Common use of Liquidation Value Clause in Contracts

Liquidation Value. In the event of any liquidation, dissolution and winding up of the Partnership under Section 12.4 or a sale, exchange, or other disposition of all or substantially all of the assets of the Partnership, either voluntary or involuntary, the Record Holders of the Series B Preferred Units shall be entitled to receive, out of the assets of the Partnership available for distribution to the Partners or any Assignees, prior and in preference to any distribution of any assets of the Partnership to the Record Holders of any other class or series of Partnership Interests, the positive value in each such holder’s Capital Account in respect of such Series B Preferred Units. If in the year of such liquidation and winding up, or sale, exchange, or other disposition of all or substantially all of the assets of the Partnership, any such Record Holder’s Capital Account in respect of such Series B Preferred Units is less than the aggregate Series B Liquidation Value of such Series B Preferred Units, then notwithstanding anything to the contrary contained in this Agreement, and prior to any other allocation pursuant to this Agreement for such year and prior to any distribution pursuant to the preceding sentence, items of gross income and gain shall be allocated to all Unitholders then holding Series B Preferred Units, Pro Rata, until the Capital Account in respect of each Outstanding Series B Preferred Unit is equal to the Series B Liquidation Value (and no other allocation pursuant to this Agreement shall reverse the effect of such allocation). If in the year of such liquidation, dissolution, or winding up any such Record Holder’s Capital Account in respect of such Series B Preferred Units is less than the aggregate Series B Liquidation Value of such Series B Preferred Units after the application of the preceding sentence, then to the extent permitted by applicable law and notwithstanding anything to the contrary contained in this Agreement, items of gross income and gain for any preceding taxable period(s) with respect to which IRS Form 1065 Schedules K-1 have not been filed by the Partnership shall be reallocated to all Unitholders then holding Series B Preferred Units, Pro Rata, until the Capital Account in respect of each such Outstanding Series B Preferred Unit after making allocations pursuant to this and the immediately preceding sentence is equal to the Series B Liquidation Value (and no other allocation pursuant to this Agreement shall reverse the effect of such allocation). After such allocations have been made to the Outstanding Series B Preferred Units (and then to the Outstanding Series C Preferred Units pursuant to Section 5.11(b)(v), if applicable), any remaining Net Termination Gain or Net Termination Loss shall be allocated to the Partners pursuant to Section 6.1(c) or Section 6.1(d), as the case may be. At the time of the dissolution of the Partnership, subject to Section 17-804 of the Delaware Act, the Record Holders of the Series B Preferred Units shall become entitled to receive any distributions in respect of the Series B Preferred Units that are accrued and unpaid as of the date of such distribution, and shall have the status of, and shall be entitled to all remedies available to, a creditor of the Partnership, and such entitlement of the Record Holders of the Series B Preferred Units to such accrued and unpaid distributions shall have priority over any entitlement of any other Partners or Assignees with respect to any distributions by the Partnership to such other Partners or Assignees; provided, however, that the General Partner, as such, will have no liability for any obligations with respect to such distributions to any Record Holder(s) of Series B Preferred Units.

Liquidation Value. In the event of any liquidation, dissolution and winding up of the Partnership under Section 12.4 or a sale, exchange, or other disposition of all or substantially all of the assets of the Partnership12.4, either voluntary or involuntary, the Record Holders of the Series B A Preferred Units shall be entitled to receive, out of the assets of the Partnership available for distribution to the Partners or any Assigneesassignees, prior and in preference to any distribution of any assets of the Partnership to the Record Holders of any other class or series of Partnership InterestsSeries A Junior Securities, the positive value in each such holderHolder’s Capital Account in respect of such Series B A Preferred Units. At least 10 days prior to any liquidation or winding up of the Partnership under Section 12.4, the Partnership shall provide to the Record Holders of the Series A Preferred Units an estimate of the Capital Account in respect of each Series A Preferred Unit after giving effect to the allocations described in this Section 5.11(b)(x). If in the year of such liquidation and winding up, or sale, exchange, or other disposition of all or substantially all of the assets of the Partnership, any such Record Holder’s Capital Account in respect of such Series B A Preferred Units is less than the aggregate Series B Liquidation Value A Accrued Amount of such Series B A Preferred Units, then notwithstanding anything to the contrary contained in this Agreement, and prior to any other allocation pursuant to this Agreement for such year and prior to any distribution pursuant to the preceding sentence, items of gross income and gain shall be allocated to all Unitholders then holding Series B A Preferred Units, Pro Rata, until the Capital Account in respect of each Outstanding Series B A Preferred Unit is equal to the Series B Liquidation Value A Accrued Amount (and no other allocation pursuant to this Agreement shall reverse the effect of such allocation). If in the year of such liquidation, dissolution, dissolution or winding up any such Record Holder’s Capital Account in respect of such Series B A Preferred Units is less than the aggregate Series B Liquidation Value A Accrued Amount of such Series B A Preferred Units after the application of the preceding sentence, then to the extent permitted by applicable law and notwithstanding anything to the contrary contained in this Agreement, items of gross income and gain for any preceding taxable period(s) with respect to which IRS Form 1065 Schedules K-1 have not been filed by the Partnership shall be reallocated to all Unitholders then holding Series B A Preferred Units, Pro Rata, until the Capital Account in respect of each such Outstanding Series B A Preferred Unit after making allocations pursuant to this and the immediately preceding sentence is equal to the Series B Liquidation Value A Accrued Amount (and no other allocation pursuant to this Agreement shall reverse the effect of such allocation). After such allocations have been made to the Outstanding Series B Preferred Units (and then to the Outstanding Series C Preferred Units pursuant to Section 5.11(b)(v), if applicable), any remaining Net Termination Gain or Net Termination Loss shall be allocated to the Partners pursuant to Section 6.1(c) or Section 6.1(d), as the case may be. At the time of the dissolution of the Partnership, subject to Section 17-804 of the Delaware Act, the Record Holders of the Series B A Preferred Units shall become entitled to receive any distributions Series A Unpaid Distributions in respect of the Series B A Preferred Units that are accrued and unpaid as of the date of such distributiondissolution, and shall have the status of, and shall be entitled to all remedies available to, a creditor of the PartnershipPartnership with respect to such Series A Unpaid Distributions, and such entitlement of the Record Holders of the Series B A Preferred Units to such accrued and unpaid distributions Series A Unpaid Distributions shall have priority over any entitlement of any other Partners or Assignees assignees with respect to any distributions by the Partnership to such other Partners or Assigneesassignees; provided, however, that the General Partner, as such, will have no liability for any obligations with respect to such distributions Series A Unpaid Distributions to any Record Holder(s) of Series B A Preferred Units.

Liquidation Value. In the event of any liquidation, dissolution and winding up of the Partnership under Section 12.4 or a sale, exchange, exchange or other disposition of all or substantially all of the assets of the Partnership, either voluntary or involuntary, the Record Holders of the Series B A Preferred Units shall be entitled to receive, out of the assets of the Partnership available for distribution to the Partners or any Assigneesassignees, prior and in preference to any distribution of any assets of the Partnership to the Record Holders of any other class or series of Partnership InterestsInterests (other than Series C Preferred Units, Series D Preferred Units and Series E Preferred Units as to which the Series A Preferred Units are pari passu), the positive value in each such holder’s Capital Account in respect of such Series B A Preferred Units. If in the year of such liquidation and winding up, or sale, exchange, exchange or other disposition of all or substantially all of the assets of the Partnership, any such Record Holder’s Capital Account in respect of such Series B A Preferred Units is less than the aggregate Series B A Liquidation Value of such Series B A Preferred Units, then notwithstanding anything to the contrary contained in this Agreement, and prior to any other allocation pursuant to this Agreement for such year and prior to any distribution pursuant to the preceding sentence, items of gross income and gain shall be allocated to all Unitholders then holding Series B A Preferred Units, Pro Rata, until the Capital Account in respect of each Outstanding Series B A Preferred Unit is equal to the Series B A Liquidation Value (and no other allocation pursuant to this Agreement shall reverse the effect of such allocation), with such allocation being made Pro Rata with any allocation made pursuant to the second sentences of Section 5.14(b)(iv), Section 5.15(b)(iv) and Section 5.16(b)(iv). If in the year of such liquidation, dissolution, dissolution or winding up any such Record Holder’s Capital Account in respect of such Series B A Preferred Units is less than the aggregate Series B A Liquidation Value of such Series B A Preferred Units after the application of the preceding sentence, then to the extent permitted by applicable law and notwithstanding anything to the contrary contained in this Agreement, items of gross income and gain for any preceding taxable period(s) with respect to which IRS Form 1065 Schedules K-1 have not been filed by the Partnership shall be reallocated to all Unitholders then holding Series B A Preferred Units, Pro Rata, until the Capital Account in respect of each such Outstanding Series B A Preferred Unit after making allocations pursuant to this and the immediately preceding sentence is equal to the Series B A Liquidation Value (and no other allocation pursuant to this Agreement shall reverse the effect of such allocation), with such allocation being made Pro Rata with any allocation made pursuant to the third sentences of Section 5.14(b)(iv), Section 5.15(b)(iv) and Section 5.16(b)(iv). After At such time as such allocations have been made to the Outstanding Series B A Preferred Units (and then to the Outstanding Series C Preferred Units pursuant to Section 5.11(b)(v), if applicable)Units, any remaining Net Termination Gain or Net Termination Loss shall be allocated to the Partners pursuant to Section 6.1(c) or Section 6.1(d), as the case may be. At the time of the dissolution of the Partnership, subject to Section 17-804 of the Delaware Act, the Record Holders of the Series B A Preferred Units shall become entitled to receive any distributions in respect of the Series B A Preferred Units that are accrued and unpaid as of the date of such distribution, and shall have the status of, and shall be entitled to all remedies available to, a creditor of the Partnership, and such entitlement of the Record Holders of the Series B Preferred Units to such accrued and unpaid distributions shall have distribution in priority over any entitlement of any other Partners or Assignees with respect to any distributions by the Partnership to such other Partners or AssigneesAssignees (other than Series C Preferred Units, Series D Preferred Units and Series E Preferred Units as to which the Series A Preferred Units are pari passu); provided, however, that the General Partner, as such, will have no liability for any obligations with respect to such distributions to any Record Holder(s) of Series B A Preferred Units.

Liquidation Value. In the event of any liquidation, dissolution and winding up of the Partnership under Section 12.4 or a sale, exchange, exchange or other disposition of all or substantially all of the assets of the Partnership, either voluntary or involuntary, the Record Holders of the Series B E Preferred Units shall be entitled to receive, out of the assets of the Partnership available for distribution to the Partners or any Assigneesassignees, prior and in preference to any distribution of any assets of the Partnership to the Record Holders of any other class or series of Partnership InterestsInterests (other than Series A Preferred Units, Series C Preferred Units and Series D Preferred Units as to which the Series E Preferred Units are pari passu), the positive value in each such holder’s Capital Account in respect of such Series B E Preferred Units. If in the year of such liquidation and winding up, or sale, exchange, exchange or other disposition of all or substantially all of the assets of the Partnership, any such Record Holder’s Capital Account in respect of such Series B E Preferred Units is less than the aggregate Series B E Liquidation Value of such Series B E Preferred Units, then notwithstanding anything to the contrary contained in this Agreement, and prior to any other allocation pursuant to this Agreement for such year and prior to any distribution pursuant to the preceding sentence, items of gross income and gain shall be allocated to all Unitholders then holding Series B E Preferred Units, Pro Rata, until the Capital Account in respect of each Outstanding Series B E Preferred Unit is equal to the Series B E Liquidation Value (and no other allocation pursuant to this Agreement shall reverse the effect of such allocation), with such allocation being made Pro Rata with any allocation made pursuant to the second sentences of Section 5.12 (b)(iv), Section 5.14(b)(iv) and Section 5.15(b)(iv). If in the year of such liquidation, dissolution, dissolution or winding up any such Record Holder’s Capital Account in respect of such Series B E Preferred Units is less than the aggregate Series B E Liquidation Value of such Series B E Preferred Units after the application of the preceding sentence, then to the extent permitted by applicable law and notwithstanding anything to the contrary contained in this Agreement, items of gross income and gain for any preceding taxable period(s) with respect to which IRS Form 1065 Schedules K-1 have not been filed by the Partnership shall be reallocated to all Unitholders then holding Series B E Preferred Units, Pro Rata, until the Capital Account in respect of each such Outstanding Series B E Preferred Unit after making allocations pursuant to this and the immediately preceding sentence is equal to the Series B E Liquidation Value (and no other allocation pursuant to this Agreement shall reverse the effect of such allocation), with such allocation being made Pro Rata with any allocation made pursuant to the third sentences of Section 5.12(b)(iv), Section 5.14(b)(iv) and Section 5.15(b)(iv). After At such time as such allocations have been made to the Outstanding Series B E Preferred Units (and then to the Outstanding Series C Preferred Units pursuant to Section 5.11(b)(v), if applicable)Units, any remaining Net Termination Gain or Net Termination Loss shall be allocated to the Partners pursuant to Section 6.1(c) or Section 6.1(d), as the case may be. At the time of the dissolution of the Partnership, subject to Section 17-804 of the Delaware Act, the Record Holders of the Series B E Preferred Units shall become entitled to receive any distributions in respect of the Series B E Preferred Units that are accrued and unpaid as of the date of such distribution, and shall have the status of, and shall be entitled to all remedies available to, a creditor of the Partnership, and such entitlement of the Record Holders of the Series B Preferred Units to such accrued and unpaid distributions shall have distribution in priority over any entitlement of any other Partners or Assignees with respect to any distributions by the Partnership to such other Partners or AssigneesAssignees (other than Series A Preferred Units, Series C Preferred Units and Series D Preferred Units as to which the Series E Preferred Units are pari passu); provided, however, that the General Partner, as such, will have no liability for any obligations with respect to such distributions to any Record Holder(s) of Series B E Preferred Units.

Liquidation Value. In the event of any liquidation, dissolution and winding up of the Partnership under Section 12.4 or a sale, exchange, exchange or other disposition of all or substantially all of the assets of the Partnership, either voluntary or involuntary, the Record Holders of the Series B A Preferred Units shall be entitled to receive, out of the assets of the Partnership available for distribution to the Partners or any Assigneesassignees, prior and in preference to any distribution of any assets of the Partnership to the Record Holders of any other class or series of Partnership Interests, the positive value in each such holder’s Capital Account in respect of such Series B A Preferred Units. If in the year of such liquidation and winding up, or sale, exchange, exchange or other disposition of all or substantially all of the assets of the Partnership, any such Record Holder’s Capital Account in respect of such Series B A Preferred Units is less than the aggregate Series B A Liquidation Value of such Series B A Preferred Units, then notwithstanding anything to the contrary contained in this Agreement, and prior to any other allocation pursuant to this Agreement for such year and prior to any distribution pursuant to the preceding sentence, items of gross income and gain shall be allocated to all Unitholders then holding Series B A Preferred Units, Pro Rata, until the Capital Account in respect of each Outstanding Series B A Preferred Unit is equal to the Series B A Liquidation Value (and no other allocation pursuant to this Agreement shall reverse the effect of such allocation). If in the year of such liquidation, dissolution, dissolution or winding up any such Record Holder’s Capital Account in respect of such Series B A Preferred Units is less than the aggregate Series B A Liquidation Value of such Series B A Preferred Units after the application of the preceding sentence, then to the extent permitted by applicable law and notwithstanding anything to the contrary contained in this Agreement, items of gross income and gain for any preceding taxable period(s) with respect to which IRS Form 1065 Schedules K-1 have not been filed by the Partnership shall be reallocated to all Unitholders then holding Series B A Preferred Units, Pro Rata, until the Capital Account in respect of each such Outstanding Series B A Preferred Unit after making allocations pursuant to this and the immediately preceding sentence is equal to the Series B A Liquidation Value (and no other allocation pursuant to this Agreement shall reverse the effect of such allocation). After At such time as such allocations have been made to the Outstanding Series B A Preferred Units (and then to the Outstanding Series C Preferred Units pursuant to Section 5.11(b)(v), if applicable)Units, any remaining Net Termination Gain or Net Termination Loss shall be allocated to the Partners pursuant to Section 6.1(c) or Section 6.1(d), as the case may be. At the time of the dissolution of the Partnership, subject to Section 17-804 of the Delaware Act, the Record Holders of the Series B A Preferred Units shall become entitled to receive any distributions in respect of the Series B A Preferred Units that are accrued and unpaid as of the date of such distribution, and shall have the status of, and shall be entitled to all remedies available to, a creditor of the Partnership, and such entitlement of the Record Holders of the Series B Preferred Units to such accrued and unpaid distributions shall have distribution in priority over any entitlement of any other Partners or Assignees with respect to any distributions by the Partnership to such other Partners or Assignees; provided, however, that the General Partner, as such, will have no liability for any obligations with respect to such distributions to any Record Holder(s) of Series B A Preferred Units.

Liquidation Value. In the event of any liquidation, dissolution and or winding up of the Partnership under Section 12.4 or a sale, exchange, or other disposition of all or substantially all of the assets of the Partnership, either voluntary or involuntary, the Record Holders holders of the Series B A Preferred Units shall be entitled to receive, out of the assets of the Partnership available for distribution to the Partners or any AssigneesUnitholders, prior and in preference to any distribution of any assets of the Partnership to the Record Holders holders of any other class or series of Partnership InterestsSecurities, the positive value in each such holder’s Capital Account in respect of such Series B A Preferred Units. If in the year of such liquidation and liquidation, dissolution or winding up, or sale, exchange, or other disposition of all or substantially all of the assets of the Partnership, up any such Record Holderholder’s Capital Account in respect of such Series B A Preferred Units is less than the aggregate Series B A Liquidation Value of such Series B A Preferred Units, then notwithstanding anything to the contrary contained in this Agreement, and prior to any other allocation pursuant to this Agreement for such year and prior to any distribution pursuant to the preceding sentence, items of gross income and gain shall be allocated to all Unitholders then holding Series B A Preferred Units, Pro Rata, until the Capital Account in respect of each Outstanding Series B A Preferred Unit is equal to the Series B A Liquidation Value (and no other allocation pursuant to this Agreement shall reverse the effect of such allocation). If in the year of such liquidation, dissolution, dissolution or winding up any such Record Holderholder’s Capital Account in respect of such Series B A Preferred Units is less than the aggregate Series B A Liquidation Value of such Series B A Preferred Units after the application of the preceding sentence, then to the extent permitted by applicable law and notwithstanding anything to the contrary contained in this Agreement, items of gross income and gain for any preceding taxable period(s) with respect to which IRS Form 1065 Schedules K-1 Schedule K-1s have not been filed by the Partnership shall be reallocated to all Unitholders then holding Series B A Preferred Units, Pro Rata, until the Capital Account in respect of each such Outstanding Series B A Preferred Unit after making allocations pursuant to this and the immediately preceding sentence is equal to the Series B A Liquidation Value (and no other allocation pursuant to this Agreement shall reverse the effect of such allocation). After such allocations have been made to the Outstanding Series B Preferred Units (and then to the Outstanding Series C Preferred Units pursuant to Section 5.11(b)(v), if applicable), any remaining Net Termination Gain or Net Termination Loss shall be allocated to the Partners pursuant to Section 6.1(c) or Section 6.1(d), as the case may be. At the time of the dissolution of the Partnership, subject to Section 17-804 of the Delaware Act, the Record Holders of the Series B Preferred Units shall become entitled to receive any distributions in respect of the Series B Preferred Units that are accrued and unpaid as of the date of such distribution, and shall have the status of, and shall be entitled to all remedies available to, a creditor of the Partnership, and such entitlement of the Record Holders of the Series B Preferred Units to such accrued and unpaid distributions shall have priority over any entitlement of any other Partners or Assignees with respect to any distributions by the Partnership to such other Partners or Assignees; provided, however, that the General Partner, as such, will have no liability for any obligations with respect to such distributions to any Record Holder(s) of Series B Preferred Units.

Liquidation Value. In the event of any liquidation, dissolution and or winding up of the Partnership under Section 12.4 or a sale, exchange, sale or other disposition of all or substantially all of the assets of the Partnership, either voluntary or involuntary, the Record Holders holders of the Series B Class C Convertible Preferred Units shall be entitled to receive, out of the assets of the Partnership available for distribution to the Partners or any AssigneesUnitholders, prior and in preference to any distribution of any assets of the Partnership to the Record Holders holders of any other class or series of Partnership Interests, the positive value in each such holder’s Capital Account in respect of such Series B Class C Convertible Preferred Units. If in the year of such liquidation and liquidation, dissolution or winding up, up or sale, exchange, sale or other disposition of all or substantially all of the assets of the Partnership, any such Record Holderholder’s Capital Account in respect of such Series B Class C Convertible Preferred Units is less than the aggregate Series B Class C Liquidation Value of such Series B Class C Convertible Preferred Units, then notwithstanding anything to the contrary contained in this Agreement, and prior to any other allocation pursuant to this Agreement for such year and prior to any distribution pursuant to the preceding sentence, items of gross income and gain shall be allocated to all Unitholders then holding Series B Class C Convertible Preferred Units, Pro Rata, until the Capital Account in respect of each Outstanding Series B Class C Convertible Preferred Unit is equal to the Series B Class C Liquidation Value (and no other allocation pursuant to this Agreement shall reverse the effect of such allocation). If in the year of such liquidation, dissolution, dissolution or winding up or sale or other disposition of substantially all of the assets of the Partnership, any such Record Holderholder’s Capital Account in respect of such Series B Class C Convertible Preferred Units is less than the aggregate Series B Class C Liquidation Value of such Series B Class C Convertible Preferred Units after the application of the preceding sentence, then to the extent permitted by applicable law and notwithstanding anything to the contrary contained in this Agreement, items of gross income and gain for any preceding taxable period(s) with respect to which IRS Form 1065 Schedules K-1 Schedule K-1s have not been filed by the Partnership shall be reallocated to all Unitholders then holding Series B Class C Convertible Preferred Units, Pro Rata, until the Capital Account in respect of each such Outstanding Series B Class C Convertible Preferred Unit after making allocations pursuant to this and the immediately preceding sentence is equal to the Series B Class C Liquidation Value (and no other allocation pursuant to this Agreement shall reverse the effect of such allocation). After such allocations have been made to the Outstanding Series B Preferred Units (and then to the Outstanding Series C Preferred Units pursuant to Section 5.11(b)(v), if applicable), any remaining Net Termination Gain or Net Termination Loss shall be allocated to the Partners pursuant to Section 6.1(c) or Section 6.1(d), as the case may be. At the time of the dissolution of the Partnership, subject to Section 17-804 of the Delaware Act, the Record Holders of the Series B Preferred Units shall become entitled to receive any distributions in respect of the Series B Preferred Units that are accrued and unpaid as of the date of such distribution, and shall have the status of, and shall be entitled to all remedies available to, a creditor of the Partnership, and such entitlement of the Record Holders of the Series B Preferred Units to such accrued and unpaid distributions shall have priority over any entitlement of any other Partners or Assignees with respect to any distributions by the Partnership to such other Partners or Assignees; provided, however, that the General Partner, as such, will have no liability for any obligations with respect to such distributions to any Record Holder(s) of Series B Preferred Units.

Liquidation Value. In the event of any liquidation, dissolution and winding up of the Partnership under Section 12.4 or a sale, exchange, exchange or other disposition of all or substantially all of the assets of the Partnership, either voluntary or involuntary, the Record Holders of the Series B D Preferred Units shall be entitled to receive, out of the assets of the Partnership available for distribution to the Partners or any Assigneesassignees, prior and in preference to any distribution of any assets of the Partnership to the Record Holders of any other class or series of Partnership InterestsInterests (other than Series A Preferred Units, Series C Preferred Units or Series E Preferred Units as to which the Series D Preferred Units are pari passu), the positive value in each such holder’s Capital Account in respect of such Series B D Preferred Units. If in the year of such liquidation and winding up, or sale, exchange, exchange or other disposition of all or substantially all of the assets of the Partnership, any such Record Holder’s Capital Account in respect of such Series B D Preferred Units is less than the aggregate Series B D Liquidation Value of such Series B D Preferred Units, then notwithstanding anything to the contrary contained in this Agreement, and prior to any other allocation pursuant to this Agreement for such year and prior to any distribution pursuant to the preceding sentence, items of gross income and gain shall be allocated to all Unitholders then holding Series B D Preferred Units, Pro Rata, until the Capital Account in respect of each Outstanding Series B D Preferred Unit is equal to the Series B D Liquidation Value (and no other allocation pursuant to this Agreement shall reverse the effect of such allocation), with such allocation being made Pro Rata with any allocation made pursuant to the second sentences of Section 5.12(b)(iv), Section 5.14(b)(iv) and Section 5.16(b)(iv). If in the year of such liquidation, dissolution, dissolution or winding up any such Record Holder’s Capital Account in respect of such Series B D Preferred Units is less than the aggregate Series B D Liquidation Value of such Series B D Preferred Units after the application of the preceding sentence, then to the extent permitted by applicable law and notwithstanding anything to the contrary contained in this Agreement, items of gross income and gain for any preceding taxable period(s) with respect to which IRS Form 1065 Schedules K-1 have not been filed by the Partnership shall be reallocated to all Unitholders then holding Series B D Preferred Units, Pro Rata, until the Capital Account in respect of each such Outstanding Series B D Preferred Unit after making allocations pursuant to this and the immediately preceding sentence is equal to the Series B D Liquidation Value (and no other allocation pursuant to this Agreement shall reverse the effect of such allocation), with such allocation being made Pro Rata with any allocation made pursuant to the third sentences of Section 5.12(b)(iv), Section 5.14(b)(iv) and Section 5.16(b)(iv). After At such time as such allocations have been made to the Outstanding Series B D Preferred Units (and then to the Outstanding Series C Preferred Units pursuant to Section 5.11(b)(v), if applicable)Units, any remaining Net Termination Gain or Net Termination Loss shall be allocated to the Partners pursuant to Section 6.1(c) or Section 6.1(d), as the case may be. At the time of the dissolution of the Partnership, subject to Section 17-804 of the Delaware Act, the Record Holders of the Series B D Preferred Units shall become entitled to receive any distributions in respect of the Series B D Preferred Units that are accrued and unpaid as of the date of such distribution, and shall have the status of, and shall be entitled to all remedies available to, a creditor of the Partnership, and such entitlement of the Record Holders of the Series B Preferred Units to such accrued and unpaid distributions shall have distribution in priority over any entitlement of any other Partners or Assignees with respect to any distributions by the Partnership to such other Partners or AssigneesAssignees (other than Series A Preferred Units, Series C Preferred Units and Series E Preferred Units as to which the Series D Preferred Units are pari passu); provided, however, that the General Partner, as such, will have no liability for any obligations with respect to such distributions to any Record Holder(s) of Series B D Preferred Units.

Liquidation Value. In the event of any liquidation, dissolution and winding up of the Partnership under Section 12.4 or a sale, exchange, exchange or other disposition of all or substantially all of the assets of the Partnership, either voluntary or involuntary, the Record Holders of the Series B A Preferred Units shall be entitled to receive, out of the assets of the Partnership available for distribution to the Partners or any Assignees, prior and in preference to any distribution of any assets of the Partnership to the Record Holders of any other class or series of Partnership Interests, the positive value in each such holder’s Capital Account in respect of such Series B A Preferred Units. If in the year of such liquidation and winding up, or sale, exchange, exchange or other disposition of all or substantially all of the assets of the Partnership, any such Record Holder’s Capital Account in respect of such Series B A Preferred Units is less than the aggregate Series B A Liquidation Value of such Series B A Preferred Units, then notwithstanding anything to the contrary contained in this Agreement, and prior to any other allocation pursuant to this Agreement for such year and prior to any distribution pursuant to the preceding sentence, items of gross income and gain shall be allocated to all Unitholders then holding Series B A Preferred Units, Pro Rata, until the Capital Account in respect of each Outstanding Series B A Preferred Unit is equal to the Series B A Liquidation Value (and no other allocation pursuant to this Agreement shall reverse the effect of such allocation). If in the year of such liquidation, dissolution, dissolution or winding up any such Record Holder’s Capital Account in respect of such Series B A Preferred Units is less than the aggregate Series B A Liquidation Value of such Series B A Preferred Units after the application of the preceding sentence, then to the extent permitted by applicable law and notwithstanding anything to the contrary contained in this Agreement, items of gross income and gain for any preceding taxable period(s) with respect to which IRS Form 1065 Schedules K-1 have not been filed by the Partnership shall be reallocated to all Unitholders then holding Series B A Preferred Units, Pro Rata, until the Capital Account in respect of each such Outstanding Series B A Preferred Unit after making allocations pursuant to this and the immediately preceding sentence is equal to the Series B A Liquidation Value (and no other allocation pursuant to this Agreement shall reverse the effect of such allocation). After At such time as such allocations have been made to the Outstanding Series B A Preferred Units (and then to the Outstanding Series C Preferred Units pursuant to Section 5.11(b)(v), if applicable)Units, any remaining Net Termination Gain or Net Termination Loss shall be allocated to the Partners pursuant to Section 6.1(c) or Section 6.1(d), as the case may be. At the time of the dissolution of the Partnership, subject to Section 17-804 of the Delaware Act, the Record Holders of the Series B A Preferred Units shall become entitled to receive any distributions in respect of the Series B A Preferred Units that are accrued and unpaid as of the date of such distribution, and shall have the status of, and shall be entitled to all remedies available to, a creditor of the Partnership, and such entitlement of the Record Holders of the Series B A Preferred Units to such accrued and unpaid distributions shall have priority over any entitlement of any other Partners or Assignees with respect to any distributions by the Partnership to such other Partners or Assignees; provided, however, that the General Partner, as such, will have no liability for any obligations with respect to such distributions to any Record Holder(s) of Series B A Preferred Units.

Liquidation Value. In the event of any liquidation, dissolution and winding up of the Partnership under Section 12.4 or a sale, exchange, or other disposition of all or substantially all of the assets of the Partnership12.4, either voluntary or involuntary, the Record Holders of the Series B A Preferred Units shall be entitled to receive, out of the assets of the Partnership available for distribution to the Partners or any Assignees, prior and in preference to any distribution of any assets of the Partnership to the Record Holders of any other class or series of Partnership Interests, the positive value in each such holder’s Capital Account in respect of such Series B A Preferred Units. At least 10 days prior to any liquidation or winding up of the Partnership under Section 12.4, the Partnership shall provide to the Record Holders of the Series A Preferred Units an estimate of the Capital Account in respect of each Series A Preferred Unit after giving effect to the allocations described in this Section 5.11(b)(x). If in the year of such liquidation and winding up, or sale, exchange, or other disposition of all or substantially all of the assets of the Partnership, any such Record Holder’s Capital Account in respect of such Series B A Preferred Units is less than the aggregate Series B Liquidation Value A Accrued Amount of such Series B A Preferred Units, then notwithstanding anything to the contrary contained in this Agreement, and prior to any other allocation pursuant to this Agreement for such year and prior to any distribution pursuant to the preceding sentence, items of gross income and gain shall be allocated to all Unitholders then holding Series B A Preferred Units, Pro Rata, until the Capital Account in respect of each Outstanding Series B A Preferred Unit is equal to the Series B Liquidation Value A Accrued Amount (and no other allocation pursuant to this Agreement shall reverse the effect of such allocation). If in the year of such liquidation, dissolution, dissolution or winding up any such Record Holder’s Capital Account in respect of such Series B A Preferred Units is less than the aggregate Series B Liquidation Value A Accrued Amount of such Series B A Preferred Units after the application of the preceding sentence, then to the extent permitted by applicable law and notwithstanding anything to the contrary contained in this Agreement, items of gross income and gain for any preceding taxable period(s) with respect to which IRS Form 1065 Schedules K-1 have not been filed by the Partnership shall be reallocated to all Unitholders then holding Series B A Preferred Units, Pro Rata, until the Capital Account in respect of each such Outstanding Series B A Preferred Unit after making allocations pursuant to this and the immediately preceding sentence is equal to the Series B Liquidation Value A Accrued Amount (and no other allocation pursuant to this Agreement shall reverse the effect of such allocation). After such allocations have been made to the Outstanding Series B A Preferred Units (and then to the Outstanding Series C Preferred Units pursuant to Section 5.11(b)(v), if applicable)Units, any remaining Net Termination Gain or Net Termination Loss items of income, gain, loss and deduction shall be allocated to the Partners pursuant to Section 6.1(c) or Section 6.1(d), as the case may be. At the time of the dissolution of the Partnership, subject to Section 17-804 of the Delaware Act, the Record Holders of the Series B A Preferred Units shall become entitled to receive any distributions Series A Unpaid Distributions in respect of the Series B A Preferred Units that are accrued and unpaid as of the date of such distributiondissolution, and shall have the status of, and shall be entitled to all remedies available to, a creditor of the PartnershipPartnership with respect to such Series A Unpaid Distributions, and such entitlement of the Record Holders of the Series B A Preferred Units to such accrued and unpaid distributions Series A Unpaid Distributions shall have priority over any entitlement of any other Partners or Assignees with respect to any distributions by the Partnership to such other Partners or Assignees; provided, however, that the General Partner, as such, will have no liability for any obligations with respect to such distributions Series A Unpaid Distributions to any Record Holder(s) of Series B A Preferred Units.

Liquidation Value. In the event of any liquidation, dissolution and winding up of the Partnership under Section 12.4 or a sale, exchange, exchange or other disposition of all or substantially all of the assets of the Partnership, either voluntary or involuntary, the Record Holders of the Series B Preferred Units shall be entitled to receive, out of the assets of the Partnership available for distribution to the Partners or any Assignees, prior and in preference to any distribution of any assets of the Partnership to the Record Holders of any other class or series of Partnership Interests, the positive value in each such holder’s Capital Account in respect of such Series B Preferred Units. If in the year of such liquidation and winding up, or sale, exchange, exchange or other disposition of all or substantially all of the assets of the Partnership, any such Record Holder’s Capital Account in respect of such Series B Preferred Units is less than the aggregate Series B Liquidation Value of such Series B Preferred Units, then notwithstanding anything to the contrary contained in this Agreement, and prior to any other allocation pursuant to this Agreement for such year and prior to any distribution pursuant to the preceding sentence, items of gross income and gain shall be allocated to all Unitholders then holding Series B Preferred Units, Pro Rata, until the Capital Account in respect of each Outstanding Series B Preferred Unit is equal to the Series B Liquidation Value (and no other allocation pursuant to this Agreement shall reverse the effect of such allocation). If in the year of such liquidation, dissolution, dissolution or winding up any such Record Holder’s Capital Account in respect of such Series B Preferred Units is less than the aggregate Series B Liquidation Value of such Series B Preferred Units after the application of the preceding sentence, then to the extent permitted by applicable law and notwithstanding anything to the contrary contained in this Agreement, items of gross income and gain for any preceding taxable period(s) with respect to which IRS Form 1065 Schedules K-1 have not been filed by the Partnership shall be reallocated to all Unitholders then holding Series B Preferred Units, Pro Rata, until the Capital Account in respect of each such Outstanding Series B Preferred Unit after making allocations pursuant to this and the immediately preceding sentence is equal to the Series B Liquidation Value (and no other allocation pursuant to this Agreement shall reverse the effect of such allocation). After such allocations have been made to the Outstanding Series B Preferred Units (and then to the Outstanding Series C Preferred Units pursuant to Section 5.11(b)(v), if applicable)Units, any remaining Net Termination Gain or Net Termination Loss shall be allocated to the Partners pursuant to Section 6.1(c) or Section 6.1(d), as the case may be. At the time of the dissolution of the Partnership, subject to Section 17-804 of the Delaware Act, the Record Holders of the Series B Preferred Units shall become entitled to receive any distributions in respect of the Series B Preferred Units that are accrued and unpaid as of the date of such distribution, and shall have the status of, and shall be entitled to all remedies available to, a creditor of the Partnership, and such entitlement of the Record Holders of the Series B Preferred Units to such accrued and unpaid distributions shall have priority over any entitlement of any other Partners or Assignees with respect to any distributions by the Partnership to such other Partners or Assignees; provided, however, that the General Partner, as such, will have no liability for any obligations with respect to such distributions to any Record Holder(s) of Series B Preferred Units.

Liquidation Value. In the event of any liquidation, dissolution and or winding up of the Partnership under Section 12.4 or a sale, exchange, or other disposition of all or substantially all of the assets of the Partnership, either voluntary or involuntary, the Record Holders holders of the Series B A Preferred Units shall be entitled to receive, out of the assets of the Partnership available for distribution to the Partners or any AssigneesUnitholders, prior and in preference to any distribution of any assets of the Partnership to the Record Holders holders of any other class or series of Partnership InterestsSecurities, the positive value in each such holder’s Capital Account in respect of such Series B A Preferred Units. If in the year of such liquidation and liquidation, dissolution or winding up, or sale, exchange, or other disposition of all or substantially all of the assets of the Partnership, up any such Record Holderholder’s Capital Account in respect of such Series B A Preferred Units is less than the aggregate Series B A Liquidation Value of such Series B A Preferred Units, then notwithstanding anything to the contrary contained in this Agreement, and prior to any other allocation pursuant to this Agreement for such year and prior to any distribution pursuant to the preceding sentence, items of gross income and gain shall be allocated to all Unitholders then holding Series B A Preferred Units, Pro Rata, until the Capital Account in respect of each Outstanding Series B A Preferred Unit then Outstanding is equal to the Series B A Liquidation Value (and no other allocation pursuant to this Agreement shall reverse the effect of such allocation). If in the year of such liquidation, dissolution, dissolution or winding up any such Record Holderholder’s Capital Account in respect of such Series B A Preferred Units is less than the aggregate Series B A Liquidation Value of such Series B A Preferred Units after the application of the preceding sentence, then to the extent permitted by applicable law and notwithstanding anything to the contrary contained in this Agreement, items of gross income and gain for any preceding taxable period(s) with respect to which IRS Form 1065 Schedules K-1 Schedule K-1s have not been filed by the Partnership shall be reallocated to all Unitholders then holding Series B A Preferred Units, Pro Rata, until the Capital Account in respect of each such Outstanding Series B A Preferred Unit after making allocations pursuant to this and the immediately preceding sentence then Outstanding is equal to the Series B A Liquidation Value (and no other allocation pursuant to this Agreement shall reverse the effect of such allocation). After such allocations have been made to the Outstanding Series B Preferred Units (and then to the Outstanding Series C Preferred Units pursuant to Section 5.11(b)(v), if applicable), any remaining Net Termination Gain or Net Termination Loss shall be allocated to the Partners pursuant to Section 6.1(c) or Section 6.1(d), as the case may be. At the time of the dissolution of the Partnership, subject to Section 17-804 of the Delaware Act, the Record Holders holders of the Series B A Preferred Units shall become entitled to receive any accrued and unpaid distributions in respect of the Series B A Preferred Units that are accrued and unpaid as of the date of such distributionUnits, if any, and shall have the status of, and shall be entitled to all remedies available to, a creditor of the Partnership, and such entitlement of the Record Holders holders of the Series B A Preferred Units to such accrued and unpaid distributions shall have priority over any entitlement of any other Partners or Assignees Unitholders with respect to any distributions by the Partnership to such other Partners or AssigneesUnitholders; provided, however, that the General Partner, as such, will have no liability for any obligations with respect to such distributions to any Record Holder(s) the holders of the Series B A Preferred Units.

Liquidation Value. In Notwithstanding anything to the contrary in this Agreement, in the event of any liquidation, dissolution and or winding up of the Partnership under Section 12.4 or a sale, exchange, or other disposition of all or substantially all of the assets of the Partnership, either voluntary or involuntary, the Record Holders holders of the Series B 1 Preferred Units shall be entitled to receive, out of the assets of the Partnership available for distribution to the Partners or any AssigneesUnitholders, prior and in preference to any distribution of any assets of the Partnership to the Record Holders holders of any other class or series of Partnership InterestsUnits other than the Class D Units as provided in Section 4.15(l) or the Class E Units as provided in Section 4.17(l), the positive value in each such holder’s Capital Account in respect of such Series B 1 Preferred Units. If in the year of such liquidation and liquidation, dissolution or winding up, or sale, exchange, or other disposition up of all or substantially all of the assets of the Partnership, any such Record Holderholder’s Capital Account in respect of such Series B 1 Preferred Units is less than the aggregate Series B 1 Preferred Unit Liquidation Value of such Series B 1 Preferred Units, then notwithstanding anything to the contrary contained in this Agreement, and prior to any other allocation pursuant to this Agreement for such year and prior to any distribution pursuant to the preceding sentence, items of gross income and gain shall be allocated to all Unitholders then holding Series B 1 Preferred Units, Pro Rata, until the Capital Account in respect of each Outstanding Series B 1 Preferred Unit is equal to the Series B 1 Preferred Unit Liquidation Value (and no other allocation pursuant to this Agreement shall reverse the effect of such allocation). If in the year of such liquidation, dissolution, dissolution or winding up of any such Record Holderholder’s Capital Account in respect of such Series B 1 Preferred Units is less than the aggregate Series B 1 Preferred Unit Liquidation Value of such Series B 1 Preferred Units after the application of the preceding sentence, then to the extent permitted by applicable law and notwithstanding anything to the contrary contained in this Agreement, items of gross income and gain for any preceding taxable period(s) with respect to which IRS Form 1065 Schedules K-1 Schedule K-1s have not been filed by the Partnership shall be reallocated to all Unitholders then holding Series B 1 Preferred Units, Pro Rata, until the Capital Account in respect of each such Outstanding Series B 1 Preferred Unit after making allocations pursuant to this and the immediately preceding sentence is equal to the Series B 1 Preferred Unit Liquidation Value (and no other allocation pursuant to this Agreement shall reverse the effect of such allocation). After such allocations have been made to the Outstanding Series B Preferred Units (and then to the Outstanding Series C Preferred Units pursuant to Section 5.11(b)(v), if applicable), any remaining Net Termination Gain or Net Termination Loss shall be allocated to the Partners pursuant to Section 6.1(c) or Section 6.1(d), as the case may be. At the time of the dissolution of the Partnership, subject to Section 17-804 of the Delaware Act, the Record Holders of the Series B Preferred Units shall become entitled to receive any distributions in respect of the Series B Preferred Units that are accrued and unpaid as of the date of such distribution, and shall have the status of, and shall be entitled to all remedies available to, a creditor of the Partnership, and such entitlement of the Record Holders of the Series B Preferred Units to such accrued and unpaid distributions shall have priority over any entitlement of any other Partners or Assignees with respect to any distributions by the Partnership to such other Partners or Assignees; provided, however, that the General Partner, as such, will have no liability for any obligations with respect to such distributions to any Record Holder(s) of Series B Preferred Units.

Liquidation Value. In the event of any liquidation, dissolution and winding up of the Partnership under Section 12.4 or a sale, exchange, or other disposition of all or substantially all of the assets of the PartnershipPartnership Agreement, either voluntary or involuntary, the Record Holders of the Series B Preferred Units shall be entitled to receive, out of the assets of the Partnership available for distribution to the Partners or any Assignees, prior and in preference to any distribution of any assets of the Partnership to the Record Holders of any other class or series of Partnership InterestsInterests other than Series A Preferred Units (but subject to the rights of the holders of Outstanding Series A Preferred Units with respect to the Series A Liquidation Preference Amount pursuant to Paragraph 15 of the Supplemental Terms Annex A), the positive value balance in each such holder’s Capital Account in respect of such Series B Preferred Units. At least ten (10) days prior to any liquidation or winding up of the Partnership under Section 12.4 of the Partnership Agreement, the Partnership shall provide to the Record Holders of the Series B Preferred Units an estimate of the Capital Account in respect of each Series B Preferred Unit after giving effect to the allocations described in the Partnership Agreement including this Paragraph 16 of this Supplemental Terms Annex (other than Supplemental Terms Annex A in respect of any Outstanding Series A Preferred Units). If in the year of such liquidation and winding up, or sale, exchange, or other disposition of all or substantially all of the assets of the Partnership, any such Record Holder’s Capital Account in respect of such Series B Preferred Units is less than the aggregate Series B Liquidation Value Amount of such Series B Preferred Units, then notwithstanding anything to the contrary contained in the Partnership Agreement (other than Supplemental Terms Annex A in respect of any Outstanding Series A Preferred Units) including this AgreementSupplemental Terms Annex, and prior to any other allocation pursuant to this Agreement for such year and prior to any distribution pursuant to the preceding sentence, items of gross income and gain income, gain, loss or deduction shall be allocated to all Unitholders then holding Series B Preferred Units, Pro Rata, until the Capital Account in respect of each Outstanding Series B Preferred Unit is equal to the Series B Liquidation Value Amount (and no other allocation pursuant to this Agreement shall reverse the effect of such allocation). If in the year of such liquidation, dissolution, dissolution or winding up any such Record Holder’s Capital Account in respect of such Series B Preferred Units is less than the aggregate Series B Liquidation Value Amount of such Series B Preferred Units after the application of the preceding sentence, then to the extent permitted by applicable law and notwithstanding anything to the contrary contained in this Agreement, items of gross income and gain income, gain, loss or deduction for any preceding taxable period(s) with respect to which IRS Form 1065 Schedules K-1 have not been filed by the Partnership shall be reallocated to all Unitholders then holding Series B Preferred Units, Pro Rata, until the Capital Account in respect of each such Outstanding Series B Preferred Unit after making allocations pursuant to this and the immediately preceding sentence is equal to the Series B Liquidation Value Amount (and no other allocation pursuant to this Agreement shall reverse the effect of such allocation). After such allocations have been made to the Outstanding Series B Preferred Units (and then to the Outstanding Series C Preferred Units pursuant to Section 5.11(b)(v), if applicable)Units, any remaining Net Termination Gain or Net Termination Loss shall be allocated to the Partners pursuant to Section 6.1(c) or Section 6.1(d)) of the Partnership Agreement, as the case may be. At the time of the dissolution of the Partnership, subject to Section 17-804 of the Delaware Act, the Record Holders of the Series B Preferred Units shall become entitled to receive any distributions in respect of the Series B Preferred Units that are accrued and unpaid as of the date of such distribution, and shall have the status of, and shall be entitled to all remedies available to, a creditor of the Partnership, and such entitlement of the Record Holders of the Series B Preferred Units to such accrued and unpaid distributions shall have priority over any entitlement of any other Partners or Assignees with respect to any distributions by the Partnership to such other Partners or Assignees; provided, however, that the General Partner, as such, will have no liability for any obligations with respect to such distributions to any Record Holder(s) of Series B Preferred Units.

Liquidation Value. In the event of any liquidation, dissolution and winding up of the Partnership under Section 12.4 or a sale, exchange, exchange or other disposition of all or substantially all of the assets of the Partnership, either voluntary or involuntary, the Record Holders of the Series B C Preferred Units shall be entitled to receive, out of the assets of the Partnership available for distribution to the Partners or any Assigneesassignees, prior and in preference to any distribution of any assets of the Partnership to the Record Holders of any other class or series of Partnership InterestsInterests (other than Series A Preferred Units, Series D Preferred Units and Series E Preferred Units as to which the Series C Preferred Units are pari passu), the positive value in each such holder’s Capital Account in respect of such Series B C Preferred Units. If in the year of such liquidation and winding up, or sale, exchange, exchange or other disposition of all or substantially all of the assets of the Partnership, any such Record Holder’s Capital Account in respect of such Series B C Preferred Units is less than the aggregate Series B C Liquidation Value of such Series B C Preferred Units, then notwithstanding anything to the contrary contained in this Agreement, and prior to any other allocation pursuant to this Agreement for such year and prior to any distribution pursuant to the preceding sentence, items of gross income and gain shall be allocated to all Unitholders then holding Series B C Preferred Units, Pro Rata, until the Capital Account in respect of each Outstanding Series B C Preferred Unit is equal to the Series B C Liquidation Value (and no other allocation pursuant to this Agreement shall reverse the effect of such allocation), with such allocation being made Pro Rata with any allocation made pursuant to the second sentences of Section 5.12 (b)(iv), Section 5.15(b)(iv) and Section 5.16(b)(iv). If in the year of such liquidation, dissolution, dissolution or winding up any such Record Holder’s Capital Account in respect of such Series B C Preferred Units is less than the aggregate Series B C Liquidation Value of such Series B C Preferred Units after the application of the preceding sentence, then to the extent permitted by applicable law and notwithstanding anything to the contrary contained in this Agreement, items of gross income and gain for any preceding taxable period(s) with respect to which IRS Form 1065 Schedules K-1 have not been filed by the Partnership shall be reallocated to all Unitholders then holding Series B C Preferred Units, Pro Rata, until the Capital Account in respect of each such Outstanding Series B C Preferred Unit after making allocations pursuant to this and the immediately preceding sentence is equal to the Series B C Liquidation Value (and no other allocation pursuant to this Agreement shall reverse the effect of such allocation), with such allocation being made Pro Rata with any allocation made pursuant to the third sentences of Section 5.12(b)(iv), Section 5.15(b)(iv) and Section 5.16(b)(iv). After At such time as such allocations have been made to the Outstanding Series B Preferred Units (and then to the Outstanding Series C Preferred Units pursuant to Section 5.11(b)(v), if applicable)Units, any remaining Net Termination Gain or Net Termination Loss shall be allocated to the Partners pursuant to Section 6.1(c) or Section 6.1(d), as the case may be. At the time of the dissolution of the Partnership, subject to Section 17-804 of the Delaware Act, the Record Holders of the Series B C Preferred Units shall become entitled to receive any distributions in respect of the Series B C Preferred Units that are accrued and unpaid as of the date of such distribution, and shall have the status of, and shall be entitled to all remedies available to, a creditor of the Partnership, and such entitlement of the Record Holders of the Series B Preferred Units to such accrued and unpaid distributions shall have distribution in priority over any entitlement of any other Partners or Assignees with respect to any distributions by the Partnership to such other Partners or AssigneesAssignees (other than Series A Preferred Units, Series D Preferred Units and Series E Preferred Units as to which the Series C Preferred Units are pari passu); provided, however, that the General Partner, as such, will have no liability for any obligations with respect to such distributions to any Record Holder(s) of Series B C Preferred Units.

Liquidation Value. In the event of any liquidation, dissolution and winding up of the Partnership under Section 12.4 or a sale, exchange, exchange or other disposition of all or substantially all of the assets of the Partnership, either voluntary or involuntary, the Record Holders of the Series B C Preferred Units shall be entitled to receive, out of the assets of the Partnership available for distribution to the Partners or any Assigneesassignees, prior and in preference to any distribution of any assets of the Partnership to the Record Holders of any other class or series of Partnership InterestsInterests (other than Series A Preferred Units, Series D Preferred Units and Series E Preferred Units as to which the Series C Preferred Units are pari passu), the positive value in each such holder’s Capital Account in respect of such Series B C Preferred Units. If in the year of such liquidation and winding up, or sale, exchange, exchange or other disposition of all or substantially all of the assets of the Partnership, any such Record Holder’s Capital Account in respect of such Series B C Preferred Units is less than the aggregate Series B C Liquidation Value of such Series B C Preferred Units, then notwithstanding anything to the contrary contained in this Agreement, and prior to any other allocation pursuant to this Agreement for such year and prior to any distribution pursuant to the preceding sentence, items of gross income and gain shall be allocated to all Unitholders then holding Series B C Preferred Units, Pro Rata, until the Capital Account in respect of each Outstanding Series B C Preferred Unit is equal to the Series B C Liquidation Value (and no other allocation pursuant to this Agreement shall reverse the effect of such allocation), with such allocation being made Pro Rata with any allocation made pursuant to the second sentences of Section 5.12 (b)(iv), Section 5.15(b)(iv) and Section 5.16(b)(iv). If in the year of such liquidation, dissolution, dissolution or winding up any such Record Holder’s Capital Account in respect of such Series B C Preferred Units is less than the aggregate Series B C Liquidation Value of such Series B C Preferred Units after the application of the preceding sentence, then to the extent permitted by applicable law and notwithstanding anything to the contrary contained in this Agreement, items of gross income and gain for any preceding taxable period(s) with respect to which IRS Form 1065 Schedules K-1 have not been filed by the Partnership 94 shall be reallocated to all Unitholders then holding Series B C Preferred Units, Pro Rata, until the Capital Account in respect of each such Outstanding Series B C Preferred Unit after making allocations pursuant to this and the immediately preceding sentence is equal to the Series B C Liquidation Value (and no other allocation pursuant to this Agreement shall reverse the effect of such allocation), with such allocation being made Pro Rata with any allocation made pursuant to the third sentences of Section 5.12(b)(iv), Section 5.15(b)(iv) and Section 5.16(b)(iv). After At such time as such allocations have been made to the Outstanding Series B Preferred Units (and then to the Outstanding Series C Preferred Units pursuant to Section 5.11(b)(v), if applicable)Units, any remaining Net Termination Gain or Net Termination Loss shall be allocated to the Partners pursuant to Section 6.1(c) or Section 6.1(d), as the case may be. At the time of the dissolution of the Partnership, subject to Section 17-804 of the Delaware Act, the Record Holders of the Series B C Preferred Units shall become entitled to receive any distributions in respect of the Series B C Preferred Units that are accrued and unpaid as of the date of such distribution, and shall have the status of, and shall be entitled to all remedies available to, a creditor of the Partnership, and such entitlement of the Record Holders of the Series B Preferred Units to such accrued and unpaid distributions shall have distribution in priority over any entitlement of any other Partners or Assignees with respect to any distributions by the Partnership to such other Partners or AssigneesAssignees (other than Series A Preferred Units, Series D Preferred Units and Series E Preferred Units as to which the Series C Preferred Units are pari passu); provided, however, that the General Partner, as such, will have no liability for any obligations with respect to such distributions to any Record Holder(s) of Series B C Preferred Units.

Liquidation Value. In the event of any liquidation, dissolution and winding up of the Partnership under Section 12.4 or a sale, exchange, exchange or other disposition of all or substantially all of the assets of the Partnership, either voluntary or involuntary, the Record Holders of the Series B C Preferred Units shall be entitled to receive, out of the assets of the Partnership available for distribution to the Partners or any Assigneesassignees, prior and in preference to any distribution of any assets of the Partnership to the Record Holders of any other class or series of Partnership InterestsInterests (other than Series A Preferred Units and the Series D Preferred Units as to which the Series C Preferred Units are pari passu), the positive value in each such holder’s Capital Account in respect of such Series B C Preferred Units. If in the year of such liquidation and winding up, or sale, exchange, exchange or other disposition of all or substantially all of the assets of the Partnership, any such Record Holder’s Capital Account in respect of such Series B C Preferred Units is less than the aggregate Series B C Liquidation Value of such Series B C Preferred Units, then notwithstanding anything to the contrary contained in this Agreement, and prior to any other allocation pursuant to this Agreement for such year and prior to any distribution pursuant to the preceding sentence, items of gross income and gain shall be allocated to all Unitholders then holding Series B C Preferred Units, Pro Rata, until the Capital Account in respect of each Outstanding Series B C Preferred Unit is equal to the Series B C Liquidation Value (and no other allocation pursuant to this Agreement shall reverse the effect of such allocation), with such allocation being made Pro Rata with any allocation made pursuant to the second sentences of Section 5.12(b)(iv) and Section 5.15(b)(iv). If in the year of such liquidation, dissolution, dissolution or winding up any such Record Holder’s Capital Account in respect of such Series B C Preferred Units is less than the aggregate Series B C Liquidation Value of such Series B C Preferred Units after the application of the preceding sentence, then to the extent permitted by applicable law and notwithstanding anything to the contrary contained in this Agreement, items of gross income and gain for any preceding taxable period(s) with respect to which IRS Form 1065 Schedules K-1 have not been filed by the Partnership shall be reallocated to all Unitholders then holding Series B C Preferred Units, Pro Rata, until the Capital Account in respect of each such Outstanding Series B C Preferred Unit after making allocations pursuant to this and the immediately preceding sentence is equal to the Series B C Liquidation Value (and no other allocation pursuant to this Agreement shall reverse the effect of such allocation), with such allocation being made Pro Rata with any allocation made pursuant to the third sentences of Section 5.12(b)(iv) and Section 5.15(b)(iv). After At such time as such allocations have been made to the Outstanding Series B Preferred Units (and then to the Outstanding Series C Preferred Units pursuant to Section 5.11(b)(v), if applicable)Units, any remaining Net Termination Gain or Net Termination Loss shall be allocated to the Partners pursuant to Section 6.1(c) or Section 6.1(d), as the case may be. At the time of the dissolution of the Partnership, subject to Section 17-804 of the Delaware Act, the Record Holders of the Series B C Preferred Units shall become entitled to receive any distributions in respect of the Series B C Preferred Units that are accrued and unpaid as of the date of such distribution, and shall have the status of, and shall be entitled to all remedies available to, a creditor of the Partnership, and such entitlement of the Record Holders of the Series B Preferred Units to such accrued and unpaid distributions shall have distribution in priority over any entitlement of any other Partners or Assignees with respect to any distributions by the Partnership to such other Partners or AssigneesAssignees (other than Series A Preferred Units and the Series D Preferred Units as to which the Series C Preferred Units are pari passu); provided, however, that the General Partner, as such, will have no liability for any obligations with respect to such distributions to any Record Holder(s) of Series B C Preferred Units.

Liquidation Value. In the event of any liquidation, dissolution and winding up of the Partnership under Section 12.4 or a sale, exchange, exchange or other disposition of all or substantially all of the assets of the Partnership, either voluntary or involuntary, the Record Holders of the Series B A Preferred Units shall be entitled to receive, out of the assets of the Active 344679592 EXHIBIT 3.19 Partnership available for distribution to the Partners or any Assigneesassignees, prior and in preference to any distribution of any assets of the Partnership to the Record Holders of any other class or series of Partnership InterestsInterests (other than Series C Preferred Units and the Series D Preferred Units as to which the Series A Preferred Units are pari passu), the positive value in each such holder’s Capital Account in respect of such Series B A Preferred Units. If in the year of such liquidation and winding up, or sale, exchange, exchange or other disposition of all or substantially all of the assets of the Partnership, any such Record Holder’s Capital Account in respect of such Series B A Preferred Units is less than the aggregate Series B A Liquidation Value of such Series B A Preferred Units, then notwithstanding anything to the contrary contained in this Agreement, and prior to any other allocation pursuant to this Agreement for such year and prior to any distribution pursuant to the preceding sentence, items of gross income and gain shall be allocated to all Unitholders then holding Series B A Preferred Units, Pro Rata, until the Capital Account in respect of each Outstanding Series B A Preferred Unit is equal to the Series B A Liquidation Value (and no other allocation pursuant to this Agreement shall reverse the effect of such allocation), with such allocation being made Pro Rata with any allocation made pursuant to the second sentences of Section 5.14(b)(iv) and Section 5.15(b)(iv). If in the year of such liquidation, dissolution, dissolution or winding up any such Record Holder’s Capital Account in respect of such Series B A Preferred Units is less than the aggregate Series B A Liquidation Value of such Series B A Preferred Units after the application of the preceding sentence, then to the extent permitted by applicable law and notwithstanding anything to the contrary contained in this Agreement, items of gross income and gain for any preceding taxable period(s) with respect to which IRS Form 1065 Schedules K-1 have not been filed by the Partnership shall be reallocated to all Unitholders then holding Series B A Preferred Units, Pro Rata, until the Capital Account in respect of each such Outstanding Series B A Preferred Unit after making allocations pursuant to this and the immediately preceding sentence is equal to the Series B A Liquidation Value (and no other allocation pursuant to this Agreement shall reverse the effect of such allocation), with such allocation being made Pro Rata with any allocation made pursuant to the third sentences of Section 5.14(b)(iv) and Section 5.15(b)(iv). After At such time as such allocations have been made to the Outstanding Series B A Preferred Units (and then to the Outstanding Series C Preferred Units pursuant to Section 5.11(b)(v), if applicable)Units, any remaining Net Termination Gain or Net Termination Loss shall be allocated to the Partners pursuant to Section 6.1(c) or Section 6.1(d), as the case may be. At the time of the dissolution of the Partnership, subject to Section 17-804 of the Delaware Act, the Record Holders of the Series B A Preferred Units shall become entitled to receive any distributions in respect of the Series B A Preferred Units that are accrued and unpaid as of the date of such distribution, and shall have the status of, and shall be entitled to all remedies available to, a creditor of the Partnership, and such entitlement of the Record Holders of the Series B Preferred Units to such accrued and unpaid distributions shall have distribution in priority over any entitlement of any other Partners or Assignees with respect to any distributions by the Partnership to such other Partners or AssigneesAssignees (other than Series C Preferred Units and the Series D Preferred Units as to which the Series A Preferred Units are pari passu); provided, however, that the General Partner, as such, will have no liability for any obligations with respect to such distributions to any Record Holder(s) of Series B A Preferred Units.

Liquidation Value. In the event of any liquidation, dissolution and winding up of the Partnership under Section 12.4 or a sale, exchange, exchange or other disposition of all or substantially all of the assets of the Partnership, either voluntary or involuntary, the Record Holders of the Series B A Preferred Units shall be entitled to receive, out of the assets of the Partnership available for distribution to the Partners or any Assigneesassignees, prior and in preference to any distribution of any assets of the Partnership to the Record Holders of any other class or series of Partnership InterestsInterests (other than Series C Preferred Units, Series D Preferred Units and Series E Preferred Units as to which the Series A Preferred Units are pari passu), the positive value in each such holder’s Capital Account in respect of such Series B A Preferred Units. If in the year of such liquidation and winding up, or sale, exchange, exchange or other disposition of all or substantially all of the assets of the Partnership, any such Record Holder’s Capital Account in respect of such Series B A Preferred Units is less than the aggregate Series B A Liquidation Value of such Series B A 71 Preferred Units, then notwithstanding anything to the contrary contained in this Agreement, and prior to any other allocation pursuant to this Agreement for such year and prior to any distribution pursuant to the preceding sentence, items of gross income and gain shall be allocated to all Unitholders then holding Series B A Preferred Units, Pro Rata, until the Capital Account in respect of each Outstanding Series B A Preferred Unit is equal to the Series B A Liquidation Value (and no other allocation pursuant to this Agreement shall reverse the effect of such allocation), with such allocation being made Pro Rata with any allocation made pursuant to the second sentences of Section 5.14(b)(iv), Section 5.15(b)(iv) and Section 5.16(b)(iv). If in the year of such liquidation, dissolution, dissolution or winding up any such Record Holder’s Capital Account in respect of such Series B A Preferred Units is less than the aggregate Series B A Liquidation Value of such Series B A Preferred Units after the application of the preceding sentence, then to the extent permitted by applicable law and notwithstanding anything to the contrary contained in this Agreement, items of gross income and gain for any preceding taxable period(s) with respect to which IRS Form 1065 Schedules K-1 have not been filed by the Partnership shall be reallocated to all Unitholders then holding Series B A Preferred Units, Pro Rata, until the Capital Account in respect of each such Outstanding Series B A Preferred Unit after making allocations pursuant to this and the immediately preceding sentence is equal to the Series B A Liquidation Value (and no other allocation pursuant to this Agreement shall reverse the effect of such allocation), with such allocation being made Pro Rata with any allocation made pursuant to the third sentences of Section 5.14(b)(iv), Section 5.15(b)(iv) and Section 5.16(b)(iv). After At such time as such allocations have been made to the Outstanding Series B A Preferred Units (and then to the Outstanding Series C Preferred Units pursuant to Section 5.11(b)(v), if applicable)Units, any remaining Net Termination Gain or Net Termination Loss shall be allocated to the Partners pursuant to Section 6.1(c) or Section 6.1(d), as the case may be. At the time of the dissolution of the Partnership, subject to Section 17-804 of the Delaware Act, the Record Holders of the Series B A Preferred Units shall become entitled to receive any distributions in respect of the Series B A Preferred Units that are accrued and unpaid as of the date of such distribution, and shall have the status of, and shall be entitled to all remedies available to, a creditor of the Partnership, and such entitlement of the Record Holders of the Series B Preferred Units to such accrued and unpaid distributions shall have distribution in priority over any entitlement of any other Partners or Assignees with respect to any distributions by the Partnership to such other Partners or AssigneesAssignees (other than Series C Preferred Units, Series D Preferred Units and Series E Preferred Units as to which the Series A Preferred Units are pari passu); provided, however, that the General Partner, as such, will have no liability for any obligations with respect to such distributions to any Record Holder(s) of Series B A Preferred Units.

Liquidation Value. In the event of any liquidation, dissolution and winding up of the Partnership under Section 12.4 or a sale, exchange, exchange or other disposition of all or substantially all of the assets of the Partnership, either voluntary or involuntary, the Record Holders of the Series B C Preferred Units shall be entitled to receive, out of the assets of the Partnership available for distribution to the Partners or any Assigneesassignees, prior and in preference to any distribution of any assets of the Partnership to the Record Holders of any other class or series of Partnership InterestsInterests (other than Series A Preferred Units, Series D Preferred Units and Series E Preferred Units as to which the Series C Preferred Units are pari passu), the positive value in each such holder’s Capital Account in respect of such Series B C Preferred Units. If in the year of such liquidation and winding up, or sale, exchange, exchange or other disposition of all or substantially all of the assets of the Partnership, any such Record Holder’s Capital Account in respect of such Series B C Preferred Units is less than the aggregate Series B C Liquidation Value of such Series B C Preferred Units, then notwithstanding anything to the contrary contained in this Agreement, and prior to any other allocation pursuant to this Agreement for such year and prior to any distribution pursuant to the preceding sentence, items of gross income and gain shall be allocated to all Unitholders then holding Series B C Preferred Units, Pro Rata, until the Capital Account in respect of each Outstanding Series B C Preferred Unit is equal to the Series B C Liquidation Value (and no other allocation pursuant to this Agreement shall reverse the effect of such allocation), with such allocation being made Pro Rata with any allocation made pursuant to the second sentences of Section 5.12 (b)(iv), Section 5.15(b)(iv) and Section 5.16(b)(iv). If in the year of such liquidation, dissolution, dissolution or winding up any such Record Holder’s Capital Account in respect of such Series B C Preferred Units is less than the aggregate Series B C Liquidation Value of such Series B C Preferred Units after the application of the preceding sentence, then to the extent permitted by applicable law and notwithstanding anything to the contrary contained in this Agreement, items of gross income and gain for any preceding taxable period(s) with respect to which IRS Form 1065 Schedules K-1 have not been filed by the Partnership shall be reallocated to all Unitholders then holding Series B C Preferred Units, Pro Rata, until the Capital Account in respect of each such Outstanding Series B C Preferred Unit after making allocations pursuant to this and the immediately preceding sentence is equal to the Series B C Liquidation Value (and no other allocation pursuant to this Agreement shall reverse the effect of such allocation), with such allocation being made Pro Rata with any allocation made pursuant to the third sentences of Section 5.12(b)(iv), Section 5.15(b)(iv) and Section 5.16(b)(iv). After At such time as such allocations have been made to the Outstanding Series B Preferred Units (and then to the Outstanding Series C Preferred Units pursuant to Section 5.11(b)(v), if applicable)Units, any remaining Net Termination Gain or Net Termination Loss shall be allocated to the Partners pursuant to Section 6.1(c) or Section 6.1(d), as the case may be. At the time of the dissolution of the Partnership, subject to Section 17-804 of the Delaware Act, the Record Holders of the Series B C Preferred Units shall become entitled to receive any distributions in respect of the Series B C Preferred Units that are accrued and unpaid as of the date of such distribution, and shall have the status of, and shall be entitled to all remedies available to, a creditor of the Partnership, and such entitlement of the Record Holders of the Series B Preferred Units to such accrued and unpaid distributions shall have distribution in priority over any entitlement of any other Partners or Assignees with respect to any distributions by the Exhibit 2.2 Partnership to such other Partners or AssigneesAssignees (other than Series A Preferred Units, Series D Preferred Units and Series E Preferred Units as to which the Series C Preferred Units are pari passu); provided, however, that the General Partner, as such, will have no liability for any obligations with respect to such distributions to any Record Holder(s) of Series B C Preferred Units.

Liquidation Value. In the event of any liquidation, dissolution and or winding up of the Partnership under Section 12.4 or a sale, exchange, sale or other disposition of all or substantially all of the assets of the Partnership, either voluntary or involuntary, the Record Holders holders of the Series B Class C Convertible Preferred Units shall be entitled to receive, out of the assets of the Partnership available for distribution to the Partners or any AssigneesUnitholders, prior and in preference to any distribution of any assets of the Partnership to the Record Holders holders of any other class or series of Partnership Interests, the positive value in each such holder’s Capital Account in respect of such Series B Class C Convertible Preferred Units. If in the year of such liquidation and liquidation, dissolution or winding up, up or sale, exchange, sale or other disposition of all or substantially all of the assets of the Partnership, any such Record Holderholder’s Capital Account in respect of such Series B Class C Convertible Preferred Units is less than the aggregate Series B Class C Liquidation Value of such Series B Class C Convertible Preferred Units, then notwithstanding anything to the contrary contained in this Agreement, and prior to any other allocation pursuant to this Agreement for such year and prior to any distribution pursuant to the preceding sentence, items of gross income and gain shall be allocated to all Unitholders then holding Series B Class C Convertible Preferred Units, Pro Rata, until the Capital Account in respect of each Outstanding Series B Class C Convertible Preferred Unit is equal to the Series B Class C Liquidation Value (and no other allocation pursuant to this Agreement shall reverse the effect of such allocation). If in the year of such liquidation, dissolution, dissolution or winding up or sale or other disposition of substantially all of the assets of the Partnership, any such Record Holderholder’s Capital Account in respect of such Series B Class C Convertible Preferred Units is less than the aggregate Series B Class C Liquidation Value of such Series B Class C Convertible Preferred Units after the application of the preceding sentence, then to the extent permitted by applicable law and notwithstanding anything to the contrary contained in this Agreement, items of gross income and gain for any preceding taxable period(s) with respect to which IRS Form 1065 Schedules K-1 Schedule K- 1s have not been filed by the Partnership shall be reallocated to all Unitholders then holding Series B Class C Convertible Preferred Units, Pro Rata, until the Capital Account in respect of each such Outstanding Series B Class C Convertible Preferred Unit after making allocations pursuant to this and the immediately preceding sentence is equal to the Series B Class C Liquidation Value (and no other allocation pursuant to this Agreement shall reverse the effect of such allocation). After such allocations have been made to the Outstanding Series B Preferred Units (and then to the Outstanding Series C Preferred Units pursuant to Section 5.11(b)(v), if applicable), any remaining Net Termination Gain or Net Termination Loss shall be allocated to the Partners pursuant to Section 6.1(c) or Section 6.1(d), as the case may be. At the time of the dissolution of the Partnership, subject to Section 17-804 of the Delaware Act, the Record Holders of the Series B Preferred Units shall become entitled to receive any distributions in respect of the Series B Preferred Units that are accrued and unpaid as of the date of such distribution, and shall have the status of, and shall be entitled to all remedies available to, a creditor of the Partnership, and such entitlement of the Record Holders of the Series B Preferred Units to such accrued and unpaid distributions shall have priority over any entitlement of any other Partners or Assignees with respect to any distributions by the Partnership to such other Partners or Assignees; provided, however, that the General Partner, as such, will have no liability for any obligations with respect to such distributions to any Record Holder(s) of Series B Preferred Units.

Liquidation Value. In Notwithstanding anything to the contrary in this Agreement, in the event of any liquidation, dissolution and or winding up of the Partnership under Section 12.4 or a sale, exchange, or other disposition of all or substantially all of the assets of the Partnership, either voluntary or involuntary, the Record Holders holders of the Series B 1 Preferred Units shall be entitled to receive, out of the assets of the Partnership available for distribution to the Partners or any AssigneesUnitholders, prior and in preference to any distribution of any assets of the Partnership to the Record Holders holders of any other class or series of Partnership InterestsUnits other than the Class D Units as provided in Section 4.15(l), the positive value in each such holder’s Capital Account in respect of such Series B 1 Preferred Units. If in the year of such liquidation and liquidation, dissolution or winding up, or sale, exchange, or other disposition up of all or substantially all of the assets of the Partnership, any such Record Holderholder’s Capital Account in respect of such Series B 1 Preferred Units is less than the aggregate Series B 1 Preferred Unit Liquidation Value of such Series B 1 Preferred Units, then notwithstanding anything to the contrary contained in this Agreement, and prior to any other allocation pursuant to this Agreement for such year and prior to any distribution pursuant to the preceding sentence, items of gross income and gain shall be allocated to all Unitholders then holding Series B 1 Preferred Units, Pro Rata, until the Capital Account in respect of each Outstanding Series B 1 Preferred Unit is equal to the Series B 1 Preferred Unit Liquidation Value (and no other allocation pursuant to this Agreement shall reverse the effect of such allocation). If in the year of such liquidation, dissolution, dissolution or winding up of any such Record Holderholder’s Capital Account in respect of such Series B 1 Preferred Units is less than the aggregate Series B 1 Preferred Unit Liquidation Value of such Series B 1 Preferred Units after the application of the preceding sentence, then to the extent permitted by applicable law and notwithstanding anything to the contrary contained in this Agreement, items of gross income and gain for any preceding taxable period(s) with respect to which IRS Form 1065 Schedules K-1 Schedule K-1s have not been filed by the Partnership shall be reallocated to all Unitholders then holding Series B 1 Preferred Units, Pro Rata, until the Capital Account in respect of each such Outstanding Series B 1 Preferred Unit after making allocations pursuant to this and the immediately preceding sentence is equal to the Series B 1 Preferred Unit Liquidation Value (and no other allocation pursuant to this Agreement shall reverse the effect of such allocation). After such allocations have been made to the Outstanding Series B Preferred Units (and then to the Outstanding Series C Preferred Units pursuant to Section 5.11(b)(v), if applicable), any remaining Net Termination Gain or Net Termination Loss shall be allocated to the Partners pursuant to Section 6.1(c) or Section 6.1(d), as the case may be. At the time of the dissolution of the Partnership, subject to Section 17-804 of the Delaware Act, the Record Holders of the Series B Preferred Units shall become entitled to receive any distributions in respect of the Series B Preferred Units that are accrued and unpaid as of the date of such distribution, and shall have the status of, and shall be entitled to all remedies available to, a creditor of the Partnership, and such entitlement of the Record Holders of the Series B Preferred Units to such accrued and unpaid distributions shall have priority over any entitlement of any other Partners or Assignees with respect to any distributions by the Partnership to such other Partners or Assignees; provided, however, that the General Partner, as such, will have no liability for any obligations with respect to such distributions to any Record Holder(s) of Series B Preferred Units.

Liquidation Value. In the event of any liquidation, dissolution and winding up of the Partnership under Section 12.4 or a sale, exchange, exchange or other disposition of all or substantially all of the assets of the Partnership, either voluntary or involuntary, the Record Holders of the Series B Preferred Units shall be entitled to receive, out of the assets of the Partnership available for distribution to the Partners or any Assignees, prior and in preference to any distribution of any assets of the Partnership to the Record Holders of any other class or series of Partnership Interests, the positive value in each such holder’s Capital Account in respect of such Series B Preferred Units. If in the year of such liquidation and winding up, or sale, exchange, exchange or other disposition of all or substantially all of the assets of the Partnership, any such Record Holder’s Capital Account in respect of such Series B Preferred Units is less than the aggregate Series B Liquidation Value of such Series B Preferred Units, then notwithstanding anything to the contrary contained in this Agreement, and prior to any other allocation pursuant to this Agreement for such year and prior to any distribution pursuant to the preceding sentence, items of gross income and gain shall be allocated to all Unitholders then holding Series B Preferred Units, Pro Rata, until the Capital Account in respect of each Outstanding Series B Preferred Unit is equal to the Series B Liquidation Value (and no other allocation pursuant to this Agreement shall reverse the effect of such allocation). If in the year of such liquidation, dissolution, dissolution or winding up any such Record Holder’s Capital Account in respect of such Series B Preferred Units is less than the aggregate Series B Liquidation Value of such Series B Preferred Units after the application of the preceding sentence, then to the extent permitted by applicable law and notwithstanding anything to the contrary contained in this Agreement, items of gross income and gain for any preceding taxable period(s) with respect to which IRS Form 1065 Schedules K-1 have not been filed by the Partnership shall be reallocated to all Unitholders then holding Series B Preferred Units, Pro Rata, until the Capital Account in respect of each such Outstanding Series B Preferred Unit after making allocations pursuant to this and the immediately preceding sentence is equal to the Series B Liquidation Value (and no other allocation pursuant to this Agreement shall reverse the effect of such allocation). After such allocations have been made to the Outstanding Series B Preferred Units (and then to the Outstanding Series C Preferred Units pursuant to Section 5.11(b)(v), if applicable), any remaining Net Termination Gain or Net Termination Loss shall be allocated to the Partners pursuant to Section 6.1(c) or Section 6.1(d), as the case may be. At the time of the dissolution of the Partnership, subject to Section 17-804 of the Delaware Act, the Record Holders of the Series B Preferred Units shall become entitled to receive any distributions in respect of the Series B Preferred Units that are accrued and unpaid as of the date of such distribution, and shall have the status of, and shall be entitled to all remedies available to, a creditor of the Partnership, and such entitlement of the Record Holders of the Series B Preferred Units to such accrued and unpaid distributions shall have priority over any entitlement of any other Partners or Assignees with respect to any distributions by the Partnership to such other Partners or Assignees; provided, however, that the General Partner, as such, will have no liability for any obligations with respect to such distributions to any Record Holder(s) of Series B Preferred Units.

Liquidation Value. In Notwithstanding anything to the contrary in this Agreement, in the event of any liquidation, dissolution and or winding up of the Partnership under Section 12.4 or a sale, exchange, or other disposition of all or substantially all of the assets of the Partnership, either voluntary or involuntary, the Record Holders holders of the Series B 1 Preferred Units shall be entitled to receive, out of the assets of the Partnership available for distribution to the Partners or any AssigneesUnitholders, prior and in preference to any distribution of any assets of the Partnership to the Record Holders holders of any other class or series of Partnership InterestsUnits other than the Class D Units as provided in Section 4.15(l), the positive value in each such holder’s Capital Account in respect of such Series B 1 Preferred Units. If in the year of such liquidation and liquidation, dissolution or winding up, or sale, exchange, or other disposition up of all or substantially all of the assets of the Partnership, any such Record Holderholder’s Capital Account in respect of such Series B 1 Preferred Units is less than the aggregate Series B 1 Preferred Unit Liquidation Value of such Series B 1 Preferred Units, then notwithstanding anything to the contrary contained in this Agreement, and prior to any other allocation pursuant to this Agreement for such year and prior to any distribution pursuant to the preceding sentence, items of gross income and gain shall be allocated to all Unitholders then holding Series B 1 Preferred Units, Pro Rata, until the Capital Account in respect of each Outstanding Series B 1 Preferred Unit is equal to the Series B 1 Preferred Unit Liquidation Value (and no other allocation pursuant to this Agreement shall reverse the effect of such allocation). If in the year of such liquidation, dissolution, dissolution or winding up of any such Record Holderholder’s Capital Account in respect of such Series B 1 Preferred Units is less than the aggregate Series B 1 Preferred Unit Liquidation Value of such Series B 1 Preferred Units after the application of the preceding sentence, then to the extent permitted by applicable law and notwithstanding anything to the contrary contained in this Agreement, items of gross income and gain for any preceding taxable period(s) with respect to which IRS Form 1065 Schedules K-1 Schedule K- 1s have not been filed by the Partnership shall be reallocated to all Unitholders then holding Series B 1 Preferred Units, Pro Rata, until the Capital Account in respect of each such Outstanding Series B 1 Preferred Unit after making allocations pursuant to this and the immediately preceding sentence is equal to the Series B 1 Preferred Unit Liquidation Value (and no other allocation pursuant to this Agreement shall reverse the effect of such allocation). After such allocations have been made to the Outstanding Series B Preferred Units (and then to the Outstanding Series C Preferred Units pursuant to Section 5.11(b)(v), if applicable), any remaining Net Termination Gain or Net Termination Loss shall be allocated to the Partners pursuant to Section 6.1(c) or Section 6.1(d), as the case may be. At the time of the dissolution of the Partnership, subject to Section 17-804 of the Delaware Act, the Record Holders of the Series B Preferred Units shall become entitled to receive any distributions in respect of the Series B Preferred Units that are accrued and unpaid as of the date of such distribution, and shall have the status of, and shall be entitled to all remedies available to, a creditor of the Partnership, and such entitlement of the Record Holders of the Series B Preferred Units to such accrued and unpaid distributions shall have priority over any entitlement of any other Partners or Assignees with respect to any distributions by the Partnership to such other Partners or Assignees; provided, however, that the General Partner, as such, will have no liability for any obligations with respect to such distributions to any Record Holder(s) of Series B Preferred Units.

Liquidation Value. In the event of any liquidation, dissolution liquidation and winding up of the Partnership Company under Section 12.4 or a sale, exchange, or other disposition of all or substantially all of the assets of the Partnership11.3, either voluntary or involuntary, the Record Holders holders of the Series B A Preferred Units shall be entitled to receive, out of the assets of the Partnership Company available for distribution to the Partners Members or any Assignees, prior and in preference to any distribution of any assets of the Partnership Company to the Record Holders holders of any other class or series of Partnership Company Interests, the positive value in each such holder’s Capital Account in respect of such Series B A Preferred Units. If in the year of such liquidation and winding up, or sale, exchange, or other disposition of all or substantially all of the assets of the Partnership, any such Record Holderholder’s Capital Account in respect of such Series B A Preferred Units is less than the aggregate Series B A Liquidation Value Preference of such Series B A Preferred Units, then notwithstanding anything to the contrary contained in this Agreement, and prior to any other allocation pursuant to this Agreement for such year and prior to any distribution pursuant to the preceding sentence, items of gross income and gain shall be allocated to all Unitholders then holding Series B A Preferred Units, Pro Rata, until the Capital Account in respect of each Outstanding Series B A Preferred Unit is equal to the Series B A Liquidation Value Preference (and no other allocation pursuant to this Agreement shall reverse the effect of such allocation). If in the year of such liquidation, dissolution, dissolution or winding up any such Record Holderholder’s Capital Account in respect of such Series B A Preferred Units is less than the aggregate Series B A Liquidation Value Preference of such Series B A Preferred Units after the application of the preceding sentence, then to the extent permitted by applicable law and notwithstanding anything to the contrary contained in this Agreement, items of gross income and gain for any preceding taxable period(s) with respect to which IRS Form 1065 Schedules K-1 have not been filed by the Partnership Company shall be reallocated to all Unitholders then holding Series B A Preferred Units, Pro Rata, until the Capital Account in respect of each such Outstanding Series B A Preferred Unit after making allocations pursuant to this and the immediately preceding sentence is equal to the Series B A Liquidation Value Preference (and no other allocation pursuant to this Agreement shall reverse the effect of such allocation). After such allocations have been made to the Outstanding Series B Preferred Units (and then to the Outstanding Series C Preferred Units pursuant to Section 5.11(b)(v), if applicable), any remaining Net Termination Gain or Net Termination Loss shall be allocated to the Partners pursuant to Section 6.1(c) or Section 6.1(d), as the case may be. At the time of the dissolution of the Partnership, subject to Section 17-804 of the Delaware Act, the Record Holders of the Series B Preferred Units shall become entitled to receive any distributions in respect of the Series B Preferred Units that are accrued and unpaid as of the date of such distribution, and shall have the status of, and shall be entitled to all remedies available to, a creditor of the Partnership, and such entitlement of the Record Holders of the Series B Preferred Units to such accrued and unpaid distributions shall have priority over any entitlement of any other Partners or Assignees with respect to any distributions by the Partnership to such other Partners or Assignees; provided, however, that the General Partner, as such, will have no liability for any obligations with respect to such distributions to any Record Holder(s) of Series B Preferred Units.

Liquidation Value. In the event of any liquidation, dissolution and winding up of the Partnership under Section 12.4 or a sale, exchange, or other disposition of all or substantially all of the assets of the Partnership12.4, either voluntary or involuntary, the Record Holders of the Series B A Preferred Units shall be entitled to receive, out of the assets of the Partnership available for distribution to the Partners or any Assignees, prior and in preference to any distribution of any assets of the Partnership to the Record Holders of any other class or series of Partnership Interests, the positive value in each such holder’s Capital Account in respect of such Series B A Preferred Units. At least 10 days prior to any liquidation or winding up of the Partnership under Section 12.4, the Partnership shall provide to the Record Holders of the Series A Preferred Units an estimate of the Capital Account in respect of each Series A Preferred Unit after giving effect to the allocations described in this Section 5.11(b)(x). If in the year of such liquidation and winding up, or sale, exchange, or other disposition of all or substantially all of the assets of the Partnership, any such Record Holder’s Capital Account in respect of such Series B A Preferred Units is less than the aggregate Series B Liquidation Value A Accrued Amount of such Series B A Preferred Units, then notwithstanding anything to the contrary contained in this Agreement, and prior to any other allocation pursuant to this Agreement for such year and prior to any distribution pursuant to the preceding sentence, items of gross income and gain shall be allocated to all Unitholders then holding Series B A Preferred Units, Pro Rata, until the Capital Account in respect of each Outstanding Series B A Preferred Unit is equal to the Series B Liquidation Value A Accrued Amount (and no other allocation pursuant to this Agreement shall reverse the effect of such allocation). If in the year of such liquidation, dissolution, dissolution or winding up any such Record Holder’s Capital Account in respect of such Series B A Preferred Units is less than the aggregate Series B Liquidation Value A Accrued Amount of such Series B A Preferred Units after the application of the preceding sentence, then to the extent permitted by applicable law and notwithstanding anything to the contrary contained in this Agreement, items of gross income and gain for any preceding taxable period(s) with respect to which IRS Form 1065 Schedules K-1 have not been filed by the Partnership shall be reallocated to all Unitholders then holding Series B A Preferred Units, Pro Rata, until the Capital Account in respect of each such Outstanding Series B A Preferred Unit after making allocations pursuant to this and the immediately preceding sentence is equal to the Series B Liquidation Value A Accrued Amount (and no other allocation pursuant to this Agreement shall reverse the effect of such allocation). After such allocations have been made to the Outstanding Series B A Preferred Units (and then to the Outstanding Series C Preferred Units pursuant to Section 5.11(b)(v), if applicable)Units, any remaining Net Termination Gain or Net Termination Loss shall be allocated to the Partners pursuant to Section 6.1(c) or Section 6.1(d), as the case may be. At the time of the dissolution of the Partnership, subject to Section 17-804 of the Delaware Act, the Record Holders of the Series B Preferred Units shall become entitled to receive any distributions in respect of the Series B Preferred Units that are accrued and unpaid as of the date of such distribution, and shall have the status of, and shall be entitled to all remedies available to, a creditor of the Partnership, and such entitlement of the Record Holders of the Series B Preferred Units to such accrued and unpaid distributions shall have priority over any entitlement of any other Partners or Assignees with respect to any distributions by the Partnership to such other Partners or Assignees; provided, however, that the General Partner, as such, will have no liability for any obligations with respect to such distributions to any Record Holder(s) of Series B Preferred Units.

Liquidation Value. In the event of any liquidation, dissolution and or winding up of the Partnership under Section 12.4 or a sale, exchange, or other disposition of all or substantially all of the assets of the Partnership, either voluntary or involuntary, the Record Holders holders of the Series B 1 Preferred Units shall be entitled to receive, out of the assets of the Partnership available for distribution to the Partners or any AssigneesUnitholders, prior and in preference to any distribution of any assets of the Partnership to the Record Holders holders of any other class or series of Partnership InterestsUnits, the positive value in each such holder’s Capital Account in respect of such Series B 1 Preferred Units. If in the year of such liquidation and liquidation, dissolution or winding up, or sale, exchange, or other disposition up of all or substantially all of the assets of the Partnership, any such Record Holderholder’s Capital Account in respect of such Series B 1 Preferred Units is less than the aggregate Series B 1 Preferred Unit Liquidation Value of such Series B 1 Preferred Units, then notwithstanding anything to the contrary contained in this Agreement, and prior to any other allocation pursuant to this Agreement for such year and prior to any distribution pursuant to the preceding sentence, items of gross income and gain shall be allocated to all Unitholders then holding Series B 1 Preferred Units, Pro Rata, until the Capital Account in respect of each Outstanding Series B 1 Preferred Unit is equal to the Series B 1 Preferred Unit Liquidation Value (and no other allocation pursuant to this Agreement shall reverse the effect of such allocation). If in the year of such liquidation, dissolution, dissolution or winding up of any such Record Holderholder’s Capital Account in respect of such Series B 1 Preferred Units is less than the aggregate Series B 1 Preferred Unit Liquidation Value of such Series B 1 Preferred Units after the application of the preceding sentence, then to the extent permitted by applicable law and notwithstanding anything to the contrary contained in this Agreement, items of gross income and gain for any preceding taxable period(speriod (s) with respect to which IRS Form 1065 Schedules K-1 Schedule K-1s have not been filed by the Partnership shall be reallocated to all Unitholders then holding Series B 1 Preferred Units, Pro Rata, until the Capital Account in respect of each such Outstanding Series B 1 Preferred Unit after making allocations pursuant to this and the immediately preceding sentence is equal to the Series B 1 Preferred Unit Liquidation Value (and no other allocation pursuant to this Agreement shall reverse the effect of such allocation). After such allocations have been made to the Outstanding Series B Preferred Units (and then to the Outstanding Series C Preferred Units pursuant to Section 5.11(b)(v), if applicable), any remaining Net Termination Gain or Net Termination Loss shall be allocated to the Partners pursuant to Section 6.1(c) or Section 6.1(d), as the case may be. At the time of the dissolution of the Partnership, subject to Section 17-804 of the Delaware Act, the Record Holders of the Series B Preferred Units shall become entitled to receive any distributions in respect of the Series B Preferred Units that are accrued and unpaid as of the date of such distribution, and shall have the status of, and shall be entitled to all remedies available to, a creditor of the Partnership, and such entitlement of the Record Holders of the Series B Preferred Units to such accrued and unpaid distributions shall have priority over any entitlement of any other Partners or Assignees with respect to any distributions by the Partnership to such other Partners or Assignees; provided, however, that the General Partner, as such, will have no liability for any obligations with respect to such distributions to any Record Holder(s) of Series B Preferred Units.

Liquidation Value. In the event of any liquidation, dissolution liquidation and winding up of the Partnership Company under Section 12.4 10.3 or a sale, exchange, exchange or other disposition of all or substantially all of the assets of the PartnershipCompany, either voluntary or involuntary, the Record Holders holders of the Series B A Preferred Units shall be entitled to receive, out of the assets of the Partnership Company available for distribution to the Partners Members or any Assignees, prior and in preference to any distribution of any assets of the Partnership Company to the Record Holders holders of any other class or series of Partnership InterestsCompany Securities, the positive value in each such holder’s Capital Account in respect of such Series B A Preferred Units. If in the year of such liquidation and winding up, or sale, exchange, exchange or other disposition of all or substantially all of the assets of the PartnershipCompany, any such Record Holderholder’s Capital Account in respect of such Series B A Preferred Units is less than the aggregate Series B A Liquidation Value of such Series B A Preferred Units, then notwithstanding anything to the contrary contained in this Agreement, and prior to any other allocation pursuant to this Agreement for such year and prior to any distribution pursuant to the preceding sentence, items of gross income and gain shall be allocated to all Unitholders then holding Series B A Preferred Units, Pro Rata, until the Capital Account in respect of each Outstanding Series B A Preferred Unit is equal to the Series B A Liquidation Value (and no other allocation pursuant to this Agreement shall reverse the effect of such allocation). If in the year of such liquidation, dissolution, dissolution or winding up any such Record Holderholder’s Capital Account in respect of such Series B A Preferred Units is less than the aggregate Series B A Liquidation Value of such Series B A Preferred Units after the application of the preceding sentence, then to the extent permitted by applicable law and notwithstanding anything to the contrary contained in this Agreement, items of gross income and gain for any preceding taxable period(s) with respect to which IRS Form 1065 Schedules K-1 have not been filed by the Partnership Company shall be reallocated to all Unitholders then holding Series B A Preferred Units, Pro Rata, until the Capital Account in respect of each such Outstanding Series B A Preferred Unit after making allocations pursuant to this and the immediately preceding sentence is equal to the Series B A Liquidation Value (and no other allocation pursuant to this Agreement shall reverse the effect of such allocation). After such allocations have been made to the Outstanding Series B Preferred Units (and then to the Outstanding Series C Preferred Units pursuant to Section 5.11(b)(v), if applicable), any remaining Net Termination Gain or Net Termination Loss shall be allocated to the Partners pursuant to Section 6.1(c) or Section 6.1(d), as the case may be. At the time of the dissolution of the Partnership, subject to Section 17-804 of the Delaware Act, the Record Holders of the Series B Preferred Units shall become entitled to receive any distributions in respect of the Series B Preferred Units that are accrued and unpaid as of the date of such distribution, and shall have the status of, and shall be entitled to all remedies available to, a creditor of the Partnership, and such entitlement of the Record Holders of the Series B Preferred Units to such accrued and unpaid distributions shall have priority over any entitlement of any other Partners or Assignees with respect to any distributions by the Partnership to such other Partners or Assignees; provided, however, that the General Partner, as such, will have no liability for any obligations with respect to such distributions to any Record Holder(s) of Series B Preferred Units.

Liquidation Value. In the event of any liquidation, dissolution and or winding up of the Partnership under Section 12.4 or a sale, exchange, or other disposition of all or substantially all of the assets of the Partnership, either voluntary or involuntary, the Record Holders holders of the Series B A Preferred Units shall be entitled to receive, out of the assets of the Partnership available for distribution to the Partners or any AssigneesUnitholders, prior and in preference to any distribution of any assets of the Partnership to the Record Holders holders of any other class or series of Partnership InterestsSecurities (which includes the Class H Units and Class I Units), the positive value in each such holder’s Capital Account in respect of such Series B A Preferred Units. If in the year of such liquidation and liquidation, dissolution or winding up, or sale, exchange, or other disposition of all or substantially all of the assets of the Partnership, up any such Record Holderholder’s Capital Account in respect of such Series B A Preferred Units is less than the aggregate Series B A Liquidation Value of such Series B A Preferred Units, then notwithstanding anything to the contrary contained in this Agreement, and prior to any other allocation pursuant to this Agreement for such year and prior to any distribution pursuant to the preceding sentence, items of gross income and gain shall be allocated to all Unitholders then holding Series B A Preferred Units, Pro Rata, until the Capital Account in respect of each Outstanding Series B A Preferred Unit then Outstanding is equal to the Series B A Liquidation Value (and no other allocation pursuant to this Agreement shall reverse the effect of such allocation). If in the year of such liquidation, dissolution, dissolution or winding up any such Record Holderholder’s Capital Account in respect of such Series B A Preferred Units is less than the aggregate Series B A Liquidation Value of such Series B A Preferred Units after the application of the preceding sentence, then to the extent permitted by applicable law and notwithstanding anything to the contrary contained in this Agreement, items of gross income and gain for any preceding taxable period(s) with respect to which IRS Form 1065 Schedules K-1 Schedule K-1s have not been filed by the Partnership shall be reallocated to all Unitholders then holding Series B A Preferred Units, Pro Rata, until the Capital Account in respect of each such Outstanding Series B A Preferred Unit after making allocations pursuant to this and the immediately preceding sentence then Outstanding is equal to the Series B A Liquidation Value (and no other allocation pursuant to this Agreement shall reverse the effect of such allocation). After such allocations have been made to the Outstanding Series B Preferred Units (and then to the Outstanding Series C Preferred Units pursuant to Section 5.11(b)(v), if applicable), any remaining Net Termination Gain or Net Termination Loss shall be allocated to the Partners pursuant to Section 6.1(c) or Section 6.1(d), as the case may be. At the time of the dissolution of the Partnership, subject to Section 17-804 of the Delaware Act, the Record Holders holders of the Series B A Preferred Units shall become entitled to receive any accrued and unpaid distributions in respect of the Series B A Preferred Units that are accrued and unpaid as of the date of such distributionUnits, if any, and shall have the status of, and shall be entitled to all remedies available to, a creditor of the Partnership, and such entitlement of the Record Holders holders of the Series B A Preferred Units to such accrued and unpaid distributions shall have priority over any entitlement of any other Partners or Assignees Unitholders with respect to any distributions by the Partnership to such other Partners or AssigneesUnitholders; provided, however, that the General Partner, as such, will have no liability for any obligations with respect to such distributions to any Record Holder(s) the holders of the Series B A Preferred Units.

Liquidation Value. In the event of any liquidation, dissolution and winding up of the Partnership under Section 12.4 or a sale, exchange, exchange or other disposition of all or substantially all of the assets of the Partnership, either voluntary or involuntary, the Record Holders of the Series B D Preferred Units shall be entitled to receive, out of the assets of the Partnership available for distribution to the Partners or any Assigneesassignees, prior and in preference to any distribution of any assets of the Partnership to the Record Holders of any other class or series of Partnership InterestsInterests (other than Series A Preferred Units or the Series C Preferred Units as to which the Series D Preferred Units are pari passu), the positive value in each such holder’s Capital Account in respect of such Series B D Preferred Units. If in the year of such liquidation and winding up, or sale, exchange, exchange or other disposition of all or substantially all of the assets of the Partnership, any such Record Holder’s Capital Account in respect of such Series B D Preferred Units is less than the aggregate Series B D Liquidation Value of such Series B D Preferred Units, then notwithstanding anything to the contrary contained in this Agreement, and prior to any other allocation pursuant to this Agreement for such year and prior to any distribution pursuant to the preceding sentence, items of gross income and gain shall be allocated to all Unitholders then holding Series B D Preferred Units, Pro Rata, until the Capital Account in respect of each Outstanding Series B D Preferred Unit is equal to the Series B D Liquidation Value (and no other allocation pursuant to this Agreement shall reverse the effect of such allocation), with such allocation being made Pro Rata with any allocation made pursuant to the second sentences of Section 5.12(b)(iv) and Section 5.14(b)(iv). If in the year of such liquidation, dissolution, dissolution or winding up any such Record Holder’s Capital Account in respect of such Series B D Preferred Units is less than the aggregate Series B D Liquidation Value of such Series B D Preferred Units after the application of the preceding sentence, then to the extent permitted by applicable law and notwithstanding anything to the contrary contained in this Agreement, items of gross income and gain for any preceding taxable period(s) with respect to which IRS Form 1065 Schedules K-1 have not been filed by the Partnership shall be reallocated to all Unitholders then holding Series B D Preferred Units, Pro Rata, until the Capital Account in respect of each such Outstanding Series B D Preferred Unit after making allocations pursuant to this and the immediately preceding sentence is equal to the Series B D Liquidation Value (and no other allocation pursuant to this Agreement shall reverse the effect of such allocation), with such allocation being made Pro Active 344679592 EXHIBIT 3.19 Rata with any allocation made pursuant to the third sentences of Section 5.12(b)(iv) and Section 5.14(b)(iv). After At such time as such allocations have been made to the Outstanding Series B D Preferred Units (and then to the Outstanding Series C Preferred Units pursuant to Section 5.11(b)(v), if applicable)Units, any remaining Net Termination Gain or Net Termination Loss shall be allocated to the Partners pursuant to Section 6.1(c) or Section 6.1(d), as the case may be. At the time of the dissolution of the Partnership, subject to Section 17-804 of the Delaware Act, the Record Holders of the Series B D Preferred Units shall become entitled to receive any distributions in respect of the Series B D Preferred Units that are accrued and unpaid as of the date of such distribution, and shall have the status of, and shall be entitled to all remedies available to, a creditor of the Partnership, and such entitlement of the Record Holders of the Series B Preferred Units to such accrued and unpaid distributions shall have distribution in priority over any entitlement of any other Partners or Assignees with respect to any distributions by the Partnership to such other Partners or AssigneesAssignees (other than Series A Preferred Units and the Series C Preferred Units as to which the Series D Preferred Units are pari passu); provided, however, that the General Partner, as such, will have no liability for any obligations with respect to such distributions to any Record Holder(s) of Series B D Preferred Units.

Liquidation Value. In the event of any liquidation, dissolution and winding up of the Partnership under Section 12.4 or a sale, exchange, exchange or other disposition of all or substantially all of the assets of the Partnership, either voluntary or involuntary, the Record Holders of the Series B E Preferred Units shall be entitled to receive, out of the assets of the Partnership available for distribution to the Partners or any Assigneesassignees, prior and in preference to any distribution of any assets of the Partnership to the Record Holders of any other class or series of Partnership InterestsInterests (other than Series A Preferred Units, Series C Preferred Units and Series D Preferred Units as to which the Series E Preferred Units are pari passu), the positive value in each such holder’s Capital Account in respect of such Series B E Preferred Units. If in the year of such liquidation and winding up, or sale, exchange, exchange or other disposition of all or substantially all of the assets of the Partnership, any such Record Holder’s Capital Account in respect of such Series B E Preferred Units is less than the aggregate Series B E Liquidation Value of such Series B E Preferred Units, then notwithstanding anything to the contrary contained in this Agreement, and prior to any other allocation pursuant to this Agreement for such year and prior to any distribution pursuant to the preceding sentence, items of gross income and gain shall be allocated to all Unitholders then holding Series B E Preferred Units, Pro Rata, until the Capital Account in respect of each Outstanding Series B E Preferred Unit is equal to the Series B E Liquidation Value (and no other allocation pursuant to this Agreement shall reverse the effect of such allocation), with such allocation being made Pro Rata with any allocation made pursuant to the second sentences of Section 5.12 (b)(iv), Section 5.14(b)(iv) and Section 5.15(b)(iv). If in the year of such liquidation, dissolution, dissolution or winding up any such Record Holder’s Capital Account in respect of such Series B E Preferred Units is less than the aggregate Series B E Liquidation Value of such Series B E Preferred Units after the application of the preceding sentence, then to the extent permitted by applicable law and notwithstanding anything to the contrary contained in this Agreement, items of gross income and gain for any preceding taxable period(s) with respect to which IRS Form 1065 Schedules K-1 have not been filed by the Partnership 131 shall be reallocated to all Unitholders then holding Series B E Preferred Units, Pro Rata, until the Capital Account in respect of each such Outstanding Series B E Preferred Unit after making allocations pursuant to this and the immediately preceding sentence is equal to the Series B E Liquidation Value (and no other allocation pursuant to this Agreement shall reverse the effect of such allocation), with such allocation being made Pro Rata with any allocation made pursuant to the third sentences of Section 5.12(b)(iv), Section 5.14(b)(iv) and Section 5.15(b)(iv). After At such time as such allocations have been made to the Outstanding Series B E Preferred Units (and then to the Outstanding Series C Preferred Units pursuant to Section 5.11(b)(v), if applicable)Units, any remaining Net Termination Gain or Net Termination Loss shall be allocated to the Partners pursuant to Section 6.1(c) or Section 6.1(d), as the case may be. At the time of the dissolution of the Partnership, subject to Section 17-804 of the Delaware Act, the Record Holders of the Series B E Preferred Units shall become entitled to receive any distributions in respect of the Series B E Preferred Units that are accrued and unpaid as of the date of such distribution, and shall have the status of, and shall be entitled to all remedies available to, a creditor of the Partnership, and such entitlement of the Record Holders of the Series B Preferred Units to such accrued and unpaid distributions shall have distribution in priority over any entitlement of any other Partners or Assignees with respect to any distributions by the Partnership to such other Partners or AssigneesAssignees (other than Series A Preferred Units, Series C Preferred Units and Series D Preferred Units as to which the Series E Preferred Units are pari passu); provided, however, that the General Partner, as such, will have no liability for any obligations with respect to such distributions to any Record Holder(s) of Series B E Preferred Units.

Liquidation Value. In the event of any liquidation, dissolution and winding up of the Partnership under Section 12.4 or a sale, exchange, exchange or other disposition of all or substantially all of the assets of the Partnership, either voluntary or involuntary, the Record Holders of the Series B C Preferred Units shall be entitled to receive, out of the assets of the Partnership available for distribution to the Partners or any Assigneesassignees, prior and in preference to any distribution of any assets of the Partnership to the Record Holders of any other class or series of Partnership InterestsInterests (other than Series A Preferred Units and Series E Preferred Units as to which the Series C Preferred Units are pari passu), the positive value in each such holder’s Capital Account in respect of such Series B C Preferred Units. If in the year of such liquidation and winding up, or sale, exchange, exchange or other disposition of all or substantially all of the assets of the Partnership, any such Record Holder’s Capital Account in respect of such Series B C Preferred Units is less than the aggregate Series B C Liquidation Value of such Series B C Preferred Units, then notwithstanding anything to the contrary contained in this Agreement, and prior to any other allocation pursuant to this Agreement for such year and prior to any distribution pursuant to the preceding sentence, items of gross income and gain shall be allocated to all Unitholders then holding Series B C Preferred Units, Pro Rata, until the Capital Account in respect of each Outstanding Series B C Preferred Unit is equal to the Series B C Liquidation Value (and no other allocation pursuant to this Agreement shall reverse the effect of such allocation), with such allocation being made Pro Rata with any allocation made pursuant to the second sentences of Section 5.11(b)(iv) and Section 5.13(b)(iv). If in the year of such liquidation, dissolution, dissolution or winding up any such Record Holder’s Capital Account in respect of such Series B C Preferred Units is less than the aggregate Series B C Liquidation Value of such Series B C Preferred Units after the application of the preceding sentence, then to the extent permitted by applicable law and notwithstanding anything to the contrary contained in this Agreement, items of gross income and gain for any preceding taxable period(s) with respect to which IRS Form 1065 Schedules K-1 have not been filed by the Partnership shall be reallocated to all Unitholders then holding Series B C Preferred Units, Pro Rata, until the Capital Account in respect of each such Outstanding Series B C Preferred Unit after making allocations pursuant to this and the immediately preceding sentence is equal to the Series B C Liquidation Value (and no other allocation pursuant to this Agreement shall reverse the effect of such allocation), with such allocation being made Pro Rata with any allocation made pursuant to the third sentences of Section 5.11(b)(iv) and Section 5.13(b)(iv). After At such time as such allocations have been made to the Outstanding Series B Preferred Units (and then to the Outstanding Series C Preferred Units pursuant to Section 5.11(b)(v), if applicable)Units, any remaining Net Termination Gain or Net Termination Loss shall be allocated to the Partners pursuant to Section 6.1(c) or Section 6.1(d), as the case may be. At the time of the dissolution of the Partnership, subject to Section 17-804 of the Delaware Act, the Record Holders of the Series B C Preferred Units shall become entitled to receive any distributions in respect of the Series B C Preferred Units that are accrued and unpaid as of the date of such distribution, and shall have the status of, and shall be entitled to all remedies available to, a creditor of the Partnership, and such entitlement of the Record Holders of the Series B Preferred Units to such accrued and unpaid distributions shall have distribution in priority over any entitlement of any other Partners or Assignees with respect to any distributions by the Partnership to such other Partners or AssigneesAssignees (other than Series A Preferred Units and Series E Preferred Units as to which the Series C Preferred Units are pari passu); provided, however, that the General Partner, as such, will have no liability for any obligations with respect to such distributions to any Record Holder(s) of Series B C Preferred Units.

Liquidation Value. In the event of any liquidation, dissolution and winding up of the Partnership under Section 12.4 or a sale, exchange, or other disposition of all or substantially all of the assets of the Partnership12.4, either voluntary or involuntary, the Record Holders of the Series B A Preferred Units shall be entitled to receive, out of the assets of the Partnership available for distribution to the Partners or any Assignees, prior and in preference to any distribution of any assets of the Partnership to the Record Holders of any other class or series of Partnership Interests, the positive value in each such holder’s Capital Account in respect of such Series B A Preferred Units. At least 10 days prior to any liquidation or winding up of the Partnership under Section 12.4, the Partnership shall provide to the Record Holders of the Series A Preferred Units an estimate of the Capital Account in respect of each Series A Preferred Unit after giving effect to the allocations described in this Section 5.11(b)(x). If in the year of such liquidation and winding up, or sale, exchange, or other disposition of all or substantially all of the assets of the Partnership, any such Record Holder’s Capital Account in respect of such Series B A Preferred Units is less than the aggregate Series B Liquidation Value A Accrued Amount of such Series B A Preferred Units, then notwithstanding anything to the contrary contained in this Agreement, and prior to any other allocation pursuant to this Agreement for such year and prior to any distribution pursuant to the preceding sentence, items of gross income and gain shall be allocated to all Unitholders then holding Series B A Preferred Units, Pro Rata, until the Capital Account in respect of each Outstanding Series B A Preferred Unit is equal to the Series B Liquidation Value A Accrued Amount (and no other allocation pursuant to this Agreement shall reverse the effect of such allocation). If in the year of such liquidation, dissolution, dissolution or winding up any such Record Holder’s Capital Account in respect of such Series B A Preferred Units is less than the aggregate Series B Liquidation Value A Accrued Amount of such Series B A Preferred Units after the application of the preceding sentence, then to the extent permitted by applicable law and notwithstanding anything to the contrary contained in this Agreement, items of gross income and gain for any preceding taxable period(s) with respect to which IRS Form 1065 Schedules K-1 have not been filed by the Partnership [Form of Second Amended and Restated Agreement of Limited Partnership] shall be reallocated to all Unitholders then holding Series B A Preferred Units, Pro Rata, until the Capital Account in respect of each such Outstanding Series B A Preferred Unit after making allocations pursuant to this and the immediately preceding sentence is equal to the Series B Liquidation Value A Accrued Amount (and no other allocation pursuant to this Agreement shall reverse the effect of such allocation). After such allocations have been made to the Outstanding Series B A Preferred Units (and then to the Outstanding Series C Preferred Units pursuant to Section 5.11(b)(v), if applicable)Units, any remaining Net Termination Gain or Net Termination Loss shall be allocated to the Partners pursuant to Section 6.1(c) or Section 6.1(d), as the case may be. At the time of the dissolution of the Partnership, subject to Section 17-804 of the Delaware Act, the Record Holders of the Series B A Preferred Units shall become entitled to receive any distributions Series A Unpaid Distributions in respect of the Series B A Preferred Units that are accrued and unpaid as of the date of such distributiondissolution, and shall have the status of, and shall be entitled to all remedies available to, a creditor of the PartnershipPartnership with respect to such Series A Unpaid Distributions, and such entitlement of the Record Holders of the Series B A Preferred Units to such accrued and unpaid distributions Series A Unpaid Distributions shall have priority over any entitlement of any other Partners or Assignees with respect to any distributions by the Partnership to such other Partners or Assignees; provided, however, that the General Partner, as such, will have no liability for any obligations with respect to such distributions Series A Unpaid Distributions to any Record Holder(s) of Series B A Preferred Units.

Liquidation Value. In the event of any liquidation, dissolution and winding up of the Partnership under Section 12.4 or a sale, exchange, exchange or other disposition of all or substantially all of the assets of the Partnership, either voluntary or involuntary, the Record Holders of the Series B E Preferred Units shall be entitled to receive, out of the assets of the Partnership available for distribution to the Partners or any Assigneesassignees, prior and in preference to any distribution of any assets of the Partnership to the Record Holders of any other class or series of Partnership InterestsInterests (other than Series A Preferred Units and Series C Preferred Units as to which the Series E Preferred Units are pari passu), the positive value in each such holder’s Capital Account in respect of such Series B E Preferred Units. If in the year of such liquidation and winding up, or sale, exchange, exchange or other disposition of all or substantially all of the assets of the Partnership, any such Record Holder’s Capital Account in respect of such Series B E Preferred Units is less than the aggregate Series B E Liquidation Value of such Series B E Preferred Units, then notwithstanding anything to the contrary contained in this Agreement, and prior to any other allocation pursuant to this Agreement for such year and prior to any distribution pursuant to the preceding sentence, items of gross income and gain shall be allocated to all Unitholders then holding Series B E Preferred Units, Pro Rata, until the Capital Account in respect of each Outstanding Series B E Preferred Unit is equal to the Series B E Liquidation Value (and no other allocation pursuant to this Agreement shall reverse the effect of such allocation), with such allocation being made Pro Rata with any allocation made pursuant to the second sentences of Section 5.11(b)(iv) and Section 5.12(b)(iv). If in the year of such liquidation, dissolution, dissolution or winding up any such Record Holder’s Capital Account in respect of such Series B E Preferred Units is less than the aggregate Series B E Liquidation Value of such Series B E Preferred Units after the application of the preceding sentence, then to the extent permitted by applicable law and notwithstanding anything to the contrary contained in this Agreement, items of gross income and gain for any preceding taxable period(s) with respect to which IRS Form 1065 Schedules K-1 have not been filed by the Partnership shall be reallocated to all Unitholders then holding Series B E Preferred Units, Pro Rata, until the Capital Account in respect of each such Outstanding Series B E Preferred Unit after making allocations pursuant to this and the immediately preceding sentence is equal to the Series B E Liquidation Value (and no other 101 allocation pursuant to this Agreement shall reverse the effect of such allocation), with such allocation being made Pro Rata with any allocation made pursuant to the third sentences of Section 5.11(b)(iv) and Section 5.12(b)(iv). After At such time as such allocations have been made to the Outstanding Series B E Preferred Units (and then to the Outstanding Series C Preferred Units pursuant to Section 5.11(b)(v), if applicable)Units, any remaining Net Termination Gain or Net Termination Loss shall be allocated to the Partners pursuant to Section 6.1(c) or Section 6.1(d), as the case may be. At the time of the dissolution of the Partnership, subject to Section 17-804 of the Delaware Act, the Record Holders of the Series B E Preferred Units shall become entitled to receive any distributions in respect of the Series B E Preferred Units that are accrued and unpaid as of the date of such distribution, and shall have the status of, and shall be entitled to all remedies available to, a creditor of the Partnership, and such entitlement of the Record Holders of the Series B Preferred Units to such accrued and unpaid distributions shall have distribution in priority over any entitlement of any other Partners or Assignees with respect to any distributions by the Partnership to such other Partners or AssigneesAssignees (other than Series A Preferred Units and Series C Preferred Units as to which the Series E Preferred Units are pari passu); provided, however, that the General Partner, as such, will have no liability for any obligations with respect to such distributions to any Record Holder(s) of Series B E Preferred Units.

Liquidation Value. In the event of any liquidation, dissolution and winding up of the Partnership under Section 12.4 or a sale, exchange, exchange or other disposition of all or substantially all of the assets of the Partnership, either voluntary or involuntary, the Record Holders of the Series B D Preferred Units shall be entitled to receive, out of the assets of the Partnership available for distribution to the Partners or any Assigneesassignees, prior and in preference to any distribution of any assets of the Partnership to the Record Holders of any other class or series of Partnership InterestsInterests (other than Series A Preferred Units, Series C Preferred Units or Series E Preferred Units as to which the Series D Preferred Units are pari passu), the positive value in each such holder’s Capital Account in respect of such Series B D Preferred Units. If in the year of such liquidation and winding up, or sale, exchange, exchange or other disposition of all or substantially all of the assets of the Partnership, any such Record Holder’s Capital Account in respect of such Series B D Preferred Units is less than the aggregate Series B D Liquidation Value of such Series B D Preferred Units, then notwithstanding anything to the contrary contained in this Agreement, and prior to any other allocation pursuant to this Agreement for such year and prior to any distribution pursuant to the preceding sentence, items of gross income and gain shall be allocated to all Unitholders then holding Series B D Preferred Units, Pro Rata, until the Capital Account in respect of each Outstanding Series B D Preferred Unit is equal to the Series B D Liquidation Value (and no other allocation pursuant to this Agreement shall reverse the effect of such allocation), with such allocation being made Pro Rata with any allocation made pursuant to the second sentences of Section 5.12(b)(iv), Section 5.14(b)(iv) and Section 5.16(b)(iv). If in the year of such liquidation, dissolution, dissolution or winding up any such Record Holder’s Capital Account in respect of such Series B D Preferred Units is less than the aggregate Series B D Liquidation Value of such Series B D Preferred Units after the application of the preceding sentence, then to the extent permitted by applicable law and notwithstanding anything to the contrary contained in this Agreement, items of gross income and gain for any preceding taxable period(s) with respect to which IRS Form 1065 Schedules K-1 have not been filed by the Partnership shall be reallocated to all Unitholders then holding Series B D Preferred Units, Pro Rata, until the Capital Account in respect of each such Outstanding Series B D Preferred Unit after making allocations pursuant to this and the immediately preceding sentence is equal to the Series B D Liquidation Value (and no other allocation pursuant to this Agreement shall reverse the effect of such allocation), with such allocation being made Pro Rata with any allocation made pursuant to the third sentences of Section 5.12(b)(iv), Section 5.14(b)(iv) and Section 5.16(b)(iv). After At such time as such allocations have been made to the Outstanding Series B D Preferred Units (and then to the Outstanding Series C Preferred Units pursuant to Section 5.11(b)(v), if applicable)Units, any remaining Net Termination Gain or Net Termination Loss shall be allocated to the Partners pursuant to Section 6.1(c) or Section 6.1(d), as the case may be. At the time of the Exhibit 2.2 dissolution of the Partnership, subject to Section 17-804 of the Delaware Act, the Record Holders of the Series B D Preferred Units shall become entitled to receive any distributions in respect of the Series B D Preferred Units that are accrued and unpaid as of the date of such distribution, and shall have the status of, and shall be entitled to all remedies available to, a creditor of the Partnership, and such entitlement of the Record Holders of the Series B Preferred Units to such accrued and unpaid distributions shall have distribution in priority over any entitlement of any other Partners or Assignees with respect to any distributions by the Partnership to such other Partners or AssigneesAssignees (other than Series A Preferred Units, Series C Preferred Units and Series E Preferred Units as to which the Series D Preferred Units are pari passu); provided, however, that the General Partner, as such, will have no liability for any obligations with respect to such distributions to any Record Holder(s) of Series B D Preferred Units.

Liquidation Value. In the event of any liquidation, dissolution and winding up of the Partnership under Section 12.4 or a sale, exchange, exchange or other disposition of all or substantially all of the assets of the Partnership, either voluntary or involuntary, the Record Holders of the Series B D Preferred Units shall be entitled to receive, out of the assets of the Partnership available for distribution to the Partners or any Assigneesassignees, prior and in preference to any distribution of any assets of the Partnership to the Record Holders of any other class or series of Partnership InterestsInterests (other than Series A Preferred Units or the Series C Preferred Units as to which the Series D Preferred Units are pari passu), the positive value in each such holder’s Capital Account in respect of such Series B D Preferred Units. If in the year of such liquidation and winding up, or sale, exchange, exchange or other disposition of all or substantially all of the assets of the Partnership, any such Record Holder’s Capital Account in respect of such Series B D Preferred Units is less than the aggregate Series B D Liquidation Value of such Series B D Preferred Units, then notwithstanding anything to the contrary contained in this Agreement, and prior to any other allocation pursuant to this Agreement for such year and prior to any distribution pursuant to the preceding sentence, items of gross income and gain shall be allocated to all Unitholders then holding Series B D Preferred Units, Pro Rata, until the Capital Account in respect of each Outstanding Series B D Preferred Unit is equal to the Series B D Liquidation Value (and no other allocation pursuant to this Agreement shall reverse the effect of such allocation), with such allocation being made Pro Rata with any allocation made pursuant to the second sentences of Section 5.12(b)(iv) and Section 5.14(b)(iv). If in the year of such liquidation, dissolution, dissolution or winding up any such Record Holder’s Capital Account in respect of such Series B D Preferred Units is less than the aggregate Series B D Liquidation Value of such Series B D Preferred Units after the application of the preceding sentence, then to the extent permitted by applicable law and notwithstanding anything to the contrary contained in this Agreement, items of gross income and gain for any preceding taxable period(s) with respect to which IRS Form 1065 Schedules K-1 have not been filed by the Partnership shall be reallocated to all Unitholders then holding Series B D Preferred Units, Pro Rata, until the Capital Account in respect of each such Outstanding Series B D Preferred Unit after making allocations pursuant to this and the immediately preceding sentence is equal to the Series B D Liquidation Value (and no other allocation pursuant to this Agreement shall reverse the effect of such allocation), with such allocation being made Pro Rata with any allocation made pursuant to the third sentences of Section 5.12(b)(iv) and Section 5.14(b)(iv). After At such time as such allocations have been made to the Outstanding Series B D Preferred Units (and then to the Outstanding Series C Preferred Units pursuant to Section 5.11(b)(v), if applicable)Units, any remaining Net Termination Gain or Net Termination Loss shall be allocated to the Partners pursuant to Section 6.1(c) or Section 6.1(d), as the case may be. At the time of the dissolution of the Partnership, subject to Section 17-804 of the Delaware Act, the Record Holders of the Series B D Preferred Units shall become entitled to receive any distributions in respect of the Series B D Preferred Units that are accrued and unpaid as of the date of such distribution, and shall have the status of, and shall be entitled to all remedies available to, a creditor of the Partnership, and such entitlement of the Record Holders of the Series B Preferred Units to such accrued and unpaid distributions shall have distribution in priority over any entitlement of any other Partners or Assignees with respect to any distributions by the Partnership to such other Partners or AssigneesAssignees (other than Series A Preferred Units and the Series C Preferred Units as to which the Series D Preferred Units are pari passu); provided, however, that the General Partner, as such, will have no liability for any obligations with respect to such distributions to any Record Holder(s) of Series B D Preferred Units.

Liquidation Value. In the event of any liquidation, dissolution and winding up of the Partnership under Section 12.4 or a sale, exchange, exchange or other disposition of all or substantially all of the assets of the Partnership, either voluntary or involuntary, the Record Holders of the Series B A Preferred Units shall be entitled to receive, out of the assets of the Partnership available for distribution to the Partners or any Assigneesassignees, prior and in preference to any distribution of any assets of the Partnership to the Record Holders of any other class or series of Partnership InterestsInterests (other than Series C Preferred Units and the Series D Preferred Units as to which the Series A Preferred Units are pari passu), the positive value in each such holder’s Capital Account in respect of such Series B A Preferred Units. If in the year of such liquidation and winding up, or sale, exchange, exchange or other disposition of all or substantially all of the assets of the Partnership, any such Record Holder’s Capital Account in respect of such Series B A Preferred Units is less than the aggregate Series B A Liquidation Value of such Series B A Preferred Units, then notwithstanding anything to the contrary contained in this Agreement, and prior to any other allocation pursuant to this Agreement for such year and prior to any distribution pursuant to the preceding sentence, items of gross income and gain shall be allocated to all Unitholders then holding Series B A Preferred Units, Pro Rata, until the Capital Account in respect of each Outstanding Series B A Preferred Unit is equal to the Series B A Liquidation Value (and no other allocation pursuant to this Agreement shall reverse the effect of such allocation), with such allocation being made Pro Rata with any allocation made pursuant to the second sentences of Section 5.14(b)(iv) and Section 5.15(b)(iv). If in the year of such liquidation, dissolution, dissolution or winding up any such Record Holder’s Capital Account in respect of such Series B A Preferred Units is less than the aggregate Series B A Liquidation Value of such Series B A Preferred Units after the application of the preceding sentence, then to the extent permitted by applicable law and notwithstanding anything to the contrary contained in this Agreement, items of gross income and gain for any preceding taxable period(s) with respect to which IRS Form 1065 Schedules K-1 have not been filed by the Partnership shall be reallocated to all Unitholders then holding Series B A Preferred Units, Pro Rata, until the Capital Account in respect of each such Outstanding Series B A Preferred Unit after making allocations pursuant to this and the immediately preceding sentence is equal to the Series B A Liquidation Value (and no other allocation pursuant to this Agreement shall reverse the effect of such allocation), with such allocation being made Pro Rata with any allocation made pursuant to the third sentences of Section 5.14(b)(iv) and Section 5.15(b)(iv). After At such time as such allocations have been made to the Outstanding Series B A Preferred Units (and then to the Outstanding Series C Preferred Units pursuant to Section 5.11(b)(v), if applicable)Units, any remaining Net Termination Gain or Net Termination Loss shall be allocated to the Partners pursuant to Section 6.1(c) or Section 6.1(d), as the case may be. At the time of the dissolution of the Partnership, subject to Section 17-804 of the Delaware Act, the Record Holders of the Series B A Preferred Units shall become entitled to receive any distributions in respect of the Series B A Preferred Units that are accrued and unpaid as of the date of such distribution, and shall have the status of, and shall be entitled to all remedies available to, a creditor of the Partnership, and such entitlement of the Record Holders of the Series B Preferred Units to such accrued and unpaid distributions shall have distribution in priority over any entitlement of any other Partners or Assignees with respect to any distributions by the Partnership to such other Partners or AssigneesAssignees (other than Series C Preferred Units and the Series D Preferred Units as to which the Series A Preferred Units are pari passu); provided, however, that the General Partner, as such, will have no liability for any obligations with respect to such distributions to any Record Holder(s) of Series B A Preferred Units.

Liquidation Value. In Notwithstanding anything to the contrary in this Agreement, in the event of any liquidation, dissolution and or winding up of the Partnership under Section 12.4 or a sale, exchange, or other disposition of all or substantially all of the assets of the Partnership, either voluntary or involuntary, the Record Holders holders of the Series B 1 Preferred Units shall be entitled to receive, out of the assets of the Partnership available for distribution to the Partners or any AssigneesUnitholders, prior and in preference to any distribution of any assets of the Partnership to the Record Holders holders of any other class or series of Partnership InterestsUnits other than the Class D Units as provided in Section 4.15(l) or the Class E Units as provided in Section 4.17(l), the positive value in each such holder’s Capital Account in respect of such Series B 1 Preferred Units. If in the year of such liquidation and liquidation, dissolution or winding up, or sale, exchange, or other disposition up of all or substantially all of the assets of the Partnership, any such Record Holderholder’s Capital Account in respect of such Series B 1 Preferred Units is less than the aggregate Series B 1 Preferred Unit Liquidation Value of such Series B 1 Preferred Units, then notwithstanding anything to the contrary contained in this Agreement, and prior to any other allocation pursuant to this Agreement for such year and prior to any distribution pursuant to the preceding sentence, items of gross income and gain shall be allocated to all Unitholders then holding Series B 1 Preferred Units, Pro Rata, until the Capital Account in respect of each Outstanding Series B 1 Preferred Unit is equal to the Series B 1 Preferred Unit Liquidation Value (and no other allocation pursuant to this Agreement shall reverse the effect of such allocation). If in the year of such liquidation, dissolution, dissolution or winding up of any such Record Holderholder’s Capital Account in respect of such Series B 1 Preferred Units is less than the aggregate Series B 1 Preferred Unit Liquidation Value of such Series B 1 Preferred Units after the application of the preceding sentence, then to the extent permitted by applicable law and notwithstanding anything to the contrary contained in this Agreement, items of gross income and gain for any preceding taxable period(speriod (s) with respect to which IRS Form 1065 Schedules K-1 Schedule K-1s have not been filed by the Partnership shall be reallocated to all Unitholders then holding Series B 1 Preferred Units, Pro Rata, until the Capital Account in respect of each such Outstanding Series B 1 Preferred Unit after making allocations pursuant to this and the immediately preceding sentence is equal to the Series B 1 Preferred Unit Liquidation Value (and no other allocation pursuant to this Agreement shall reverse the effect of such allocation). After such allocations have been made to the Outstanding Series B Preferred Units (and then to the Outstanding Series C Preferred Units pursuant to Section 5.11(b)(v), if applicable), any remaining Net Termination Gain or Net Termination Loss shall be allocated to the Partners pursuant to Section 6.1(c) or Section 6.1(d), as the case may be. At the time of the dissolution of the Partnership, subject to Section 17-804 of the Delaware Act, the Record Holders of the Series B Preferred Units shall become entitled to receive any distributions in respect of the Series B Preferred Units that are accrued and unpaid as of the date of such distribution, and shall have the status of, and shall be entitled to all remedies available to, a creditor of the Partnership, and such entitlement of the Record Holders of the Series B Preferred Units to such accrued and unpaid distributions shall have priority over any entitlement of any other Partners or Assignees with respect to any distributions by the Partnership to such other Partners or Assignees; provided, however, that the General Partner, as such, will have no liability for any obligations with respect to such distributions to any Record Holder(s) of Series B Preferred Units.

Liquidation Value. In the event of any liquidation, dissolution and winding up of the Partnership under Section 12.4 or a sale, exchange, exchange or other disposition of all or substantially all of the assets of the Partnership, either voluntary or involuntary, the Record Holders of the Series B A Preferred Units shall be entitled to receive, out of the assets of the Partnership available for distribution to the Partners or any Assigneesassignees, prior and in preference to any distribution of any assets of the Partnership to the Record Holders of any other class or series of Partnership InterestsInterests (other than Series C Preferred Units and Series E Preferred Units as to which the Series A Preferred Units are pari passu), the positive value in each such holder’s Capital Account in respect of such Series B A Preferred Units. If in the year of such liquidation and winding up, or sale, exchange, exchange or other disposition of all or substantially all of the assets of the Partnership, any such Record Holder’s Capital Account in respect of such Series B A Preferred Units is less than the aggregate Series B A Liquidation Value of such Series B A Preferred Units, then notwithstanding anything to the contrary contained in this Agreement, and prior to any other allocation pursuant to this Agreement for such year and prior to any distribution pursuant to the preceding sentence, items of gross income and gain shall be allocated to all Unitholders then holding Series B A Preferred Units, Pro Rata, until the Capital Account in respect of each Outstanding Series B A Preferred Unit is equal to the Series B A Liquidation Value (and no other allocation pursuant to this Agreement shall reverse the effect of such allocation), with such allocation being made Pro Rata with any allocation made pursuant to the second sentences of Section 5.12(b)(iv) and Section 5.13(b)(iv). If in the year of such liquidation, dissolution, dissolution or winding up any such Record Holder’s Capital Account in respect of such Series B A Preferred Units is less than the aggregate Series B A Liquidation Value of such Series B A Preferred Units after the application of the preceding sentence, then to the extent permitted by applicable law and notwithstanding anything to the contrary contained in this Agreement, items of gross income and gain for any preceding taxable period(s) with respect to which IRS Form 1065 Schedules K-1 have not been filed by the Partnership shall be reallocated to all Unitholders then holding Series B A Preferred Units, Pro Rata, until the Capital Account in respect of each such Outstanding Series B A Preferred Unit after making allocations pursuant to this and the immediately preceding sentence is equal to the Series B A Liquidation Value (and no other allocation pursuant to this Agreement shall reverse the effect of such allocation), with such allocation being made Pro Rata with any allocation made pursuant to the third sentences of Section 5.12(b)(iv) and Section 5.13(b)(iv). After At such time as such allocations have been made to the Outstanding Series B A Preferred Units (and then to the Outstanding Series C Preferred Units pursuant to Section 5.11(b)(v), if applicable)Units, any remaining Net Termination Gain or Net Termination Loss shall be allocated to the Partners pursuant to Section 6.1(c) or Section 6.1(d), as the case may be. At the time of the dissolution of the Partnership, subject to Section 17-804 of the Delaware Act, the Record Holders of the Series B A Preferred Units shall become entitled to receive any distributions in respect of the Series B A Preferred Units that are accrued and unpaid as of the date of such distribution, and shall have the status of, and shall be entitled to all remedies available to, a creditor of the Partnership, and such entitlement of the Record Holders of the Series B Preferred Units to such accrued and unpaid distributions shall have distribution in priority over any entitlement of any other Partners or Assignees with respect to any distributions by the Partnership to such other Partners or AssigneesAssignees (other than Series C Preferred Units and Series E Preferred Units as to which the Series A Preferred Units are pari passu); provided, however, that the General Partner, as such, will have no liability for any obligations with respect to such distributions to any Record Holder(s) of Series B A Preferred Units.

Liquidation Value. In the event of any liquidation, dissolution and winding up of the Partnership under Section 12.4 or a sale, exchange, exchange or other disposition of all or substantially all of the assets of the Partnership, either voluntary or involuntary, the Record Holders of the Series B C Preferred Units shall be entitled to receive, out of the assets of the Partnership available for distribution to the Partners or any Assigneesassignees, prior and in preference to any distribution of any assets of the Partnership to the Record Holders of any other class or series of Partnership InterestsInterests (other than Series A Preferred Units and the Series D Preferred Units as to which the Series C Preferred Units are pari passu), the positive value in each such holder’s Capital Account in respect of such Series B C Preferred Units. If in the year of such liquidation and winding up, or sale, exchange, exchange or other disposition of all or substantially all of the assets of the Partnership, any such Record Holder’s Capital Account in respect of such Series B C Preferred Units is less than the aggregate Series B C Liquidation Value of such Series B C Preferred Units, then notwithstanding anything to the contrary Active 344679592 EXHIBIT 3.19 contained in this Agreement, and prior to any other allocation pursuant to this Agreement for such year and prior to any distribution pursuant to the preceding sentence, items of gross income and gain shall be allocated to all Unitholders then holding Series B C Preferred Units, Pro Rata, until the Capital Account in respect of each Outstanding Series B C Preferred Unit is equal to the Series B C Liquidation Value (and no other allocation pursuant to this Agreement shall reverse the effect of such allocation), with such allocation being made Pro Rata with any allocation made pursuant to the second sentences of Section 5.12(b)(iv) and Section 5.15(b)(iv). If in the year of such liquidation, dissolution, dissolution or winding up any such Record Holder’s Capital Account in respect of such Series B C Preferred Units is less than the aggregate Series B C Liquidation Value of such Series B C Preferred Units after the application of the preceding sentence, then to the extent permitted by applicable law and notwithstanding anything to the contrary contained in this Agreement, items of gross income and gain for any preceding taxable period(s) with respect to which IRS Form 1065 Schedules K-1 have not been filed by the Partnership shall be reallocated to all Unitholders then holding Series B C Preferred Units, Pro Rata, until the Capital Account in respect of each such Outstanding Series B C Preferred Unit after making allocations pursuant to this and the immediately preceding sentence is equal to the Series B C Liquidation Value (and no other allocation pursuant to this Agreement shall reverse the effect of such allocation), with such allocation being made Pro Rata with any allocation made pursuant to the third sentences of Section 5.12(b)(iv) and Section 5.15(b)(iv). After At such time as such allocations have been made to the Outstanding Series B Preferred Units (and then to the Outstanding Series C Preferred Units pursuant to Section 5.11(b)(v), if applicable)Units, any remaining Net Termination Gain or Net Termination Loss shall be allocated to the Partners pursuant to Section 6.1(c) or Section 6.1(d), as the case may be. At the time of the dissolution of the Partnership, subject to Section 17-804 of the Delaware Act, the Record Holders of the Series B C Preferred Units shall become entitled to receive any distributions in respect of the Series B C Preferred Units that are accrued and unpaid as of the date of such distribution, and shall have the status of, and shall be entitled to all remedies available to, a creditor of the Partnership, and such entitlement of the Record Holders of the Series B Preferred Units to such accrued and unpaid distributions shall have distribution in priority over any entitlement of any other Partners or Assignees with respect to any distributions by the Partnership to such other Partners or AssigneesAssignees (other than Series A Preferred Units and the Series D Preferred Units as to which the Series C Preferred Units are pari passu); provided, however, that the General Partner, as such, will have no liability for any obligations with respect to such distributions to any Record Holder(s) of Series B C Preferred Units.

Liquidation Value. In the event of any liquidation, dissolution liquidation and winding up of the Partnership Company under Section 12.4 10.3 or a sale, exchange, exchange or other disposition of all or substantially all of the assets of the PartnershipCompany, either voluntary or involuntary, the Record Holders holders of the Series Class B Preferred Units shall be entitled to receive, out of the assets of the Partnership Company available for distribution to the Partners Members or any Assignees, after the liquidating distribution to the holders of the Series A Preferred Units has been paid in full pursuant to Section 5.12(b)(iv), but prior and in preference to any distribution of any assets of the Partnership Company to the Record Holders holders of any other class or series of Partnership InterestsCompany Securities, the positive value in each such holder’s Capital Account in respect of such Series Class B Preferred Units. If in the year of such liquidation and winding up, or sale, exchange, exchange or other disposition of all or substantially all of the assets of the PartnershipCompany, any such Record Holderholder’s Capital Account in respect of such Series Class B Preferred Units is less than the aggregate Series Class B Liquidation Value of such Series Class B Preferred Units, then notwithstanding anything to the contrary contained in this Agreement, and after any allocation to the holders of the Series A Preferred Units pursuant to Section 5.12(b)(iv), but prior to any other allocation pursuant to this Agreement for such year and prior to any distribution pursuant to the preceding sentence, items of gross income and gain shall be allocated to all Unitholders then holding Series Class B Preferred Units, Pro Rata, until the Capital Account in respect of each Outstanding Series Class B Preferred Unit is equal to the Series Class B Liquidation Value (and no other allocation pursuant to this Agreement shall reverse the effect of such allocation). If in the year of such liquidation, dissolution, dissolution or winding up any such Record Holderholder’s Capital Account in respect of such Series Class B Preferred Units is less than the aggregate Series Class B Liquidation Value of such Series Class B Preferred Units after the application of the preceding sentence, then to the extent permitted by applicable law and notwithstanding anything to the contrary contained in this Agreement, items of gross income and gain for any preceding taxable period(s) with respect to which IRS Form 1065 Schedules K-1 have not been filed by the Partnership Company shall be reallocated from all Unitholders then holding Common Units, Pro Rata, to all Unitholders then holding Series Class B Preferred Units, Pro Rata, until the Capital Account in respect of each such Outstanding Series Class B Preferred Unit after making allocations pursuant to this and the immediately preceding sentence is equal to the Series Class B Liquidation Value (and no other allocation pursuant to this Agreement shall reverse the effect of such allocation). After such allocations have been made to the Outstanding Series B Preferred Units (and then to the Outstanding Series C Preferred Units pursuant to Section 5.11(b)(v), if applicable), any remaining Net Termination Gain or Net Termination Loss shall be allocated to the Partners pursuant to Section 6.1(c) or Section 6.1(d), as the case may be. At the time of the dissolution of the Partnership, subject to Section 17-804 of the Delaware Act, the Record Holders of the Series B Preferred Units shall become entitled to receive any distributions in respect of the Series B Preferred Units that are accrued and unpaid as of the date of such distribution, and shall have the status of, and shall be entitled to all remedies available to, a creditor of the Partnership, and such entitlement of the Record Holders of the Series B Preferred Units to such accrued and unpaid distributions shall have priority over any entitlement of any other Partners or Assignees with respect to any distributions by the Partnership to such other Partners or Assignees; provided, however, that the General Partner, as such, will have no liability for any obligations with respect to such distributions to any Record Holder(s) of Series B Preferred Units.

Liquidation Value. In the event of any liquidation, dissolution liquidation and winding up of the Partnership under Section 12.4 or a sale, exchange, exchange or other disposition of all or substantially all of the assets of the Partnership, either voluntary or involuntary, the Record Holders holders of the Series B A Preferred Units shall be entitled to receive, out of the assets of the Partnership available for distribution to the Partners or any Assignees, prior and in preference to any distribution of any assets of the Partnership to the Record Holders holders of any other class or series of Partnership InterestsSecurities, the positive value in each such holder’s Capital Account in respect of such Series B A Preferred Units. If in the year of such liquidation and winding up, or sale, exchange, exchange or other disposition of all or substantially all of the assets of the Partnership, any such Record Holderholder’s Capital Account in respect of such Series B A Preferred Units is less than the aggregate Series B A Liquidation Value of such Series B A Preferred Units, then notwithstanding anything to the contrary contained in this Agreement, and prior to any other allocation pursuant to this Agreement for such year and prior to any distribution pursuant to the preceding sentence, items of gross income and gain shall be allocated to all Unitholders then holding Series B A Preferred Units, Pro Rata, until the Capital Account in respect of each Outstanding Series B A Preferred Unit is equal to the Series B A Liquidation Value (and no other allocation pursuant to this Agreement shall reverse the effect of such allocation). If in the year of such liquidation, dissolution, dissolution or winding up any such Record Holderholder’s Capital Account in respect of such Series B A Preferred Units is less than the aggregate Series B A Liquidation Value of such Series B A Preferred Units after the application of the preceding sentence, then to the extent permitted by applicable law and notwithstanding anything to the contrary contained in this Agreement, items of gross income and gain for any preceding taxable period(s) with respect to which IRS Form 1065 Schedules K-1 have not been filed by the Partnership shall be reallocated to all Unitholders then holding Series B A Preferred Units, Pro Rata, until the Capital Account in respect of each such Outstanding Series B A Preferred Unit after making allocations pursuant to this and the immediately preceding sentence is equal to the Series B A Liquidation Value (and no other allocation pursuant to this Agreement shall reverse the effect of such allocation). After At such time as such allocations have been made to the Outstanding Series B A Preferred Units (and then to the Outstanding Series C Preferred Units pursuant to Section 5.11(b)(v)Units, if applicable), any remaining Net Termination Gain or Net Termination Loss shall be allocated to the Partners pursuant to Section 6.1(c) or Section 6.1(d), as the case may be. At the time of the dissolution of the Partnership, subject to Section 17-804 of the Delaware Act, the Record Holders holders of the Series B A Preferred Units shall become entitled to receive any distributions in respect of the Series B A Preferred Units that are accrued and unpaid as of the date of such distribution, if any, and shall have the status of, and shall be entitled to all remedies available to, a creditor of the Partnership, and such entitlement of the Record Holders holders of the Series B A Preferred Units to such accrued and unpaid distributions shall have priority over any entitlement of any other Partners or Assignees with respect to any distributions by the Partnership to such other Partners or Assignees; provided, however, that the General Partner, as such, will have no liability for any obligations with respect to such distributions to any Record Holder(s) holder or holders of Series B A Preferred Units.

Liquidation Value. In the event of any liquidation, dissolution liquidation and winding up of the Partnership under Section 12.4 or a sale, exchange, exchange or other disposition of all or substantially all of the assets of the Partnership, either voluntary or involuntary, the Record Holders holders of the Series B A Preferred Units shall be entitled to receive, out of the assets of the Partnership available for distribution to the Partners or any Assignees, prior and in preference to any distribution of any assets of the Partnership to the Record Holders holders of any other class or series of Partnership Securities or General Partner Interests, the positive value in each such holder’s Capital Account in respect of such Series B A Preferred Units. If in the year of such liquidation and winding up, or sale, exchange, exchange or other disposition of all or substantially all of the assets of the Partnership, any such Record Holderholder’s Capital Account in respect of such Series B A Preferred Units is less than the aggregate Series B A Liquidation Value of such Series B A Preferred Units, then notwithstanding anything to the contrary contained in this Agreement, and prior to any other allocation pursuant to this Agreement for such year and prior to any distribution pursuant to the preceding sentence, items of gross income and gain shall be allocated to all Unitholders then holding Series B A Preferred Units (including Series A PIK Preferred Units), Pro Rata, until the Capital Account in respect of each Outstanding Series B A Preferred Unit then Outstanding is equal to the Series B A Liquidation Value (and no other allocation pursuant to this Agreement shall reverse the effect of such allocation). If in the year of such liquidation, dissolution, dissolution or winding up any such Record Holderholder’s Capital Account in respect of such Series B A Preferred Units is less than the aggregate Series B A Liquidation Value of such Series B A Preferred Units after the application of the preceding sentence, then to the extent permitted by applicable law and notwithstanding anything to the contrary contained in this Agreement, items of gross income and gain for any preceding taxable period(s) with respect to which IRS Form 1065 Schedules K-1 Schedule K-1s have not been filed by the Partnership shall be reallocated to all Unitholders then holding Series B A Preferred Units (including Series A PIK Preferred Units), Pro Rata, until the Capital Account in respect of each such Outstanding Series B A Preferred Unit after making allocations pursuant to this and the immediately preceding sentence then Outstanding is equal to the Series B A Liquidation Value (and no other allocation pursuant to this Agreement shall reverse the effect of such allocation). After At such time as such allocations have been made to the Outstanding Series B A Preferred Units (and then to the Outstanding Series C Preferred Units pursuant to Section 5.11(b)(v)Units, if applicable), any remaining Net Termination Gain or Net Termination Loss shall be allocated to the Partners and Assignees pursuant to Section 6.1(c) or Section 6.1(d), as the case may be; provided, however, that, solely for the purpose of such allocations pursuant to Sections 6.1(c)(i)(C) — (G), the Outstanding Series A Preferred Units (including Series A PIK Preferred Units) shall be treated as having been converted into the applicable number of Common Units (solely with respect to the right of Common Units to receive allocations pursuant to such Sections and not with respect to the determination as to which allocations cease to be made pursuant to such Sections). At the time of the dissolution of the Partnership, subject to Section 17-804 of the Delaware Act, the Record Holders holders of the Series B A Preferred Units shall become entitled to receive any distributions in respect of the Series B A Preferred Units that are accrued and unpaid as of the date of such distribution, if any, and shall have the status of, and shall be entitled to all remedies available to, a creditor of the Partnership, and such entitlement of the Record Holders holders of the Series B A Preferred Units to such accrued and unpaid distributions shall have priority over any entitlement of any other Partners or Assignees with respect to any distributions by the Partnership to such other Partners or Assignees; provided, however, that the General Partner, as such, will have no liability for any obligations with respect to such distributions to any Record Holder(s) holder or holders of Series B A Preferred Units.

Liquidation Value. In the event of any liquidation, dissolution and winding up of the Partnership under Section 12.4 or a sale, exchange, exchange or other disposition of all or substantially all of the assets of the Partnership, either voluntary or involuntary, the Record Holders of the Series B D Preferred Units shall be entitled to receive, out of the assets of the Partnership available for distribution to the Partners or any Assigneesassignees, prior and in preference to any distribution of any assets of the Partnership to the Record Holders of any other class or series of Partnership InterestsInterests (other than Series A Preferred Units, Series C Preferred Units or Series E Preferred Units as to which the Series D Preferred Units are pari passu), the positive value in each such holder’s Capital Account 112 in respect of such Series B D Preferred Units. If in the year of such liquidation and winding up, or sale, exchange, exchange or other disposition of all or substantially all of the assets of the Partnership, any such Record Holder’s Capital Account in respect of such Series B D Preferred Units is less than the aggregate Series B D Liquidation Value of such Series B D Preferred Units, then notwithstanding anything to the contrary contained in this Agreement, and prior to any other allocation pursuant to this Agreement for such year and prior to any distribution pursuant to the preceding sentence, items of gross income and gain shall be allocated to all Unitholders then holding Series B D Preferred Units, Pro Rata, until the Capital Account in respect of each Outstanding Series B D Preferred Unit is equal to the Series B D Liquidation Value (and no other allocation pursuant to this Agreement shall reverse the effect of such allocation), with such allocation being made Pro Rata with any allocation made pursuant to the second sentences of Section 5.12(b)(iv), Section 5.14(b)(iv) and Section 5.16(b)(iv). If in the year of such liquidation, dissolution, dissolution or winding up any such Record Holder’s Capital Account in respect of such Series B D Preferred Units is less than the aggregate Series B D Liquidation Value of such Series B D Preferred Units after the application of the preceding sentence, then to the extent permitted by applicable law and notwithstanding anything to the contrary contained in this Agreement, items of gross income and gain for any preceding taxable period(s) with respect to which IRS Form 1065 Schedules K-1 have not been filed by the Partnership shall be reallocated to all Unitholders then holding Series B D Preferred Units, Pro Rata, until the Capital Account in respect of each such Outstanding Series B D Preferred Unit after making allocations pursuant to this and the immediately preceding sentence is equal to the Series B D Liquidation Value (and no other allocation pursuant to this Agreement shall reverse the effect of such allocation), with such allocation being made Pro Rata with any allocation made pursuant to the third sentences of Section 5.12(b)(iv), Section 5.14(b)(iv) and Section 5.16(b)(iv). After At such time as such allocations have been made to the Outstanding Series B D Preferred Units (and then to the Outstanding Series C Preferred Units pursuant to Section 5.11(b)(v), if applicable)Units, any remaining Net Termination Gain or Net Termination Loss shall be allocated to the Partners pursuant to Section 6.1(c) or Section 6.1(d), as the case may be. At the time of the dissolution of the Partnership, subject to Section 17-804 of the Delaware Act, the Record Holders of the Series B D Preferred Units shall become entitled to receive any distributions in respect of the Series B D Preferred Units that are accrued and unpaid as of the date of such distribution, and shall have the status of, and shall be entitled to all remedies available to, a creditor of the Partnership, and such entitlement of the Record Holders of the Series B Preferred Units to such accrued and unpaid distributions shall have distribution in priority over any entitlement of any other Partners or Assignees with respect to any distributions by the Partnership to such other Partners or AssigneesAssignees (other than Series A Preferred Units, Series C Preferred Units and Series E Preferred Units as to which the Series D Preferred Units are pari passu); provided, however, that the General Partner, as such, will have no liability for any obligations with respect to such distributions to any Record Holder(s) of Series B D Preferred Units.

Liquidation Value. In the event of any liquidation, dissolution and or winding up of the Partnership under Section 12.4 or a sale, exchange, or other disposition of all or substantially all of the assets of the Partnership, either voluntary or involuntary, the Record Holders holders of the Series B 1 Preferred Units shall be entitled to receive, out of the assets of the Partnership available for distribution to the Partners or any AssigneesUnitholders, prior and in preference to any distribution of any assets of the Partnership to the Record Holders holders of any other class or series of Partnership InterestsUnits, the positive value in each such holder’s Capital Account in respect of such Series B 1 Preferred Units. If in the year of such liquidation and liquidation, dissolution or winding up, or sale, exchange, or other disposition up of all or substantially all of the assets of the Partnership, any such Record Holderholder’s Capital Account in respect of such Series B 1 Preferred Units is less than the aggregate Series B 1 Preferred Unit Liquidation Value of such Series B 1 Preferred Units, then notwithstanding anything to the contrary contained in this Agreement, and prior to any other allocation pursuant to this Agreement for such year and prior to any distribution pursuant to the preceding sentence, items of gross income and gain shall be allocated to all Unitholders then holding Series B 1 Preferred Units, Pro Rata, until the Capital Account in respect of each Outstanding Series B 1 Preferred Unit is equal to the Series B 1 Preferred Unit Liquidation Value (and no other allocation pursuant to this Agreement shall reverse the effect of such allocation). If in the year of such liquidation, dissolution, dissolution or winding up of any such Record Holderholder’s Capital Account in respect of such Series B 1 Preferred Units is less than the aggregate Series B 1 Preferred Unit Liquidation Value of such Series B 1 Preferred Units after the application of the preceding sentence, then to the extent permitted by applicable law and notwithstanding anything to the contrary contained in this Agreement, items of gross income and gain for any preceding taxable period(s) with respect to which IRS Form 1065 Schedules K-1 Schedule K-1s have not been filed by the Partnership shall be reallocated to all Unitholders then holding Series B 1 Preferred Units, Pro Rata, until the Capital Account in respect of each such Outstanding Series B 1 Preferred Unit after making allocations pursuant to this and the immediately preceding sentence is equal to the Series B 1 Preferred Unit Liquidation Value (and no other allocation pursuant to this Agreement shall reverse the effect of such allocation). After such allocations have been made to the Outstanding Series B Preferred Units (and then to the Outstanding Series C Preferred Units pursuant to Section 5.11(b)(v), if applicable), any remaining Net Termination Gain or Net Termination Loss shall be allocated to the Partners pursuant to Section 6.1(c) or Section 6.1(d), as the case may be. At the time of the dissolution of the Partnership, subject to Section 17-804 of the Delaware Act, the Record Holders of the Series B Preferred Units shall become entitled to receive any distributions in respect of the Series B Preferred Units that are accrued and unpaid as of the date of such distribution, and shall have the status of, and shall be entitled to all remedies available to, a creditor of the Partnership, and such entitlement of the Record Holders of the Series B Preferred Units to such accrued and unpaid distributions shall have priority over any entitlement of any other Partners or Assignees with respect to any distributions by the Partnership to such other Partners or Assignees; provided, however, that the General Partner, as such, will have no liability for any obligations with respect to such distributions to any Record Holder(s) of Series B Preferred Units.

Liquidation Value. In the event of any liquidation, dissolution and winding up of the Partnership under Section 12.4 or a sale, exchange, exchange or other disposition of all or substantially all of the assets of the Partnership, either voluntary or involuntary, the Record Holders of the Series B A Preferred Units shall be entitled to receive, out of the assets of the Partnership available for distribution to the Partners or any Assigneesassignees, prior and in preference to any distribution of any assets of the Partnership to the Record Holders of any other class or series of Partnership InterestsInterests (other than Series C Preferred Units as to which the Series A Preferred Units are pari passu), the positive value in each such holder’s Capital Account in respect of such Series B A Preferred Units. If in the year of such liquidation and winding up, or sale, exchange, exchange or other disposition of all or substantially all of the assets of the Partnership, any such Record Holder’s Capital Account in respect of such Series B A Preferred Units is less than the aggregate Series B A Liquidation Value of such Series B A Preferred Units, then notwithstanding anything to the contrary contained in this Agreement, and prior to any other allocation pursuant to this Agreement for such year and prior to any distribution pursuant to the preceding sentence, items of gross income and gain shall be allocated to all Unitholders then holding Series B A Preferred Units, Pro Rata, until the Capital Account in respect of each Outstanding Series B A Preferred Unit is equal to the Series B A Liquidation Value (and no other allocation pursuant to this Agreement shall reverse the effect of such allocation), with such allocation being made Pro Rata with any allocation made pursuant to the second sentence of Section 5.14(b)(iv). If in the year of such liquidation, dissolution, dissolution or winding up any such Record Holder’s Capital Account in respect of such Series B A Preferred Units is less than the aggregate Series B A Liquidation Value of such Series B A Preferred Units after the application of the preceding sentence, then to the extent permitted by applicable law and notwithstanding anything to the contrary contained in this Agreement, items of gross income and gain for any preceding taxable period(s) with respect to which IRS Form 1065 Schedules K-1 have not been filed by the Partnership shall be reallocated to all Unitholders then holding Series B A Preferred Units, Pro Rata, until the Capital Account in respect of each such Outstanding Series B A Preferred Unit after making allocations pursuant to this and the immediately preceding sentence is equal to the Series B A Liquidation Value (and no other allocation pursuant to this Agreement shall reverse the effect of such allocation), with such allocation being made Pro Rata with any allocation made pursuant to the third sentence of Section 5.14(b)(iv). After At such time as such allocations have been made to the Outstanding Series B A Preferred Units (and then to the Outstanding Series C Preferred Units pursuant to Section 5.11(b)(v), if applicable)Units, any remaining Net Termination Gain or Net Termination Loss shall be allocated to the Partners pursuant to Section 6.1(c) or Section 6.1(d), as the case may be. At the time of the dissolution of the Partnership, subject to Section 17-804 of the Delaware Act, the Record Holders of the Series B A Preferred Units shall become entitled to receive any distributions in respect of the Series B A Preferred Units that are accrued and unpaid as of the date of such distribution, and shall have the status of, and shall be entitled to all remedies available to, a creditor of the Partnership, and such entitlement of the Record Holders of the Series B Preferred Units to such accrued and unpaid distributions shall have distribution in priority over any entitlement of any other Partners or Assignees with respect to any distributions by the Partnership to such other Partners or AssigneesAssignees (other than Series C Preferred Units as to which the Series A Preferred Units are pari passu); provided, however, that the General Partner, as such, will have no liability for any obligations with respect to such distributions to any Record Holder(s) of Series B A Preferred Units.

Liquidation Value. In the event of any liquidation, dissolution and winding up of the Partnership under Section 12.4 or a sale, exchange, exchange or other disposition of all or substantially all of the assets of the Partnership, either voluntary or involuntary, the Record Holders of the Series B C Preferred Units shall be entitled to receive, out of the assets of the Partnership available for distribution to the Partners or any Assigneesassignees, prior and in preference to any distribution of any assets of the Partnership to the Record Holders of any other class or series of Partnership InterestsInterests (other than Series A Preferred Units as to which the Series C Preferred Units are pari passu), the positive value in each such holder’s Capital Account in respect of such Series B C Preferred Units. If in the year of such liquidation and winding up, or sale, exchange, exchange or other disposition of all or substantially all of the assets of the Partnership, any such Record Holder’s Capital Account in respect of such Series B C Preferred Units is less than the aggregate Series B C Liquidation Value of such Series B C Preferred Units, then notwithstanding anything to the contrary contained in this Agreement, and prior to any other allocation pursuant to this Agreement for such year and prior to any distribution pursuant to the preceding sentence, items of gross income and gain shall be allocated to all Unitholders then holding Series B C Preferred Units, Pro Rata, until the Capital Account in respect of each Outstanding Series B C Preferred Unit is equal to the Series B C Liquidation Value (and no other allocation pursuant to this Agreement shall reverse the effect of such allocation), with such allocation being made Pro Rata with any allocation made pursuant to the second sentence of Section 5.12(b)(iv). If in the year of such liquidation, dissolution, dissolution or winding up any such Record Holder’s Capital Account in respect of such Series B C Preferred Units is less than the aggregate Series B C Liquidation Value of such Series B C Preferred Units after the application of the preceding sentence, then to the extent permitted by applicable law and notwithstanding anything to the contrary contained in this Agreement, items of gross income and gain for any preceding taxable period(s) with respect to which IRS Form 1065 Schedules K-1 have not been filed by the Partnership shall be reallocated to all Unitholders then holding Series B C Preferred Units, Pro Rata, until the Capital Account in respect of each such Outstanding Series B C Preferred Unit after making allocations pursuant to this and the immediately preceding sentence is equal to the Series B C Liquidation Value (and no other allocation pursuant to this Agreement shall reverse the effect of such allocation), with such allocation being made Pro Rata with any allocation made pursuant to the third sentence of Section 5.12(b)(iv). After At such time as such allocations have been made to the Outstanding Series B Preferred Units (and then to the Outstanding Series C Preferred Units pursuant to Section 5.11(b)(v), if applicable)Units, any remaining Net Termination Gain or Net Termination Loss shall be allocated to the Partners pursuant to Section 6.1(c) or Section 6.1(d), as the case may be. At the time of the dissolution of the Partnership, subject to Section 17-804 of the Delaware Act, the Record Holders of the Series B C Preferred Units shall become entitled to receive any distributions in respect of the Series B C Preferred Units that are accrued and unpaid as of the date of such distribution, and shall have the status of, and shall be entitled to all remedies available to, a creditor of the Partnership, and such entitlement of the Record Holders of the Series B Preferred Units to such accrued and unpaid distributions shall have distribution in priority over any entitlement of any other Partners or Assignees with respect to any distributions by the Partnership to such other Partners or AssigneesAssignees (other than Series A Preferred Units as to which the Series C Preferred Units are pari passu); provided, however, that the General Partner, as such, will have no liability for any obligations with respect to such distributions to any Record Holder(s) of Series B C Preferred Units.