Common use of Liquidation Rights Clause in Contracts

Liquidation Rights. (a) Upon the occurrence of any Liquidation Event, Series A Holders shall be entitled to receive out of the assets of the Partnership or proceeds thereof legally available for distribution to the Partners, (i) after satisfaction of all liabilities, if any, to creditors of the Partnership, (ii) after all applicable distributions of such assets or proceeds being made to or set aside for the holders of any Senior Securities then Outstanding in respect of such Liquidation Event, (iii) concurrently with any applicable distributions of such assets or proceeds being made to or set aside for holders of any Series A Preference Units or other Parity Securities then Outstanding in respect of such Liquidation Event and (iv) before any distribution of such assets or proceeds is made to or set aside for the holders of Common Units and any other classes or series of Junior Securities as to such distribution, a liquidating distribution or payment in full redemption of such Series A Preference Units in an amount equal to the Series A Liquidation Preference. For purposes of clarity, upon the occurrence of any Liquidation Event, (x) the holders of then Outstanding Senior Securities shall be entitled to receive the applicable Liquidation Preference on such Senior Securities before any distribution shall be made with respect to the Series A Preference Units or any Parity Securities and (y) the Series A Holders shall be entitled to the Series A Liquidation Preference per Series A Preference Unit in cash, concurrently with any distribution made to the holders of any Parity Securities and before any distribution shall be made to the holders of Common Units or any other Junior Securities. Series A Holders shall not be entitled to any other amounts from the Partnership, in their capacity as Series A Holders, after they have received the Series A Liquidation Preference. The payment of the Series A Liquidation Preference shall be a payment in redemption of the Series A Preference Units such that, from and after payment of the full Series A Liquidation Preference, any such Series A Preference Unit 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 Outstanding Series A Preference Units and any other Parity Securities are insufficient to satisfy the applicable Liquidation Preference for such Series A Preference Units and Parity Securities, the Partnership’s then remaining assets or proceeds thereof legally available for distribution to unitholders of the Partnership shall be distributed among the holders of Outstanding Series A Preference Units and such Parity Securities, as applicable, ratably on the basis of their relative aggregate Liquidation Preferences. To the extent that the Series A Holders receive a partial payment of their Series A Liquidation Preference, such partial payment shall reduce the Series A Liquidation Preference of their Series A Preference Units, but only to the extent of such amount paid. (c) After payment of the applicable Liquidation Preference to the holders of the Outstanding Series A Preference Units and any other Parity Securities, the Partnership’s remaining assets and funds shall be distributed among the holders of the Common Units and any other Junior Securities then Outstanding according to their respective rights and preferences.

Liquidation Rights. (a) Upon the occurrence of any Liquidation Event, Series A B Holders shall be entitled to receive out of the assets of the Partnership or proceeds thereof legally available for distribution to the Partners, (i) after satisfaction of all liabilities, if any, to creditors of the Partnership, (ii) after all applicable distributions of such assets or proceeds being made to or set aside for the holders of any Senior Securities then Outstanding in respect of such Liquidation Event, (iii) concurrently with any applicable distributions of such assets or proceeds being made to or set aside for holders of any Series A B Preference Units or other Parity Securities then Outstanding in respect of such Liquidation Event and (iv) before any distribution of such assets or proceeds is made to or set aside for the holders of Common Units and any other classes or series of Junior Securities as to such distribution, a liquidating distribution or payment in full redemption of such Series A B Preference Units in an amount equal to the Series A B Liquidation Preference. For purposes of clarity, upon the occurrence of any Liquidation Event, (x) the holders of then Outstanding Senior Securities shall be entitled to receive the applicable Liquidation Preference on such Senior Securities before any distribution shall be made with respect to the Series A B Preference Units or any Parity Securities and (y) the Series A B Holders shall be entitled to the Series A B Liquidation Preference per Series A B Preference Unit in cash, concurrently with any distribution made to the holders of any Parity Securities and before any distribution shall be made to the holders of Common Units or any other Junior Securities. Series A B Holders shall not be entitled to any other amounts from the Partnership, in their capacity as Series A B Holders, after they have received the Series A B Liquidation Preference. The payment of the Series A B Liquidation Preference shall be a payment in redemption of the Series A B Preference Units such that, from and after payment of the full Series A B Liquidation Preference, any such Series A B Preference Unit shall thereafter be cancelled and no longer be Outstanding. (b) If, in the event of any distribution or payment described in Section 16.4(a17.4(a) above where the Partnership’s assets available for distribution to holders of the Outstanding Series A B Preference Units and any other Parity Securities are insufficient to satisfy the applicable Liquidation Preference for such Series A B Preference Units and Parity Securities, the Partnership’s then remaining assets or proceeds thereof legally available for distribution to unitholders of the Partnership shall be distributed among the holders of Outstanding Series A B Preference Units and such Parity Securities, as applicable, ratably on the basis of their relative aggregate Liquidation Preferences. To the extent that the Series A B Holders receive a partial payment of their Series A B Liquidation Preference, such partial payment shall reduce the Series A B Liquidation Preference of their Series A B Preference Units, but only to the extent of such amount paid. (c) After payment of the applicable Liquidation Preference to the holders of the Outstanding Series A B Preference Units and any other Parity Securities, the Partnership’s remaining assets and funds shall be distributed among the holders of the Common Units and any other Junior Securities then Outstanding according to their respective rights and preferences.

Liquidation Rights. (a) Upon the occurrence of any Liquidation Event, Series A Holders, Series B Holders and Series E Holders shall be entitled to receive out of the assets of the Partnership or proceeds thereof legally available for distribution to the Partners, (i) after satisfaction of all liabilities, if any, to creditors of the Partnership, (ii) after all applicable distributions of such assets or proceeds being made to or set aside for the holders of any Senior Securities then Outstanding in respect of such Liquidation Event, (iii) concurrently with any applicable distributions of such assets or proceeds being made to or set aside for holders of any Series A Preference Preferred Units, Series B Preferred Units, Series E Preferred Units or other Parity Securities then Outstanding in respect of such Liquidation Event and (iv) before any distribution of such assets or proceeds is made to or set aside for the holders of Common Units and any other classes or series of Junior Securities as to such distribution, a liquidating distribution or payment in full redemption of such Series A Preference Preferred Units, Series B Preferred Units or Series E Preferred Units in an amount equal to the Series A Liquidation Preference, the Series B Liquidation Preference or the Series E Liquidation Preference, as applicable. For purposes of clarity, upon the occurrence of any Liquidation Event, (x) the holders of then Outstanding Senior Securities shall be entitled to receive the applicable Liquidation Preference on such Senior Securities before any distribution shall be made with respect to the Series A Preference Preferred Units, the Series B Preferred Units, the Series E Preferred Units or any Parity Securities and (y) the Series A Holders shall be entitled to the Series A Liquidation Preference per Series A Preference Preferred Unit in cash, the Series B Holders shall be entitled to the Series B Liquidation Preference per Series B Preferred Unit in cash and the Series E Holders shall be entitled to the Series E Liquidation Preference per Series E Preferred Unit in cash, in each case concurrently with any distribution made to the holders of any Parity Securities and before any distribution shall be made to the holders of Common Units or any other Junior Securities. Series A Holders, Series B Holders and Series E Holders shall not be entitled to any other amounts from the Partnership, in their capacity capacities as Series A Holders, Series B Holders or Series E Holders, as applicable, after they have received the Series A Liquidation Preference, the Series B Liquidation Preference or the Series E Liquidation Preference, as applicable. The payment of the Series A Liquidation Preference, Series B Liquidation Preference or Series E Liquidation Preference shall be a payment in redemption of the Series A Preference Preferred Units, the Series B Preferred Units or the Series E Preferred Units, as applicable, such that, from and after payment of the full Series A Liquidation Preference, Series B Liquidation Preference or Series E Liquidation Preference, any such Series A Preference Preferred Unit, Series B Preferred Unit or Series E Preferred Unit, as applicable, 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 Outstanding Series A Preference Preferred Units, Series B Preferred Units, Series E Preferred Units and any other Parity Securities are insufficient to satisfy the applicable Liquidation Preference for such Series A Preference Preferred Units, Series B Preferred Units, Series E Preferred Units and Parity Securities, the Partnership’s then remaining assets or proceeds thereof legally available for distribution to unitholders of the Partnership shall be distributed among the holders of Outstanding Series A Preference Preferred Units, Series B Preferred Units, Series E Preferred Units and such Parity Securities, as applicable, ratably on the basis of their relative aggregate Liquidation Preferences. To the extent that the Series A Holders, Series B Holders or Series E Holders receive a partial payment of their Series A Liquidation Preference, Series B Liquidation Preference or Series E Liquidation Preference, as applicable, such partial payment shall reduce the Series A Liquidation Preference of their Series A Preferred Units, the Series B Liquidation Preference of their Series B Preferred Units, or the Series E Liquidation Preference of their Series E Preferred Units, as applicable, but only to the extent of such amount paid. (c) After payment of the applicable Liquidation Preference to the holders of the Outstanding Series A Preference Preferred Units, Series B Preferred Units, Series E Preferred Units and any other Parity Securities, the Partnership’s remaining assets and funds shall be distributed among the holders of the Common Units and any other Junior Securities then Outstanding according to their respective rights and preferences.

Liquidation Rights. (a) Upon the occurrence of any Liquidation Event, Series A C Holders shall be entitled to receive out of the assets of the Partnership or proceeds thereof legally available for distribution to the Partners, (i) after satisfaction of all liabilities, if any, to creditors of the Partnership, (ii) after all applicable distributions of such assets or proceeds being made to or set aside for the holders of any Senior Securities then Outstanding in respect of such Liquidation Event, (iii) concurrently with any applicable distributions of such assets or proceeds being made to or set aside for holders of any Series A C Preference Units or other Parity Securities then Outstanding in respect of such Liquidation Event and (iv) before any distribution of such assets or proceeds is made to or set aside for the holders of Common Units and any other classes or series of Junior Securities as to such distribution, a liquidating distribution or payment in full redemption of such Series A C Preference Units in an amount equal to the Series A C Liquidation Preference. For purposes of clarity, upon the occurrence of any Liquidation Event, (x) the holders of then Outstanding Senior Securities shall be entitled to receive the applicable Liquidation Preference on such Senior Securities before any distribution shall be made with respect to the Series A C Preference Units or any Parity Securities and (y) the Series A C Holders shall be entitled to the Series A C Liquidation Preference per Series A C Preference Unit in cash, concurrently with any distribution made to the holders of any Parity Securities and before any distribution shall be made to the holders of Common Units or any other Junior Securities. Series A C Holders shall not be entitled to any other amounts from the Partnership, in their capacity as Series A C Holders, after they have received the Series A C Liquidation Preference. The payment of the Series A C Liquidation Preference shall be a payment in redemption of the Series A C Preference Units such that, from and after payment of the full Series A C Liquidation Preference, any such Series A C Preference Unit shall thereafter be cancelled and no longer be Outstanding. (b) If, in the event of any distribution or payment described in Section 16.4(a18.4(a) above where the Partnership’s assets available for distribution to holders of the Outstanding Series A C Preference Units and any other Parity Securities are insufficient to satisfy the applicable Liquidation Preference for such Series A C Preference Units and Parity Securities, the Partnership’s then remaining assets or proceeds thereof legally available for distribution to unitholders of the Partnership shall be distributed among the holders of Outstanding Series A C Preference Units and such Parity Securities, as applicable, ratably on the basis of their relative aggregate Liquidation Preferences. To the extent that the Series A C Holders receive a partial payment of their Series A C Liquidation Preference, such partial payment shall reduce the Series A C Liquidation Preference of their Series A C Preference Units, but only to the extent of such amount paid. (c) After payment of the applicable Liquidation Preference to the holders of the Outstanding Series A C Preference Units and any other Parity Securities, the Partnership’s remaining assets and funds shall be distributed among the holders of the Common Units and any other Junior Securities then Outstanding according to their respective rights and preferences.

Liquidation Rights. (a) a. Upon the occurrence of any Liquidation Eventliquidation, Series A Holders shall be entitled to receive out dissolution, or winding up of the assets of the Partnership Corporation, whether voluntary or proceeds thereof legally available for distribution to the Partnersinvoluntary, (i) after satisfaction of all liabilities, if any, to creditors of the Partnership, (ii) after all applicable distributions of such assets or proceeds being made to or set aside for the holders of any Senior Securities then Outstanding in respect of such Liquidation Event, (iii) concurrently with any applicable distributions of such assets or proceeds being made to or set aside for holders of any Series A Preference Units or other Parity Securities then Outstanding in respect of such Liquidation Event and (iv) before any distribution of such assets or proceeds is made to or set aside for the holders of Common Units and any other classes or series of Junior Securities as to such distribution, a liquidating distribution or payment in full redemption of such Series A Preference Units in an amount equal to the Series A Liquidation Preference. For purposes of clarity, upon the occurrence of any Liquidation Event, (x) the holders of then Outstanding Senior Securities shall be entitled to receive the applicable Liquidation Preference on such Senior Securities before any distribution shall be made with respect to the Series A Preference Units or any Parity Securities and (y) the Series A Holders shall be entitled to the Series A Liquidation Preference per Series A Preference Unit in cash, concurrently with any distribution made to the holders of any Parity Securities and before any distribution shall be made to the holders of Common Units Series A-1 Preferred Stock or holders of any other Junior Securities. Stock, the holders of Series A Holders Preferred Stock shall not be entitled to any other amounts from be paid out of the Partnership, in their capacity as assets of the Corporation an amount per share of Series A Holders, after they have received Preferred Stock equal to the Series A Liquidation PreferenceOriginal Issue Price plus all declared and unpaid dividends on such shares (as adjusted for any stock dividends, combinations, splits, recapitalizations and the like with respect to such shares) for each share of Series A Preferred Stock held by them. The payment If, upon any liquidation, distribution, or winding up, the assets of the Corporation shall be insufficient to make payment in full to all holders of Series A Liquidation Preference shall be a payment in redemption Preferred Stock of the Series A Preference Units liquidation preference set forth above, then such that, from and after payment of the full Series A Liquidation Preference, any such Series A Preference Unit 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 Outstanding Series A Preference Units and any other Parity Securities are insufficient to satisfy the applicable Liquidation Preference for such Series A Preference Units and Parity Securities, the Partnership’s then remaining assets or proceeds thereof legally available for distribution to unitholders of the Partnership shall be distributed among the holders of Outstanding Series A Preference Units and such Parity Securities, as applicablePreferred Stock at the time outstanding, ratably on in proportion to the basis full amounts to which they would otherwise be respectively entitled. b. After the payment of their relative aggregate Liquidation Preferences. To the extent that full liquidation preference of the Series A Holders receive a partial payment of their Series A Liquidation PreferencePreferred Stock as set forth in Section 3(a) above, such partial and before any distribution or payment shall reduce the Series A Liquidation Preference of their Series A Preference Units, but only to the extent of such amount paid. (c) After payment of the applicable Liquidation Preference be made to the holders of any Junior Stock, the Outstanding holders of Series A-1 Preferred Stock shall be entitled to be paid out of the assets of the Corporation an amount per share of Series A-1 Preferred Stock equal to the Series A-1 Original Issue Price plus all declared and unpaid dividends on such shares (as adjusted for any stock dividends, combinations, splits, recapitalizations and the like with respect to such shares) for each share of Series A-1 Preferred Stock held by them. If, upon any liquidation, distribution, or winding up, after payment of the full liquidation preference of the Series A Preference Units and any other Parity SecuritiesPreferred Stock as set forth in Section 3(a) above the assets of the Corporation shall be insufficient to make payment in full to all holders of Series A-1 Preferred Stock of the liquidation preference set forth above, the Partnership’s remaining then such assets and funds shall be distributed among the holders of Series A-1 Preferred Stock at the time outstanding, ratably in proportion to the full amounts to which they would otherwise be respectively entitled. c. After the payment of the full liquidation preference of the Series A Preferred Stock as set forth in Section 3(a) above and payment of the full liquidation preference of the Series A-1 Preferred Stock as set forth in Section 3(b) above, the assets of the Corporation legally available for distribution, if any, shall be distributed ratably to the holders of the Common Units Stock and Series A Preferred Stock on an as-if-converted to Common Stock basis until such time as the holders of Series A Preferred Stock have received pursuant to Section 3(a) above and this Section 3(b) an aggregate amount per share of Series A Preferred Stock equal to two (2) times the Series A Original Issue Price (as adjusted for any stock dividends, combinations, splits, recapitalizations and the like with respect to the Series Preferred). The remaining assets of the Corporation legally available for distribution, if any, shall be distributed ratably to the holders of Common Stock. d. A consolidation or merger of the Corporation with or into any other Junior Securities corporation or other entity or person, or any other corporate reorganization, or a sale, lease or other disposition of all or substantially all of the assets of the Corporation shall not be deemed to be a liquidation, dissolution or winding up within the meaning of this Section 3. e. If any of the assets of the Corporation are to be distributed other than in cash under this Section 3 or for any purpose, then Outstanding according the Board of Directors of the Corporation shall promptly engage independent competent appraisers to their respective rights and preferencesdetermine the value of the assets to be distributed to the holders of Series Preferred or Common Stock. The Corporation shall, upon receipt of such appraiser’s valuation, give prompt written notice to each holder of shares of Series Preferred or Common Stock of the appraiser’s valuation.

Liquidation Rights. (aA) Upon Subject to Section 5.11(c)(iii)(B), upon the occurrence of any Liquidation Event, Series A Holders Preferred Unitholders (to the extent their Series A Preferred Units have not been converted to Common Units in accordance with Section 5.11(c)(vii) prior to the occurrence of such Liquidation Event) shall be entitled to receive out of the assets of the Partnership or proceeds thereof legally available for distribution to the Partners, (i) after satisfaction of all liabilities, if any, to creditors of the Partnership, (ii) after all applicable distributions of such assets or proceeds being made to or set aside for the holders of any Series A Senior Securities then Outstanding in respect of such Liquidation Event, (iii) concurrently with any applicable distributions of such assets or proceeds being made to or set aside for holders of any Series A Preference Units or other Parity Securities Interests then Outstanding in respect of such Liquidation Event and (iv) before any distribution of such assets or proceeds is made to or set aside for the holders of Common Units and any other classes or series of Series A Junior Securities as to such distribution, a liquidating distribution or payment in full redemption of such Series A Preference Units Preferred Units, in an amount equal to the Series A Liquidation Preference. For purposes of clarity, upon the occurrence of any Liquidation Event, (x) the holders of then Outstanding Series A Senior Securities shall be entitled to receive the applicable Liquidation Preference on such Series A Senior Securities before any distribution shall be made with respect to the Series A Preference Preferred Units or any Series A Parity Securities and (y) the Series A Holders Preferred Unitholders shall be entitled to the Series A Liquidation Preference per Series A Preference Preferred Unit in cash, concurrently with any distribution made to the holders of any Series A Parity Securities and before any distribution shall be made to the holders of Common Units or any other Series A Junior Securities. Series A Preferred Holders shall not be entitled to any other amounts from the Partnership, in their capacity as Series A Preferred Holders, after they have received the Series A Liquidation Preference. The payment of the Series A Liquidation Preference in full shall be a payment in redemption of the Series A Preference Units Preferred Units, such that, from and after payment of the full Series A Liquidation Preference, any such Series A Preference Preferred Unit shall thereafter be cancelled and no longer be Outstanding. (bB) If, in the event of any distribution or payment described in Section 16.4(a5.11(c)(iii)(A) above where the Partnership’s assets available for distribution to holders of the Outstanding Series A Preference Preferred Units and any other Series A Parity Securities Interests are insufficient to satisfy the applicable Liquidation Preference for such Series A Preference Preferred Units and Parity SecuritiesInterests, the Partnership’s then remaining assets or proceeds thereof legally available for distribution to unitholders of the Partnership shall be distributed among the holders of Outstanding Series A Preference Preferred Units and such Series A Parity Securities, as applicable, ratably on the basis of their relative aggregate Liquidation Preferences. To the extent that the Series A Preferred Holders receive a partial payment of their Series A Liquidation Preference, such partial payment shall reduce the Series A Liquidation Preference of their Series A Preference Preferred Units, but only to the extent of such amount paid. (cC) After payment of the applicable Liquidation Preference in full to the holders of the Outstanding Series A Preference Preferred Units and any other Series A Parity Securities, the Partnership’s remaining assets and funds shall be distributed among the holders of the Common Units and any other Series A Junior Securities then Outstanding according to their respective rights and preferencespreferences in accordance with Section 12.4.

Liquidation Rights. (aA) Upon Subject to Section 5.11(c)(iii)(B), upon the occurrence of any Liquidation Event, Series A Holders Preferred Unitholders (to the extent their Series A Preferred Units have not been converted to Common Units in accordance with Section 5.11(c)(vii) prior to the occurrence of such Liquidation Event) shall be entitled to receive out of the assets of the Partnership or proceeds thereof legally available for distribution to the Partners, (i) after satisfaction of all liabilities, if any, to creditors of the Partnership, (ii) after all applicable distributions of such assets or proceeds being made to or set aside for the holders of any Series A Senior Securities then Outstanding in respect of such Liquidation Event, (iii) concurrently with any applicable distributions of such assets or proceeds being made to or set aside for holders of any Series A Preference Units or other Parity Securities Interests then Outstanding in respect of such Liquidation Event and (iv) before any distribution of such assets or proceeds is made to or set aside for the holders of Common Units and any other classes or series of Series A Junior Securities as to such distribution, a liquidating distribution or payment in full redemption of such Series A Preference Units Preferred Units, in an amount equal to the Series A Liquidation Preference. For purposes of clarity, upon the occurrence of any Liquidation Event, (x) the holders of then Outstanding Series A Senior Securities shall be entitled to receive the applicable Liquidation Preference on such Series A Senior Securities before any distribution shall be made with respect to the Series A Preference Preferred Units or any Series A Parity Securities and (y) the Series A Holders Preferred Unitholders shall be entitled to the Series A Liquidation Preference per Series A Preference Preferred Unit in cash, concurrently with any distribution made to the holders of any Series A Parity Securities and before any distribution shall be made to the holders of Common Units or any other Series A Junior Securities. Series A Preferred Holders shall not be entitled to any other amounts from the Partnership, in their capacity as Series A Preferred Holders, after they have received the Series A Liquidation Preference. The payment of the Series A Liquidation Preference in full shall be a payment in redemption of the Series A Preference Units Preferred Units, such that, from and after payment of the full Series A Liquidation Preference, any such Series A Preference Preferred Unit shall thereafter be cancelled and no longer be Outstanding. (bB) If, in the event of any distribution or payment described in Section 16.4(a5.11(c)(iii)(A) above where the Partnership’s assets available for distribution to holders of the Outstanding Series A Preference Preferred Units and any other Series A Parity Securities Interests are insufficient to satisfy the applicable Liquidation Preference for such Series A Preference Preferred Units and Parity SecuritiesInterests, the Partnership’s then remaining assets or proceeds thereof legally available for distribution to unitholders of the Partnership shall be distributed among the holders of Outstanding Series A Preference Preferred Units and such Series A Parity Securities, as applicable, ratably on the basis of their relative aggregate Liquidation Preferences. To the extent that the Series A Preferred Holders receive a partial payment of their Series A Liquidation Preference, such partial payment shall reduce the Series A Liquidation Preference of their Series A Preference Preferred Units, but only to the extent of such amount paid. (cC) After payment of the applicable Liquidation Preference in full to the holders of the Outstanding Series A Preference Preferred Units and any other Series A Parity Securities, the Partnership’s remaining assets and funds shall be distributed among the holders of the Common Units and any other Series A Junior Securities then Outstanding according to their respective rights and preferences.

Liquidation Rights. (a) Upon the occurrence of any Liquidation Event, Series A C Holders shall be entitled to receive out of the assets of the Partnership or proceeds thereof legally available for distribution to the Partners, (i) after satisfaction of all liabilities, if any, to creditors of the Partnership, (ii) after all applicable distributions of such assets or proceeds being made to or set aside for the holders of any Senior Securities then Outstanding in respect of such Liquidation Event, (iii) concurrently with any applicable distributions of such assets or proceeds being made to or set aside for holders of any Series A C Preference Units or other Parity Securities then Outstanding in respect of such Liquidation Event and (iv) before any distribution of such assets or proceeds is made to or set aside for the holders of Common Units, Class B Units and any other classes or series of Junior Securities as to such distribution, a liquidating distribution or payment in full redemption of such Series A C Preference Units in an amount equal to the Series A C Liquidation Preference. For purposes of clarity, upon the occurrence of any Liquidation Event, (x) the holders of then Outstanding Senior Securities shall be entitled to receive the applicable Liquidation Preference on such Senior Securities before any distribution shall be made with respect to the Series A C Preference Units or any Parity Securities and (y) the Series A C Holders shall be entitled to the Series A C Liquidation Preference per Series A C Preference Unit in cash, concurrently with any distribution made to the holders of any Parity Securities and before any distribution shall be made to the holders of Common Units, Class B Units or any other Junior Securities. Series A C Holders shall not be entitled to any other amounts from the Partnership, in their capacity as Series A C Holders, after they have received the Series A C Liquidation Preference. The payment of the Series A C Liquidation Preference shall be a payment in redemption of the Series A C Preference Units such that, from and after payment of the full Series A C Liquidation Preference, any such Series A C Preference Unit shall thereafter be cancelled and no longer be Outstanding. (b) If, in the event of any distribution or payment described in Section 16.4(a18.4(a) above where the Partnership’s assets available for distribution to holders of the Outstanding Series A C Preference Units and any other Parity Securities are insufficient to satisfy the applicable Liquidation Preference for such Series A C Preference Units and Parity Securities, the Partnership’s then remaining assets or proceeds thereof legally available for distribution to unitholders of the Partnership shall be distributed among the holders of Outstanding Series A C Preference Units and such Parity Securities, as applicable, ratably on the basis of their relative aggregate Liquidation Preferences. To the extent that the Series A C Holders receive a partial payment of their Series A C Liquidation Preference, such partial payment shall reduce the Series A C Liquidation Preference of their Series A C Preference Units, but only to the extent of such amount paid. (c) After payment of the applicable Liquidation Preference to the holders of the Outstanding Series A C Preference Units and any other Parity Securities, the Partnership’s remaining assets and funds shall be distributed among the holders of the Common Units, Class B Units and any other Junior Securities then Outstanding according to their respective rights and preferences.

Liquidation Rights. (a) Upon the occurrence of any Liquidation Event, Series A B Holders shall be entitled to receive out of the assets of the Partnership or proceeds thereof legally available for distribution to the Partners, (i) after satisfaction of all liabilities, if any, to creditors of the Partnership, (ii) after all applicable distributions of such assets or proceeds being made to or set aside for the holders of any Senior Securities then Outstanding in respect of such Liquidation Event, (iii) concurrently with any applicable distributions of such assets or proceeds being made to or set aside for holders of any Series A B Preference Units or other Parity Securities then Outstanding in respect of such Liquidation Event and (iv) before any distribution of such assets or proceeds is made to or set aside for the holders of Common Units, Class B Units and any other classes or series of Junior Securities as to such distribution, a liquidating distribution or payment in full redemption of such Series A B Preference Units in an amount equal to the Series A B Liquidation Preference. For purposes of clarity, upon the occurrence of any Liquidation Event, (x) the holders of then Outstanding Senior Securities shall be entitled to receive the applicable Liquidation Preference on such Senior Securities before any distribution shall be made with respect to the Series A B Preference Units or any Parity Securities and (y) the Series A B Holders shall be entitled to the Series A B Liquidation Preference per Series A B Preference Unit in cash, concurrently with any distribution made to the holders of any Parity Securities and before any distribution shall be made to the holders of Common Units, Class B Units or any other Junior Securities. Series A B Holders shall not be entitled to any other amounts from the Partnership, in their capacity as Series A B Holders, after they have received the Series A B Liquidation Preference. The payment of the Series A B Liquidation Preference shall be a payment in redemption of the Series A B Preference Units such that, from and after payment of the full Series A B Liquidation Preference, any such Series A B Preference Unit shall thereafter be cancelled and no longer be Outstanding. (b) If, in the event of any distribution or payment described in Section 16.4(a17.4(a) above where the Partnership’s assets available for distribution to holders of the Outstanding Series A B Preference Units and any other Parity Securities are insufficient to satisfy the applicable Liquidation Preference for such Series A B Preference Units and Parity Securities, the Partnership’s then remaining assets or proceeds thereof legally available for distribution to unitholders of the Partnership shall be distributed among the holders of Outstanding Series A B Preference Units and such Parity Securities, as applicable, ratably on the basis of their relative aggregate Liquidation Preferences. To the extent that the Series A B Holders receive a partial payment of their Series A B Liquidation Preference, such partial payment shall reduce the Series A B Liquidation Preference of their Series A B Preference Units, but only to the extent of such amount paid. (c) After payment of the applicable Liquidation Preference to the holders of the Outstanding Series A B Preference Units and any other Parity Securities, the Partnership’s remaining assets and funds shall be distributed among the holders of the Common Units, Class B Units and any other Junior Securities then Outstanding according to their respective rights and preferences.

Liquidation Rights. (a) Upon the occurrence of any Liquidation Event, Series A Holders shall be entitled to receive out of the assets of the Partnership or proceeds thereof legally available for distribution to the Partners, (i) after satisfaction of all liabilities, if any, to creditors of the Partnership, (ii) after all applicable distributions of such assets or proceeds being made to or set aside for the holders of any Senior Securities then Outstanding in respect of such Liquidation Event, (iii) concurrently with any applicable distributions of such assets or proceeds being made to or set aside for holders of any Series A Preference Units or other Parity Securities then Outstanding in respect of such Liquidation Event and (iv) before any distribution of such assets or proceeds is made to or set aside for the holders of Common Units and any other classes or series of Junior Securities as to such distribution, a liquidating distribution or payment in full redemption of such Series A Preference Preferred Units in an amount equal to the Series A Liquidation Preference. For purposes of clarity, upon the occurrence of any Liquidation Event, (x) the holders of then Outstanding Senior Securities shall be entitled to receive the applicable Liquidation Preference on such Senior Securities before any distribution shall be made with respect to the Series A Preference Preferred Units or any Parity Securities and (y) the Series A Holders shall be entitled to the Series A Liquidation Preference per Series A Preference Preferred Unit in cash, cash concurrently with any distribution made to the holders of any Parity Securities and before any distribution shall be made to the holders of Common Units or any other Junior Securities. Series A Holders shall not be entitled to any other amounts from the Partnership, in their capacity as Series A Holders, after they have received the Series A Liquidation Preference. The payment of the Series A Liquidation Preference shall be a payment in redemption of the Series A Preference Preferred Units such that, from and after payment of the full Series A Liquidation Preference, any such Series A Preference Preferred Unit 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 Outstanding Series A Preference Preferred Units and any other Parity Securities are insufficient to satisfy the applicable Liquidation Preference for such Series A Preference Preferred Units and Parity Securities, the Partnership’s then remaining assets or proceeds thereof legally available for distribution to unitholders of the Partnership shall be distributed among the holders of Outstanding Series A Preference Preferred Units and such Parity Securities, as applicable, ratably on the basis of their relative aggregate Liquidation Preferences. To the extent that the Series A Holders receive a partial payment of their Series A Liquidation Preference, such partial payment shall reduce the Series A Liquidation Preference of their Series A Preference Preferred Units, but only to the extent of such amount paid. (c) After payment of the applicable Liquidation Preference to the holders of the Outstanding Series A Preference Preferred Units and any other Parity Securities, the Partnership’s remaining assets and funds shall be distributed among the holders of the Common Units and any other Junior Securities then Outstanding according to their respective rights and preferences.

Liquidation Rights. (a) Upon the occurrence of any Liquidation Event, Series A Holders and Series B Holders shall be entitled to receive out of the assets of the Partnership or proceeds thereof legally available for distribution to the Partners, (i) after satisfaction of all liabilities, if any, to creditors of the Partnership, (ii) after all applicable distributions of such assets or proceeds being made to or set aside for the holders of any Senior Securities then Outstanding in respect of such Liquidation Event, (iii) concurrently with any applicable distributions of such assets or proceeds being made to or set aside for holders of any Series A Preference Preferred Units, Series B Preferred Units or other Parity Securities then Outstanding in respect of such Liquidation Event and (iv) before any distribution of such assets or proceeds is made to or set aside for the holders of Common Units and any other classes or series of Junior Securities as to such distribution, a liquidating distribution or payment in full redemption of such Series A Preference Preferred Units or Series B Preferred Units in an amount equal to the Series A Liquidation Preference or the Series B Liquidation Preference, as applicable. For purposes of clarity, upon the occurrence of any Liquidation Event, (x) the holders of then Outstanding Senior Securities shall be entitled to receive the applicable Liquidation Preference on such Senior Securities before any distribution shall be made with respect to the Series A Preference Preferred Units, the Series B Preferred Units or any Parity Securities and (y) the Series A Holders shall be entitled to the Series A Liquidation Preference per Series A Preferred Unit in cash and the Series B Holders shall be entitled to the Series B Liquidation Preference per Series B Preferred Unit in cash, in each case concurrently with any distribution made to the holders of any Parity Securities and before any distribution shall be made to the holders of Common Units or any other Junior Securities. Series A Holders and Series B Holders shall not be entitled to any other amounts from the Partnership, in their capacity as Series A Holders or Series B Holders, as applicable, after they have received the Series A Liquidation Preference or the Series B Liquidation Preference. The payment of the Series A Liquidation Preference or Series B Liquidation Preference shall be a payment in redemption of the Series A Preference Preferred Units or the Series B Preferred Units, as applicable, such that, from and after payment of the full Series A Liquidation Preference or Series B Liquidation Preference, any such Series A Preference Preferred Unit or Series B Preferred Unit 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 Outstanding Series A Preference Preferred Units, Series B Preferred Units and any other Parity Securities are insufficient to satisfy the applicable Liquidation Preference for such Series A Preference Preferred Units, Series B Preferred Units and Parity Securities, the Partnership’s then remaining assets or proceeds thereof legally available for distribution to unitholders shareholders of the Partnership shall be distributed among the holders of Outstanding Series A Preference Preferred Units, Series B Preferred Units and such Parity Securities, as applicable, ratably on the basis of their relative aggregate Liquidation Preferences. To the extent that the Series A Holders or Series B Holders receive a partial payment of their Series A Liquidation Preference or Series B Liquidation Preference, as applicable, such partial payment shall reduce the Series A Liquidation Preference of their Series A Preferred Units or the Series B Liquidation Preference of their Series B Preferred Units, as applicable, but only to the extent of such amount paid. (c) After payment of the applicable Liquidation Preference to the holders of the Outstanding Series A Preference Preferred Units, Series B Preferred Units and any other Parity Securities, the Partnership’s remaining assets and funds shall be distributed among the holders of the Common Units and any other Junior Securities then Outstanding according to their respective rights and preferences.

Liquidation Rights. a. For a period of eighteen (a18) Upon months after the occurrence of Original Issue Date, upon any Liquidation Eventliquidation, Series A Holders shall be entitled to receive out dissolution, or winding up of the assets of the Partnership Company, whether voluntary or proceeds thereof legally available for distribution to the Partnersinvoluntary, (i) after satisfaction of all liabilities, if any, to creditors of the Partnership, (ii) after all applicable distributions of such assets or proceeds being made to or set aside for the holders of any Senior Securities then Outstanding in respect of such Liquidation Event, (iii) concurrently with any applicable distributions of such assets or proceeds being made to or set aside for holders of any Series A Preference Units or other Parity Securities then Outstanding in respect of such Liquidation Event and (iv) before any distribution of such assets or proceeds is made to or set aside for the holders of Common Units and any other classes or series of Junior Securities as to such distribution, a liquidating distribution or payment in full redemption of such Series A Preference Units in an amount equal to the Series A Liquidation Preference. For purposes of clarity, upon the occurrence of any Liquidation Event, (x) the holders of then Outstanding Senior Securities shall be entitled to receive the applicable Liquidation Preference on such Senior Securities before any distribution shall be made with respect to the Series A Preference Units or any Parity Securities and (y) the Series A Holders shall be entitled to the Series A Liquidation Preference per Series A Preference Unit in cash, concurrently with any distribution made to the holders of any Parity Securities and before any distribution shall be made to the holders of Common Units or any other series of Preferred Stock or to the holders of Junior Securities. Stock, the holders of Series A Holders D Preferred shall not be entitled to any other amounts from the Partnership, in their capacity as Series A Holders, after they have received the Series A Liquidation Preference. The payment be paid out of the Series A Liquidation Preference shall be a payment in redemption assets of the Series A Preference Units such that, from and after payment of the full Series A Liquidation Preference, any such Series A Preference Unit 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 Outstanding Series A Preference Units and any other Parity Securities are insufficient to satisfy the applicable Liquidation Preference for such Series A Preference Units and Parity Securities, the Partnership’s then remaining assets or proceeds thereof Company legally available for distribution distribution, or the consideration received in such transaction, an amount per share of Series D Preferred equal to unitholders the applicable Original Issue Price (as adjusted for any stock dividends, combinations, subdivisions, splits, recapitalizations and the like with respect to the Series D Preferred) plus all declared and unpaid dividends on such shares of Series D Preferred (the “the Pre-Eighteen Month Series D Liquidation Preference”) for each share of Series D Preferred held by them. If, upon any such liquidation, dissolution, or winding up, the assets of the Partnership Company (or the consideration received in such transaction) shall be insufficient to make payment in full to all holders of Series D Preferred of the Pre-Eighteen Month Series D Liquidation Preference set forth in this Section 3(a), then such assets (or consideration) shall be distributed among the holders of Outstanding Series A Preference Units and such Parity Securities, as applicableD Preferred at the time outstanding, ratably on in proportion to the basis full amounts to which they would otherwise be entitled. b. For a period of their relative aggregate Liquidation Preferences. To eighteen (18) months after the extent that Original Issue Date, upon any liquidation, dissolution, or winding up of the Series A Holders receive a partial payment of their Series A Liquidation PreferenceCompany, such partial whether voluntary or involuntary, before any distribution or payment shall reduce the Series A Liquidation Preference of their Series A Preference Units, but only to the extent of such amount paid. (c) After payment of the applicable Liquidation Preference be made to the holders of the Outstanding Series A Preference Units and any other Parity Securitiesseries of Preferred Stock (other than as contemplated by clause (a) above) or to the holders of Junior Stock and after the payment in full of the Pre-Eighteen Month Series D Liquidation Preference, the Partnership’s remaining holders of Series C Preferred shall be entitled to be paid out of the assets of the Company legally available for distribution, or the consideration received in such transaction, an amount per share of Series C Preferred equal to the applicable Original Issue Price (as adjusted for any stock dividends, combinations, subdivisions, splits, recapitalizations and funds the like with respect to the Series C Preferred) plus all declared and unpaid dividends on such shares of Series C Preferred (the “Pre-Eighteen Month Series C Liquidation Preference”) for each share of Series C Preferred held by them. If, upon any such liquidation, dissolution, or winding up, the assets of the Company (or the consideration received in such transaction) shall be insufficient to make payment in full to all holders of Series C Preferred of the Pre-Eighteen Month Series C Liquidation Preference set forth in this Section 3(b), then such assets (or consideration) shall be distributed among the holders of Series C Preferred at the time outstanding, ratably in proportion to the full amounts to which they would otherwise be entitled. c. For a period of eighteen (18) months after the Original Issue Date, upon any liquidation, dissolution, or winding up of the Company, whether voluntary or involuntary, before any distribution or payment shall be made to the holders of Junior Stock and after the payment in full of the Pre-Eighteen Month Series D Liquidation Preference and the Pre-Eighteen Month Series C Liquidation Preference, the holders of Series A Preferred and Series B Preferred shall be entitled to be paid out of the assets of the Company legally available for distribution, or the consideration received in such transaction, an amount per share of Series A Preferred and Series B Preferred equal to their applicable Original Issue Price (as adjusted for any stock dividends, combinations, subdivisions, splits, recapitalizations and the like with respect to such shares) plus all declared and unpaid dividends on such shares of Series A Preferred or Series B Preferred held by them (collectively, the “Pre-Eighteen Month Remaining Liquidation Preference”). If, upon any such liquidation, dissolution, or winding up, the assets of the Company (or the consideration received in such transaction) shall be insufficient to make payment in full to all holders of Series A Preferred and Series B Preferred of the Pre-Eighteen Month Remaining Liquidation Preference set forth in this Section 3(c), then such assets (or consideration) shall be distributed among the holders of Series A Preferred and Series B Preferred at the time outstanding, ratably in proportion to the full amounts to which they would otherwise be respectively entitled. d. For a period of eighteen (18) months after the Original Issue Date, upon any liquidation, dissolution, or winding up of the Company, whether voluntary or involuntary, and after the payment of the Pre-Eighteen Month Series D Liquidation Preference, the Pre-Eighteen Month Series C Liquidation Preference and the Pre-Eighteen Month Remaining Liquidation Preference as set forth in Sections 3(a), 3(b) and 3(c) above, the remaining assets of the Company legally available for distribution, if any, shall be distributed ratably to the holders of the Common Units Stock, Series D Preferred and Series C Preferred on an as-if-converted basis until such time as the holders of Series C Preferred have received an aggregate amount per share of Series C Preferred equal to four (4) times the Original Issue Price of the Series C Preferred (as adjusted for any stock dividends, combinations, subdivisions, splits, recapitalizations and the like with respect to such shares) plus all declared and unpaid dividends for each share of Series C Preferred held by them (including the Pre-Eighteen Month Series C Liquidation Preference); thereafter, the remaining assets of the Company legally available for distribution (or consideration received in such transaction), if any, shall be distributed ratably to the holders of the Common Stock. e. Following the eighteen (18) month period after the Original Issue Date, upon any liquidation, dissolution, or winding up of the Company, whether voluntary or involuntary, before any distribution or payment shall be made to the holders of any other series of Preferred Stock or to the holders of Junior Securities Stock, the holders of Series D Preferred and Series C Preferred shall be entitled to be paid out of the assets of the Company legally available for distribution, or the consideration received in such transaction, an amount per share of Series D Preferred or Series C Preferred equal to the applicable Original Issue Price (as adjusted for any stock dividends, combinations, subdivisions, splits, recapitalizations and the like with respect to the Series D Preferred and Series C Preferred) plus all declared and unpaid dividends on such shares of Series D Preferred and Series C Preferred (collectively, the “Post-Eighteen Month Series D and Series C Liquidation Preference”) for each share of Series D Preferred and Series C Preferred held by them. If, upon any such liquidation, dissolution, or winding up, the assets of the Company (or the consideration received in such transaction) shall be insufficient to make payment in full to all holders of Series D Preferred and Series C Preferred of the Post-Eighteen Month Series D and Series C Liquidation Preference set forth in this Section 3(e), then Outstanding according such assets (or consideration) shall be distributed among the holders of Series D Preferred and Series C Preferred at the time outstanding, ratably in proportion to the full amounts to which they would otherwise be entitled. f. Following the eighteen (18) month period after the Original Issue Date, upon any liquidation, dissolution, or winding up of the Company, whether voluntary or involuntary, before any distribution or payment shall be made to the holders of any Common Stock and after the payment in full of the Post-Eighteen Month Series D and Series C Liquidation Preference, the holders of Series A Preferred and Series B Preferred shall be entitled to be paid out of the assets of the Company legally available for distribution, or the consideration received in such transaction, an amount per share of Series A Preferred and Series B Preferred equal to their respective applicable Original Issue Price (as adjusted for any stock dividends, combinations, subdivisions, splits, recapitalizations and the like with respect to such shares) plus all declared and unpaid dividends on such shares of Series A Preferred or Series B Preferred held by them (collectively, the “Post-Eighteen Month Remaining Liquidation Preference”). If, upon any such liquidation, dissolution, or winding up, the assets of the Company (or the consideration received in such transaction) shall be insufficient to make payment in full to all holders of Series A Preferred and Series B Preferred of the Post-Eighteen Month Remaining Liquidation Preference set forth in this Section 3(f), then such assets (or consideration) shall be distributed among the holders of Series A Preferred and Series B Preferred at the time outstanding, ratably in proportion to the full amounts to which they would otherwise be respectively entitled. g. Following the eighteen (18) month period after the Original Issue Date, upon any liquidation, dissolution, or winding up of the Company, whether voluntary or involuntary, and after the payment of the Post-Eighteen Month Series D and Series C Liquidation Preference and the Post-Eighteen Month Remaining Liquidation Preference as set forth in Sections 3(e) and 3(f) above, the remaining assets of the Company legally available for distribution, if any, shall be distributed ratably to the holders of the Common Stock, Series D Preferred and Series C Preferred on an as-if-converted basis until such time as the holders of Series C Preferred have received an aggregate amount per share of Series C Preferred (as adjusted for any stock dividends, combinations, subdivisions, splits, recapitalizations and the like with respect to such shares) equal to four (4) times the Original Issue Price of the Series C Preferred plus all declared and unpaid dividends for each share of Series C Preferred held by them (including the Pre-Eighteen Month Series C Liquidation Preference); thereafter, the remaining assets of the Company legally available for distribution (or consideration received in such transaction), if any, shall be distributed ratably to the holders of the Common Stock. h. 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 entity or person, or any other corporate reorganization, business combination or tender offer, in which the shareholders of the Company, as constituted immediately prior to such consolidation, merger, reorganization, combination or tender offer, own less than 50% of the voting power of the Company or the surviving or acquiring entity or person immediately after such consolidation, merger, reorganization, combination or tender offer, or the closing of the transfer (whether by merger, consolidation or otherwise), in one transaction or series of related transactions, to a person or group of affiliated persons (other than the underwriter of this Company’s securities), of securities of the Company if, after such closing, such person or group of affiliated persons would hold in excess of fifty percent (50%) of the Company’s voting power (an “Acquisition”); provided, that an Acquisition should not include (x) any consolidation or merger effected exclusively to change the domicile of the Company, or (y) any transaction or series of transactions principally for bona fide equity financing purposes, as approved pursuant to Section 2, and pursuant to which the holders of the Series Preferred have rights identical to those set forth herein. (ii) A sale or other disposition, lease or license of all or substantially all of the assets of the Company (an “Asset Transfer”). i. In any of such liquidation events, if the consideration received by the Company is other than cash, its value will be deemed its fair market value as determined in good faith by the Board, including the unanimous approval of the directors and, if the Company receives a written request from the holders of thirty percent (30%) of the Series D Preferred, an opinion from a nationally recognized financial advisor. Any securities shall be valued as follows: (i) Securities not subject to investment letter or other similar restrictions on free marketability covered by (ii) below: (A) If traded on a securities exchange or through the Nasdaq National Market, the value shall be deemed to be the average of the closing prices of the securities on such quotation system over the thirty (30) day period ending three (3) days prior to the closing; (B) 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 thirty (30) day period ending three (3) days prior to the closing; and (C) If there is no active public market, the value shall be the fair market value thereof, as determined in good faith by the unanimous approval of the Board, if the Company receives a written request from the holders of thirty percent (30%) of the Series D Preferred, an opinion from a nationally recognized financial advisor. (ii) The method of valuation of securities subject to investment letter or other restrictions on free marketability (other than restrictions arising solely by virtue of a shareholder’s status as an affiliate or former affiliate) shall be to make an appropriate discount from the market value determined as above in (i)(A), (B) or (C) to reflect the approximate fair market value thereof, as determined in good faith by the Board, including the unanimous approval of the directors and, if the Company receives a written request from the holders of thirty percent (30%) of the Series D Preferred, an opinion from a nationally recognized financial advisor. j. Notwithstanding anything to the contrary in this Section 3, upon any liquidation, dissolution or winding up of the Company, each holder of Series Preferred shall be entitled to receive, for each share of Series Preferred then held, the greater of (i) the amount of cash, securities or other property to which such holder would be entitled to receive in a liquidation pursuant to Section 3 hereof, or (ii) the amount of cash, securities or other property to which such holder would be entitled to receive in a liquidation pursuant to Section 3 hereof if such holder had converted such shares of Series Preferred into Common Stock immediately prior to such liquidation, dissolution or winding up of the Company. k. In the event the requirements of this Section 3 are not complied with, the Company shall forthwith either: (i) cause the closing of a liquidation transaction to be postponed until such time as the requirements of this Section 3 have been complied with; or (ii) cancel such liquidation transaction, in which event the rights, preferences and preferencesprivileges of the holders of the Series Preferred 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 4(k) below.

Liquidation Rights. (a) Upon the occurrence of any Liquidation Event, Series A Holders shall be entitled to receive out of the assets of the Partnership or proceeds thereof legally available for distribution to the Partners, (i) after satisfaction of all liabilities, if any, to creditors of the Partnership, (ii) after all applicable distributions of such assets or proceeds being made to or set aside for the holders of any Senior Securities then Outstanding in respect of such Liquidation Event, (iii) concurrently with any applicable distributions of such assets or proceeds being made to or set aside for holders of any Series A Preference Units or other Parity Securities then Outstanding in respect of such Liquidation Event and (iv) before any distribution of such assets or proceeds is made to or set aside for the holders of Common Units, Class B Units and any other classes or series of Junior Securities as to such distribution, a liquidating distribution or payment in full redemption of such Series A Preference Units in an amount equal to the Series A Liquidation Preference. For purposes of clarity, upon the occurrence of any Liquidation Event, (x) the holders of then Outstanding Senior Securities shall be entitled to receive the applicable Liquidation Preference on such Senior Securities before any distribution shall be made with respect to the Series A Preference Units or any Parity Securities and (y) the Series A Holders shall be entitled to the Series A Liquidation Preference per Series A Preference Unit in cash, concurrently with any distribution made to the holders of any Parity Securities and before any distribution shall be made to the holders of Common Units, Class B Units or any other Junior Securities. Series A Holders shall not be entitled to any other amounts from the Partnership, in their capacity as Series A Holders, after they have received the Series A Liquidation Preference. The payment of the Series A Liquidation Preference shall be a payment in redemption of the Series A Preference Units such that, from and after payment of the full Series A Liquidation Preference, any such Series A Preference Unit 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 Outstanding Series A Preference Units and any other Parity Securities are insufficient to satisfy the applicable Liquidation Preference for such Series A Preference Units and Parity Securities, the Partnership’s then remaining assets or proceeds thereof legally available for distribution to unitholders of the Partnership shall be distributed among the holders of Outstanding Series A Preference Units and such Parity Securities, as applicable, ratably on the basis of their relative aggregate Liquidation Preferences. To the extent that the Series A Holders receive a partial payment of their Series A Liquidation Preference, such partial payment shall reduce the Series A Liquidation Preference of their Series A Preference Units, but only to the extent of such amount paid. (c) After payment of the applicable Liquidation Preference to the holders of the Outstanding Series A Preference Units and any other Parity Securities, the Partnership’s remaining assets and funds shall be distributed among the holders of the Common Units, Class B Units and any other Junior Securities then Outstanding according to their respective rights and preferences.

Liquidation Rights. (a) Upon the occurrence of any Liquidation Event, Series A Holders shall be entitled to receive out of the assets of the Partnership or proceeds thereof legally available for distribution to the Partners, (i) after satisfaction of all liabilities, if any, to creditors of the Partnership, (ii) after all applicable distributions of such assets or proceeds being made to or set aside for the holders of any Senior Securities then Outstanding in respect of such Liquidation Event, (iii) concurrently with any applicable distributions of such assets or proceeds being made to or set aside for holders of any Series A Preference Units or other Parity Securities then Outstanding in respect of such Liquidation Event and (iv) before any distribution of such assets or proceeds is made to or set aside for the holders of Common Units and any other classes or series of Junior Securities as to such distribution, a liquidating distribution or payment in full redemption of such Series A Preference Preferred Units in an amount equal to the Series A Liquidation Preference. For purposes of clarity, upon the occurrence of any Liquidation Event, (x) the holders of then Outstanding Senior Securities shall be entitled to receive the applicable Liquidation Preference on such Senior Securities before any distribution shall be made with respect to the Series A Preference Units Holders or any Parity Securities and (y) the Series A Holders shall be entitled to the Series A Liquidation Preference per Series A Preference Preferred Unit in cash, cash concurrently with any distribution made to the holders of any Parity Securities and before any distribution shall be made to the holders of Common Units or any other Junior Securities. Series A Holders shall not be entitled to any other amounts from the Partnership, in their capacity as Series A Holders, after they have received the Series A Liquidation Preference. The payment of the Series A Liquidation Preference shall be a payment in redemption of the Series A Preference Preferred Units such that, from and after payment of the full Series A Liquidation Preference, any such Series A Preference Preferred Unit 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 Outstanding Series A Preference Preferred Units and any other Parity Securities are insufficient to satisfy the applicable Liquidation Preference for such Series A Preference Preferred Units and Parity Securities, the Partnership’s then remaining assets or proceeds thereof legally available for distribution to unitholders shareholders of the Partnership shall be distributed among the holders of Outstanding Series A Preference Preferred Units and such Parity Securities, as applicable, ratably on the basis of their relative aggregate Liquidation Preferences. To the extent that the Series A Holders receive a partial payment of their Series A Liquidation Preference, such partial payment shall reduce the Series A Liquidation Preference of their Series A Preference Preferred Units, but only to the extent of such amount paid. (c) After payment of the applicable Liquidation Preference to the holders of the Outstanding Series A Preference Preferred Units and any other Parity Securities, the Partnership’s remaining assets and funds shall be distributed among the holders of the Common Units and any other Junior Securities then Outstanding according to their respective rights and preferences.

Liquidation Rights. (a) Upon the occurrence of any Liquidation Event, Series A Holders shall be entitled to receive out of the assets of the Partnership or proceeds thereof legally available for distribution to the Partners, (i) after satisfaction of all liabilities, if any, to creditors of the Partnership, (ii) after all applicable distributions of such assets or proceeds being made to or set aside for the holders of any Senior Securities then Outstanding in respect of such Liquidation Event, (iii) concurrently with any applicable distributions of such assets or proceeds being made to or set aside for holders of any Series A Preference Units or other Parity Securities then Outstanding in respect of such Liquidation Event and (iv) before any distribution of such assets or proceeds is made to or set aside for the holders of Common Units, Subordinated Units and any other classes or series of Junior Securities as to such distribution, a liquidating distribution or payment in full redemption of such Series A Preference Preferred Units in an amount equal to the Series A Liquidation Preference. For purposes of clarity, upon the occurrence of any Liquidation Event, (x) the holders of then Outstanding Senior Securities shall be entitled to receive the applicable Liquidation Preference on such Senior Securities before any distribution shall be made with respect to the Series A Preference Preferred Units or any Parity Securities and (y) the Series A Holders shall be entitled to the Series A Liquidation Preference per Series A Preference Preferred Unit in cash, cash concurrently with any distribution made to the holders of any Parity Securities and before any distribution shall be made to the holders of Common Units, Subordinated Units or any other Junior Securities. Series A Holders shall not be entitled to any other amounts from the Partnership, in their capacity as Series A Holders, after they have received the Series A Liquidation Preference. The payment of the Series A Liquidation Preference shall be a payment in redemption of the Series A Preference Preferred Units such that, from and after payment of the full Series A Liquidation Preference, any such Series A Preference Preferred Unit 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 Outstanding Series A Preference Preferred Units and any other Parity Securities are insufficient to satisfy the applicable Liquidation Preference for such Series A Preference Preferred Units and Parity Securities, the Partnership’s then remaining assets or proceeds thereof legally available for distribution to unitholders of the Partnership shall be distributed among the holders of Outstanding Series A Preference Preferred Units and such Parity Securities, as applicable, ratably on the basis of their relative aggregate Liquidation Preferences. To the extent that the Series A Holders receive a partial payment of their Series A Liquidation Preference, such partial payment shall reduce the Series A Liquidation Preference of their Series A Preference Preferred Units, but only to the extent of such amount paid. (c) After payment of the applicable Liquidation Preference to the holders of the Outstanding Series A Preference Preferred Units and any other Parity Securities, the Partnership’s remaining assets and funds shall be distributed among the holders of the Common Units and any other Junior Securities then Outstanding according to their respective rights and preferences.

Liquidation Rights. (a) Upon the occurrence of any Liquidation Event, Series A B Holders shall be entitled to receive out of the assets of the Partnership or proceeds thereof legally available for distribution to the Partners, (i) after satisfaction of all liabilities, if any, to creditors of the Partnership, (ii) after all applicable distributions of such assets or proceeds being made to or set aside for the holders of any Senior Securities then Outstanding in respect of such Liquidation Event, (iii) concurrently with any applicable distributions of such assets or proceeds being made to or set aside for holders of any Series A Preference B Preferred Units or other Parity Securities then Outstanding in respect of such Liquidation Event and (iv) before any distribution of such assets or proceeds is made to or set aside for the holders of Common Units and any other classes or series of Junior Securities as to such distribution, a liquidating distribution or payment in full redemption of such Series A Preference B Preferred Units in an amount equal to the Series A B Liquidation Preference. For purposes of clarity, upon the occurrence of any Liquidation Event, (x) the holders of then Outstanding Senior Securities shall be entitled to receive the applicable Liquidation Preference on such Senior Securities before any distribution shall be made with respect to the Series A Preference B Preferred Units or any Parity Securities and (y) the Series A B Holders shall be entitled to the Series A B Liquidation Preference per Series A Preference B Preferred Unit in cash, concurrently with any distribution made to the holders of any Parity Securities and before any distribution shall be made to the holders of Common Units or any other Junior Securities. Series A B Holders shall not be entitled to any other amounts from the Partnership, in their capacity as Series A B Holders, after they have received the Series A B Liquidation Preference. The payment of the Series A B Liquidation Preference shall be a payment in redemption of the Series A Preference B Preferred Units such that, from and after payment of the full Series A B Liquidation Preference, any such Series A Preference B Preferred Unit shall thereafter be cancelled and no longer be Outstanding. (b) If, in the event of any distribution or payment described in Section 16.4(a17.4(a) above where the Partnership’s 's assets available for distribution to holders of the Outstanding Series A Preference B Preferred Units and any other Parity Securities are insufficient to satisfy the applicable Liquidation Preference for such Series A Preference B Preferred Units and Parity Securities, the Partnership’s 's then remaining assets or proceeds thereof legally available for distribution to unitholders of the Partnership shall be distributed among the holders of Outstanding Series A Preference B Preferred Units and such Parity Securities, as applicable, ratably on the basis of their relative aggregate Liquidation Preferences. To the extent that the Series A B Holders receive a partial payment of their Series A B Liquidation Preference, such partial payment shall reduce the Series A B Liquidation Preference of their Series A Preference B Preferred Units, but only to the extent of such amount paid. (c) After payment of the applicable Liquidation Preference to the holders of the Outstanding Series A Preference B Preferred Units and any other Parity Securities, the Partnership’s 's remaining assets and funds shall be distributed among the holders of the Common Units and any other Junior Securities then Outstanding according to their respective rights and preferences.

Liquidation Rights. (aA) Upon Subject to Section 5.11(c)(iii)(B), upon the occurrence of any Liquidation Event, Series A Holders Preferred Unitholders (to the extent their Series A Preferred Units have not been converted to Common Units in accordance with Section 5.11(c)(vii) prior to the occurrence of such Liquidation Event) shall be entitled to receive out of the assets of the Partnership or proceeds thereof legally available for distribution to the Partners, (i) after satisfaction of all liabilities, if any, to creditors of the Partnership, (ii) after all applicable distributions of such assets or proceeds being made to or set aside for the holders of any Series A Senior Securities then Outstanding in respect of such Liquidation Event, (iii) concurrently with any applicable distributions of such assets or proceeds being made to or set aside for holders of any Series A Preference Units or other Parity Securities Interests then Outstanding in respect of such Liquidation Event and (iv) before any distribution of such assets or proceeds is made to or set aside for the holders of Common Units and any other classes or series of Series A Junior Securities as to such distribution, a liquidating distribution or payment in full redemption of such Series A Preference Units Preferred Units, in an amount equal to the Series A Liquidation Preference. For purposes of clarity, upon the occurrence of any Liquidation Event, (x) the holders of then Outstanding Series A Series A Senior Securities shall be entitled to receive the applicable Liquidation Preference on such Series A Senior Securities before any distribution shall be made with respect to the Series A Preference Preferred Units or any Series A Parity Securities and (y) the Series A Holders Preferred Unitholders shall be entitled to the Series A Liquidation Preference per Series A Preference Preferred Unit in cash, concurrently with any distribution made to the holders of any Series A Parity Securities and before any distribution shall be made to the holders of Common Units or any other Series A Junior Securities. Series A Preferred Holders shall not be entitled to any other amounts from the Partnership, in their capacity as Series A Preferred Holders, after they have received the Series A Liquidation Preference. The payment of the Series A Liquidation Preference in full shall be a payment in redemption of the Series A Preference Units Preferred Units, such that, from and after payment of the full Series A Liquidation Preference, any such Series A Preference Preferred Unit shall thereafter be cancelled and no longer be Outstanding. (bB) If, in the event of any distribution or payment described in Section 16.4(a5.11(c)(iii)(A) above where the Partnership’s assets available for distribution to holders of the Outstanding Series A Preference Preferred Units and any other Series A Parity Securities Interests are insufficient to satisfy the applicable Liquidation Preference for such Series A Preference Preferred Units and Parity SecuritiesInterests, the Partnership’s then remaining assets or proceeds thereof legally available for distribution to unitholders of the Partnership shall be distributed among the holders of Outstanding Series A Preference Preferred Units and such Series A Parity Securities, as applicable, ratably on the basis of their relative aggregate Liquidation Preferences. To the extent that the Series A Preferred Holders receive a partial payment of their Series A Liquidation Preference, such partial payment shall reduce the Series A Liquidation Preference of their Series A Preference Preferred Units, but only to the extent of such amount paid. (cC) After payment of the applicable Liquidation Preference in full to the holders of the Outstanding Series A Preference Preferred Units and any other Series A Parity Securities, the Partnership’s remaining assets and funds shall be distributed among the holders of the Common Units and any other Series A Junior Securities then Outstanding according to their respective rights and preferences.

Liquidation Rights. (a) Upon the occurrence of any Liquidation Event, Series A Holders shall be entitled to receive out of the assets of the Partnership or proceeds thereof legally available for distribution to the Partners, (i) after satisfaction of all liabilities, if any, to creditors of the Partnership, (ii) after all applicable distributions of such assets or proceeds being made to or set aside for the holders of any Senior Securities then Outstanding in respect of such Liquidation Event, (iii) concurrently with any applicable distributions of such assets or proceeds being made to or set aside for holders of any Series A Preference Preferred Units or other Parity Securities then Outstanding in respect of such Liquidation Event and (iv) before any distribution of such assets or proceeds is made to or set aside for the holders of Common Units and any other classes or series of Junior Securities as to such distribution, a liquidating distribution or payment in full redemption of such Series A Preference Preferred Units in an amount equal to the Series A Liquidation Preference. For purposes of clarity, upon the occurrence of any Liquidation Event, (x) the holders of then Outstanding Senior Securities shall be entitled to receive the applicable Liquidation Preference on such Senior Securities before any distribution shall be made with respect to the Series A Preference Preferred Units or any Parity Securities and (y) the Series A Holders shall be entitled to the Series A Liquidation Preference per Series A Preference Preferred Unit in cash, concurrently with any distribution made to the holders of any Parity Securities and before any distribution shall be made to the holders of Common Units or any other Junior Securities. Series A Holders shall not be entitled to any other amounts from the Partnership, in their capacity as Series A Holders, after they have received the Series A Liquidation Preference. The payment of the Series A Liquidation Preference shall be a payment in redemption of the Series A Preference Preferred Units such that, from and after payment of the full Series A Liquidation Preference, any such Series A Preference Preferred Unit 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 's assets available for distribution to holders of the Outstanding Series A Preference Preferred Units and any other Parity Securities are insufficient to satisfy the applicable Liquidation Preference for such Series A Preference Preferred Units and Parity Securities, the Partnership’s 's then remaining assets or proceeds thereof legally available for distribution to unitholders of the Partnership shall be distributed among the holders of Outstanding Series A Preference Preferred Units and such Parity Securities, as applicable, ratably on the basis of their relative aggregate Liquidation Preferences. To the extent that the Series A Holders receive a partial payment of their Series A Liquidation Preference, such partial payment shall reduce the Series A Liquidation Preference of their Series A Preference Preferred Units, but only to the extent of such amount paid. (c) After payment of the applicable Liquidation Preference to the holders of the Outstanding Series A Preference Preferred Units and any other Parity Securities, the Partnership’s 's remaining assets and funds shall be distributed among the holders of the Common Units and any other Junior Securities then Outstanding according to their respective rights and preferences.

Liquidation Rights. (a) Upon the occurrence of any Liquidation Event, Series A B Holders shall be entitled to receive out of the assets of the Partnership Company or proceeds thereof legally available for distribution to stockholders of the PartnersCompany, (i) after satisfaction of all liabilities, if any, to creditors of the PartnershipCompany, (ii) after all applicable distributions of such assets or proceeds being made to or set aside for the holders of any Senior Securities then Outstanding outstanding in respect of such Liquidation Event, (iii) concurrently with any applicable distributions of such assets or proceeds being made to or set aside for holders of any Series A Preference Units or other Parity Securities then Outstanding outstanding in respect of such Liquidation Event and (iv) before any distribution of such assets or proceeds is made to or set aside for the holders of Common Units Stock and any other classes or series of Junior Securities as to such distribution, a liquidating distribution or payment in full redemption of such Series A Preference Units B Preferred Shares in an amount equal to the Series A B Liquidation Preference, plus the amount of any accumulated and unpaid dividends thereon (whether or not such dividends have been declared). For purposes of clarity, upon the occurrence of any Liquidation Event, (x) the holders of then Outstanding outstanding Senior Securities shall be entitled to receive the applicable Liquidation Preference Preference, plus the amount of any accumulated and unpaid dividends thereon (whether or not such dividends shall have been declared), on such Senior Securities before any distribution shall be made with respect to the Series A Preference Units B Holders or any Parity Securities and (y) the Series A B Holders shall be entitled to the Series A B Liquidation Preference Preference, plus the amount of any accumulated and unpaid dividends thereon (whether or not such dividends shall have been declared), per share of Series A Preference Unit B Preferred Shares in cash, cash concurrently with any distribution made to the holders of any Parity Securities and before any distribution shall be made to the holders of Common Units Stock or any other Junior Securities. Series A B Holders shall not be entitled to any other amounts from the PartnershipCompany, in their capacity as Series A B Holders, after they have received the Series A B Liquidation Preference, plus the amount of any accumulated and unpaid dividends thereon (whether or not such dividends shall have been declared). The payment of the Series A B Liquidation Preference shall be a payment in redemption of the Series A Preference Units B Preferred Shares such that, from and after payment of the full Series A B Liquidation Preference, plus the amount of any accumulated and unpaid dividends thereon (whether or not such dividends shall have been declared), any such share of Series A Preference Unit B Preferred Shares shall thereafter be cancelled and no longer be Outstandingoutstanding. (b) If, in In the event of any distribution or payment described in Section 16.4(a4(a) above where the PartnershipCompany’s assets available for distribution to holders of the Outstanding outstanding Series A Preference Units B Preferred Shares and any other Parity Securities are insufficient to satisfy the applicable Liquidation Preference Preference, plus the amount of any accumulated and unpaid dividends thereon (whether or not such dividends shall have been declared), for such Series A Preference Units B Preferred Shares and Parity Securities, the PartnershipCompany’s then remaining assets or proceeds thereof legally available for distribution to unitholders shareholders of the Partnership Company shall be distributed among the holders of Outstanding outstanding Series A Preference Units B Preferred Shares and such Parity Securities, as applicable, ratably on the basis of their relative aggregate Liquidation Preferences, plus the amount of any accumulated and unpaid dividends thereon (whether or not such dividends shall have been declared). To the extent that the Series A B Holders receive a partial payment of their Series A B Liquidation Preference, such partial payment shall reduce the Series A B Liquidation Preference of their Series A Preference UnitsB Preferred Shares, but only to the extent of such amount paid. (c) After payment of the applicable Liquidation Preference Preference, plus the amount of any accumulated and unpaid dividends thereon (whether or not such dividends shall have been declared) to the holders of the Outstanding outstanding Series A Preference Units B Preferred Shares and any other Parity Securities, the PartnershipCompany’s remaining assets and funds shall be distributed among the holders of the Common Units Stock and any other Junior Securities then Outstanding outstanding according to their respective rights and preferences.

Liquidation Rights. (a) Upon the occurrence of any Liquidation Event, Series A Holders shall be entitled to receive out of the assets of the Partnership or proceeds thereof legally available for distribution to the Partners, (i) after satisfaction of all liabilities, if any, to creditors of the Partnership, (ii) after all applicable distributions of such assets or proceeds being made to or set aside for the holders of any Senior Securities then Outstanding in respect of such Liquidation Event, (iii) concurrently with any applicable distributions of such assets or proceeds being made to or set aside for holders of any Series A Preference Preferred Units or other Parity Securities then Outstanding in respect of such Liquidation Event and (iv) before any distribution of such assets or proceeds is made to or set aside for the holders of Common Units and any other classes or series of Junior Securities as to such distribution, a liquidating distribution or payment in full redemption of such Series A Preference Preferred Units in an amount equal to the Series A Liquidation Preference. For purposes of clarity, upon the occurrence of any Liquidation Event, (x) the holders of then Outstanding Senior Securities shall be entitled to receive the applicable Liquidation Preference on such Senior Securities before any distribution shall be made with respect to the Series A Preference Preferred Units or any Parity Securities and (y) the Series A Holders shall be entitled to the Series A Liquidation Preference per Series A Preference Preferred Unit in cash, concurrently with any distribution made to the holders of any Parity Securities and before any distribution shall be made to the holders of Common Units or any other Junior Securities. Series A Holders shall not be entitled to any other amounts from the Partnership, in their capacity as Series A Holders, after they have received the Series A Liquidation Preference. The payment of the Series A Liquidation Preference shall be a payment in redemption of the Series A Preference Preferred Units such that, from and after payment of the full Series A Liquidation Preference, any such Series A Preference Preferred Unit 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 Outstanding Series A Preference Preferred Units and any other Parity Securities are insufficient to satisfy the applicable Liquidation Preference for such Series A Preference Preferred Units and Parity Securities, the Partnership’s then remaining assets or proceeds thereof legally available for distribution to unitholders shareholders of the Partnership shall be distributed among the holders of Outstanding Series A Preference Preferred Units and such Parity Securities, as applicable, ratably on the basis of their relative aggregate Liquidation Preferences. To the extent that the Series A Holders receive a partial payment of their Series A Liquidation Preference, such partial payment shall reduce the Series A Liquidation Preference of their Series A Preference Preferred Units, but only to the extent of such amount paid. (c) After payment of the applicable Liquidation Preference to the holders of the Outstanding Series A Preference Preferred Units and any other Parity Securities, the Partnership’s remaining assets and funds shall be distributed among the holders of the Common Units and any other Junior Securities then Outstanding according to their respective rights and preferences.