Common use of Liquidation Rights Clause in Contracts

Liquidation Rights. (1) Upon the voluntary or involuntary dissolution, liquidation or winding up of the Partnership, the General Partner, in its capacity as the holder of the Series A Preferred Partnership Units then outstanding, shall be entitled to receive and to be paid out of the assets of the Partnership available for distribution to its partners, before any payment or distribution shall be made on any Junior Partnership Units, the amount of $1,000.00 per Series A Preferred Partnership Unit, plus accrued and unpaid quarterly distributions thereon. (2) After the payment to the holders of the Series A Preferred Partnership Units of the full preferential amounts provided for herein, the General Partner, in its capacity as the holder of the Series A Preferred Partnership Units as such, shall have no right or claim to any of the remaining assets of the Partnership. (3) If, upon any voluntary or involuntary dissolution, liquidation, or winding up of the Partnership, the amounts payable with respect to the preference value of the Series A Preferred Partnership Units and any other Preferred Partnership Units of the Partnership ranking as to any such distribution on a parity with the Series A Preferred Partnership Units are not paid in full, the holders of the Series A Preferred Partnership Units and of such other Preferred Partnership Units will share ratably in any such distribution of assets of the Partnership in proportion to the full respective preference amounts to which they are entitled. (4) Neither the sale, lease or conveyance of all or substantially all of the property or business of the Partnership, nor the merger or consolidation of the Partnership into or with any other entity or the merger or consolidation of any other entity into or with the Partnership, shall be deemed to be a dissolution, liquidation or winding up, voluntary or involuntary, for the purposes hereof.

Liquidation Rights. (1) Upon the voluntary or involuntary dissolution, liquidation or winding up of the Partnership, the General Partner, in its capacity as the holder of the Series A D Preferred Partnership Units then outstanding, shall be entitled to receive and to be paid out of the assets of the Partnership available for distribution to its partners, before any payment or distribution shall be made on any Junior Partnership Units, the amount of $1,000.00 250.00 per Series A D Preferred Partnership Unit, plus accrued and unpaid quarterly distributions thereon. (2) After the payment to the holders of the Series A D Preferred Partnership Units of the full preferential amounts provided for herein, the General Partner, in its capacity as the holder of the Series A D Preferred Partnership Units as such, shall have no right or claim to any of the remaining assets of the Partnership. (3) If, upon any voluntary or involuntary dissolution, liquidation, or winding up of the Partnership, the amounts payable with respect to the preference value of the Series A D Preferred Partnership Units and any other Preferred Partnership Units of the Partnership ranking as to any such distribution on a parity with the Series A D Preferred Partnership Units are not paid in full, the holders of the Series A D Preferred Partnership Units and of such other Preferred Partnership Units will share ratably in any such distribution of assets of the Partnership in proportion to the full respective preference amounts to which they are entitled. (4) Neither the sale, lease or conveyance of all or substantially all of the property or business of the Partnership, nor the merger or consolidation of the Partnership into or with any other entity or the merger or consolidation of any other entity into or with the Partnership, shall be deemed to be a dissolution, liquidation or winding up, voluntary or involuntary, for the purposes hereof.

Liquidation Rights. (1) Upon the voluntary or involuntary dissolution, liquidation or winding up of the Partnership, the General PartnerPost Partners, in its their capacity as the holder holders of the Series A C Preferred Partnership Units then outstanding, shall be entitled to receive and to be paid out of the assets of the Partnership available for distribution to its partners, before any payment or distribution shall be made on any Junior Partnership Units, the amount of $1,000.00 25.00 per Series A C Preferred Partnership Unit, plus accrued and unpaid quarterly distributions thereon. (2) After the payment to the holders of the Series A C Preferred Partnership Units of the full preferential amounts provided for herein, the General PartnerPost Partners, in its their capacity as the holder holders of the Series A C Preferred Partnership Units as such, shall have no right or claim to any of the remaining assets of the Partnership. (3) If, upon any voluntary or involuntary dissolution, liquidation, or winding up upon of the Partnership, the amounts payable with respect to the preference value of the Series A C Preferred Partnership Units and any other Preferred Partnership Units of the Partnership ranking as to any such distribution on a parity with the Series A C Preferred Partnership Units are not paid in full, the holders of the Series A C Preferred Partnership Units and of such other Preferred Partnership Units will share ratably in any such distribution of assets of the Partnership in proportion to the full respective preference amounts to which they are entitled. (4) Neither the sale, lease or conveyance of all or substantially all of the property or business of the Partnership, nor the merger or consolidation of the Partnership into or with any other entity or the merger or consolidation of any other entity into or with the Partnership, shall be deemed to be a dissolution, liquidation or winding up, voluntary or involuntary, for the purposes hereof.

Liquidation Rights. (1) Upon the voluntary or involuntary dissolution, liquidation or winding up of the Partnership, the General Partner, in its capacity as the holder of the Series A J Preferred Partnership Units then outstanding, outstanding shall be entitled to receive and to be paid out of the assets of the Partnership legally available for distribution to its partnersthe Partners, before any payment or distribution shall be made on any Junior Partnership Units or any Fully Junior Units, the amount of $1,000.00 250.00 per Series A J Preferred Partnership Unit, plus an amount equal to any accrued and unpaid quarterly distributions thereonDistributions thereon to the date of such liquidation, dissolution or winding up. (2) After the payment to the holders of the Series A Preferred Partnership Units of the full preferential amounts amount of the liquidating distributions provided for herein, the General Partner, in its capacity as this Exhibit J to the holder of the Series A J Preferred Partnership Units as suchUnits, such holder shall have no right or claim to any of the remaining assets of the Partnership. (3) If, upon any voluntary or involuntary dissolution, liquidation, liquidation or winding up of the Partnership, the amounts payable with respect to the preference value liquidating distributions of the Series A J Preferred Partnership Units and any other Preferred Partnership Units of the Partnership ranking as to any such distribution on a parity with the Series A J Preferred Partnership Units are not paid in full, the holders of the Series A J Preferred Partnership Units and of such other Preferred Partnership Units will share ratably in any such distribution of assets of the Partnership in proportion to the full respective preference amounts liquidating distributions to which they are entitled. (4) Neither the sale, lease lease, transfer or conveyance of all or substantially all of the property or business of the Partnership, nor the merger or consolidation of the Partnership into or with any other entity or nor the merger or consolidation of any other entity into or with the Partnership, Partnership shall be deemed to be a dissolution, liquidation or winding up, voluntary or involuntary, for the purposes hereof.of this Exhibit J.

Liquidation Rights. (1) Upon the voluntary or involuntary dissolution, liquidation or winding up of the Partnership, the General Partner, in its capacity as the holder of the Series A B Preferred Partnership Units then outstanding, shall be entitled to receive and to be paid out of the assets of the Partnership available for distribution to its partners, before any payment or distribution shall be made on any Junior Partnership Units, the amount of $1,000.00 25.00 per Series A B Preferred Partnership Unit, plus accrued and unpaid quarterly distributions thereon. (2) After the payment to the holders of the Series A B Preferred Partnership Units of the full preferential amounts provided for herein, the General Partner, in its capacity as the holder of the Series A B Preferred Partnership Units as such, shall have no right or claim to any of the remaining assets of the Partnership. (3) If, upon any voluntary or involuntary dissolution, liquidation, or winding up of the Partnership, the amounts payable with respect to the preference value of the Series A B Preferred Partnership Units and any other Preferred Partnership Units of the Partnership ranking as to any such distribution on a parity with the Series A B Preferred Partnership Units are not paid in full, the holders of the Series A B Preferred Partnership Units and of such other Preferred Partnership Units will share ratably in any such distribution of assets of the Partnership in proportion to the full respective preference amounts to which they are entitled. (4) Neither the sale, lease or conveyance of all or substantially all of the property or business of the Partnership, nor the merger or consolidation of the Partnership into or with any other entity or the merger or consolidation of any other entity into or with the Partnership, shall be deemed to be a dissolution, liquidation or winding up, voluntary or involuntary, for the purposes hereof.

Liquidation Rights. (1) Upon the any voluntary or involuntary dissolutionliquidation, liquidation dissolution or winding winding-up of the affairs of the Operating Partnership, the General Partner, in its capacity as the holder holders of the units of Series A B Preferred Partnership Units then outstanding, shall be entitled to receive and to be paid out of the assets of the Operating Partnership legally available for distribution to its partnersUnit holders a liquidation preference of $50.00 per unit, plus an amount equal to any accrued and unpaid dividends to the date of payment (whether or not declared), before any distribution or payment or distribution shall be made on to holders of shares of Common Units or any Junior other class or series of Units of the Operating Partnership Unitsranking junior to the Series B Preferred Units as to liquidation rights. In the event that, upon such voluntary or involuntary liquidation, dissolution or winding-up, the available assets of the Operating Partnership are insufficient to pay the amount of $1,000.00 per the liquidating distributions on all outstanding units of Series A B Preferred Units and the corresponding amounts payable on all units of other classes or series of units of the Operating Partnership Unitranking on a parity with the Series B Preferred Units in the distribution of assets, plus accrued and unpaid quarterly distributions thereon. (2) After the payment to then the holders of the Series A B Preferred Partnership Units and all other such classes or series of units shall share ratably in any such distribution of assets in proportion to the full liquidating distributions to which they would otherwise be respectively entitled. Holders of Series B Preferred Units shall be entitled to written notice of any such liquidation. After payment of the full preferential amounts provided for hereinamount of the liquidating distributions to which they are entitled, the General Partner, in its capacity as the holder holders of the Series A B Preferred Partnership Units as such, shall will have no right or claim to any of the remaining assets of the Operating Partnership. (3) If. The consolidation or merger of the Operating Partnership with or into any corporation, upon trust or entity or of any voluntary corporation, trust or involuntary dissolution, liquidationother entity, or winding up of the Partnership, the amounts payable with respect to the preference value of the Series A Preferred Partnership Units and any other Preferred Partnership Units of the Partnership ranking as to any such distribution on a parity with the Series A Preferred Partnership Units are not paid in full, the holders of the Series A Preferred Partnership Units and of such other Preferred Partnership Units will share ratably in any such distribution of assets of the Partnership in proportion to the full respective preference amounts to which they are entitled. (4) Neither the sale, lease or conveyance of all or substantially all of the property or business of the Partnership, nor the merger or consolidation of the Operating Partnership into or with any other entity or the merger or consolidation of any other entity into or with the Partnership, shall not be deemed to be constitute a dissolutionliquidation, liquidation dissolution or winding up, voluntary or involuntary, for winding-up of the purposes hereofOperating Partnership.

Liquidation Rights. (1a) Upon the voluntary or involuntary dissolution, liquidation or winding up of the PartnershipCorporation or the Operating Partnership (a “liquidation”), the General Partner, in its capacity as the holder holders of the Series A J Preferred Partnership Units then outstanding, outstanding shall be entitled to receive in cash or property (at its fair market value determined by the Managing General Partner of the Operating Partnership) and to be paid out of the assets of the Operating Partnership legally available for distribution to its partners, before any payment or distribution shall be made on any Junior Partnership Units, the amount of $1,000.00 50.00 per Series A Preferred Partnership Unitunit, plus accrued accumulated and unpaid quarterly distributions thereondistributions, if any, thereon to and including the date of liquidation. (2b) After the payment to the holders of the Series A J Preferred Partnership Units of the full preferential liquidation amounts provided for hereinin paragraph (a), the General Partner, in its capacity as the holder holders of the Series A J Preferred Partnership Units Units, as such, shall have no right or claim to any of the remaining assets of the Operating Partnership. (3c) If, upon any voluntary or involuntary dissolution, liquidation, or winding up of the Operating Partnership, the amounts payable with respect to the preference value of distributions on the Series A J Preferred Partnership Units and any each other series of Preferred Partnership Units of the Operating Partnership ranking ranking, as to any such distribution liquidation rights, on a parity with the Series A J Preferred Partnership Units are not paid in full, the holders of the Series A J Preferred Partnership Units and of such any other Preferred Units of the Operating Partnership ranking, as to liquidation rights, on a parity with the Series J Preferred Units will shall share ratably in any such distribution of assets of the Operating Partnership in proportion to the full respective preference amounts to which they are would otherwise be respectively entitled. (4d) Neither the sale, lease lease, transfer or conveyance of all or substantially all of the property or business of the Operating Partnership, nor the merger or consolidation of the Operating Partnership into or with any other entity or the merger or consolidation of any other entity into or with the Operating Partnership, shall be deemed to be a dissolution, liquidation or winding up, voluntary or involuntary, for the purposes hereofof this Section 5.

Liquidation Rights. (1) Upon the voluntary or involuntary dissolution, liquidation or winding up of the Partnership, the General Partner, in its capacity as the holder of the Series A L Preferred Partnership Units then outstanding, outstanding shall be entitled to receive and to be paid out of the assets of the Partnership legally available for distribution to its partnersthe Partners, before any payment or distribution shall be made on any Junior Partnership Units or any Fully Junior Units, the amount of $1,000.00 250.00 per Series A L Preferred Partnership Unit, plus an amount equal to any accrued and unpaid quarterly distributions thereonDistributions thereon to the date of such liquidation, dissolution or winding up. (2) After the payment to the holders of the Series A Preferred Partnership Units of the full preferential amounts amount of the liquidating distributions provided for herein, the General Partner, in its capacity as this Exhibit L to the holder of the Series A L Preferred Partnership Units as suchUnits, such holder shall have no right or claim to any of the remaining assets of the Partnership. (3) If, upon any voluntary or involuntary dissolution, liquidation, liquidation or winding up of the Partnership, the amounts payable with respect to the preference value liquidating distributions of the Series A L Preferred Partnership Units and any other Preferred Partnership Units of the Partnership ranking as to any such distribution on a parity with the Series A L Preferred Partnership Units are not paid in full, the holders of the Series A L Preferred Partnership Units and of such other Preferred Partnership Units will share ratably in any such distribution of assets of the Partnership in proportion to the full respective preference amounts liquidating distributions to which they are entitled. (4) Neither the sale, lease lease, transfer or conveyance of all or substantially all of the property or business of the Partnership, nor the merger or consolidation of the Partnership into or with any other entity or nor the merger or consolidation of any other entity into or with the Partnership, Partnership shall be deemed to be a dissolution, liquidation or winding up, voluntary or involuntary, for the purposes hereof.of this Exhibit L.

Liquidation Rights. (1a) Upon In the event of any liquidation, dissolution or winding up of the Partnership or the sale or other disposition of all or substantially all of the assets of the Partnership, either voluntary or involuntary, the holders of Class E Preferred Units then outstanding shall be entitled to be paid, or have the Partnership declare and set apart for payment, out of the assets of the Partnership legally available for distribution to its unitholders, after payment or provision for payment of all debts and other liabilities of the Partnership, an amount in cash or property equal to the Capital Account per Class E Preferred Unit, plus an amount equal to any accrued and unpaid distributions to, but not including, the date of payment or the date the amount for payment is set apart (the “Liquidating Distributions”). (b) If, upon any such voluntary or involuntary dissolutionliquidation, liquidation dissolution or winding up of the Partnership, the General Partner, in its capacity as the holder of the Series A Preferred Partnership Units then outstanding, shall be entitled to receive and to be paid out of the available assets of the Partnership available for distribution are insufficient to its partners, before any payment or distribution shall be made pay the full amount of the Liquidating Distributions on any Junior Partnership all outstanding Class E Preferred Units and the corresponding amounts payable on all outstanding Parity Units, then the amount holders of $1,000.00 per Series A such Class E Preferred Partnership Unit, plus accrued Units and unpaid quarterly distributions thereonthe holders of such Parity Units shall share ratably in any such distribution of assets in proportion to the full Liquidating Distributions to which they would otherwise be respectively entitled. (2c) After payment of the payment full amount of the Liquidating Distributions to which they are entitled, the holders of the Series A Class E Preferred Partnership Units of the full preferential amounts provided for herein, the General Partner, in its capacity as the holder of the Series A Preferred Partnership Units as such, shall will have no right or claim to any of the remaining assets of the Partnership. (3d) If, upon any voluntary or involuntary dissolution, liquidation, or winding up For the avoidance of the Partnershipdoubt, the amounts payable with respect to the preference value of the Series A Preferred Partnership Units and any other Preferred Partnership Units consolidation or merger of the Partnership ranking as to any such distribution on a parity or General Partner with the Series A Preferred Partnership Units are not paid in fullor into another entity, the holders merger of another entity with or into the Series A Preferred Partnership Units and or General Partner, a change of such other Preferred Partnership Units will share ratably in any such distribution of assets control of the Partnership in proportion to or the full respective preference amounts to which they are entitled. (4) Neither General Partner, a statutory share exchange by the Partnership or the sale, lease lease, transfer or conveyance of all or substantially all of the property assets or business of the PartnershipPartnership shall not be considered a liquidation, nor the merger dissolution or consolidation winding up of the Partnership into or with any other entity or the merger or consolidation of any other entity into or with the Partnership, shall be deemed to be a dissolution, liquidation or winding up, voluntary or involuntary, for the purposes hereof.

Liquidation Rights. (1) Upon the voluntary or involuntary dissolution, liquidation or winding up of the Partnership, the General PartnerPost Partners, in its their capacity as the holder holders of the Series A B Preferred Partnership Units then outstanding, shall be entitled to receive and to be paid out of the assets of the Partnership available for distribution to its partners, before any payment or distribution shall be made on any Junior Partnership Units, the amount of $1,000.00 25.00 per Series A B Preferred Partnership Unit, plus accrued and unpaid quarterly distributions thereon. (2) After the payment to the holders of the Series A B Preferred Partnership Units of the full preferential amounts provided for herein, the General PartnerPost Partners, in its their capacity as the holder holders of the Series A B Preferred Partnership Units as such, shall have no right or claim to any of the remaining assets of the Partnership. (3) If, upon any voluntary or involuntary dissolution, liquidation, or winding up upon of the Partnership, the amounts payable with respect to the preference value of the Series A B Preferred Partnership Units and any other Preferred Partnership Units of the Partnership ranking as to any such distribution on a parity with the Series A B Preferred Partnership Units are not paid in full, the holders of the Series A B Preferred Partnership Units and of such other Preferred Partnership Units will share ratably in any such distribution of assets of the Partnership in proportion to the full respective preference amounts to which they are entitled. (4) Neither the sale, lease or conveyance of all or substantially all of the property or business of the Partnership, nor the merger or consolidation of the Partnership into or with any other entity or the merger or consolidation of any other entity into or with the Partnership, shall be deemed to be a dissolution, liquidation or winding up, voluntary or involuntary, for the purposes hereof.

Liquidation Rights. (1) Upon the voluntary or involuntary dissolution, liquidation or winding up of the Partnership, the General Partner, in its capacity as the holder of the Series A K Preferred Partnership Units then outstanding, outstanding shall be entitled to receive and to be paid out of the assets of the Partnership legally available for distribution to its partnersthe Partners, before any payment or distribution shall be made on any Junior Partnership Units or any Fully Junior Units, the amount of $1,000.00 250.00 per Series A K Preferred Partnership Unit, plus an amount equal to any accrued and unpaid quarterly distributions thereonDistributions thereon to the date of such liquidation, dissolution or winding up. (2) After the payment to the holders of the Series A Preferred Partnership Units of the full preferential amounts amount of the liquidating distributions provided for herein, the General Partner, in its capacity as this Exhibit K to the holder of the Series A K Preferred Partnership Units as suchUnits, such holder shall have no right or claim to any of the remaining assets of the Partnership. (3) If, upon any voluntary or involuntary dissolution, liquidation, liquidation or winding up of the Partnership, the amounts payable with respect to the preference value liquidating distributions of the Series A K Preferred Partnership Units and any other Preferred Partnership Units of the Partnership ranking as to any such distribution on a parity with the Series A K Preferred Partnership Units are not paid in full, the holders of the Series A K Preferred Partnership Units and of such other Preferred Partnership Units will share ratably in any such distribution of assets of the Partnership in proportion to the full respective preference amounts liquidating distributions to which they are entitled. (4) Neither the sale, lease lease, transfer or conveyance of all or substantially all of the property or business of the Partnership, nor the merger or consolidation of the Partnership into or with any other entity or nor the merger or consolidation of any other entity into or with the Partnership, Partnership shall be deemed to be a dissolution, liquidation or winding up, voluntary or involuntary, for the purposes hereof.of this Exhibit K.

Liquidation Rights. (1) Upon the voluntary or involuntary dissolution, dissolution and liquidation or winding up of the Partnership, the General Partner, in its capacity as the holder holders of the Series A B Preferred Partnership Units then outstanding, outstanding shall be entitled to receive and to be paid out of the assets of the Partnership available for distribution Distribution to its partnersPartners, before any payment or distribution Distribution shall be made on any Junior Partnership Units, the amount of $1,000.00 500.00 per Series A B Preferred Partnership Unit, plus accrued and unpaid quarterly distributions Distributions thereon. Such Distributions shall result in a corresponding reduction to the Capital Accounts of the holders of such Series B Preferred Units. (2) After the payment to the holders of the Series A B Preferred Partnership Units of the full preferential amounts provided for hereinin this Section 4.14, the General Partner, in its capacity as the holder holders of the Series A B Preferred Partnership Units Units, as such, shall have no right or claim to any of the remaining assets of the Partnership. (3) If, upon any voluntary or involuntary dissolution, liquidation, dissolution and liquidation or winding up of the Partnership, the amounts payable with respect to the preference value of the Series A B Preferred Partnership Units and any other Preferred Partnership Units of the Partnership ranking as to any such distribution Distribution on a parity with the Series A B Preferred Partnership Units are not paid in full, the holders of the Series A B Preferred Partnership Units and of such other Preferred Partnership Units will share ratably in any such distribution Distribution of assets of the Partnership in proportion to the full respective preference amounts to which they are entitled. (4) Neither the sale, lease or conveyance sale of all or substantially all of the property or business of the Partnership, nor the merger or consolidation of the Partnership into or with any other entity or the merger or consolidation of any other entity into or with the Partnership, shall be deemed to be a dissolution, voluntary or involuntary dissolution and liquidation or winding up, voluntary or involuntary, up for the purposes hereofof this Section 4.14.

Liquidation Rights. (1) A. Upon the voluntary or involuntary dissolution, liquidation or winding up of the Partnership, the General PartnerPost Partners, in its their capacity as the holder holders of the Series A Preferred Partnership Units then outstanding, shall be entitled to receive and to be paid out of the assets of the Partnership available for distribution to its partners, before any payment or distribution shall be made on any Junior Partnership Units, the amount of $1,000.00 50.00 per Series A Preferred Partnership Unit, plus accrued and unpaid quarterly distributions thereon.. EXHIBIT F (Page 2 of 4) (2) B. After the payment to the holders of the Series A Preferred Partnership Units of the full preferential amounts provided for herein, the General PartnerPost Partners, in its their capacity as the holder holders of the Series A Preferred Partnership Units as such, shall have no right or claim to any of the remaining assets of the Partnership. (3) C. If, upon any voluntary or involuntary dissolution, liquidation, or winding up upon of the Partnership, the amounts payable with respect to the preference value of the Series A Preferred Partnership Units and any other Preferred Partnership Units of the Partnership ranking as to any such distribution on a parity with the Series A Preferred Partnership Units are not paid in full, the holders of the Series A Preferred Partnership Units and of such other Preferred Partnership Units will share ratably in any such distribution of assets of the Partnership in proportion to the full respective preference amounts to which they are entitled. (4) D. Neither the sale, lease or conveyance of all or substantially all of the property or business of the Partnership, nor the merger or consolidation of the Partnership into or with any other entity or the merger or consolidation of any other entity into or with the Partnership, shall be deemed to be a dissolution, liquidation or winding up, voluntary or involuntary, for the purposes hereof.

Liquidation Rights. (1) Upon the voluntary or involuntary dissolution, liquidation or winding up of the Partnership, the General PartnerPost Partners, in its their capacity as the holder holders of the Series A B Preferred Partnership Units then outstanding, shall be entitled to receive and to be paid out of the assets of the Partnership available for distribution to its partners, before any payment or distribution shall be made on any Junior Partnership Units, the amount of $1,000.00 per Series A Preferred Partnership Unit, plus accrued and unpaid quarterly distributions thereon.Partnership (2) After the payment to the holders of the Series A B Preferred Partnership Units of the full preferential amounts provided for herein, the General PartnerPost Partners, in its their capacity as the holder holders of the Series A B Preferred Partnership Units as such, shall have no right or claim to any of the remaining assets of the Partnership. (3) If, upon any voluntary or involuntary dissolution, liquidation, or winding up upon of the Partnership, the amounts payable with respect to the preference value of the Series A B Preferred Partnership Units and any other Preferred Partnership Units of the Partnership ranking as to any such distribution on a parity with the Series A B Preferred Partnership Units are not paid in full, the holders of the Series A B Preferred Partnership Units and of such other Preferred Partnership Units will share ratably in any such distribution of assets of the Partnership in proportion to the full respective preference amounts to which they are entitled. (4) Neither the sale, lease or conveyance of all or substantially all of the property or business of the Partnership, nor the merger or consolidation of the Partnership into or with any other entity or the merger or consolidation of any other entity into or with the Partnership, shall be deemed to be a dissolution, liquidation or winding up, voluntary or involuntary, for the purposes hereof.

Liquidation Rights. (1) Upon the voluntary or involuntary dissolution, liquidation or winding up of the PartnershipPartnership (a "liquidation"), the General Partner, in its capacity as the holder of the Series A Preferred Partnership Units then outstanding, shall be entitled to receive in cash or property (at its fair market value determined by the General Partner) and to be paid out of the assets of the Partnership available for distribution to its partners, before any payment or distribution shall be made on any Junior Partnership Units, the amount of $1,000.00 per Series A Preferred Partnership Unit, plus accrued and unpaid quarterly distributions thereon. (2) After the payment to the holders holder of the Series A Preferred Partnership Units of the full preferential liquidation amounts provided for herein, the General Partner, in its capacity as the holder of the Series A Preferred Partnership Units as such, shall have no right or claim to any of the remaining assets of the Partnership. (3) If, upon any voluntary or involuntary dissolution, liquidation, or winding up of the Partnership, the amounts payable with respect to the preference value of distributions on the Series A Preferred Partnership Units and any other the Preferred Partnership Units of the Partnership ranking ranking, as to any such distribution liquidation rights, on a parity with the Series A Preferred Partnership Units are not paid in full, the holders of the Series A Preferred Partnership Units and of such any other Preferred Partnership Units will ranking, as to liquidation rights, on a parity with the Series A Preferred Partnership Units shall share ratably in any such distribution of assets of the Partnership in proportion to the full respective preference amounts to which they are would otherwise be respectively entitled. (4) Neither the sale, lease or conveyance of all or substantially all of the property or business of the Partnership, nor the merger or consolidation of the Partnership into or with any other entity or the merger or consolidation of any other entity into or with the Partnership, shall be deemed to be a dissolution, liquidation or winding up, voluntary or involuntary, for the purposes hereof.

Liquidation Rights. (1) A. Upon the voluntary or involuntary dissolution, liquidation or winding up of the Partnership, the General PartnerPost Partners, in its their capacity as the holder holders of the Series A Preferred Partnership Units then outstanding, shall be entitled to receive and to be paid out of the assets of the Partnership available for distribution to its partners, before any payment or distribution shall be made on any Junior Partnership Units, the amount of $1,000.00 50.00 per Series A Preferred Partnership Unit, plus accrued and unpaid quarterly distributions thereon. (2) B. After the payment to the holders of the Series A Preferred Partnership Units of the full preferential amounts provided for herein, the General PartnerPost Partners, in its their capacity as the holder holders of the Series A Preferred Partnership Units as such, shall have no right or claim to any of the remaining assets of the Partnership. (3) C. If, upon any voluntary or involuntary dissolution, liquidation, or winding up upon of the Partnership, the amounts payable with respect to the preference value of the Series A Preferred Partnership Units and any other Preferred Partnership Units of the Partnership ranking as to any such distribution on a parity with the Series A Preferred Partnership Units are not paid in full, the holders of the Series A Preferred Partnership Units and of such other Preferred Partnership Units will share ratably in any such distribution of assets of the Partnership in proportion to the full respective preference amounts to which they are entitled. (4) D. Neither the sale, lease or conveyance of all or substantially all of the property or business of the Partnership, nor the merger or consolidation of the Partnership into or with any other entity or the merger or consolidation of any other entity into or with the Partnership, shall be deemed to be a dissolution, liquidation or winding up, voluntary or involuntary, for the purposes hereof.

Liquidation Rights. (1) Upon the voluntary or involuntary dissolution, liquidation or winding up of the Partnership, the General Partner, in its capacity as the holder of the Series A K Preferred Partnership Units then outstanding, outstanding shall be entitled to receive and to be paid out of the assets of the Partnership legally available for distribution to its partnersthe Partners, before any payment or distribution shall be made on any Junior Partnership Units or any Fully Junior Units, the amount of $1,000.00 250.00 per Series A K Preferred Partnership Unit, plus an amount equal to any accrued and unpaid quarterly distributions thereonDistributions thereon to the date of such liquidation, dissolution or winding up. (2) After the payment to the holders of the Series A Preferred Partnership Units of the full preferential amounts amount of the liquidating distributions provided for herein, the General Partner, in its capacity as this Exhibit P to the holder of the Series A K Preferred Partnership Units as suchUnits, such holder shall have no right or claim to any of the remaining assets of the Partnership. (3) If, upon any voluntary or involuntary dissolution, liquidation, liquidation or winding up of the Partnership, the amounts payable with respect to the preference value liquidating distributions of the Series A K Preferred Partnership Units and any other Preferred Partnership Units of the Partnership ranking as to any such distribution on a parity with the Series A K Preferred Partnership Units are not paid in full, the holders of the Series A K Preferred Partnership Units and of such other Preferred Partnership Units will share ratably in any such distribution of assets of the Partnership in proportion to the full respective preference amounts liquidating distributions to which they are entitled. (4) Neither the sale, lease lease, transfer or conveyance of all or substantially all of the property or business of the Partnership, nor the merger or consolidation of the Partnership into or with any other entity or nor the merger or consolidation of any other entity into or with the Partnership, Partnership shall be deemed to be a dissolution, liquidation or winding up, voluntary or involuntary, for the purposes hereof.of this Exhibit P.

Liquidation Rights. (1) Upon the voluntary or involuntary dissolution, liquidation or winding up of the PartnershipPartnership (a "liquidation"), the General Partner, in its capacity as the holder of the Series A Preferred Partnership Units then outstanding, shall be entitled to receive in cash or property (at its fair market value determined by the General Partner) and to be paid out of the assets of the Partnership available for distribution to its partners, before any payment or distribution shall be made on any Junior Partnership Units, the amount of $1,000.00 50.00 per Series A Preferred Partnership Unit, plus accrued accumulated and unpaid quarterly distributions thereondistributions, if any, thereon to and including the date of liquidation. (2) After the payment to the holders of the Series A Preferred Partnership Units of the full preferential liquidation amounts provided for herein, the General Partner, in its capacity as the holder of the Series A Preferred Partnership Units as such, shall have no right or claim to any of the remaining assets of the Partnership. (3) If, upon any voluntary or involuntary dissolution, liquidation, or winding up of the Partnership, the amounts payable with respect to the preference value of distributions on the Series A Preferred Partnership Units and any other the Preferred Partnership Units of the Partnership ranking ranking, as to any such distribution liquidation rights, on a parity with the Series A Preferred Partnership Units are not paid in full, the holders of the Series A Preferred Partnership Units and of such any other Preferred Partnership Units will ranking, as to liquidation rights, on a parity with the Series A Preferred Units shall share ratably in any such distribution of assets of the Partnership in proportion to the full respective preference amounts to which they are would otherwise be respectively entitled. (4) Neither the sale, lease or conveyance of all or substantially all of the property or business of the Partnership, nor the merger or consolidation of the Partnership into or with any other entity or the merger or consolidation of any other entity into or with the Partnership, shall be deemed to be a dissolution, liquidation or winding up, voluntary or involuntary, for the purposes hereof.

Liquidation Rights. (1a) Upon In the voluntary or involuntary dissolutionevent of any liquidation, liquidation dissolution or winding up of the Partnership, whether voluntary or involuntary, after payment or provision for payment of debts and other liabilities of the General PartnerPartnership, in its capacity as the each holder of the Series A Preferred Units, before any distribution or payment is made upon any Junior Units pursuant to Section 5.06 of the Partnership Units then outstandingAgreement, shall be entitled to receive and to be paid receive, out of the assets of the Partnership available for distribution to its partners, before any payment or distribution shall be made on any Junior Partnership Unitsthe Partners, the amount sum of (A) $1,000.00 100.00 per Series A Preferred Partnership Unit, plus Unit and (B) all accrued and but unpaid quarterly distributions thereon(if any) payable with respect to such Series A Preferred Units the (the "Liquidation Preference"). (2b) After In the payment event the assets to be distributed among the holders of the Series A Preferred Partnership Units of the full preferential amounts provided for herein, the General Partner, in its capacity as the holder of the Series A Preferred Partnership Units as such, shall have no right or claim to any of the remaining assets of the Partnership. (3) If, upon any voluntary or involuntary dissolution, liquidation, dissolution or winding up of the Partnership, the amounts payable with respect whether voluntary or involuntary, shall be insufficient to the preference value permit full payment of the Series A Preferred Liquidation Preference and similar payments on any other class of Partnership Units and any other Preferred Partnership Units of the Partnership ranking as to any such distribution on a parity with the Series A Preferred Partnership Units are not paid in fullupon liquidation, then the holders of the Series A Preferred Units and such other Partnership Units and of such other Preferred Partnership Units will shall share ratably in any such distribution of the Partnership's assets of the Partnership in proportion to the full respective preference distributable amounts to which they are entitled. (4c) Neither Upon any such liquidation, dissolution or winding up of the Partnership, after the holders of the Series A Preferred Units and any other class of beneficial interests ranking on a parity with the Series A Preferred Units upon liquidation shall have been paid in full in accordance with the rights and preferences to which they are entitled, the remaining net assets of the Partnership shall be distributed in accordance with Section 5.06 of the Partnership Agreement. (d) For purposes of this Section, a liquidation, dissolution or winding up of the Partnership shall be deemed to be occasioned by, or to include, (A) the acquisition after the date of this Second Amendment of a majority of the Partnership Interests by an entity other than the General Partner by means of any transaction or series of related transactions (including, without limitation, any reorganization, merger or consolidation, but excluding any merger effected exclusively for the purpose of changing the domicile of the Partnership) in which outstanding Partnership Interests are exchanged for securities or other consideration issued, or caused to be issued by the acquiring entity or its subsidiary (an "Acquisition"), or (B) the sale, lease lease, exchange or conveyance other transfer (in one transaction or a series of transactions) of all or substantially all of the property or business of the Partnership, nor the merger or consolidation assets of the Partnership into (an "Asset Transfer"), unless in each of the cases set forth in (A) and (B) of this Section 4(d), the Partners immediately prior to such Acquisition or with any other entity Asset Transfer will, immediately after such Acquisition or the merger or consolidation Asset Transfer (by virtue of any other entity into or with securities issued as consideration for the Partnership's Acquisition or Asset Transfer or otherwise) hold at least 50% of the voting power of the surviving, shall be deemed to be a dissolutioncontinuing or purchasing entity. (e) Written notice of such liquidation, liquidation dissolution or winding up, voluntary stating a payment date, the amount of the Liquidation Preference and the place where said sums shall be payable shall be given by mail, postage prepaid, not less than 30 or involuntarymore than 60 days prior to the payment date stated therein, to the holders of record of the Series A Preferred Units, such notice to be addressed to each such holder at his post office address as shown on the records of the Partnership. (f) Whenever the distribution provided for in this Section 4 shall be payable in property other than cash, the value of such property shall be the fair market value thereof as determined in good faith by a majority of the "independent" Trustees serving on the Board of Trustees of the General Partner. For purposes hereofof this provision, the "independent" Trustees shall be those Trustees serving on the Board of Trustees of the General Partner who satisfy the requirements for treatment as an "independent" trustee or "independent" director under the rules of the American Stock Exchange.

Liquidation Rights. (1) Upon the any voluntary or involuntary dissolutionliquidation, liquidation dissolution or winding winding-up of the affairs of the Operating Partnership, the General Partner, in its capacity as the holder holders of the units of Series A Preferred Partnership Units then outstanding, shall be entitled to receive and to be paid out of the assets of the Operating Partnership legally available for distribution to its partnersUnit holders a liquidation preference of $25.00 per unit, plus an amount equal to any accrued and unpaid dividends to the date of payment (whether or not declared), before any distribution or payment or distribution shall be made on to holders of share of Common Units or any Junior other class or series of Units of the Operating Partnership Unitsranking junior to the Series A Preferred Units as to liquidation rights. In the event that, upon such voluntary or involuntary liquidation, dissolution or winding-up, the available assets of the Operating Partnership are insufficient to pay the amount of $1,000.00 per the liquidating distributions on all outstanding units of Series A Preferred Units and the corresponding amounts payable on all units of other classes or series of units of the Operating Partnership Unitranking on a parity with the Series A Preferred Units in the distribution of assets, plus accrued and unpaid quarterly distributions thereon. (2) After the payment to then the holders of the Series A Preferred Partnership Units and all other such classes or series of units shall share ratably in any such distribution of assets in proportion to the full liquidating distributions to which they would otherwise be respectively entitled. Holders of Series A Preferred Units shall be entitled to written notice of any such liquidation. After payment of the full preferential amounts provided for hereinamount of the liquidating distributions to which they are entitled, the General Partner, in its capacity as the holder holders of the Series A Preferred Partnership Units as such, shall will have no right or claim to any of the remaining assets of the Operating Partnership. (3) If. The consolidation or merger of the Operating Partnership with or into any corporation, upon trust or entity or of any voluntary corporation, trust or involuntary dissolution, liquidationother entity, or winding up of the Partnership, the amounts payable with respect to the preference value of the Series A Preferred Partnership Units and any other Preferred Partnership Units of the Partnership ranking as to any such distribution on a parity with the Series A Preferred Partnership Units are not paid in full, the holders of the Series A Preferred Partnership Units and of such other Preferred Partnership Units will share ratably in any such distribution of assets of the Partnership in proportion to the full respective preference amounts to which they are entitled. (4) Neither the sale, lease or conveyance of all or substantially all of the property or business of the Partnership, nor the merger or consolidation of the Operating Partnership into or with any other entity or the merger or consolidation of any other entity into or with the Partnership, shall not be deemed to be constitute a dissolutionliquidation, liquidation dissolution or winding up, voluntary or involuntary, for winding-up of the purposes hereofOperating Partnership.

Liquidation Rights. (1) Upon the voluntary or involuntary dissolution, liquidation or winding up of the Partnership, the General Partner, in its capacity as the holder of the Series A M Preferred Partnership Units then outstanding, outstanding shall be entitled to receive and to be paid out of the assets of the Partnership legally available for distribution to its partnersthe Partners, before any payment or distribution shall be made on any Junior Partnership Units or any Fully Junior Units, the amount of $1,000.00 250.00 per Series A M Preferred Partnership Unit, plus an amount equal to any accrued and unpaid quarterly distributions thereonDistributions thereon to the date of such liquidation, dissolution or winding up. (2) After the payment to the holders of the Series A Preferred Partnership Units of the full preferential amounts amount of the liquidating distributions provided for herein, the General Partner, in its capacity as this Exhibit S to the holder of the Series A M Preferred Partnership Units as suchUnits, such holder shall have no right or claim to any of the remaining assets of the Partnership. (3) If, upon any voluntary or involuntary dissolution, liquidation, liquidation or winding up of the Partnership, the amounts payable with respect to the preference value liquidating distributions of the Series A M Preferred Partnership Units and any other Preferred Partnership Units of the Partnership ranking as to any such distribution on a parity with the Series A M Preferred Partnership Units are not paid in full, the holders of the Series A M Preferred Partnership Units and of such other Preferred Partnership Units will share ratably in any such distribution of assets of the Partnership in proportion to the full respective preference amounts liquidating distributions to which they are entitled. (4) Neither the sale, lease lease, transfer or conveyance of all or substantially all of the property or business of the Partnership, nor the merger or consolidation of the Partnership into or with any other entity or nor the merger or consolidation of any other entity into or with the Partnership, Partnership shall be deemed to be a dissolution, liquidation or winding up, voluntary or involuntary, for the purposes hereof.of this Exhibit S.

Liquidation Rights. (1) Upon the voluntary or involuntary dissolution, liquidation or winding up of the Partnership, the General Partner, in its capacity as the holder of the Series A M Preferred Partnership Units then outstanding, outstanding shall be entitled to receive and to be paid out of the assets of the Partnership legally available for distribution to its partnersthe Partners, before any payment or distribution shall be made on any Junior Partnership Units or any Fully Junior Units, the amount of $1,000.00 250.00 per Series A M Preferred Partnership Unit, plus an amount equal to any accrued and unpaid quarterly distributions thereonDistributions thereon to the date of such liquidation, dissolution or winding up. (2) After the payment to the holders of the Series A Preferred Partnership Units of the full preferential amounts amount of the liquidating distributions provided for herein, the General Partner, in its capacity as this Exhibit R to the holder of the Series A M Preferred Partnership Units as suchUnits, such holder shall have no right or claim to any of the remaining assets of the Partnership. (3) If, upon any voluntary or involuntary dissolution, liquidation, liquidation or winding up of the Partnership, the amounts payable with respect to the preference value liquidating distributions of the Series A M Preferred Partnership Units and any other Preferred Partnership Units of the Partnership ranking as to any such distribution on a parity with the Series A M Preferred Partnership Units are not paid in full, the holders of the Series A M Preferred Partnership Units and of such other Preferred Partnership Units will share ratably in any such distribution of assets of the Partnership in proportion to the full respective preference amounts liquidating distributions to which they are entitled. (4) Neither the sale, lease lease, transfer or conveyance of all or substantially all of the property or business of the Partnership, nor the merger or consolidation of the Partnership into or with any other entity or nor the merger or consolidation of any other entity into or with the Partnership, Partnership shall be deemed to be a dissolution, liquidation or winding up, voluntary or involuntary, for the purposes hereof.of this Exhibit R.

Liquidation Rights. (1) Upon the voluntary or involuntary dissolution, liquidation or winding up of the Partnership, the General Partner, in its capacity as the holder of the Series A M Preferred Partnership Units then outstanding, outstanding shall be entitled to receive and to be paid out of the assets of the Partnership legally available for distribution to its partnersthe Partners, before any payment or distribution shall be made on any Junior Partnership Units or any Fully Junior Units, the amount of $1,000.00 250.00 per Series A M Preferred Partnership Unit, plus an amount equal to any accrued and unpaid quarterly distributions thereonDistributions thereon to the date of such liquidation, dissolution or winding up. (2) After the payment to the holders of the Series A Preferred Partnership Units of the full preferential amounts amount of the liquidating distributions provided for herein, the General Partner, in its capacity as this Exhibit M to the holder of the Series A M Preferred Partnership Units as suchUnits, such holder shall have no right or claim to any of the remaining assets of the Partnership. (3) If, upon any voluntary or involuntary dissolution, liquidation, liquidation or winding up of the Partnership, the amounts payable with respect to the preference value liquidating distributions of the Series A M Preferred Partnership Units and any other Preferred Partnership Units of the Partnership ranking as to any such distribution on a parity with the Series A M Preferred Partnership Units are not paid in full, the holders of the Series A M Preferred Partnership Units and of such other Preferred Partnership Units will share ratably in any such distribution of assets of the Partnership in proportion to the full respective preference amounts liquidating distributions to which they are entitled. (4) Neither the sale, lease lease, transfer or conveyance of all or substantially all of the property or business of the Partnership, nor the merger or consolidation of the Partnership into or with any other entity or nor the merger or consolidation of any other entity into or with the Partnership, Partnership shall be deemed to be a dissolution, liquidation or winding up, voluntary or involuntary, for the purposes hereof.of this Exhibit M.

Liquidation Rights. (1) Upon the voluntary or involuntary dissolution, liquidation or winding up of the Partnership, the General Partner, in its capacity as the holder of the Series A L Preferred Partnership Units then outstanding, outstanding shall be entitled to receive and to be paid out of the assets of the Partnership legally available for distribution to its partnersthe Partners, before any payment or distribution shall be made on any Junior Partnership Units or any Fully Junior Units, the amount of $1,000.00 250.00 per Series A L Preferred Partnership Unit, plus an amount equal to any accrued and unpaid quarterly distributions thereonDistributions thereon to the date of such liquidation, dissolution or winding up. (2) After the payment to the holders of the Series A Preferred Partnership Units of the full preferential amounts amount of the liquidating distributions provided for herein, the General Partner, in its capacity as this Exhibit Q to the holder of the Series A L Preferred Partnership Units as suchUnits, such holder shall have no right or claim to any of the remaining assets of the Partnership. (3) If, upon any voluntary or involuntary dissolution, liquidation, liquidation or winding up of the Partnership, the amounts payable with respect to the preference value liquidating distributions of the Series A L Preferred Partnership Units and any other Preferred Partnership Units of the Partnership ranking as to any such distribution on a parity with the Series A L Preferred Partnership Units are not paid in full, the holders of the Series A L Preferred Partnership Units and of such other Preferred Partnership Units will share ratably in any such distribution of assets of the Partnership in proportion to the full respective preference amounts liquidating distributions to which they are entitled. (4) Neither the sale, lease lease, transfer or conveyance of all or substantially all of the property or business of the Partnership, nor the merger or consolidation of the Partnership into or with any other entity or nor the merger or consolidation of any other entity into or with the Partnership, Partnership shall be deemed to be a dissolution, liquidation or winding up, voluntary or involuntary, for the purposes hereof.of this Exhibit Q.

Liquidation Rights. (1) Upon the voluntary or involuntary dissolution, liquidation or winding up of the Partnership, the General Partner, in its capacity as the holder of the Series A Preferred Partnership Units then outstanding, shall be entitled to receive and to be paid out of the assets of the Partnership available for distribution to its partners, before any payment or distribution shall be made on any Junior Partnership Units, the amount of $1,000.00 50.00 per Series A Preferred Partnership Unit, plus accrued and unpaid quarterly distributions thereon. (2) After the payment to the holders of the Series A Preferred Partnership Units of the full preferential amounts provided for herein, the General Partner, in its capacity as the holder of the Series A Preferred Partnership Units as such, shall have no right or claim to any of the remaining assets of the Partnership. (3) If, upon any voluntary or involuntary dissolution, liquidation, or winding up upon of the Partnership, the amounts payable with respect to the preference value of the Series A Preferred Partnership Units and any other Preferred Partnership Units of the Partnership ranking as to any such distribution on a parity with the Series A Preferred Partnership Units are not paid in full, the holders of the Series A Preferred Partnership Units and of such other Preferred Partnership Units will share ratably in any such distribution of assets of the Partnership in proportion to the full respective preference amounts to which they are entitled. (4) Neither the sale, lease or conveyance of all or substantially all of the property or business of the Partnership, nor the merger or consolidation of the Partnership into or with any other entity or the merger or consolidation of any other entity into or with the Partnership, shall be deemed to be a dissolution, liquidation or winding up, voluntary or involuntary, for the purposes hereof.

Liquidation Rights. (1) Upon the voluntary or involuntary dissolution, liquidation or winding up of the Partnership, the General Partner, in its capacity as the holder of the Series A K Preferred Partnership Units then outstanding, outstanding shall be entitled to receive and to be paid out of the assets of the Partnership legally available for distribution to its partnersthe Partners, before any payment or distribution shall be made on any Junior Partnership Units or any Fully Junior Units, the amount of $1,000.00 250.00 per Series A K Preferred Partnership Unit, plus an amount equal to any accrued and unpaid quarterly distributions thereonDistributions thereon to the date of such liquidation, dissolution or winding up. (2) After the payment to the holders of the Series A Preferred Partnership Units of the full preferential amounts amount of the liquidating distributions provided for herein, the General Partner, in its capacity as this Exhibit Q to the holder of the Series A K Preferred Partnership Units as suchUnits, such holder shall have no right or claim to any of the remaining assets of the Partnership. (3) If, upon any voluntary or involuntary dissolution, liquidation, liquidation or winding up of the Partnership, the amounts payable with respect to the preference value liquidating distributions of the Series A K Preferred Partnership Units and any other Preferred Partnership Units of the Partnership ranking as to any such distribution on a parity with the Series A K Preferred Partnership Units are not paid in full, the holders of the Series A K Preferred Partnership Units and of such other Preferred Partnership Units will share ratably in any such distribution of assets of the Partnership in proportion to the full respective preference amounts liquidating distributions to which they are entitled. (4) Neither the sale, lease lease, transfer or conveyance of all or substantially all of the property or business of the Partnership, nor the merger or consolidation of the Partnership into or with any other entity or nor the merger or consolidation of any other entity into or with the Partnership, Partnership shall be deemed to be a dissolution, liquidation or winding up, voluntary or involuntary, for the purposes hereof.of this Exhibit Q.

Liquidation Rights. (1) Upon the voluntary or involuntary dissolution, liquidation or winding up of the Partnership, the General Partner, in its capacity as the holder of the Series A N Preferred Partnership Units then outstanding, outstanding shall be entitled to receive and to be paid out of the assets of the Partnership legally available for distribution to its partnersthe Partners, before any payment or distribution shall be made on any Junior Partnership Units or any Fully Junior Units, the amount of $1,000.00 250.00 per Series A N Preferred Partnership Unit, plus an amount equal to any accrued and unpaid quarterly distributions thereonDistributions thereon to the date of such liquidation, dissolution or winding up. (2) After the payment to the holders of the Series A Preferred Partnership Units of the full preferential amounts amount of the liquidating distributions provided for herein, the General Partner, in its capacity as this Exhibit N to the holder of the Series A N Preferred Partnership Units as suchUnits, such holder shall have no right or claim to any of the remaining assets of the Partnership. (3) If, upon any voluntary or involuntary dissolution, liquidation, liquidation or winding up of the Partnership, the amounts payable with respect to the preference value liquidating distributions of the Series A N Preferred Partnership Units and any other Preferred Partnership Units of the Partnership ranking as to any such distribution on a parity with the Series A N Preferred Partnership Units are not paid in full, the holders of the Series A N Preferred Partnership Units and of such other Preferred Partnership Units will share ratably in any such distribution of assets of the Partnership in proportion to the full respective preference amounts liquidating distributions to which they are entitled. (4) Neither the sale, lease lease, transfer or conveyance of all or substantially all of the property or business of the Partnership, nor the merger or consolidation of the Partnership into or with any other entity or nor the merger or consolidation of any other entity into or with the Partnership, Partnership shall be deemed to be a dissolution, liquidation or winding up, voluntary or involuntary, for the purposes hereof.of this Exhibit N.

Liquidation Rights. (1) Upon the voluntary or involuntary dissolution, liquidation or winding up of the Partnership, the General Partner, in its capacity as the holder of the Series A J Preferred Partnership Units then outstanding, outstanding shall be entitled to receive and to be paid out of the assets of the Partnership legally available for distribution to its partnersthe Partners, before any payment or distribution shall be made on any Junior Partnership Units or any Fully Junior Units, the amount of $1,000.00 250.00 per Series A J Preferred Partnership Unit, plus an amount equal to any accrued and unpaid quarterly distributions thereonDistributions thereon to the date of such liquidation, dissolution or winding up. (2) After the payment to the holders of the Series A Preferred Partnership Units of the full preferential amounts amount of the liquidating distributions provided for herein, the General Partner, in its capacity as this Exhibit O to the holder of the Series A J Preferred Partnership Units as suchUnits, such holder shall have no right or claim to any of the remaining assets of the Partnership. (3) If, upon any voluntary or involuntary dissolution, liquidation, liquidation or winding up of the Partnership, the amounts payable with respect to the preference value liquidating distributions of the Series A J Preferred Partnership Units and any other Preferred Partnership Units of the Partnership ranking as to any such distribution on a parity with the Series A J Preferred Partnership Units are not paid in full, the holders of the Series A J Preferred Partnership Units and of such other Preferred Partnership Units will share ratably in any such distribution of assets of the Partnership in proportion to the full respective preference amounts liquidating distributions to which they are entitled. (4) Neither the sale, lease lease, transfer or conveyance of all or substantially all of the property or business of the Partnership, nor the merger or consolidation of the Partnership into or with any other entity or nor the merger or consolidation of any other entity into or with the Partnership, Partnership shall be deemed to be a dissolution, liquidation or winding up, voluntary or involuntary, for the purposes hereof.of this Exhibit O.

Liquidation Rights. (1) Upon the voluntary or involuntary dissolution, liquidation or winding up of the Partnership, the General Partner, in its capacity as the holder of the Series A L Preferred Partnership Units then outstanding, outstanding shall be entitled to receive and to be paid out of the assets of the Partnership legally available for distribution to its partnersthe Partners, before any payment or distribution shall be made on any Junior Partnership Units or any Fully Junior Units, the amount of $1,000.00 250.00 per Series A L Preferred Partnership Unit, plus an amount equal to any accrued and unpaid quarterly distributions thereonDistributions thereon to the date of such liquidation, dissolution or winding up. (2) After the payment to the holders of the Series A Preferred Partnership Units of the full preferential amounts amount of the liquidating distributions provided for herein, the General Partner, in its capacity as this Exhibit R to the holder of the Series A L Preferred Partnership Units as suchUnits, such holder shall have no right or claim to any of the remaining assets of the Partnership. (3) If, upon any voluntary or involuntary dissolution, liquidation, liquidation or winding up of the Partnership, the amounts payable with respect to the preference value liquidating distributions of the Series A L Preferred Partnership Units and any other Preferred Partnership Units of the Partnership ranking as to any such distribution on a parity with the Series A L Preferred Partnership Units are not paid in full, the holders of the Series A L Preferred Partnership Units and of such other Preferred Partnership Units will share ratably in any such distribution of assets of the Partnership in proportion to the full respective preference amounts liquidating distributions to which they are entitled. (4) Neither the sale, lease lease, transfer or conveyance of all or substantially all of the property or business of the Partnership, nor the merger or consolidation of the Partnership into or with any other entity or nor the merger or consolidation of any other entity into or with the Partnership, Partnership shall be deemed to be a dissolution, liquidation or winding up, voluntary or involuntary, for the purposes hereof.of this Exhibit R.

Liquidation Rights. (1) Upon the voluntary or involuntary dissolution, liquidation or winding up of the Partnership, the General Partner, in its capacity as the holder of the Series A J Preferred Partnership Units then outstanding, outstanding shall be entitled to receive and to be paid out of the assets of the Partnership legally available for distribution to its partnersthe Partners, before any payment or distribution shall be made on any Junior Partnership Units or any Fully Junior Units, the amount of $1,000.00 250.00 per Series A J Preferred Partnership Unit, plus an amount equal to any accrued and unpaid quarterly distributions thereonDistributions thereon to the date of such liquidation, dissolution or winding up. (2) After the payment to the holders of the Series A Preferred Partnership Units of the full preferential amounts amount of the liquidating distributions provided for herein, the General Partner, in its capacity as this Exhibit P to the holder of the Series A J Preferred Partnership Units as suchUnits, such holder shall have no right or claim to any of the remaining assets of the Partnership. (3) If, upon any voluntary or involuntary dissolution, liquidation, liquidation or winding up of the Partnership, the amounts payable with respect to the preference value liquidating distributions of the Series A J Preferred Partnership Units and any other Preferred Partnership Units of the Partnership ranking as to any such distribution on a parity with the Series A J Preferred Partnership Units are not paid in full, the holders of the Series A J Preferred Partnership Units and of such other Preferred Partnership Units will share ratably in any such distribution of assets of the Partnership in proportion to the full respective preference amounts liquidating distributions to which they are entitled. (4) Neither the sale, lease lease, transfer or conveyance of all or substantially all of the property or business of the Partnership, nor the merger or consolidation of the Partnership into or with any other entity or nor the merger or consolidation of any other entity into or with the Partnership, Partnership shall be deemed to be a dissolution, liquidation or winding up, voluntary or involuntary, for the purposes hereof.of this Exhibit P.