auction Preferred Shares) as to distribution of assets upon dissolution, liquidation, or winding-up of the affairs of the Fund. In this regard, the provisions of this Section 2.3 shall be applied consistently with Section 11.3 of the Auction Preferred Statement and with all other Preferred Shares such that Holders of the RVMTP Shares and holders of the Auction Preferred Shares and any other Preferred Shares are treated on parity with one another with respect to any such distribution. (b) In the event of any voluntary or involuntary dissolution, liquidation, dissolution or winding up of the affairs of the FundCorporation, whether voluntary after payment or involuntaryprovision for payment of the debts and other liabilities of the Corporation and any preferential amounts payable with respect to securities of the Corporation ranking prior to the shares of this Series ("Senior Preferred Shares"), the Holders holders of RVMTP Shares shares of this Series shall be entitled to receive out of the assets of the Fund Corporation available for distribution to shareholders, after satisfying claims of creditors but before any distribution or payment shall be of assets is made in respect to holders of the Common SharesShares or any other share capital of the Corporation ranking subordinate to the shares of this Series, a liquidation liquidating distribution in an amount equal to the Liquidation Preference for such shares, greater of (i) U.S. $1.35 per share of this Series plus an amount equal to all any accrued and unpaid dividends and other distributions on such shares Dividends (including accumulated to (but excluding) the date fixed for such distribution or payment on such shares (Dividends, whether or not earned declared) to and including the date of distribution or declared by (ii) the Fundamount distributable to the holders of shares of this Series as if such holders had converted their shares of this Series into Common Shares pursuant to Section 7 hereof immediately prior to such dissolution, but without interest thereonliquidation or winding up of the affairs of the Corporation (plus accumulated Dividends, whether or not declared). Amounts payable pursuant to clause (i) or (ii) of this Section 3(a) shall be distributed ratably among the holders of shares of this Series in proportion to the number of shares of this Series held. After payment to the holders of shares of this Series of the full amount to which such holders are entitled as set forth above, the holders of shares of this Series shall have no right or claim to any of the remaining assets of the Corporation. (b) If upon any such dissolution, liquidation or winding up of the affairs of the Corporation, the assets of the Corporation distributable among the holders of shares of this Series and the holders of all other classes or series of shares of the Corporation ranking on a parity with the shares of this Series shall be insufficient to permit the payment to them of the full preferential amounts to which they are entitled, then the entire assets of the Corporation so to be distributed shall be distributed ratably among the holders of shares of this Series and such Holders shall be entitled other classes or series of shares of the Corporation in proportion to no further participation in any distribution or payment in connection with any such liquidation, dissolution or winding upthe sum of the accumulated dividends and the liquidation preferences per share. (c) IfThe sale, upon any conveyance, mortgage, pledge or lease of all or substantially all the assets of the Corporation shall be deemed to be a liquidation, dissolution or winding up of the affairs of the Fund, whether voluntary or involuntary, the assets of the Fund available Corporation for distribution among the Holders of all Outstanding RVMTP Shares and any other outstanding Preferred Shares ranking on a parity with the RVMTP Shares (including, without limitation, the Auction Preferred Shares) shall be insufficient to permit the payment in full to such Holders of the Liquidation Preference of such RVMTP Shares plus accumulated and unpaid dividends and other distributions on such shares as provided in Section 2.3(b) above and the amounts due upon liquidation with respect to such other Preferred Shares, then such available assets shall be distributed among the Holders of such RVMTP Shares and such other Preferred Shares ratably in proportion to the respective preferential liquidation amounts to which they are entitled. In connection with any liquidation, dissolution or winding up of the affairs of the Fund, whether voluntary or involuntary, unless and until the Liquidation Preference on each Outstanding RVMTP Share plus accumulated and unpaid dividends and other distributions on such shares as provided in Section 2.3(b) above have been paid in full to the Holders of such shares, no dividends, distributions or other payments will be made on, and no redemption, purchase or other acquisition by the Fund will be made by the Fund in respect of, the Common Shares. (d) Neither the sale of all or substantially all of the property or business of the Fund, nor the merger, consolidation or reorganization of the Fund into or with any other business or statutory trust, corporation or other entity, nor the merger, consolidation or reorganization of any other business or statutory trust, corporation or other entity into or with the Fund shall be a dissolution, liquidation or winding up, whether voluntary or involuntary, for the purpose purposes of this Section 2.33.

Liquidation Rights. (ai) The RVMTP Shares shall rank on parity with each other, with shares of any other Series of RVMTP Shares, and with shares of any other class or series of Preferred Shares (including the Auction Preferred Shares) as to distribution of assets upon dissolution, liquidation, or winding-up of the affairs of the Fund. In this regard, the provisions of this Section 2.3 shall be applied consistently with Section 11.3 of the Auction Preferred Statement and with all other Preferred Shares such that Holders of the RVMTP Shares and holders of the Auction Preferred Shares and any other Preferred Shares are treated on parity with one another with respect to any such distribution. (b) In the event of Upon any liquidation, dissolution or winding up of the affairs of the FundCorporation, whether voluntary or involuntary, the Holders of RVMTP Shares shall be entitled to receive out of the assets of the Fund available for distribution to shareholders, after satisfying claims of creditors but including a Sale Transaction (as defined below) before any distribution or payment shall be made in respect to the holders of any Junior Stock, subject to the rights of any series of Preferred Stock that may from time to time come into existence and which is expressly senior to the rights of the Common SharesSeries A Preferred Stock, a liquidation distribution equal to the Liquidation Preference for such shares, plus an amount equal to all unpaid dividends and other distributions on such shares accumulated to (but excluding) the date fixed for such distribution or payment on such shares (whether or not earned or declared by the Fund, but without interest thereon), and such Holders holders of Series A Preferred Stock shall be entitled to no further participation be paid in cash out of the assets of the Corporation (or in the case of a Sale Transation in the form of the consideration provided for by the terms thereof) an amount per share of Series A Preferred Stock equal to 100% of the Series A Accreted Value (the "Liquidation Preference") determined as of the day of payment of the Liquidation ---------------------- Preference, for each share of Series A Preferred Stock held by each such holder. If, upon any such liquidation, dissolution or winding up, including a Sale Transaction, the assets of the Corporation shall be insufficient to make payment in full of the Liquidation Preference to all holders of Series A Preferred Stock, then such assets shall be distributed among the holders of Series A 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 A Preferred Stock and any other distribution or payment that may be required with respect to any series of Preferred Stock that may from time to time come into existence and which is expressly senior to the rights of the Common Stock, the assets of the Corporation legally available for distribution, if any, shall be distributed ratably to the holders of the Common Stock and the Series A Preferred Stock, pro-rata based upon the number of shares of Common Stock held by such holders, assuming conversion of the Series A Preferred Stock into Common Stock in accordance with the provisions of section (d) below. Notwithstanding the foregoing, if in connection with any such liquidation, dissolution or winding up. (c) If, upon any liquidation, dissolution or winding up of the affairs of the Fund, whether voluntary or involuntary, the assets of the Fund available for distribution among the Holders of all Outstanding RVMTP Shares and any other outstanding Preferred Shares ranking on including a parity with the RVMTP Shares (including, without limitationSale Transaction, the Auction Preferred Shares) shall be insufficient holders of Common Stock (before giving effect to permit the payment in full to such Holders of the Liquidation Preference but after giving effect to the payment of such RVMTP Shares plus accumulated the liquidation preference of any other class of Preferred Stock and unpaid assuming conversion in full of the outstanding shares of Series A Preferred Stock into Common Stock) would receive consideration with a value of at least $____ [five times the initial Series A Preferred Conversion Price] (as adjusted for stock splits, stock dividends and other distributions on such shares as provided in Section 2.3(b) above of Common Stock, combinations, recapitalizations and the amounts due upon liquidation like with respect to such other Preferred Sharesthe Common Stock) per share of Common Stock, then in lieu of the Liquidation Preference plus participation with the Common Stock provided for above, the holders of the Series A Preferred Stock shall receive the amount that they would be entitled to receive if all shares of Series A Preferred Stock were converted to Common Stock immediately prior to such available assets shall be distributed among the Holders of such RVMTP Shares and such other Preferred Shares ratably in proportion to the respective preferential liquidation amounts to which they are entitled. In connection with any liquidation, dissolution or winding up of the affairs of the Fund, whether voluntary or involuntary, unless and until the Liquidation Preference on each Outstanding RVMTP Share plus accumulated and unpaid dividends and other distributions on such shares as provided in Section 2.3(b) above have been paid in full to the Holders of such shares, no dividends, distributions or other payments will be made on, and no redemption, purchase or other acquisition by the Fund will be made by the Fund in respect of, the Common Shares. (d) Neither the sale of all or substantially all of the property or business of the Fund, nor the merger, consolidation or reorganization of the Fund into or with any other business or statutory trust, corporation or other entity, nor the merger, consolidation or reorganization of any other business or statutory trust, corporation or other entity into or with the Fund shall be a dissolution, liquidation or winding up, whether voluntary or involuntary, including a Sale Transaction. The Corporation shall not enter into any Sale Transaction that does not provide for the purpose treatment of the holders of Series A Preferred Stock in a manner consistent with the provisions of this Section 2.3(c) (including, without limitation, Section (c)(iv)) (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). 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 which event the rights, preferences and privileges of the holders of the Series A Preferred Stock shall revert to and be the same as such rights, preferences and privileges existing immediately prior to the date of the first notice referred to in Section (c)(v). 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 Preferred Stock, such share of Series A Preferred Stock shall be deemed to be retired and shall no longer be outstanding. (ii) The following events (each a "Sale Transaction") shall be considered a ---------------- liquidation under this Section (c): (B) a sale, lease or other disposition of all or substantially all of the assets of the Corporation (an "Asset Transfer"). -------------- (iii) In any of the events set forth in subparagraph (ii), if the consideration received by the Corporation or its stockholders is other than cash, its value will be deemed its fair market value as determined in good faith by the Board of Directors and the holders of a majority of the outstanding Series A Preferred Stock. Any securities shall be valued as follows: (A) Securities not subject to restrictions on free marketability covered by subparagraph (B) below: (1) If traded on a securities exchange or through the Nasdaq National Market (or a similar national quotation system), the value shall be deemed to be the average of the closing prices of the securities on such quotation system over the 20-day period ending three days prior to the closing; (2) If actively traded over-the-counter, the value shall be deemed to be the average of the closing bid or sale prices (whichever is applicable) over the 20-day period ending three days prior to the closing; and (3) If there is no active public market, the value shall be the fair market value thereof, as determined in good faith by the Board of Directors and the holders of a majority of the outstanding Series A Preferred Stock. (B) The method of valuation of securities subject to restrictions on free marketability (other than restrictions arising solely by virtue of a stockholder's status as an affiliate or former affiliate) shall be to make an appropriate discount from the market value determined as above in subparagraphs (iii)(A)(1), (2) or (3) to reflect the approximate fair market value thereof, as determined in good faith by the Board of Directors and the holders of a majority of the outstanding Series A Preferred Stock. (iv) Notwithstanding any other provision of this Section (c), if any Acquisition is approved by both (A) the vote of the holders of at least a majority of the Series A Preferred Stock, voting as a single class, and (B) a vote sufficient under the Delaware General Corporation Law, this Certificate and the Bylaws of the Corporation, then such Acquisition and the rights of the holders of Common Stock and Preferred Stock in connection with such Acquisition will be governed by the documents to be entered into in connection with such Acquisition. (v) Written notice of any such liquidation, dissolution or winding up, including any Sale Transaction, of the Corporation within the meaning of this Section (c), which states the payment date, the place where said payments shall be made and the date as to such shares (which shall be not less than 10 days after the date of such notice), shall be given by first class mail, postage prepaid, or by telecopy or facsimile, not less than 20 days prior to the payment date stated therein, to the then holders of record of Series A Preferred Stock, such notice to be addressed to each such holder at its address as shown on the records of the Corporation.

Liquidation Rights. (a) The RVMTP Shares shall rank on parity with each other, with So long as any of the shares of any Preferred Stock shall be issued and outstanding, if the Association shall be voluntarily or involuntarily liquidated, dissolved or wound up, the holders of the then issued and outstanding shares of Preferred Stock will have a preference per share against the property of the Association available for distribution to the holders of the Association's capital stock (other Series than capital stock to which shares of RVMTP SharesPreferred Stock are junior upon liquidation) equal to $100,000 plus the amount of dividends that are declared and unpaid, if any, as of the date of payment of such preference, and with such preference will be paid on, or set apart in full for the holders of, shares of Preferred Stock then issued and outstanding before any distribution or payment will be made to the holders of shares of common stock or other class or series capital stock of the Association which are junior to the shares of Preferred Shares (including Stock upon liquidation. In case the Auction amounts available for distribution upon such liquidation to holders of shares of Preferred Shares) as Stock and other capital stock ranking on a parity therewith upon liquidation are not sufficient to pay such holders in full the amounts to which they are entitled, the holders of shares of Preferred Stock and other stock ranking on a parity therewith upon liquidation will be entitled to a distribution of assets upon dissolutionratably, liquidation, or winding-up in proportion to the sums that would be payable to such holders if all such sums were paid in full. After payment of the affairs full amount of the Fund. In this regardliquidating distribution to which they are entitled, the provisions holders of this Section 2.3 shares of Preferred Stock will not be entitled to any further participation in any distribution of assets by the Association. Neither the consolidation nor merger of the Association into or with another corporation or corporations, nor the sale, lease or exchange (for cash, shares of equity stock, securities or other consideration) of all or substantially all of the property and assets of the Association, nor the distribution to the stockholders of the Association of all or substantially all of the consideration for such sale, unless such consideration (apart from assumption of liabilities) or the net proceeds thereof consists substantially or entirely of cash, shall be applied consistently with Section 11.3 of the Auction Preferred Statement and with all other Preferred Shares such that Holders of the RVMTP Shares and holders of the Auction Preferred Shares and any other Preferred Shares are treated on parity with one another with respect to any such distribution. (b) In the event of any deemed a liquidation, dissolution or winding up of the affairs Association within the meaning of the Fund, whether voluntary or involuntary, the Holders provisions hereof relating to shares of RVMTP Shares shall be entitled to receive out of the assets of the Fund available for distribution to shareholders, after satisfying claims of creditors but before any distribution or payment shall be made in respect of the Common Shares, a liquidation distribution equal to the Liquidation Preference for such shares, plus an amount equal to all unpaid dividends and other distributions on such shares accumulated to (but excluding) the date fixed for such distribution or payment on such shares (whether or not earned or declared by the Fund, but without interest thereon), and such Holders shall be entitled to no further participation in any distribution or payment in connection with any such liquidation, dissolution or winding upPreferred Stock. (c) If, upon any liquidation, dissolution or winding up of the affairs of the Fund, whether voluntary or involuntary, the assets of the Fund available for distribution among the Holders of all Outstanding RVMTP Shares and any other outstanding Preferred Shares ranking on a parity with the RVMTP Shares (including, without limitation, the Auction Preferred Shares) shall be insufficient to permit the payment in full to such Holders of the Liquidation Preference of such RVMTP Shares plus accumulated and unpaid dividends and other distributions on such shares as provided in Section 2.3(b) above and the amounts due upon liquidation with respect to such other Preferred Shares, then such available assets shall be distributed among the Holders of such RVMTP Shares and such other Preferred Shares ratably in proportion to the respective preferential liquidation amounts to which they are entitled. In connection with any liquidation, dissolution or winding up of the affairs of the Fund, whether voluntary or involuntary, unless and until the Liquidation Preference on each Outstanding RVMTP Share plus accumulated and unpaid dividends and other distributions on such shares as provided in Section 2.3(b) above have been paid in full to the Holders of such shares, no dividends, distributions or other payments will be made on, and no redemption, purchase or other acquisition by the Fund will be made by the Fund in respect of, the Common Shares. (d) Neither the sale of all or substantially all of the property or business of the Fund, nor the merger, consolidation or reorganization of the Fund into or with any other business or statutory trust, corporation or other entity, nor the merger, consolidation or reorganization of any other business or statutory trust, corporation or other entity into or with the Fund shall be a dissolution, liquidation or winding up, whether voluntary or involuntary, for the purpose of this Section 2.3.

Liquidation Rights. (aA) The RVMTP Shares shall rank on parity with each other, with shares of any other Series of RVMTP Shares, and with shares of any other class or series of Preferred Shares (including Upon the Auction Preferred Shares) as to distribution of assets upon dissolution, liquidation, or winding-up of the affairs of the Fund. In this regard, the provisions of this Section 2.3 shall be applied consistently with Section 11.3 of the Auction Preferred Statement and with all other Preferred Shares such that Holders of the RVMTP Shares and holders of the Auction Preferred Shares and any other Preferred Shares are treated on parity with one another with respect to any such distribution. (b) In the event of any liquidation, dissolution liquidation or winding up of the affairs of the Fundthis Corporation, whether voluntary or involuntary, the Holders of RVMTP Shares shall be entitled to receive out of the assets of the Fund this Corporation available for distribution to shareholdersstockholders, after satisfying claims before any payment or distribution shall be made on the Common Stock or on any other class of creditors but stock ranking junior to the Preferred Stock, an amount to $1.00 per share (the “Per Share Liquidation Value”), before any distribution or payment is made on the Common Stock. This Corporation shall be made in respect make appropriate filings under state Uniform Commercial Code statutes to perfect a first priority security interest of the Common SharesHolders of the Preferred Stock in the assets of this Corporation. For purposes of this Section 4, the merger or consolidation of this Corporation or the sale, lease or conveyance of all or a liquidation distribution equal substantial part of this Corporation’s assets shall not be deemed to the Liquidation Preference for such shares, plus an amount equal to all unpaid dividends and other distributions on such shares accumulated to (but excluding) the date fixed for such distribution or payment on such shares (whether or not earned or declared by the Fund, but without interest thereon), and such Holders shall be entitled to no further participation in any distribution or payment in connection with any such liquidation, dissolution or winding up. (c) If, upon any a liquidation, dissolution or winding up of this Corporation. After the affairs payment to the Holders of the Fundfull Per Share Liquidation Value provided for in this Section 4, whether voluntary the Holders as such shall have no right or involuntary, claim to any of the remaining assets of this Corporation. (B) In the event the assets of the Fund this Corporation available for distribution among to the Holders upon any dissolution, liquidation or winding up of all Outstanding RVMTP Shares and any other outstanding Preferred Shares ranking on a parity with the RVMTP Shares (including, without limitation, the Auction Preferred Shares) this Corporation shall be insufficient to permit the payment pay in full all amounts to which such Holders are entitled pursuant to this Section 4, no such distribution shall be made upon account of any shares of any other stock with liquidation preference pari passu with the Preferred Stock upon such dissolution, liquidation or winding up unless proportionate distributive amounts shall be paid on account of the Liquidation Preference shares of such RVMTP Shares plus accumulated and unpaid dividends and other distributions on such shares as provided in Section 2.3(b) above and the amounts due upon liquidation with respect to such other Preferred SharesStock, then such available assets shall be distributed among the Holders of such RVMTP Shares and such other Preferred Shares ratably ratably, in proportion to the respective preferential liquidation full distributable amounts to which they holders of all such other stock and Preferred Stock are entitled. respectively entitled upon such dissolution, liquidation or winding up. (C) In connection with the event of any voluntary or involuntary liquidation, dissolution or winding up of this Corporation which will involve the affairs distribution of assets other than cash, this Corporation shall promptly engage competent independent appraisers to determine the value of the Fundassets to be distributed. This Corporation shall, whether voluntary or involuntary, unless and until the Liquidation Preference on each Outstanding RVMTP Share plus accumulated and unpaid dividends and other distributions on upon receipt of such shares as provided in Section 2.3(b) above have been paid in full appraiser’s valuation give prompt written notice to the Holders of such shares, no dividends, distributions or other payments will be made on, and no redemption, purchase or other acquisition by the Fund will be made by the Fund in respect of, the Common Sharesappraiser’s valuation. (d) Neither the sale of all or substantially all of the property or business of the Fund, nor the merger, consolidation or reorganization of the Fund into or with any other business or statutory trust, corporation or other entity, nor the merger, consolidation or reorganization of any other business or statutory trust, corporation or other entity into or with the Fund shall be a dissolution, liquidation or winding up, whether voluntary or involuntary, for the purpose of this Section 2.3.

Liquidation Rights. (a) The RVMTP Shares shall rank on parity with each other, with shares of any other Series of RVMTP Shares, and with shares of any other class or series of Preferred Shares (including the Auction Preferred Shares) as to distribution of assets upon dissolution, liquidation, or winding-up of the affairs of the Fund. In this regard, the provisions of this Section 2.3 shall be applied consistently with Section 11.3 of the Auction Preferred Statement and with all other Preferred Shares such that Holders of the RVMTP Shares and holders of the Auction Preferred Shares and any other Preferred Shares are treated on parity with one another with respect to any such distribution. (b) In the event of any Upon a liquidation, dissolution or winding up of the affairs of the Fund, Fund (whether voluntary or involuntary), holders of the Holders of RVMTP Preferred Shares then outstanding shall be entitled to receive receive, out of the assets of the Fund available for distribution to shareholdersstockholders, after satisfying claims of creditors (including the holders of the Notes) but before any distribution or payment shall be of assets is made in respect to holders of the Common SharesStock or any other class of stock ranking junior to the Preferred Shares as to liquidation payments, a liquidation distribution equal to in the Liquidation Preference for such shares, amount of $100,000 per share plus an amount equal to all accumulated and unpaid dividends and other distributions on such shares accumulated to (but excluding) the date fixed for such distribution or payment on such shares (whether or not earned or declared by the Fund, but without interest thereon), and such Holders shall be entitled interest) to no further participation in any distribution or payment in connection with any such liquidation, dissolution or winding up. (c) the date of the final distribution. If, upon any liquidation, dissolution or winding up of the affairs of the Fund, whether voluntary or involuntary, the assets of the Fund available for distribution among the Holders of all Outstanding RVMTP Shares and any other outstanding Preferred Shares ranking on a parity with the RVMTP Shares (including, without limitation, the Auction Preferred Shares) shall be insufficient to permit the payment in make such full payments to such Holders holders of the Liquidation Preference of such RVMTP Shares plus accumulated and unpaid dividends and other distributions on such shares as provided in Section 2.3(b) above and the amounts due upon liquidation with respect to such other Preferred Shares, then such available assets shall be distributed among the Holders holders of such RVMTP Shares and such other Preferred Shares ratably in proportion ratably, according to the respective preferential liquidation amounts which would be payable on all such Preferred Shares if all amounts thereon were paid in full. So long as the Surety Bond is in effect, to which they are entitled. In connection with the extent of any such insufficiency and provided Financial Security has consented to such liquidation, dissolution or winding up Financial Security will pay the remaining liquidation preference to the holders of the affairs Preferred Shares at the time of liquidation. If Financial Security has not consented to such liquidation, it shall continue to guarantee Scheduled Payments on the Preferred Shares (including dividend payments and the liquidation preference to the extent thereof not paid in liquidation) until the expiration of the FundSurety Bond, whether voluntary or involuntary, unless and until the Liquidation Preference on each Outstanding RVMTP Share plus accumulated and unpaid dividends and other distributions on such shares as provided in Section 2.3(b) above have been paid in full to the Holders of such shares, no dividends, distributions or other payments will be made on, and no redemption, purchase or other acquisition by the Fund will be made by the Fund in respect of, the Common Shares. (d) Neither the sale of all or substantially all at which time payment of the property or business unpaid liquidation preference of the Fund, nor the merger, consolidation or reorganization of the Fund into or with any other business or statutory trust, corporation or other entity, nor the merger, consolidation or reorganization of any other business or statutory trust, corporation or other entity into or with the Fund Preferred Shares shall be a dissolution, liquidation or winding up, whether voluntary or involuntary, for the purpose of this Section 2.3.paid by Financial Security. See "Surety Arrangement--

Liquidation Rights. (a) The RVMTP Shares shall rank on parity with each other, with shares of any other Series of RVMTP Shares, and with shares of any other class or series of Preferred Shares (including the Auction Preferred Shares) as to distribution of assets upon dissolution, liquidation, or winding-up of the affairs of the Fund. In this regard, the provisions of this Section 2.3 shall be applied consistently with Section 11.3 of the Auction Preferred Statement and with all other Preferred Shares such that Holders of the RVMTP Shares and holders of the Auction Preferred Shares and any other Preferred Shares are treated on parity with one another with respect to any such distribution. (b) In the event of a. Upon any liquidation, dissolution dissolution, or winding up of the affairs of the FundCompany, whether voluntary or involuntary, the Holders of RVMTP Shares shall be entitled to receive out of the assets of the Fund available for distribution to shareholders, after satisfying claims of creditors but before any distribution or payment shall be made in respect of the Common Shares, a liquidation distribution equal to the Liquidation Preference for such sharesholders of any Junior Stock, plus an amount equal subject to all unpaid dividends the rights of any other series of Preferred Stock that may from time to time come into existence, the holders of B Preferred and other distributions on such shares accumulated to (but excluding) the date fixed for such distribution or payment on such shares (whether or not earned or declared by the Fund, but without interest thereon), and such Holders holders of C Preferred shall be entitled to no further participation be paid, pari passu, out of the assets of the Company an amount (i) per share of B Preferred equal to the original issue price of the B Preferred plus all declared and unpaid dividends on B Preferred (as adjusted for any stock dividends, combinations, splits, recapitalizations and the like occurring after the effective date of these Third Amended and Restated Articles of Incorporation with respect to such shares) for each share of B Preferred held by them as set forth in Section E(3)(a) above and (ii) per share of C Preferred equal to the Original Issue Price (as adjusted for any distribution or payment in connection stock dividends, combinations, splits, recapitalizations and the like occurring after the effective date of these Third Amended and Restated Articles of Incorporation with respect to such shares) for each share of C Preferred held by them. If, upon any such liquidation, dissolution distribution, or winding up. (c) If, upon any liquidation, dissolution or winding up of the affairs of the Fund, whether voluntary or involuntary, the assets of the Fund available for distribution among the Holders of all Outstanding RVMTP Shares and any other outstanding Preferred Shares ranking on a parity with the RVMTP Shares (including, without limitation, the Auction Preferred Shares) Company shall be insufficient to permit the make payment in full to such Holders all holders of B Preferred and all holders of C Preferred of the Liquidation Preference of such RVMTP Shares plus accumulated and unpaid dividends and other distributions on such shares as provided liquidation preferences set forth in Section 2.3(bE(3)(a) above and this Section 3, respectively, subject to the amounts due upon liquidation with respect rights of any other series of Preferred Stock that may from time to such other Preferred Sharestime come into existence, then such available assets shall be distributed among the Holders holders of such RVMTP Shares B Preferred and such other the holders of C Preferred Shares at the time outstanding, ratably in proportion to the respective preferential liquidation full amounts to which they are would otherwise be respectively entitled. In connection with any liquidation, dissolution or winding up . b. After the payment of the affairs full liquidation preference of the Fund, whether voluntary or involuntary, unless and until the Liquidation Preference on each Outstanding RVMTP Share plus accumulated and unpaid dividends and other distributions on such shares C Preferred as provided set forth in Section 2.3(b) above have been paid 3(a), the payment of the full liquidation preference of the B Preferred as set forth in Section E(3)(a),the payment of the full liquidation preference of the A Preferred as set forth in Section D(3)(a), 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 remaining assets of the Company legally available for distribution, if any, shall be distributed ratably to the Holders holders of such shares, no dividends, distributions the Common Stock. c. The following events shall be considered a liquidation under this Section 3: (i) any consolidation or merger of the Company with or into any other corporation or other payments will be made onentity or person, and no redemptionor any other corporate reorganization, purchase in which the shareholders of the Company immediately prior to such consolidation, merger or reorganization, own less than 50% of the Company’s voting power immediately after such consolidation, merger or reorganization, or any transaction or series of related transactions to which the Company is a party in which in excess of fifty percent (50%) of the Company’s voting power is transferred, excluding any consolidation or merger effected exclusively to change the domicile of the Company (an “Acquisition”); (ii) a sale, lease or other acquisition by the Fund will be made by the Fund in respect of, the Common Shares. (d) Neither the sale disposition of all or substantially all of the property or business assets of the FundCompany (an “Asset Transfer”); (iii) in any of such events, nor if the mergerconsideration received by this corporation is other than cash, consolidation or reorganization its value will be deemed its fair market value as determined in good faith by the Board of the Fund into or with any other business or statutory trust, corporation Directors. Any securities shall be valued as follows: (A) Securities not subject to investment letter or other entity, nor the merger, consolidation or reorganization of any other business or statutory trust, corporation or other entity into or with the Fund shall be a dissolution, liquidation or winding up, whether voluntary or involuntary, for the purpose of this Section 2.3.similar restrictions on free marketability covered by (B) below:

Liquidation Rights. (a) The RVMTP Shares shall rank on parity with each other, with shares Subject to the rights of any other Series of RVMTP Shares, and with shares of any other class or series of Preferred Shares (including Limited Partnership Interests which by its terms expressly ranks senior to the Auction Series D Preferred Shares) as Limited Partnership Interests in respect of the right to receive payment of the distribution of assets upon dissolution, liquidation, or winding-up liquidation of the affairs of the Fund. In this regardPartnership, the provisions of this Section 2.3 shall be applied consistently with Section 11.3 of the Auction Preferred Statement and with all other Preferred Shares such that Holders of the RVMTP Shares and holders of the Auction Preferred Shares and which may from time to time come into existence, upon any other Preferred Shares are treated on parity with one another with respect to any such distribution. (b) In the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the FundPartnership, whether voluntary or involuntarythen, the Holders of RVMTP Shares shall be entitled to receive out of the assets of the Fund available for distribution to shareholders, after satisfying claims of creditors but before any distribution or payment shall be made in respect to the holders of any units of Common Partnership Interests or any other class or series of partnership interests of the Common Shares, a liquidation Partnership ranking junior to Series D Preferred Limited Partnership Interests in the distribution equal to the Liquidation Preference for such shares, plus an amount equal to all unpaid dividends and other distributions on such shares accumulated to (but excluding) the date fixed for such distribution or payment on such shares (whether or not earned or declared by the Fund, but without interest thereon), and such Holders shall be entitled to no further participation in any distribution or payment in connection with any such liquidation, dissolution or winding up. (c) If, of assets upon any liquidation, dissolution or winding up of the affairs of the Fund, whether voluntary or involuntaryPartnership, the holders of units of the Series D Preferred Limited Partnership Interests shall be entitled to receive out of assets of the Fund Partnership legally available for distribution among to stockholders, liquidation distributions in the amount of the liquidation preference of $25.00 per unit, plus an amount equal to all distributions accrued and unpaid thereon (the "Liquidation Preference"). Holders of Series 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, the 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, upon any such voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Partnership, the available assets of the Partnership are insufficient to pay the amount of the liquidation distributions on all Outstanding RVMTP Shares outstanding units of Series D Preferred Limited Partnership Interests and any the corresponding amounts payable on all units of other outstanding Preferred Shares classes or series of partnership interests of the Partnership ranking on a parity with Series D Preferred Limited Partnership Interests in the RVMTP Shares (including, without limitation, the Auction Preferred Shares) shall be insufficient to permit the payment in full to such Holders distribution of the Liquidation Preference of such RVMTP Shares plus accumulated and unpaid dividends and other distributions on such shares as provided in Section 2.3(b) above and the amounts due assets upon liquidation with respect to such other Preferred Shares, then such available assets shall be distributed among the Holders of such RVMTP Shares and such other Preferred Shares ratably in proportion to the respective preferential liquidation amounts to which they are entitled. In connection with any liquidation, dissolution or winding up of the affairs of the FundPartnership ("Parity Units"), whether voluntary or involuntary, unless then the holders of units of Series D Preferred Limited Partnership Interests and until the Liquidation Preference on each Outstanding RVMTP Share plus accumulated and unpaid dividends and other distributions on Parity Units shall share ratably in any such shares as provided distribution of assets in Section 2.3(b) above have been paid in full proportion to the Holders of such shares, no dividends, full liquidating distributions or other payments will to which they would otherwise be made on, and no redemption, purchase or other acquisition by the Fund will be made by the Fund in respect of, the Common Sharesrespectively entitled. (db) Neither A consolidation or merger of the sale Partnership with or into any other entity or entities, or a sale, lease, conveyance or disposition of all or substantially all of the property or business assets of the Fund, nor Partnership or the merger, consolidation effectuation by the Partnership of a transaction or reorganization series of related transactions in which more than 50% of the Fund into or with any other business or statutory trustvoting power of the Partnership is disposed of, corporation or other entity, nor the merger, consolidation or reorganization of any other business or statutory trust, corporation or other entity into or with the Fund shall not be deemed to be a dissolutionliquidation, liquidation dissolution or winding up, whether voluntary or involuntary, for up of the purpose affairs of the Partnership within the meaning of this Section 2.3A.3.

Liquidation Rights. (a) The RVMTP Shares shall rank on parity with each other, with shares of any other Series of RVMTP Shares, and with shares of any other class or series of Preferred Shares (including the Auction Preferred Shares) as to distribution of assets upon dissolution, liquidation, or winding-up of the affairs of the Fund. In this regard, the provisions of this Section 2.3 shall be applied consistently with Section 11.3 of the Auction Preferred Statement and with all other Preferred Shares such that Holders of the RVMTP Shares and holders of the Auction Preferred Shares and any other Preferred Shares are treated on parity with one another with respect to any such distribution. (b) 3.1 In the event of any liquidation, winding-up or dissolution or winding up of the affairs of the FundCorporation, whether voluntary or involuntary, or the Holders commencement of RVMTP Shares any bankruptcy, insolvency or similar proceeding by or on behalf of the Corporation, whether voluntary or involuntary (a “Liquidation Event”), each Holder shall be entitled to receive and to be paid out of the assets of the Fund Corporation available for distribution to shareholders, after satisfying claims of creditors but before any distribution or payment shall be made in respect of the Common Shares, a liquidation distribution its shareholders an amount equal to the greater of (i) the Liquidation Preference for each outstanding share of Series B Preferred Stock held by such sharesHolder, plus an amount equal to all unpaid dividends and other distributions on such shares accumulated to (but excludingii) the date fixed for amount that would have been received by such distribution or payment on Holder pursuant to the Liquidation Event had such Holder converted all of its shares of Series B Preferred Stock into Common Stock immediately prior to the occurrence of the Liquidation Event (whether or not earned or declared by without regard to the Fundconversion limitation set forth in the proviso of the first sentence of Section 7.1 hereof) (such greater amount, but without interest thereonthe “Liquidation Payment”), in either case, in preference to the holders of, and such before any payment or distribution is made on (or any setting apart for any payment or distribution), any other class or series of stock of the Corporation. After the payment to the Holders shall of the Liquidation Payment for each outstanding share of Series B Preferred Stock, the Holders will not be entitled to no any further participation in any distribution of assets by the Corporation. 3.2 For the purposes of this Section 3, any Acquisition shall be deemed a Liquidation Event and shall entitle the holders of the Series B Preferred Stock to receive for each share of Series B Preferred held at the closing of such Acquisition in cash, securities or payment other property the amount as specified in Section 3.1. Whenever the distribution provided for in this Section shall be payable in securities or property other than cash, the value of such distribution shall be the fair market value of such securities or other property as determined in good faith by the Board of Directors. 3.3 All distributions made with respect to the Series B Preferred Stock in connection with any such liquidation, dissolution or winding up. (c) Liquidation Event shall be made pro rata to the Holders. If, upon any liquidation, dissolution or winding up of the affairs of the Fund, whether voluntary or involuntarya Liquidation Event, the assets of the Fund Corporation legally available for distribution among the Holders of all Outstanding RVMTP Shares and any other outstanding Preferred Shares ranking on a parity with the RVMTP Shares (including, without limitation, the Auction Preferred Shares) shall be therefor are insufficient to permit pay the payment in full to such Holders amount of the Liquidation Preference of such RVMTP Shares plus accumulated and unpaid dividends and other liquidating distributions on such all outstanding shares as provided in Section 2.3(b) above and the amounts due upon liquidation with respect to such other of Series B Preferred SharesStock, then the holders of the Series B Preferred Stock will share ratably in any such available distribution of assets shall be distributed among the Holders of such RVMTP Shares and such other Preferred Shares ratably in proportion to the respective preferential liquidation amounts full liquidating distributions to which they are would otherwise respectively be entitled. In connection with any liquidation, dissolution or winding up of the affairs of the Fund, whether voluntary or involuntary, unless and until the Liquidation Preference on each Outstanding RVMTP Share plus accumulated and unpaid dividends and other distributions on such shares as provided in Section 2.3(b) above have been paid in full to the Holders of such shares, no dividends, distributions or other payments will be made on, and no redemption, purchase or other acquisition by the Fund will be made by the Fund in respect of, the Common Shares. (d) Neither the sale of all or substantially all of the property or business of the Fund, nor the merger, consolidation or reorganization of the Fund into or with any other business or statutory trust, corporation or other entity, nor the merger, consolidation or reorganization of any other business or statutory trust, corporation or other entity into or with the Fund shall be a dissolution, liquidation or winding up, whether voluntary or involuntary, for the purpose of this Section 2.3.

Liquidation Rights. (a) The RVMTP Shares shall rank on parity with each other, with shares Upon the occurrence of any other Series of RVMTP SharesLiquidation Event, and with shares of any other class or series of Preferred Shares (including the Auction Preferred Shares) as to distribution of assets upon dissolution, liquidation, or winding-up of the affairs of the Fund. In this regard, the provisions of this Section 2.3 shall be applied consistently with Section 11.3 of the Auction Preferred Statement and with all other Preferred Shares such that Interest Holders of the RVMTP Shares and holders of the Auction Preferred Shares and any other Preferred Shares are treated on parity with one another with respect to any such distribution. (b) In the event of any liquidation, dissolution or winding up of the affairs of the Fund, whether voluntary or involuntary, the Holders of RVMTP Shares shall be entitled to receive out of the assets of the Fund Partnership or proceeds thereof legally available for distribution to shareholdersthe Partners, (i) after satisfying claims satisfaction of all liabilities, if any, to creditors but of the Partnership, and (ii) before any distribution of such assets or proceeds is made to or set aside for the holders of Partnership Interests, a liquidating distribution or payment in full redemption of the Preferred Interests in an amount equal to the Preferred Interest Liquidation Preference. Preferred Interest Holders shall not be entitled to any other amounts from the Partnership, in their capacities as Preferred Interest Holders after they have received the Preferred Interest Liquidation Preference. The payment of the Preferred Interest Liquidation Preference shall be a payment in redemption of the Preferred Interests, such that, from and after payment of the full Preferred Interest Liquidation Preference, any Preferred Interests shall thereafter be cancelled and no longer be Outstanding. (b) If, in the event of any distribution or payment described in Section 16.4(a) above where the Partnership’s assets available for distribution to holders of the Preferred Interests are insufficient to satisfy the Preferred Interest Liquidation Preference, the Partnership’s then remaining assets or proceeds thereof legally available for distribution to unitholders of the Partnership shall be made in respect distributed among the holders of the Common Shares, Preferred Interests ratably on the basis of their relative aggregate Liquidation Preferences. To the extent that the Preferred Interest Holders receive a liquidation distribution equal partial payment of their Preferred Interest Liquidation Preference such partial payment shall reduce Preferred Interest Liquidation Preference of their Preferred Interests but only to the Liquidation Preference for extent of such shares, plus an amount equal to all unpaid dividends and other distributions on such shares accumulated to (but excluding) the date fixed for such distribution or payment on such shares (whether or not earned or declared by the Fund, but without interest thereon), and such Holders shall be entitled to no further participation in any distribution or payment in connection with any such liquidation, dissolution or winding uppaid. (c) If, upon any liquidation, dissolution or winding up After payment of the affairs Preferred Interest Liquidation Preference to the holders of the Fund, whether voluntary or involuntaryPreferred Interests, the Partnership’s remaining assets of the Fund available for distribution among the Holders of all Outstanding RVMTP Shares and any other outstanding Preferred Shares ranking on a parity with the RVMTP Shares (including, without limitation, the Auction Preferred Shares) shall be insufficient to permit the payment in full to such Holders of the Liquidation Preference of such RVMTP Shares plus accumulated and unpaid dividends and other distributions on such shares as provided in Section 2.3(b) above and the amounts due upon liquidation with respect to such other Preferred Shares, then such available assets funds shall be distributed among the Holders of such RVMTP Shares and such other Preferred Shares ratably in proportion to the respective preferential liquidation amounts to which they are entitled. In connection with any liquidation, dissolution or winding up holders of the affairs of the Fund, whether voluntary or involuntary, unless Partnership Interests then outstanding according to their respective rights and until the Liquidation Preference on each Outstanding RVMTP Share plus accumulated and unpaid dividends and other distributions on such shares as provided in Section 2.3(b) above have been paid in full to the Holders of such shares, no dividends, distributions or other payments will be made on, and no redemption, purchase or other acquisition by the Fund will be made by the Fund in respect of, the Common Sharespreferences. (d) Neither the sale of all or substantially all of the property or business of the Fund, nor the merger, consolidation or reorganization of the Fund into or with any other business or statutory trust, corporation or other entity, nor the merger, consolidation or reorganization of any other business or statutory trust, corporation or other entity into or with the Fund shall be a dissolution, liquidation or winding up, whether voluntary or involuntary, for the purpose of this Section 2.3.

Liquidation Rights. (a) The RVMTP Shares shall rank on parity with each other, with shares Subject to the rights of any other Series of RVMTP Shares, and with shares of any other class or series of Preferred Shares (including ranking on a parity or senior to the Auction Series G Preferred Shares) Shares as to distribution of assets amounts upon dissolution, liquidation, or winding-up of the affairs of the Fund. In this regard, the provisions of this Section 2.3 shall be applied consistently with Section 11.3 of the Auction Preferred Statement and with all other Preferred Shares such that Holders of the RVMTP Shares and holders of the Auction Preferred Shares and any other Preferred Shares are treated on parity with one another with respect to any such distribution. (b) In the event of any liquidation, dissolution or winding up of the affairs of the FundTrust which may from time to time come into existence, whether upon any voluntary or involuntaryinvoluntary liquidation, the Holders of RVMTP Shares shall be entitled to receive out dissolution or winding up of the assets affairs of the Fund available for distribution to shareholdersTrust, after satisfying claims of creditors but then, before any distribution or payment shall be made in respect to the holders of any Common Shares or any other class or series of shares of beneficial interest of the Common Shares, a liquidation Trust ranking junior to Series G Preferred Shares in the distribution equal to the Liquidation Preference for such shares, plus an amount equal to all unpaid dividends and other distributions on such shares accumulated to (but excluding) the date fixed for such distribution or payment on such shares (whether or not earned or declared by the Fund, but without interest thereon), and such Holders shall be entitled to no further participation in any distribution or payment in connection with any such liquidation, dissolution or winding up. (c) If, of assets upon any liquidation, dissolution or winding up of the affairs of the Fund, whether voluntary or involuntaryTrust, the holders of Series G Preferred Shares shall be entitled to receive out of assets of the Fund Trust legally available for distribution among to shareholders, liquidation distributions in the Holders amount of the liquidation preference of $25.00 per share, plus an amount equal to all Outstanding RVMTP distributions accrued and unpaid thereon. After payment of the full amount of the liquidating distributions to which they are entitled, the holders of Series G Preferred Shares will have no right or claim to any of the remaining assets of the Trust. In the event that, upon any such voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Trust, the available assets of the Trust are insufficient to pay the amount of the liquidation distributions on all outstanding Series G Preferred Shares and any the corresponding amounts payable on all shares of other outstanding Preferred Shares classes or series of shares of beneficial interest of the Trust ranking on a parity with the RVMTP Shares (including, without limitation, the Auction Preferred Shares) shall be insufficient to permit the payment in full to such Holders of the Liquidation Preference of such RVMTP Shares plus accumulated and unpaid dividends and other distributions on such shares as provided in Section 2.3(b) above and the amounts due upon liquidation with respect to such other Preferred Shares, then such available assets shall be distributed among the Holders of such RVMTP Shares and such other Series G Preferred Shares ratably in proportion as to the respective preferential liquidation distributions and amounts to which they are entitled. In connection with upon any liquidation, dissolution or winding up of the affairs of the FundTrust, whether voluntary or involuntaryincluding Series A Preferred Shares, unless Series B Preferred Shares, Series C Preferred Shares, Series F Preferred Shares, Series G Preferred Shares and until Series H Preferred Shares (“Parity Shares”), then the Liquidation Preference on each Outstanding RVMTP Share plus accumulated holders of Series G Preferred Shares and unpaid dividends and other distributions on Parity Shares shall share ratably in any such shares as provided distribution of assets in Section 2.3(b) above have been paid in full proportion to the Holders of such shares, no dividends, full liquidating distributions or other payments will to which they would otherwise be made on, and no redemption, purchase or other acquisition by the Fund will be made by the Fund in respect of, the Common Sharesrespectively entitled. (db) Neither A consolidation or merger of the sale Trust with or into any other entity or entities, or a sale, lease, conveyance or disposition of all or substantially all of the property or business assets of the Fund, nor Trust or the merger, consolidation effectuation by the Trust of a transaction or reorganization series of related transactions in which more than 50% of the Fund into or with any other business or statutory trustvoting power of the Trust is disposed of, corporation or other entity, nor the merger, consolidation or reorganization of any other business or statutory trust, corporation or other entity into or with the Fund shall not be deemed to be a dissolutionliquidation, liquidation dissolution or winding up, whether voluntary or involuntary, for up of the purpose affairs of the Trust within the meaning of this Section 2.34.

Liquidation Rights. (a) The RVMTP Shares shall rank on parity with each other, with shares of any other Series of RVMTP Shares, and with shares of any other class or series of Preferred Shares (including the Auction Previously Issued Preferred Shares) as to distribution of assets upon dissolution, liquidation, or winding-up of the affairs of the Fund. In this regard, the provisions of this Section 2.3 shall be applied consistently with Section 11.3 of the Auction Preferred Statement and with all other Preferred Shares such that Holders of the RVMTP Shares and holders of the Auction Preferred Shares and any all other Preferred Shares are treated on parity with one another with respect to any such distribution. (b) . In the event of any liquidation, dissolution or winding up of the affairs of the Fund, whether voluntary or involuntary, the Holders of RVMTP Shares shall be entitled to receive out of the assets of the Fund available for distribution to shareholders, after satisfying claims of creditors but before any distribution or payment shall be made in respect of the Common Shares, a liquidation distribution equal to the Liquidation Preference for such shares, plus an amount equal to all unpaid dividends and other distributions on such shares accumulated to (but excluding) the date fixed for such distribution or payment on such shares (whether or not earned or declared by the Fund, but without interest thereon), and such Holders shall be entitled to no further participation in any distribution or payment in connection with any such liquidation, dissolution or winding up. (c) . If, upon any liquidation, dissolution or winding up of the affairs of the Fund, whether voluntary or involuntary, the assets of the Fund available for distribution among the Holders of all Outstanding RVMTP Shares and any other outstanding Preferred Shares ranking on a parity with the RVMTP Shares (including, without limitation, the Auction Previously Issued Preferred Shares) shall be insufficient to permit the payment in full to such Holders of the Liquidation Preference of such RVMTP Shares plus accumulated and unpaid dividends and other distributions on such shares as provided in Section 2.3(b) above and the amounts due upon liquidation with respect to such other Preferred Shares, then such available assets shall be distributed among the Holders of such RVMTP Shares and such other Preferred Shares ratably in proportion to the respective preferential liquidation amounts to which they are entitled. In connection with any liquidation, dissolution or winding up of the affairs of the Fund, whether voluntary or involuntary, unless and until the Liquidation Preference on each Outstanding RVMTP Share plus accumulated and unpaid dividends and other distributions on such shares as provided in Section 2.3(b) above have been paid in full to the Holders of such shares, no dividends, distributions or other payments will be made on, and no redemption, purchase or other acquisition by the Fund will be made by the Fund in respect of, the Common Shares. (d) . Neither the sale of all or substantially all of the property or business of the Fund, nor the merger, consolidation or reorganization of the Fund into or with any other business or statutory trust, corporation or other entity, nor the merger, consolidation or reorganization of any other business or statutory trust, corporation or other entity into or with the Fund shall be a dissolution, liquidation or winding up, whether voluntary or involuntary, for the purpose of this Section 2.3.

Liquidation Rights. (a) The RVMTP Shares shall rank on parity with each other, with shares of any other Series of RVMTP Shares, and with shares of any other class or series of Preferred Shares (including Upon the Auction Preferred Shares) as to distribution of assets upon dissolution, liquidation, liquidation or winding-up termination of the affairs of the Fund. In this regard, the provisions of this Section 2.3 shall be applied consistently with Section 11.3 of the Auction Preferred Statement and with all other Preferred Shares such that Holders of the RVMTP Shares and holders of the Auction Preferred Shares and any other Preferred Shares are treated on parity with one another with respect to any such distribution. (b) In the event of any liquidation, dissolution or winding up of the affairs of the FundTrust, whether voluntary or involuntary, the Holders of RVMTP Outstanding ARPS of each Series, together with holders of any Shares ranking on a parity with each Series upon dissolution, liquidation or termination of the Trust, shall be entitled to receive and to be paid out of the assets of the Fund Trust (or the proceeds thereof) available for distribution to shareholders, its shareholders after satisfying satisfaction of claims of creditors but before any distribution or payment shall be made in respect of the Common Shares, a liquidation distribution Trust an amount equal to the Liquidation Preference liquidation preference with respect to such Shares. The liquidation preference for such shareseach Series shall be $25,000 per Share, plus an amount equal to all unpaid accumulated dividends and other distributions on such shares accumulated to (but excluding) the date fixed for such distribution or payment on such shares thereon (whether or not earned or declared by the Fund, but without interest thereon), and interest) to the date payment of such Holders distribution is made in full or a sum sufficient for the payment thereof is set apart with the Paying Agent. No redemption premium shall be entitled to no further participation in paid upon any distribution liquidation even if such redemption premium would be paid upon optional or payment in connection with mandatory redemption of the relevant Shares. (b) If, upon any such liquidation, dissolution or winding up. (c) If, upon any liquidation, dissolution or winding up termination of the affairs of the FundTrust, whether voluntary or involuntary, the assets of the Fund Trust available for distribution among the Holders holders of all Outstanding RVMTP Shares and any other outstanding Preferred Shares ranking on a parity with the RVMTP Shares (including, without limitation, the Auction Preferred Shares) , including ARPS, shall be insufficient to permit the payment in full to such Holders holders of the Liquidation Preference of such RVMTP Shares plus accumulated and unpaid dividends and other distributions on such shares as provided in Section 2.3(b) above and the amounts due upon liquidation with respect to such other Preferred Shareswhich they are entitled, then such available assets shall be distributed among the Holders holders of such RVMTP Shares and such other all Outstanding Preferred Shares Shares, including ARPS, ratably in proportion any such distribution of assets according to the respective preferential amounts which would be payable on all such Shares if all amounts thereon were paid in full. (c) Upon the dissolution, liquidation amounts to which they are entitled. In connection with any liquidation, dissolution or winding up termination of the affairs of the FundTrust, whether voluntary or involuntary, unless and until the Liquidation Preference on each Outstanding RVMTP Share plus accumulated and unpaid dividends and other distributions on such shares as provided in Section 2.3(b) above have been paid payment in full is made to the Holders of such sharesARPS of the liquidation distribution to which they are entitled, no dividends, distributions dividend or other payments will distribution shall be made onto the holders of Common Shares or any other shares of beneficial interest of the Trust ranking junior to ARPS upon the dissolution, liquidation or termination of the Trust and no redemptionrepurchase, purchase redemption or other acquisition for any consideration by the Fund will Trust shall be made by the Fund in respect of, of the Common SharesShares or any other shares of beneficial interest of the Trust ranking junior to ARPS upon dissolution, liquidation or termination of the Trust. (d) Neither A consolidation, reorganization or merger of the sale Trust with or into any other Person, or a sale, lease or exchange of all or substantially all of the property or business assets of the FundTrust in consideration for the issuance of equity securities of another Person, nor the mergershall not be deemed to be a liquidation, consolidation dissolution or reorganization termination of the Fund into or with any other business or statutory trust, corporation or other entity, nor the merger, consolidation or reorganization of any other business or statutory trust, corporation or other entity into or with the Fund shall be a dissolution, liquidation or winding upTrust, whether voluntary or involuntary, for the purpose purposes of this Section 2.37. (e) After the payment to the holders of Preferred Shares, including ARPS, of the full preferential amounts provided for in this Section 7, the holders of Preferred Shares, including ARPS, as such shall have no right or claim to any of the remaining assets of the Trust. (f) In the event the assets of the Trust or proceeds thereof available for distribution to the Holders of ARPS, upon any dissolution, liquidation or termination of the Trust, whether voluntary or involuntary, shall be insufficient to pay in full all amounts to which such Holders are entitled pursuant to paragraph (a) of this Section 7, no such distribution shall be made on account of any Shares ranking on a parity with ARPS unless proportionate distributive amounts shall be paid on account of ARPS, ratably, in proportion to the full distributable amounts to which holders of all such parity Shares are entitled upon such dissolution, liquidation or termination. (g) Subject to the rights of the holders of Shares ranking on a parity with ARPS with respect to the distribution of assets upon the dissolution, liquidation or termination of the Trust, after payment shall have been made in full to the Holders of ARPS as provided in paragraph (a) of this Section 7, but not prior thereto, any Shares ranking junior to ARPS with respect to the distribution of assets upon the dissolution, liquidation or termination of the Trust shall, subject to any respective terms and provisions (if any) applying thereto, be entitled to receive any and all assets remaining to be paid or distributed, and the Holders of ARPS shall not be entitled to share therein.

Liquidation Rights. (a) The RVMTP Shares shall rank on parity with each other, with shares of any other Series of RVMTP Shares, and with shares of any other class or series of Preferred Shares (including the Auction Preferred Shares) as to distribution of assets upon dissolution, liquidation, or winding-up of the affairs of the Fund. In this regard, the provisions of this Section 2.3 shall be applied consistently with Section 11.3 of the Auction Preferred Statement and with all other Preferred Shares such that Holders of the RVMTP Shares and holders of the Auction Preferred Shares and any other Preferred Shares are treated on parity with one another with respect to any such distribution. (b) a. In the event of any liquidation, dissolution or winding up of the affairs of the FundCorporation, whether either voluntary or involuntary, the Holders holders of RVMTP Shares the Series D Preferred 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 Fund available for distribution Corporation to shareholders, after satisfying claims of creditors but before any distribution or payment shall be made in respect the holders of the Common SharesStock, the amount of twenty-five cents ($0.25) per share (the "Original Issue Price") (as adjusted for any stock dividends, combinations or splits with respect to such shares) plus all accrued or declared but unpaid dividends on each share of Series D Preferred Stock held by such holders (the "Preferential Amount"). The right of the holders of Shares of Series D Preferred Stock to a preference in such a liquidation distribution equal to the Liquidation Preference for such shares, plus an amount equal to all unpaid dividends and other distributions on such shares accumulated to (but excluding) the date fixed for such distribution or payment on such shares (whether or not earned or declared by the Fund, but without interest thereon), and such Holders shall be entitled to no further participation in any distribution or payment in connection with any such liquidation, dissolution or winding up. (c) Ifup shall in all respects be pari passu with the rights of the holders of shares of Series A Preferred Stock, Series B-Preferred Stock and Series C Preferred Stock. If upon the occurrence of any liquidation, dissolution or winding up of the affairs of the FundCorporation, whether either voluntary or involuntary, the assets of the Fund available for distribution and funds to be distributed among the Holders holders of all Outstanding RVMTP Shares and any other outstanding Series D Preferred Shares ranking on a parity with the RVMTP Shares (including, without limitation, the Auction Preferred Shares) Stock shall be insufficient to permit the payment in full to such Holders holders of the Liquidation Preference full Preferential Amount, the entire assets and funds of such RVMTP Shares plus accumulated and unpaid dividends and other distributions on such shares as provided in Section 2.3(b) above and the amounts due upon liquidation with respect to such other Preferred Shares, then such Corporation legally available assets for distribution shall be distributed ratably among the Holders holders of such RVMTP Shares and such other the Series D Preferred Shares ratably Stock in proportion to the respective preferential liquidation amounts Preferential Amount each such holder is otherwise entitled to receive. b. After payment to the holders of the Series D Preferred Stock of the Preferential Amount, the entire remaining assets and funds of the Corporation legally available for distribution, if any, shall be distributed ratably among the holders of Series D Preferred Stock and the Common Stock in proportion to the shares of Series D Preferred Stock and Common Stock then held by such holders. c. For purposes of this Section 3, (i) a merger or consolidation of the Corporation into or with another corporation (other than with a wholly owned subsidiary of this Corporation), or any other corporate reorganization in which they are entitled. In connection with any the stockholders of the Corporation will not own a majority of the outstanding shares of the surviving entity of such merger, consolidation or reorganization, or (ii) a sale, transfer or other disposition of all or substantially all of the assets of the Corporation, shall be deemed to be a liquidation, dissolution or winding up of the affairs of the Fund, whether voluntary or involuntary, unless and until the Liquidation Preference on each Outstanding RVMTP Share plus accumulated and unpaid dividends and other distributions on such shares as provided in Section 2.3(b) above have been paid in full to the Holders of such shares, no dividends, distributions or other payments will be made on, and no redemption, purchase or other acquisition by the Fund will be made by the Fund in respect of, the Common SharesCorporation. (d) Neither the sale of all or substantially all of the property or business of the Fund, nor the merger, consolidation or reorganization of the Fund into or with any other business or statutory trust, corporation or other entity, nor the merger, consolidation or reorganization of any other business or statutory trust, corporation or other entity into or with the Fund shall be a dissolution, liquidation or winding up, whether voluntary or involuntary, for the purpose of this Section 2.3.

Liquidation Rights. (a) The RVMTP Shares shall rank on parity with each other, with shares of any other Series of RVMTP Shares, and with shares of any other class or series of Preferred Shares (including the Auction Preferred Shares) as to distribution of assets upon dissolution, liquidation, or winding-up of the affairs of the Fund. In this regard, the provisions of this Section 2.3 shall be applied consistently with Section 11.3 of the Auction Preferred Statement and with all other Preferred Shares such that Holders of the RVMTP Shares and holders of the Auction Preferred Shares and any other Preferred Shares are treated on parity with one another with respect to any such distribution. (b) In the event of any liquidation, dissolution or winding up of the affairs of the Fund, whether voluntary or involuntaryLiquidation, the Holders holders of RVMTP Shares shall shares of Series A Preferred and Series B Preferred then outstanding will be entitled to receive be paid out of the assets of the Fund Corporation available for distribution to shareholdersits stockholders, after satisfying claims of creditors but whether such assets are capital, surplus, earnings or otherwise, before any distribution payment or declaration and setting apart for payment shall of any amount will be made in respect of any shares of Junior Stock, subject to the Common Sharesrights of holders of Senior Stock, a liquidation distribution if any, an amount with respect to each share of Series A Preferred and Series B Preferred outstanding equal to the then-effective Liquidation Preference per share for such shares, plus an amount equal to all declared or accrued and unpaid dividends and other distributions on such shares accumulated in respect thereof to (but excluding) the date fixed of final distribution. If upon any Liquidation, the assets to be distributed among the holders of Series A Preferred, Series B Preferred and Parity Stock, if any, are insufficient to permit the payment to such stockholders of the full preferential amounts thereof, then the entire assets of the Corporation to be distributed will be distributed ratably among the holders of Series A Preferred, Series B Preferred and Parity Stock, based on the full preferential amounts for the number of shares of Series A Preferred, Series B Preferred and Parity Stock held by each holder, subject to the rights of holders of Senior Stock, if any. (b) After payment to the holders of Series A Preferred and Series B Preferred of the amounts set forth in Section 4(a) hereof, such distribution or payment on such shares (whether or holders will not earned or declared by the Fund, but without interest thereon), and such Holders shall be entitled to no any further participation in any distribution or payment of the Corporation’s assets and the entire remaining assets and funds of the Corporation legally available for distribution, if any, will be distributed among the holders of any Capital Stock entitled to a preference over the Common Stock in connection accordance with any such liquidationthe terms thereof and, dissolution or winding upthereafter, to the holders of Common Stock. (c) If, upon any liquidation, dissolution or winding up of the affairs of the Fund, whether voluntary or involuntary, the assets of the Fund available for distribution among the Holders of all Outstanding RVMTP Shares and any other outstanding Preferred Shares ranking on a parity with the RVMTP Shares (including, without limitation, the Auction Preferred Shares) shall No funds are required to be insufficient set aside to permit the payment in full to such Holders of protect the Liquidation Preference of such RVMTP Shares plus accumulated the shares of Series A Preferred and unpaid dividends and other distributions on such shares as provided Series B Preferred, although the applicable Liquidation Preference will be substantially in Section 2.3(b) above and the amounts due upon liquidation with respect to such other Preferred Shares, then such available assets shall be distributed among the Holders of such RVMTP Shares and such other Preferred Shares ratably in proportion to the respective preferential liquidation amounts to which they are entitled. In connection with any liquidation, dissolution or winding up excess of the affairs par value of the Fund, whether voluntary or involuntary, unless shares of Series A Preferred and until the Liquidation Preference on each Outstanding RVMTP Share plus accumulated and unpaid dividends and other distributions on such shares as provided in Section 2.3(b) above have been paid in full to the Holders of such shares, no dividends, distributions or other payments will be made on, and no redemption, purchase or other acquisition by the Fund will be made by the Fund in respect of, the Common SharesSeries B Preferred. (d) Neither For purposes of this Section 4, neither a merger, consolidation, business combination, reorganization or recapitalization of the sale Corporation with or into any entity, nor a sale, lease or other disposition of all or substantially all of the property or business assets of the Fund, nor the merger, consolidation or reorganization of the Fund into or with any other business or statutory trust, corporation or other entity, nor the merger, consolidation or reorganization of any other business or statutory trust, corporation or other entity into or with the Fund shall Corporation and its subsidiaries (on a consolidated basis) will be deemed a dissolution, liquidation or winding up, whether voluntary or involuntary, for the purpose of this Section 2.3Liquidation.

Liquidation Rights. (a) The RVMTP Shares shall rank on parity with each other, with shares of any other Series of RVMTP Shares, and with shares of any other class or series of Preferred Shares (including the Auction Preferred Shares) as to distribution of assets upon dissolution, liquidation, or winding-up of the affairs of the Fund. In this regard, the provisions of this Section 2.3 shall be applied consistently with Section 11.3 of the Auction Preferred Statement and with all other Preferred Shares such that Holders of the RVMTP Shares and holders of the Auction Preferred Shares and any other Preferred Shares are treated on parity with one another with respect to any such distribution. (b) In the event of Upon any liquidation, dissolution or winding up of the affairs of the FundCorporation, whether voluntary or involuntary, the Holders of RVMTP Shares shall be entitled to receive out of the assets of the Fund available for distribution to shareholders, after satisfying claims of creditors but before any distribution or payment shall be made in respect of the Common Shares, a liquidation distribution equal to the Liquidation Preference for such sharesholders of any shares of Common Stock, plus an amount equal to all unpaid dividends and other distributions on such shares accumulated to (but excludingi) the date fixed for such distribution or payment on such shares (whether or not earned or declared by the Fund, but without interest thereon), and such Holders holders of Series A-1 Preferred shall be entitled to no further participation in be paid out of the assets of the Corporation an amount with respect to each share of Series A-1 Preferred equal to the sum of $5.28 (the “Original Series A Issue Price”), as appropriately adjusted for any distribution future stock splits, stock combinations, stock dividends or payment in connection similar transactions affecting the Series A Preferred, plus all accrued but unpaid dividends thereon (the “Series A-1 Liquidation Value”), and (ii) the holders of Series A-2 Preferred shall be entitled to be paid out of the assets of the Corporation an amount with respect to each share of Series A-2 Preferred equal to the sum of $6.50 (the “Original Series A-2 Issue Price”), as appropriately adjusted for any such liquidationfuture stock splits, dissolution stock combinations, stock dividends or winding up. similar transactions affecting the Series A-2 Preferred, plus all accrued but unpaid dividends thereon (c) the “Series A-2 Liquidation Value”). If, upon any liquidation, dissolution or winding up of the affairs of the Fund, whether voluntary or involuntaryup, the assets of the Fund available for distribution among the Holders of all Outstanding RVMTP Shares and any other outstanding Preferred Shares ranking on a parity with the RVMTP Shares (including, without limitation, the Auction Preferred Shares) Corporation shall be insufficient to permit the make payment in full to such Holders all holders of the Liquidation Preference of such RVMTP Shares plus accumulated and unpaid dividends and other distributions on such shares as provided in Section 2.3(b) above and the amounts due upon liquidation with respect to such other Preferred SharesConvertible Preferred, then such available assets shall be distributed among the Holders holders of such RVMTP Shares Series A-1 Preferred and such other Series A-2 Preferred Shares at the time outstanding, ratably in proportion to the respective preferential liquidation full amounts to which they are would otherwise be respectively entitled. In connection with any liquidation, dissolution or winding up of the affairs of the Fund, whether voluntary or involuntary, unless and until the Liquidation Preference on each Outstanding RVMTP Share plus accumulated and unpaid dividends and other distributions on such shares as provided in Section 2.3(b) above have been paid in full to the Holders of such shares, no dividends, distributions or other payments will be made on, and no redemption, purchase or other acquisition by the Fund will be made by the Fund in respect of, the Common Shares. (db) Neither At the sale option of the holders of two-thirds of the outstanding shares of Convertible Preferred (the “Required Holders”), the following events shall be considered a liquidation for purposes of this Section 3: (i) any consolidation or merger of the Corporation with or into any other corporation or other entity, or any other corporate reorganization, in which the stockholders of the Corporation immediately prior to such consolidation, merger or reorganization own capital stock of the entity surviving such merger, consolidation or reorganization representing less than fifty percent (50%) of the combined voting power of the outstanding securities of such entity immediately after such consolidation, merger or reorganization, or any other transaction or series of related transactions in which capital stock representing in excess of fifty percent (50%) of the Corporation’s voting power is transferred to any single entity or group of related entities; or (ii) a sale, lease or other disposition of all or substantially all of the property or business assets of the Fund, nor the merger, consolidation or reorganization of the Fund into or with any other business or statutory trust, corporation or other entity, nor the merger, consolidation or reorganization of any other business or statutory trust, corporation or other entity into or with the Fund shall be a dissolution, liquidation or winding up, whether voluntary or involuntary, for the purpose of this Section 2.3Corporation.

Liquidation Rights. (a) The RVMTP Shares shall rank on parity with each other, with shares of any other Series of RVMTP Shares, and with shares of any other class or series of Preferred Shares (including the Auction Preferred Shares) as to distribution of assets upon dissolution, liquidation, or winding-up of the affairs of the Fund. In this regard, the provisions of this Section 2.3 shall be applied consistently with Section 11.3 of the Auction Preferred Statement and with all other Preferred Shares such that Holders of the RVMTP Shares and holders of the Auction Preferred Shares and any other Preferred Shares are treated on parity with one another with respect to any such distribution. (b) 2.3.1 In the event of any liquidation, dissolution or winding up of the affairs of the Fund, whether voluntary or involuntarya Liquidation, the Holders holders of RVMTP Shares Preferred Stock shall be entitled to receive receive, out of the assets of the Fund Corporation legally available for distribution to shareholders, after satisfying claims of creditors but stockholders and before any distribution or payment shall be made in respect or any assets distributed to the holders of the Common SharesJunior Stock, a liquidation distribution an amount per share equal to the Liquidation Preference for such sharessum in cash of (i) $1,000 (the "LIQUIDATION PREFERENCE"), plus (ii) on a per share basis, an amount equal to all unpaid dividends dividends, if any, accumulated and other distributions on such shares accumulated to (but excluding) the date fixed for such distribution or payment on such shares (unpaid, whether or not earned declared or declared by earned, as of the Funddate of the final distribution to the holders of the Preferred Stock. If the Corporation at any time after the Issuance Date effects a subdivision of the outstanding Preferred Stock, but without interest thereon)the Liquidation Preference for the Preferred Stock in effect immediately before the subdivision shall be proportionately decreased, and conversely, if the Corporation at any time after the Issuance Date effects a combination of the Preferred Stock, the Liquidation Preference for the Preferred Stock in effect immediately before the combination shall be proportionately increased. Any such Holders adjustment to the Liquidation Preference shall become effective at the time the subdivision or combination becomes effective. 2.3.2 After payment to the holders of Preferred Stock of the amounts set forth in SUBSECTION 2.3.1 above and the simultaneous payment of all amounts owning to holders of Parity Stock, if any, the remaining assets of the Corporation shall first be distributed to the holders of all Junior Stock in accordance with the Articles of Incorporation, and then the holders of the Corporation's Common Stock shall be entitled to no further participation share in any distribution or payment all of the remaining assets and funds of the Corporation ratably in connection with any such liquidation, dissolution or winding upproportion to the number of shares of Common Stock then outstanding. (c) 2.3.3 If, upon any liquidation, dissolution or winding up of the affairs of the Fund, whether voluntary or involuntaryLiquidation, the assets of the Fund available for distribution to be distributed among the Holders holders of all Outstanding RVMTP Shares Preferred Stock and any other outstanding Preferred Shares ranking on a parity with the RVMTP Shares (including, without limitation, the Auction Preferred Shares) Parity Stock that is of equal rank as to distributions of assets shall be insufficient to permit the payment in full to such Holders holders of the Liquidation Preference of such RVMTP Shares plus accumulated and unpaid dividends and other distributions on such shares as provided in Section 2.3(b) above and the amounts due upon liquidation with respect to such other Preferred Shares, then such available assets shall be distributed among the Holders of such RVMTP Shares and such other Preferred Shares ratably in proportion to the respective preferential liquidation full amounts to which they are shall be entitled. In connection , the holders of Preferred Stock and such Parity Stock shall share ratably in any such distribution of assets in accordance with the percentage which would be payable if all such amounts were paid in full. 2.3.4 The Corporation shall provide written notice to each holder of Preferred Stock at least 20 days prior to any liquidationevent of Liquidation or a Change of Control. 2.3.5 For purposes of this SECTION 2.3, dissolution or winding up the holders of a majority of the affairs Preferred Stock may elect to have treated as a Liquidation: (i) the consolidation or merger of the Fund, whether voluntary Corporation with or involuntaryinto any other corporation or any other reorganization of the Corporation, unless the stockholders of the Corporation immediately prior to any such transaction are holders of a majority of the voting securities of the surviving or acquiring corporation immediately thereafter (and until for purposes of this calculation equity securities which any stockholder or the Liquidation Preference on each Outstanding RVMTP Share plus accumulated and unpaid dividends and other distributions on Corporation owned immediately prior to such shares merger or consolidation as provided in Section 2.3(b) above have been paid in full a stockholder of another party to the Holders of such shares, no dividends, distributions transaction shall be disregarded); or (ii) the sale or other payments will be made on, and no redemption, purchase transfer in a single transaction or other acquisition by the Fund will be made by the Fund in respect of, the Common Shares. (d) Neither the sale a series of related transactions of all or substantially all of the property or business assets of the Fund, nor the merger, consolidation or reorganization of the Fund into or with any other business or statutory trust, corporation or other entity, nor the merger, consolidation or reorganization of any other business or statutory trust, corporation or other entity into or with the Fund shall be a dissolution, liquidation or winding up, whether voluntary or involuntary, for the purpose of this Section 2.3Corporation.

Liquidation Rights. (a) The RVMTP Shares shall rank on parity with each other, with shares of any other Series of RVMTP Shares, and with shares of any other class Upon the voluntary or series of Preferred Shares (including the Auction Preferred Shares) as to distribution of assets upon involuntary dissolution, liquidation, or winding-up of the affairs of the Fund. In this regard, the provisions of this Section 2.3 shall be applied consistently with Section 11.3 of the Auction Preferred Statement and with all other Preferred Shares such that Holders of the RVMTP Shares and holders of the Auction Preferred Shares and any other Preferred Shares are treated on parity with one another with respect to any such distribution. (b) In the event of any liquidation, dissolution liquidation or winding up of the affairs Company, the holders of the Fund, whether voluntary or involuntary, the Holders of RVMTP Shares Series A-1 Preferred Stock shall be entitled to receive and to be paid out of the assets of the Fund Company available for distribution to shareholdersits stockholders, after satisfying claims of creditors but before any payment or distribution or payment shall be made on the Common Stock or on any other Junior Stock the liquidation preference of $1,000 per share of Series A-1 Preferred Stock, plus any declared and unpaid dividends for the then-current Dividend Period, without accumulation of any undeclared dividends. (b) If in respect any distribution described in Section 5(a) above the assets of the Common SharesCompany or proceeds thereof are not sufficient to pay the Liquidation Preferences (as defined below) in full to all holders of the Series A-1 Preferred Stock and all holders of any Parity Stock, a liquidation distribution equal the amounts paid to the holders of the Series A-1 Preferred Stock and to the holders of all such other Parity Stock shall be paid pro rata in accordance with the respective aggregate Liquidation Preference for Preferences of the holders of the Series A-1 Preferred Stock and the holders of Al such sharesother Parity Stock. In any such distribution, plus the “Liquidation Preference” of any holder of Series A-1 Preferred Stock or Parity Stock shall mean the amount otherwise payable to such holder in such distribution, including any declared but unpaid dividends (and, in the case of any holder of shares other than Series A-1 Preferred Stock and on which dividends accrue on a cumulative basis, an amount equal to all unpaid dividends and other distributions on such shares accumulated to (but excluding) the date fixed for such distribution or payment on such shares (any unpaid, accrued cumulative dividends, whether or not earned or declared by the Funddeclared, but without interest thereonas applicable), and such Holders shall be entitled to no further participation in any distribution or payment in connection with any such liquidation, dissolution or winding up. (c) If, upon any liquidation, dissolution or winding up of the affairs of the Fund, whether voluntary or involuntary, the assets of the Fund available for distribution among the Holders of all Outstanding RVMTP Shares and any other outstanding Preferred Shares ranking on a parity with the RVMTP Shares (including, without limitation, the Auction Preferred Shares) shall be insufficient to permit the payment in full to such Holders of If the Liquidation Preference of such RVMTP Shares plus accumulated and unpaid dividends and other distributions on such shares as provided in Section 2.3(b) above and the amounts due upon liquidation with respect to such other Preferred Shares, then such available assets shall be distributed among the Holders of such RVMTP Shares and such other Preferred Shares ratably in proportion to the respective preferential liquidation amounts to which they are entitled. In connection with any liquidation, dissolution or winding up of the affairs of the Fund, whether voluntary or involuntary, unless and until the Liquidation Preference on each Outstanding RVMTP Share plus accumulated and unpaid dividends and other distributions on such shares as provided in Section 2.3(b) above have has been paid in full to all holders of the Holders of such shares, no dividends, distributions or other payments will be made on, and no redemption, purchase or other acquisition by the Fund will be made by the Fund in respect ofSeries A-1 Preferred Stock, the Common Sharesholders of other shares of the Company shall be entitled to receive all remaining assets of the Company according to their respective rights and preferences and the holders of the Series A-1 Preferred Stock as such shall have no right or claim to any of the remaining assets of the Company. (d) Neither the sale sale, lease, exchange, transfer or conveyance of all or substantially all of the property or business assets of the FundCompany for cash, securities or other property, nor the merger, merger or consolidation or reorganization of the Fund Company into or with any other business or statutory trust, corporation or other entity, nor the merger, merger or consolidation or reorganization of any other business or statutory trust, corporation or other entity into or with the Fund Company, shall be deemed to be a dissolution, liquidation or winding up, whether voluntary or involuntary, for the purpose purposes of this Section 2.38.

Liquidation Rights. (ai) The RVMTP Shares shall rank on parity with each other, with shares Subject to the rights of any other Series of RVMTP Shares, and with shares of any other class or series of Preferred Shares (including Limited Partnership Interests which by its terms expressly ranks senior to the Auction Series D Preferred Shares) as Limited Partnership Interests in respect of the right to receive payment of the distribution of assets upon dissolution, liquidation, or winding-up liquidation of the affairs of the Fund. In this regardPartnership, the provisions of this Section 2.3 shall be applied consistently with Section 11.3 of the Auction Preferred Statement and with all other Preferred Shares such that Holders of the RVMTP Shares and holders of the Auction Preferred Shares and which may from time to time come into existence, upon any other Preferred Shares are treated on parity with one another with respect to any such distribution. (b) In the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the FundPartnership, whether voluntary or involuntarythen, the Holders of RVMTP Shares shall be entitled to receive out of the assets of the Fund available for distribution to shareholders, after satisfying claims of creditors but before any distribution or payment shall be made in respect to the holders of any units of Common Partnership Interests or any other class or series of partnership interests of the Common Shares, a liquidation Partnership ranking junior to Series D Preferred Limited Partnership Interests in the distribution equal to the Liquidation Preference for such shares, plus an amount equal to all unpaid dividends and other distributions on such shares accumulated to (but excluding) the date fixed for such distribution or payment on such shares (whether or not earned or declared by the Fund, but without interest thereon), and such Holders shall be entitled to no further participation in any distribution or payment in connection with any such liquidation, dissolution or winding up. (c) If, of assets upon any liquidation, dissolution or winding up of the affairs of the Fund, whether voluntary or involuntaryPartnership, the holders of units of the Series D Preferred Limited Partnership Interests shall be entitled to receive out of assets of the Fund Partnership legally available for distribution among to stockholders, liquidation distributions in the amount of the liquidation preference of $25.00 per unit, plus an amount equal to all distributions accrued and unpaid thereon (the “Liquidation Preference”). Holders of Series 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, the 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, upon any such voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Partnership, the available assets of the Partnership are insufficient to pay the amount of the liquidation distributions on all Outstanding RVMTP Shares outstanding units of Series D Preferred Limited Partnership Interests and any the corresponding amounts payable on all units of other outstanding Preferred Shares classes or series of partnership interests of the Partnership ranking on a parity with Series D Preferred Limited Partnership Interests in the RVMTP Shares (including, without limitation, the Auction Preferred Shares) shall be insufficient to permit the payment in full to such Holders distribution of the Liquidation Preference of such RVMTP Shares plus accumulated and unpaid dividends and other distributions on such shares as provided in Section 2.3(b) above and the amounts due assets upon liquidation with respect to such other Preferred Shares, then such available assets shall be distributed among the Holders of such RVMTP Shares and such other Preferred Shares ratably in proportion to the respective preferential liquidation amounts to which they are entitled. In connection with any liquidation, dissolution or winding up of the affairs of the FundPartnership (“Parity Units”), whether voluntary or involuntary, unless then the holders of units of Series D Preferred Limited Partnership Interests and until the Liquidation Preference on each Outstanding RVMTP Share plus accumulated and unpaid dividends and other distributions on Parity Units shall share ratably in any such shares as provided distribution of assets in Section 2.3(b) above have been paid in full proportion to the Holders of such shares, no dividends, full liquidating distributions or other payments will to which they would otherwise be made on, and no redemption, purchase or other acquisition by the Fund will be made by the Fund in respect of, the Common Sharesrespectively entitled. (dii) Neither A consolidation or merger of the sale Partnership with or into any other entity or entities, or a sale, lease, conveyance or disposition of all or substantially all of the property or business assets of the Fund, nor Partnership or the merger, consolidation effectuation by the Partnership of a transaction or reorganization series of related transactions in which more than 50% of the Fund into or with any other business or statutory trustvoting power of the Partnership is disposed of, corporation or other entity, nor the merger, consolidation or reorganization of any other business or statutory trust, corporation or other entity into or with the Fund shall not be deemed to be a dissolutionliquidation, liquidation dissolution or winding up, whether voluntary or involuntary, for up of the purpose affairs of the Partnership within the meaning of this Section 2.3A.3.

Liquidation Rights. (a) The RVMTP Shares shall rank on parity with each other, with shares of any other Series of RVMTP Shares, and with shares of any other class or series of Preferred Shares (including the Auction Preferred Shares) as to distribution of assets upon dissolution, liquidation, or winding-up of the affairs of the Fund. In this regard, the provisions of this Section 2.3 shall be applied consistently with Section 11.3 of the Auction Preferred Statement and with all other Preferred Shares such that Holders of the RVMTP Shares and holders of the Auction Preferred Shares and any other Preferred Shares are treated on parity with one another with respect to any such distribution. (b) In the event of any liquidation, dissolution or winding up or Deemed Liquidation (as defined below) of the affairs of the Fund, whether voluntary or involuntary, the Holders of RVMTP Shares shall be entitled to receive out of the assets of the Fund available for distribution to shareholders, after satisfying claims of creditors but before any distribution or payment shall be made in respect of the Common Shares, a liquidation distribution equal to the Liquidation Preference for such shares, plus an amount equal to all unpaid dividends and other distributions on such shares accumulated to Company (but excluding"LIQUIDATION"): (a) the date fixed for such distribution or payment on such shares (whether or not earned or declared by the Fund, but without interest thereon), and such Series D Holders shall be entitled to no further participation receive, prior and in preference to any distribution payment to any other class or payment series of share capital, an amount per Series D Preferred Share (the "SERIES D LIQUIDATION PREFERENCE") equal to the original purchase price in connection US dollars per Series D Preferred Share (as adjusted for any Recapitalization Event (as defined in the Revised Articles) with any respect to such liquidation, dissolution or winding up. (c) If, upon any liquidation, dissolution or winding up of the affairs of the Fund, whether voluntary or involuntary, shares). If the assets of the Fund available for distribution and funds thus distributed among the Holders of all Outstanding RVMTP Shares and any other outstanding Series D Preferred Shares ranking on a parity with the RVMTP Shares (including, without limitation, the Auction Preferred Shares) Shareholders shall be insufficient to permit the payment in full to such Holders of the Series D Liquidation Preference to the Series D Holders, then the entire assets and funds of the Company legally available for distribution shall be distributed PRO RATA among the Series D Holders in proportion to the Series D Liquidation Preference each such RVMTP Shares plus accumulated holder is otherwise entitled to receive. (b) After the payment in full of the Series D Liquidation Preference to the Series D Holders, but prior and unpaid dividends in preference to any payment to the Series B Holders, Series A Holders and other distributions on such shares to the holders of the Ordinary Shares, the Series C Holders shall be entitled to an amount per Series C Preferred Share (the "SERIES C LIQUIDATION PREFERENCE") equal to the original purchase price in US dollars per Series C Preferred Share (as provided adjusted for any Recapitalization Event (as defined in Section 2.3(bthe Revised Articles) above and the amounts due upon liquidation with respect to such other Preferred Sharesshares). If the assets and funds thus distributed among the Series C Holders shall be insufficient to permit the payment in full of the Series C Liquidation Preference to the Series C Holders, then such the entire assets and funds of the Company legally available assets for distribution after giving effect of the Series D Liquidation Preference to the Series D Holders shall be distributed PRO-RATA among the Series C Holders of such RVMTP Shares and such other Preferred Shares ratably in proportion to the respective preferential liquidation amounts Series C Liquidation Preference each such holder is otherwise entitled to which they are entitled. In connection with any liquidation, dissolution or winding up receive. (c) After payment in full of the affairs Series D Liquidation Preference and the Series C Liquidation Preference, but prior and in preference to any distribution of any of the Fundassets or surplus funds of the Company to the Series A Holders and to the holders of the Ordinary Shares, whether voluntary or involuntary, unless the Series B Holders shall be entitled to receive an amount per Series B Preferred Share (the "SERIES B LIQUIDATION PREFERENCE") equal to the purchase price in US dollars per Series B Preferred Share (as adjusted for any Recapitalization Event with respect to such shares). If the assets and until funds thus distributed among the Series B Holders shall be insufficient to permit the payment in full of the Series B Liquidation Preference on each Outstanding RVMTP Share plus accumulated and unpaid dividends and other distributions on such shares as provided in Section 2.3(b) above have been paid in full to the Series B Holders, then the entire assets and funds of the Company legally available for distribution after giving effect to the Series D Liquidation Preference and the Series C Liquidation Preference, shall be distributed PRO-RATA among the Series B Holders of in proportion to the Series B Liquidation Preference each such shares, no dividends, distributions or other payments will be made on, and no redemption, purchase or other acquisition by the Fund will be made by the Fund in respect of, the Common Sharesholder is otherwise entitled to receive. (d) Neither After payment in full of the sale Series D Liquidation Preference, the Series C Liquidation Preference and the Series B Liquidation Preference but prior and in preference to any distribution of all any of the assets or substantially surplus funds of the Company to the holders of Ordinary Shares, the Series A Holders shall be entitled to receive an amount per Series A Preferred Share (the "SERIES A LIQUIDATION PREFERENCE") equal to the original purchase price in US dollars per Series A Preferred Share (as adjusted for any Recapitalization Event with respect to such shares). If the assets and funds thus distributed among the Series A Holders shall be insufficient to permit the payment of the Series A Liquidation Preference in full, then the entire assets and funds of the Company legally available for distribution after giving effect to the Series D Liquidation Preference, the Series C Liquidation Preference and the Series B Liquidation Preference, shall be distributed PRO-RATA among the Series A Holders in proportion to the Series A Liquidation Preference such holder is otherwise entitled to receive. (e) Thereafter the remaining assets and surplus assets of the Company legally available for distribution, if any, shall be distributed PRO-RATA to all of the property or business shareholders of the FundCompany, nor in proportion to the mergertheir respective shareholdings in the Company, consolidation or reorganization as if all of the Fund Preferred Shares had been converted into Ordinary Shares of the Company. (f) Whenever the distribution provided for in this sub-section shall be payable in securities or with any property other business than cash, the value of such distribution shall be the fair market value of such securities or statutory trustproperty as determined in good faith by the Board, corporation or other entity, nor by the merger, consolidation or reorganization liquidator in the case of winding up. The NIS equivalent of the U.S. dollar value of any other business or statutory trust, corporation or other entity into or distribution under this sub-section shall be determined in accordance with the Fund Representative Rate of Exchange last published by the Bank of Israel prior to the date of the making of the distribution. (g) Notwithstanding the distribution detailed in sub-articles (a)-(e) above, if as a result of a Deemed Liquidation the Series D Holders would receive the Series D Conversion Price (as determined by Section 10.2 below) or more, then the entire assets and surplus funds of the Company legally available for distribution, if any, shall be distributed PRO-RATA to all shareholders of the Company, in proportion to their respective shareholdings in the Company, as if all of the Preferred Shares had been converted into Ordinary Shares, subject to the prior payment of the Series D Liquidation Preference in the event that, as a dissolutionresult of a Deemed Liquidation the PRO RATA amount that the Series D Holders would receive from such distribution on a PRO RATA as converted basis is less than the Series D Liquidation Preference. (h) Notwithstanding the distribution detailed in sub-articles (a)-(e) above, liquidation if as a result of a Deemed Liquidation the Series C Holders would receive 2 (two) times the Series C Conversion Price (as determined by Section 10.2 below) or winding upmore, whether voluntary then the entire assets and surplus funds of the Company legally available for distribution, if any, after giving effect to the preferential rights of the Series D Holders, shall be distributed PRO-RATA to all shareholders of the Company, in proportion to their respective shareholdings in the Company, as if all of the Preferred Shares had been converted into Ordinary Shares, subject to the prior payment of the Series D Liquidation Preference in the event that, as a result of a Deemed Liquidation the PRO RATA amount that the Series D Holders would receive from such distribution on a PRO RATA as converted basis is less than the Series D Liquidation Preference. (i) Notwithstanding the distribution detailed above, if as a result of a Deemed Liquidation the Series B Holders would receive 2.5 (two and one-half) times the Series B Conversion Price (as determined by Section 10.2 below) or involuntarymore, then the entire assets and surplus funds of the Company legally available for distribution, if any, after giving effect to the purpose preferential rights of this Section 2.3the Series D Holders and the Series C Holders set forth above, shall be distributed PRO RATA to all shareholders of the Company, in proportion to their respective shareholdings in the Company, as if all of the Preferred Shares had been converted into Ordinary Shares.