Common use of Winding Up Clause in Contracts

Winding Up. (i) Upon the occurrence of a Liquidating Event, the Partnership shall continue solely for the purposes of winding up its affairs in an orderly manner, liquidating its assets, and satisfying the claims of its creditors and Partners. (ii) No Partner shall take any action that is inconsistent with, or not necessary to or appropriate for, the winding up of the Partnership’s business and affairs. (iii) The General Partner, or, if there is no remaining General Partner, any Person elected by the Limited Partners holding at least a “majority in interest” (the General Partner or such other Person being referred to herein as the “Liquidator”), shall be responsible for overseeing the winding up and dissolution of the Partnership and shall take full account of the Partnership’s liabilities and property and the Partnership property shall be liquidated as promptly as is consistent with obtaining the fair value thereof, and the proceeds therefrom (which may, to the extent determined by the General Partner, include shares of common stock or other securities of the General Partner) shall be applied and distributed in the following order: (A) First, to the payment and discharge of all of the Partnership’s debts and liabilities to creditors other than the Partners; (B) Second, to the payment and discharge of all of the Partnership’s debts and liabilities to the General Partner; (C) Third, to the payment and discharge of all of the Partnership’s debts and liabilities to the other Partners; and (D) the balance, if any, shall be distributed to all Partners (including the Special Limited Partner) with positive Capital Accounts in accordance with their respective positive Capital Account balances after giving effect to all allocations in Exhibit B and all prior distributions under Section 5.1. (iv) The General Partner shall not receive any additional compensation for any services performed pursuant to this Article 13. (v) Any distributions pursuant to this Section 13.2(a) shall be made by the end of the Partnership’s taxable year in which the liquidation occurs (or, if later, within 90 days after the date of the liquidation). (i) Notwithstanding the provisions of Section 13.2(a) hereof which require liquidation of the assets of the Partnership, but subject to the order of priorities set forth therein, if prior to or upon dissolution of the Partnership the Liquidator determines that an immediate sale of part or all of the Partnership’s assets would be impractical or would cause undue loss to the Partners (including the Special Limited Partner), the Liquidator may, in its sole and absolute discretion, defer for a reasonable time the liquidation of any asset except those necessary to satisfy liabilities of the Partnership (including to those Partners, including the Special Limited Partner, as creditors) or distribute to the Partners (including the Special Limited Partner), in lieu of cash, as tenants in common and in accordance with the provisions of Section 13.2(a) hereof, undivided interests in such Partnership assets as the Liquidator deems not suitable for liquidation. (ii) Any such distributions in kind shall be made only if, in the good faith judgment of the Liquidator, such distributions in kind are in the best interests of the Partners (including the Special Limited Partner), and shall be subject to such conditions relating to the disposition and management of such properties as the Liquidator deems reasonable and equitable and to any agreements governing the operation of such properties at such time. (iii) The Liquidator shall determine the fair market value of any property distributed in kind using such reasonable method of valuation as it may adopt. (c) In the discretion of the Liquidator, a pro rata portion of the distributions that would otherwise be made to the General Partner, the Limited Partners and the Special Limited Partner pursuant to this Article 13 may be: (A) distributed to a trust established for the benefit of the General Partner, the Limited Partners and the Special Limited Partner for the purposes of liquidating Partnership assets, collecting amounts owed to the Partnership, and paying any contingent or unforeseen liabilities or obligations of the Partnership or the General Partner arising out of or in connection with the Partnership; the assets of any such trust shall be distributed to the General Partner, the Limited Partners and the Special Limited Partner from time to time, in the reasonable discretion of the Liquidator, in the same proportions as the amount distributed to such trust by the Partnership would otherwise have been distributed to the General Partner, the Limited Partners and the Special Limited Partner pursuant to this Agreement; or (B) withheld or escrowed to provide a reasonable reserve for Partnership liabilities (contingent or otherwise) and to reflect the unrealized portion of any installment obligations owed to the Partnership, provided that such withheld or escrowed amounts shall be distributed to the General Partner, the Limited Partners and the Special Limited Partner in the manner and order of priority set forth in Section 13.2(a), as soon as practicable.

Winding Up. (i) A. Upon the occurrence of a Liquidating Event, the Partnership shall continue solely for the purposes of winding up its affairs in an orderly manner, liquidating its assetsassets (subject to the provisions of Section 13.2.B below), and satisfying the claims of its creditors and Partners. (ii) . No Partner shall take any action that is inconsistent with, or not necessary to or appropriate for, the winding up of the Partnership’s 's business and affairs. (iii) . The General Partner, Partner (or, if in the event there is no remaining General Partner, any Person elected by Limited Partners owning a majority-in-interest of the total Partnership Interests of the Limited Partners holding at least a “majority in interest” (the General Partner or such other Person being referred to herein as the “"Liquidator”"), ) shall be responsible for overseeing the winding up and dissolution of the Partnership and shall take full account of the Partnership’s 's liabilities and property and the Partnership property shall be liquidated as promptly as is consistent with obtaining the fair market value thereof, and the proceeds therefrom (which may, to the extent determined by the General Partner, include shares of common stock or other securities of the General Partnerin Crescent Equities) shall be applied and distributed in the following order: (A1) First, to the payment and discharge of all of the Partnership’s 's debts and liabilities to creditors other than the Partners; (B2) Second, to the payment and discharge of all of the Partnership’s 's debts and liabilities to the General Partner; (C) Third, to the payment and discharge of all of the Partnership’s debts and liabilities to the other Partners; and (D3) the The balance, if any, shall be distributed to all the General Partner and Limited Partners (including the Special Limited Partner) with positive Capital Accounts in accordance with their respective positive Capital Account balances balances, after giving effect to all contributions, distributions, and allocations in Exhibit B and for all prior distributions under Section 5.1. (iv) periods. The General Partner shall not receive any additional compensation for any services performed pursuant to this Article 13. (v) Any distributions pursuant to this Section 13.2(a) shall be made by the end of the Partnership’s taxable year in which the liquidation occurs (or, if later, within 90 days after the date of the liquidation). (i) B. Notwithstanding the provisions of Section 13.2(a) 13.2.A hereof which require liquidation of the assets of the Partnership, but subject to the order of priorities set forth therein, if prior to or upon dissolution of the Partnership the Liquidator determines that an immediate sale of part or all of the Partnership’s 's assets would be impractical or would cause undue loss to the Partners (including the Special Limited Partner)Partners, the Liquidator may, in its sole and absolute discretion, defer for a reasonable time the liquidation of any asset assets except those necessary to satisfy liabilities of the Partnership (including to those Partners, including the Special Limited Partner, Partners as creditors) or and/or distribute to the Partners (including the Special Limited Partner)Partners, in lieu of cash, as tenants in common and in accordance with the provisions of Section 13.2(a) 13.2.A hereof, undivided interests in such Partnership assets as the Liquidator deems not suitable for liquidation. (ii) . Any such distributions in kind shall be made only if, in the good faith judgment of the Liquidator, such distributions in kind are in the best interests interest of the Partners (including the Special Limited Partner)Partners, and shall be subject to such conditions relating to the disposition and management of such properties as the Liquidator deems reasonable and equitable and to any agreements governing the operation of such properties at such time. (iii) . The Liquidator shall determine the fair market value of any property distributed in kind using such reasonable method of valuation as it may adopt. (c) In the discretion C. As part of the Liquidator, a pro rata portion liquidation and winding-up of the distributions that would otherwise be made to the General Partner, the Limited Partners and the Special Limited Partner pursuant to this Article 13 may be: (A) distributed to a trust established for the benefit of the General Partner, the Limited Partners and the Special Limited Partner for the purposes of liquidating Partnership assets, collecting amounts owed to the Partnership, and paying any contingent or unforeseen liabilities or obligations a proper accounting shall be made of the Partnership or the General Partner arising out Capital Account of or in connection with the Partnership; the assets each Partner, including an analysis of any such trust shall be distributed changes to the General Partner, Capital Account from the Limited Partners and the Special Limited Partner from time to time, in the reasonable discretion date of the Liquidator, in the same proportions as the amount distributed to last previous accounting. Financial statements presenting such trust accounting shall include a report of an independent certified public accountant selected by the Partnership would otherwise have been distributed to Liquidator. D. As part of the General Partner, the Limited Partners liquidation and the Special Limited Partner pursuant to this Agreement; or (B) withheld or escrowed to provide a reasonable reserve for Partnership liabilities (contingent or otherwise) and to reflect the unrealized portion winding-up of any installment obligations owed to the Partnership, provided that such withheld the Liquidator may sell Partnership assets (or escrowed amounts shall be distributed to assets owned by the General PartnerSubsidiary Corporations, the Limited Partners and Management Company, or any other entity in which the Special Limited Partner in the manner and order of priority set forth in Section 13.2(aPartnership is an owner), at the best price and on the best terms and conditions as soon as practicablethe Liquidator in good faith believes are reasonably available at the time.

Winding Up. (i) A. Upon the occurrence of a Liquidating Event, the Partnership shall continue solely for the purposes of winding up its affairs in an orderly manner, liquidating its assets, and satisfying the claims of its creditors and Partners. (ii) . No Partner shall take any action that is inconsistent with, or not necessary to or appropriate for, the winding up of the Partnership’s 's business and affairs. (iii) . The General Partner, Partner (or, if in the event there is no remaining General Partner, any Person elected by a Majority in Interest of the Limited Partners holding at least a “majority in interest” (the General Partner or such other Person being referred to herein as the “"Liquidator”"), ) shall be responsible for overseeing the winding up and dissolution of the Partnership and shall take full account of the Partnership’s 's liabilities and property assets and the Partnership property shall be liquidated as promptly as is consistent with obtaining the fair value thereof, and the proceeds therefrom (which may, to the extent determined by the General Partner, include shares of common stock or other securities of the General Partner) shall be applied and distributed in the following order: (Ai) First, to the payment and discharge of all of the Partnership’s 's debts and liabilities to creditors other than the Partners; (Bii) Second, to the payment and discharge of all of the Partnership’s 's debts and liabilities to the General Partner; (Ciii) Third, to the payment and discharge of all of the Partnership’s 's debts and liabilities to the other Partners; and (Div) the The balance, if any, shall be distributed to all the Partners (including the Special Limited Partner) with positive Capital Accounts in accordance with their respective positive Capital Account balances determined after giving effect to all allocations contributions and distributions for all periods, and after taking into account all Capital Account adjustments for the Partnership taxable year during which the liquidation occurs (other than those made as a result of the liquidating distribution set forth in Exhibit B and all prior distributions under this Section 5.1. (iv) 13.2.A(iv)). The General Partner shall not receive any additional compensation for any services performed pursuant to this Article 1313 other than reimbursement of its expenses as provided in Section 7.4. (v) Any distributions pursuant to this Section 13.2(a) shall be made by the end of the Partnership’s taxable year in which the liquidation occurs (or, if later, within 90 days after the date of the liquidation). (i) B. Notwithstanding the provisions of Section 13.2(a) hereof 13.2.A which require liquidation of the assets of the Partnership, but subject to the order of priorities set forth therein, if prior to or upon dissolution of the Partnership the Liquidator determines that an immediate sale of part or all of the Partnership’s 's assets would be impractical or would cause undue loss to the Partners (including the Special Limited Partner)Partners, the Liquidator may, in its sole and absolute discretion, defer for a reasonable time the liquidation of any asset assets except those necessary to satisfy liabilities of the Partnership (including to those Partners, including the Special Limited Partner, Partners as creditors) or and/or distribute to the Partners (including the Special Limited Partner)Partners, in lieu of cash, as tenants in common and in accordance with the provisions of Section 13.2(a) hereof13.2.A, undivided interests in such Partnership assets as the Liquidator deems not suitable for liquidation. (ii) . Any such distributions in kind shall be made only if, in the good faith judgment of the Liquidator, such distributions in kind are in the best interests interest of the Partners (including the Special Limited Partner)Partners, and shall be subject to such conditions relating to the disposition and management of such properties as the Liquidator deems reasonable and equitable and to any agreements governing the operation of such properties at such time. (iii) . The Liquidator shall determine the fair market value of any property distributed in kind using such reasonable method of valuation as it may adopt. (c) In the discretion of the LiquidatorC. The Partnership shall be terminated when any notes received in connection with any such sale or disposition referenced in Section 13.1.E above, a pro rata portion of the distributions that would otherwise be made to the General Partner, the Limited Partners and the Special Limited Partner pursuant to this Article 13 may be: (A) distributed to a trust established for the benefit of the General Partner, the Limited Partners and the Special Limited Partner for the purposes of liquidating Partnership assets, collecting amounts owed to the Partnership, and paying any contingent or unforeseen liabilities or obligations of the Partnership or the General Partner arising out of or in connection with the Partnership; the assets of any such trust shall be distributed to the General Partner, the Limited Partners and the Special Limited Partner from time to time, in the reasonable discretion liquidation of the Liquidator, in the same proportions as the amount distributed to such trust by the Partnership would otherwise have been paid and all of the cash or property available for application and distribution under this Agreement have been applied and distributed to the General Partner, the Limited Partners and the Special Limited Partner pursuant to in accordance with this Agreement; or (B) withheld or escrowed to provide a reasonable reserve for Partnership liabilities (contingent or otherwise) and to reflect the unrealized portion of any installment obligations owed to the Partnership, provided that such withheld or escrowed amounts shall be distributed to the General Partner, the Limited Partners and the Special Limited Partner in the manner and order of priority set forth in Section 13.2(a), as soon as practicable.

Winding Up. (i) Upon the occurrence of a Liquidating Event, the Partnership shall continue solely for the purposes of winding up its affairs in an orderly manner, liquidating its assets, and satisfying the claims of its creditors and Partners. (ii) No Partner shall take any action that is inconsistent with, or not necessary to or appropriate for, the winding up of the Partnership’s business and affairs. (iii) The General Partner, or, if there is no remaining General Partner, any Person elected unanimously by the Limited Partners holding at least a “majority in interest” (the General Partner or such other Person being referred to herein as the “Liquidator”), shall be responsible for overseeing the winding up and dissolution of the Partnership and shall take full account of the Partnership’s liabilities and property and the Partnership property shall be liquidated as promptly as is consistent with obtaining the fair value thereof, and the proceeds therefrom (which may, to the extent determined by the General Partner, include shares of common stock or other securities of the General Partner) shall be applied and distributed in the following order: (A) First, to the payment and discharge of all of the Partnership’s debts and liabilities to creditors other than the Partners; (B) Second, to the payment and discharge of all of the Partnership’s debts and liabilities to the General Partner; (C) Third, to the payment and discharge of all of the Partnership’s debts and liabilities to the other Partners; and (D) the balance, if any, shall be distributed to all Partners (including the Special Limited Partner) with positive Capital Accounts in accordance with their respective positive Capital Account balances after giving effect to all allocations in Exhibit B and all prior distributions under Section 5.1balances. (iv) The General Partner shall not receive any additional compensation for any services performed pursuant to this Article 13. (v) Any distributions pursuant to this Section 13.2(a) shall be made by the end of the Partnership’s taxable year in which the liquidation occurs (or, if later, within 90 days after the date of the liquidation). (i) Notwithstanding the provisions of Section 13.2(a) hereof which require liquidation of the assets of the Partnership, but subject to the order of priorities set forth therein, if prior to or upon dissolution of the Partnership the Liquidator determines that an immediate sale of part or all of the Partnership’s assets would be impractical or would cause undue loss to the Partners (including the Special Limited Partner), the Liquidator may, in its sole and absolute discretion, defer for a reasonable time the liquidation of any asset except those necessary to satisfy liabilities of the Partnership (including to those Partners, including the Special Limited Partner, as creditors) or distribute to the Partners (including the Special Limited Partner), in lieu of cash, as tenants in common and in accordance with the provisions of Section 13.2(a) hereof, undivided interests in such Partnership assets as the Liquidator deems not suitable for liquidation. (ii) Any such distributions in kind shall be made only if, in the good faith judgment of the Liquidator, such distributions in kind are in the best interests of the Partners (including the Special Limited Partner), and shall be subject to such conditions relating to the disposition and management of such properties as the Liquidator deems reasonable and equitable and to any agreements governing the operation of such properties at such time. (iii) The Liquidator shall determine the fair market value of any property distributed in kind using such reasonable method of valuation as it may adopt. (c) In the discretion of the Liquidator, a pro rata portion of the distributions that would otherwise be made to the General Partner, the Limited Partners and the Special Limited Partner pursuant to this Article 13 may be: (A) distributed to a trust established for the benefit of the General Partner, the Limited Partners and the Special Limited Partner for the purposes of liquidating Partnership assets, collecting amounts owed to the Partnership, and paying any contingent or unforeseen liabilities or obligations of the Partnership or the General Partner arising out of or in connection with the Partnership; the assets of any such trust shall be distributed to the General Partner, the Limited Partners and the Special Limited Partner from time to time, in the reasonable discretion of the Liquidator, in the same proportions as the amount distributed to such trust by the Partnership would otherwise have been distributed to the General Partner, the Limited Partners and the Special Limited Partner pursuant to this Agreement; or (B) withheld or escrowed to provide a reasonable reserve for Partnership liabilities (contingent or otherwise) and to reflect the unrealized portion of any installment obligations owed to the Partnership, provided that such withheld or escrowed amounts shall be distributed to the General Partner, the Limited Partners and the Special Limited Partner in the manner and order of priority set forth in Section 13.2(a), as soon as practicable.

Winding Up. (i) A. Upon the occurrence of a Liquidating Event, the Partnership shall continue solely for the purposes of winding up its affairs in an orderly manner, liquidating its assets, assets and satisfying the claims of its creditors and Partners. (ii) No Partner the Holders. After the occurrence of a Liquidating Event, no Holder shall take any action that is inconsistent with, or not necessary to or appropriate for, the winding up of the Partnership’s business and affairs. (iii) . The General Partner, Partner (or, if in the event that there is no remaining General PartnerPartner or the General Partner has dissolved, become bankrupt within the meaning of the Act or ceased to operate, any Person elected by a Majority in Interest of the Limited Partners holding at least a “majority in interest” (the General Partner or such other Person being referred to herein as the “Liquidator”), ) shall be responsible for overseeing the winding up and dissolution of the Partnership and shall take full account of the Partnership’s liabilities and property property, and the Partnership property shall be liquidated as promptly as is consistent with obtaining the fair value thereof, and the proceeds therefrom (which may, to the extent determined by the General Partner, include shares of common stock or other securities of in the General Partner) shall be applied and distributed in the following order: (A1) First, to the payment and discharge satisfaction of all of the Partnership’s debts and liabilities to creditors other than the PartnersHolders (whether by payment or the making of reasonable provision for payment thereof); (B2) Second, to the payment and discharge satisfaction of all of the Partnership’s debts and liabilities to the General PartnerPartner (whether by payment or the making of reasonable provision for payment thereof), including, but not limited to, amounts due as reimbursements under Section 7.4 hereof; (C3) Third, to the payment and discharge satisfaction of all of the Partnership’s debts and liabilities to the other PartnersHolders (whether by payment or the making of reasonable provision for payment thereof); and (D4) Fourth, to the balance, if any, shall be distributed to all Partners (including the Special Limited Partner) with positive Capital Accounts in accordance with their respective positive Capital Account balances balances, determined after giving effect to taking into account all allocations in Exhibit B and Capital Account adjustments for all prior distributions under periods and the Partnership taxable year during which the liquidation occurs (other than those made as a result of the liquidating distribution set forth in this Section 5.1. (iv) 13.2.A(4)). The General Partner shall not receive any additional compensation for any services performed pursuant to this Article 1313 other than reimbursement of its expenses as set forth in Section 7.4. (v) Any distributions pursuant to this Section 13.2(a) shall be made by the end of the Partnership’s taxable year in which the liquidation occurs (or, if later, within 90 days after the date of the liquidation). (i) B. Notwithstanding the provisions of Section 13.2(a) 13.2.A hereof which that require liquidation of the assets of the Partnership, but subject to the order of priorities set forth therein, if prior to or upon dissolution of the Partnership Partnership, the Liquidator determines that an immediate sale of part or all of the Partnership’s assets would be impractical or would cause undue loss to the Partners (including the Special Limited Partner)Holders, the Liquidator may, in its sole and absolute discretion, defer for a reasonable time the liquidation of any asset assets except those necessary to satisfy liabilities of the Partnership (including to those Partners, including the Special Limited Partner, Holders as creditors) or and/or distribute to the Partners (including the Special Limited Partner)Holders, in lieu of cash, as tenants in common and in accordance with the provisions of Section 13.2(a) 13.2.A hereof, undivided interests in such Partnership assets as the Liquidator deems not suitable for liquidation. (ii) . Any such distributions in kind shall be made only if, in the good faith judgment of the Liquidator, such distributions in kind are in the best interests interest of the Partners (including the Special Limited Partner)Holders, and shall be subject to such conditions relating to the disposition and management of such properties as the Liquidator deems reasonable and equitable and to any agreements governing the operation of such properties at such time. (iii) . The Liquidator shall determine the fair market value of any property distributed in kind using such reasonable method of valuation as it may adopt. C. If any Holder has a deficit balance in its Capital Account (c) after giving effect to all contributions, distributions and allocations for all taxable years, including the year during which such liquidation occurs), except as otherwise agreed to by such Holder, such Holder shall have no obligation to make any contribution to the capital of the Partnership with respect to such deficit, and such deficit shall not be considered a debt owed to the Partnership or to any other Person for any purpose whatsoever. D. In the sole and absolute discretion of the General Partner or the Liquidator, a pro rata portion of the distributions that would otherwise be made to the General Partner, the Limited Partners and the Special Limited Partner Holders pursuant to this Article 13 may be: (A1) distributed to a trust established for the benefit of the General Partner, the Limited Partners Partner and the Special Limited Partner Holders for the purposes purpose of liquidating Partnership assets, collecting amounts owed to the Partnership, and paying any contingent or unforeseen liabilities or obligations of the Partnership or of the General Partner arising out of or in connection with the Partnership; the Partnership and/or Partnership activities. The assets of any such trust shall be distributed to the General PartnerHolders, the Limited Partners and the Special Limited Partner from time to time, in the reasonable discretion of the LiquidatorGeneral Partner, in the same proportions and amounts as the amount distributed to such trust by the Partnership would otherwise have been distributed to the General Partner, the Limited Partners and the Special Limited Partner Holders pursuant to this Agreement; or (B2) withheld or escrowed to provide a reasonable reserve for Partnership liabilities (contingent or otherwise) and to reflect the unrealized portion of any installment obligations owed to the Partnership, provided that such withheld or escrowed amounts shall be distributed to the General Partner, the Limited Partners and the Special Limited Partner Holders in the manner and order of priority set forth in Section 13.2(a), 13.2.A hereof as soon as practicable. E. The provisions of Section 7.8 hereof shall apply to any Liquidator appointed pursuant to this Article 13 as though the Liquidator were the General Partner of the Partnership.

Winding Up. (i) Upon Subject to Section 14.05, on dissolution of the occurrence of a Liquidating EventCompany, the Partnership Manager shall continue solely for the purposes of winding up its affairs in an orderly manneract as liquidating trustee or may appoint one or more Persons as liquidating trustee (each such Person, liquidating its assets, and satisfying the claims of its creditors and Partners. (ii) No Partner shall take any action that is inconsistent with, or not necessary to or appropriate for, the winding up of the Partnership’s business and affairs. (iii) The General Partner, or, if there is no remaining General Partner, any Person elected by the Limited Partners holding at least a “majority in interest” (the General Partner or such other Person being referred to herein as the “Liquidator”), . The Liquidators shall proceed diligently to wind up the affairs of the Company and make final distributions as provided herein and in the Delaware Act. The costs of liquidation shall be responsible for overseeing the winding up and dissolution borne as an expense of the Partnership and shall take full account Company. Until final distribution, the Liquidators shall, to the fullest extent permitted by applicable Law, continue to operate the properties of the Partnership’s liabilities Company with all of the power and property and authority of the Partnership property shall Manager. The steps to be liquidated accomplished by the Liquidators are as follows: (a) as promptly as is consistent with obtaining possible after dissolution and again after final liquidation, the fair value thereof, and the proceeds therefrom (which may, Liquidators shall cause a proper accounting to the extent determined be made by the General Partner, include shares a recognized firm of common stock or other securities certified public accountants of the General Partner) shall be applied Company’s assets, liabilities and distributed operations through the last day of the calendar month in which the following order:dissolution occurs or the final liquidation is completed, as applicable; (Ab) Firstthe Liquidators shall pay, to satisfy or discharge from the Company’s funds, or otherwise make adequate provision for payment and discharge thereof (including, without limitation, the establishment of a cash fund for contingent, conditional and unmatured liabilities in such amount and for such term as the liquidators may reasonably determine) the following: first, all of the Partnership’s debts debts, liabilities and liabilities obligations of the Company owed to creditors other than the Partners; Members in satisfaction of the liabilities of the Company (B) Secondwhether by payment or the making of reasonable provision for payment thereof), to including all expenses incurred in connection with the payment liquidations; and discharge of second, all of the Partnership’s debts debts, liabilities and liabilities obligations of the Company owed to the General Partner; Members (C) Third, other than any payments or distributions owed to the payment and discharge of all of the Partnership’s debts and liabilities such Members in their capacity as Members pursuant to the other Partnersthis Agreement); and (Dc) following any payments pursuant to the balanceforegoing Section 14.02(b), if any, all remaining assets of the Company shall be distributed to all Partners (including the Special Limited Partner) with positive Capital Accounts Members in accordance with their respective positive Capital Account balances after giving effect to all allocations in Exhibit B and all prior distributions under Section 5.1. (iv4.01(a) The General Partner shall not receive any additional compensation for any services performed pursuant to this Article 13. (v) Any distributions pursuant to this Section 13.2(a) shall be made by the end of the Partnership’s taxable year in Taxable Year during which the liquidation of the Company occurs (or, if later, within 90 by ninety (90) days after the date of the liquidation). (i) Notwithstanding the provisions . The distribution of Section 13.2(a) hereof which require liquidation of the assets of the Partnership, but subject cash and/or property to the order of priorities set forth therein, if prior to or upon dissolution of the Partnership the Liquidator determines that an immediate sale of part or all of the Partnership’s assets would be impractical or would cause undue loss to the Partners (including the Special Limited Partner), the Liquidator may, in its sole and absolute discretion, defer for a reasonable time the liquidation of any asset except those necessary to satisfy liabilities of the Partnership (including to those Partners, including the Special Limited Partner, as creditors) or distribute to the Partners (including the Special Limited Partner), in lieu of cash, as tenants in common and Members in accordance with the provisions of this Section 13.2(a) hereof14.02 and Section 14.03 below shall constitute a complete return to the Members of their Capital Contributions, undivided interests in such Partnership assets as a complete distribution to the Liquidator deems not suitable for liquidation. (ii) Any such distributions in kind shall be made only if, Members of their interest in the good faith judgment Company and all of the Liquidator, such distributions in kind are in Company’s property and shall constitute a compromise to which all Members have consented within the best interests meaning of the Partners (including Delaware Act. To the Special Limited Partner), and shall be subject to such conditions relating extent that a Member returns funds to the disposition and management of such properties as the Liquidator deems reasonable and equitable and to Company, it has no claim against any agreements governing the operation of such properties at such timeother Member for those funds. (iii) The Liquidator shall determine the fair market value of any property distributed in kind using such reasonable method of valuation as it may adopt. (c) In the discretion of the Liquidator, a pro rata portion of the distributions that would otherwise be made to the General Partner, the Limited Partners and the Special Limited Partner pursuant to this Article 13 may be: (A) distributed to a trust established for the benefit of the General Partner, the Limited Partners and the Special Limited Partner for the purposes of liquidating Partnership assets, collecting amounts owed to the Partnership, and paying any contingent or unforeseen liabilities or obligations of the Partnership or the General Partner arising out of or in connection with the Partnership; the assets of any such trust shall be distributed to the General Partner, the Limited Partners and the Special Limited Partner from time to time, in the reasonable discretion of the Liquidator, in the same proportions as the amount distributed to such trust by the Partnership would otherwise have been distributed to the General Partner, the Limited Partners and the Special Limited Partner pursuant to this Agreement; or (B) withheld or escrowed to provide a reasonable reserve for Partnership liabilities (contingent or otherwise) and to reflect the unrealized portion of any installment obligations owed to the Partnership, provided that such withheld or escrowed amounts shall be distributed to the General Partner, the Limited Partners and the Special Limited Partner in the manner and order of priority set forth in Section 13.2(a), as soon as practicable.

Winding Up. (i) Upon the occurrence of a Liquidating Event, the Partnership shall continue solely for the purposes of winding up its affairs in an orderly manner, liquidating its assets, and satisfying the claims of its creditors and Partners. (ii) No Partner shall take any action that is inconsistent with, or not necessary to or appropriate for, the winding up of the Partnership’s business and affairs. (iii) The General Partner, or, if there is no remaining General Partner, any Person elected by the Limited Partners holding at least a “majority in interest” (the General Partner or such other Person being referred to herein as the “Liquidator”), shall be responsible for overseeing the winding up and dissolution of the Partnership and shall take full account of the Partnership’s liabilities and property and the Partnership property shall be liquidated as promptly as is consistent with obtaining the fair value thereof, and the proceeds therefrom (which may, to the extent determined by the General Partner, include shares of common stock or other securities of the General Partner) shall be applied and distributed in the following order: (A) First, to the payment and discharge of all of the Partnership’s debts and liabilities to creditors other than the Partners; (B) Second, to the payment and discharge of all of the Partnership’s debts and liabilities to the General Partner; (C) Third, to the payment and discharge of all of the Partnership’s debts and liabilities to the other Partners; and (D) the balance, if any, shall be distributed to all Partners (including the Special Limited Partner) with positive Capital Accounts in accordance with their respective positive Capital Account balances after giving effect to all allocations in Exhibit B and all prior distributions under Section 5.1. (iv) The General Partner shall not receive any additional compensation for any services performed pursuant to this Article 13. (v) Any distributions pursuant to this Section 13.2(a) shall be made by the end of the Partnership’s taxable year in which the liquidation occurs (or, if later, within 90 days after the date of the liquidation). (b) (i) Notwithstanding the provisions of Section 13.2(a) hereof which require liquidation of the assets of the Partnership, but subject to the order of priorities set forth therein, if prior to or upon dissolution of the Partnership the Liquidator determines that an immediate sale of part or all of the Partnership’s assets would be impractical or would cause undue loss to the Partners (including the Special Limited Partner), the Liquidator may, in its sole and absolute discretion, defer for a reasonable time the liquidation of any asset except those necessary to satisfy liabilities of the Partnership (including to those Partners, including the Special Limited Partner, as creditors) or distribute to the Partners (including the Special Limited Partner), in lieu of cash, as tenants in common and in accordance with the provisions of Section 13.2(a) hereof, undivided interests in such Partnership assets as the Liquidator deems not suitable for liquidation. (ii) Any such distributions in kind shall be made only if, in the good faith judgment of the Liquidator, such distributions in kind are in the best interests of the Partners (including the Special Limited Partner), and shall be subject to such conditions relating to the disposition and management of such properties as the Liquidator deems reasonable and equitable and to any agreements governing the operation of such properties at such time. (iii) The Liquidator shall determine the fair market value of any property distributed in kind using such reasonable method of valuation as it may adopt. (c) In the discretion of the Liquidator, a pro rata portion of the distributions that would otherwise be made to the General Partner, the Limited Partners and the Special Limited Partner pursuant to this Article 13 may be: (A) distributed to a trust established for the benefit of the General Partner, the Limited Partners and the Special Limited Partner for the purposes of liquidating Partnership assets, collecting amounts owed to the Partnership, and paying any contingent or unforeseen liabilities or obligations of the Partnership or the General Partner arising out of or in connection with the Partnership; the assets of any such trust shall be distributed to the General Partner, the Limited Partners and the Special Limited Partner from time to time, in the reasonable discretion of the Liquidator, in the same proportions as the amount distributed to such trust by the Partnership would otherwise have been distributed to the General Partner, the Limited Partners and the Special Limited Partner pursuant to this Agreement; or (B) withheld or escrowed to provide a reasonable reserve for Partnership liabilities (contingent or otherwise) and to reflect the unrealized portion of any installment obligations owed to the Partnership, provided that such withheld or escrowed amounts shall be distributed to the General Partner, the Limited Partners and the Special Limited Partner in the manner and order of priority set forth in Section 13.2(a), as soon as practicable.

Winding Up. (i) A. Upon the occurrence of a Liquidating Event, the Partnership shall continue solely for the purposes of winding up its affairs in an orderly manner, liquidating its assets, and satisfying the claims of its creditors and Partners. (ii) . No Partner shall take any action that is inconsistent with, or not necessary to or appropriate for, the winding up of the Partnership’s business and affairs. (iii) . The General Partner, Partner (or, if in the event there is no remaining General Partner, any Person elected by a Majority in Interest of the Limited Partners holding at least a “majority in interest” (the General Partner or such other Person being referred to herein as the “Liquidator”), ) shall be responsible for overseeing the winding winding-up and dissolution of the Partnership and shall take full account of the Partnership’s liabilities and property and the Partnership property shall be liquidated as promptly as is consistent with obtaining the fair value thereof, and the proceeds therefrom (which may, to the extent determined by the General Partner, include shares of common stock or other securities of in the General Partner) shall be applied and distributed in the following order: (A1) First, to the payment and discharge of all of the Partnership’s debts and liabilities to creditors other than the Partners; (B2) Second, to the payment and discharge of all of the Partnership’s debts and liabilities to the General Partner; (C3) Third, to the payment and discharge of all of the Partnership’s debts and liabilities to the other Partners; and (D4) the The balance, if any, shall be distributed to all the General Partner and Limited Partners (including the Special Limited Partner) with positive Capital Accounts in accordance with their respective positive Capital Account balances balances, determined after giving effect to taking into account all allocations in Exhibit B and Capital Account adjustments for all prior distributions under periods and the Partnership taxable year during which the liquidation occurs (other than those made as a result of the liquidating distribution set forth in this Section 5.1. (iv) 13.2.A(4)). The General Partner shall not receive any additional compensation for any services performed pursuant to this Article 1313 other than reimbursement of its expenses as provided in Section 7.4. (v) Any distributions pursuant to this Section 13.2(a) shall be made by the end of the Partnership’s taxable year in which the liquidation occurs (or, if later, within 90 days after the date of the liquidation). (i) B. Notwithstanding the provisions of Section 13.2(a) hereof 13.2.A which require liquidation of the assets of the Partnership, but subject to the order of priorities set forth therein, if prior to or upon dissolution of the Partnership the Liquidator determines that an immediate sale of part or all of the Partnership’s assets would be impractical or would cause undue loss to the Partners (including the Special Limited Partner)Partners, the Liquidator may, in its sole and absolute discretion, defer for a reasonable time the liquidation of any asset assets except those necessary to satisfy liabilities of the Partnership (including to those Partners, including the Special Limited Partner, Partners as creditors) or and/or distribute to the Partners (including the Special Limited Partner)Partners, in lieu of cash, as tenants in common and in accordance with the provisions of Section 13.2(a) hereof13.2.A, undivided interests in such Partnership assets as the Liquidator deems not suitable for liquidation. (ii) . Any such distributions in in-kind shall be made only if, in the good faith judgment of the Liquidator, such distributions in in-kind are in the best interests interest of the Partners (including the Special Limited Partner)Partners, and shall be subject to such conditions relating to the disposition and management of such properties Properties as the Liquidator deems reasonable and equitable and to any agreements governing the operation of such properties Properties at such time. (iii) . The Liquidator shall determine the fair market value of any property distributed in kind using such reasonable method of valuation as it may adopt. (c) In the discretion of the Liquidator, a pro rata portion of the distributions that would otherwise be made to the General Partner, the Limited Partners and the Special Limited Partner pursuant to this Article 13 may be: (A) distributed to a trust established for the benefit of the General Partner, the Limited Partners and the Special Limited Partner for the purposes of liquidating Partnership assets, collecting amounts owed to the Partnership, and paying any contingent or unforeseen liabilities or obligations of the Partnership or the General Partner arising out of or in connection with the Partnership; the assets of any such trust shall be distributed to the General Partner, the Limited Partners and the Special Limited Partner from time to time, in the reasonable discretion of the Liquidator, in the same proportions as the amount distributed to such trust by the Partnership would otherwise have been distributed to the General Partner, the Limited Partners and the Special Limited Partner pursuant to this Agreement; or (B) withheld or escrowed to provide a reasonable reserve for Partnership liabilities (contingent or otherwise) and to reflect the unrealized portion of any installment obligations owed to the Partnership, provided that such withheld or escrowed amounts shall be distributed to the General Partner, the Limited Partners and the Special Limited Partner in the manner and order of priority set forth in Section 13.2(a), as soon as practicable.

Winding Up. (i) A. Upon the occurrence of a Liquidating Event, the Partnership shall continue solely for the purposes of winding up its affairs in an orderly manner, liquidating its assets, and satisfying the claims of its creditors and Partners. (ii) . No Partner shall take any action that is inconsistent with, or not necessary to or appropriate for, the winding up of the Partnership’s business and affairs. (iii) . The General Partner, Partner (or, if in the event there is no remaining General Partner, any Person elected by a Majority in Interest of the Limited Partners holding at least a “majority in interest” (the General Partner or such other Person being referred to herein as the “Liquidator”), ) shall be responsible for overseeing the winding up and dissolution of the Partnership and shall take full account of the Partnership’s liabilities and property and the Partnership property shall be liquidated as promptly as is consistent with obtaining the fair value thereof, and the proceeds therefrom (which may, to the extent determined by the General Partner, include shares of common stock or other securities of in the General Partner) shall be applied and distributed in the following order: (A1) First, to the payment and discharge of all of the Partnership’s debts and liabilities to creditors other than the Partners; (B2) Second, to the payment and discharge of all of the Partnership’s debts and liabilities to the General Partner; (C3) Third, to the payment and discharge of all of the Partnership’s debts and liabilities to the other Partners; and (D4) the The balance, if any, shall be distributed to all Partners (including the General Partner, the Special Limited Partner) with positive Capital Accounts Partner and the Limited Partners in accordance with proportion to their respective positive Capital Account balances balances, determined after giving effect to taking into account all allocations in Exhibit B and Capital Account adjustments for all prior distributions under Section 5.1. (iv) The General Partner shall not receive any additional compensation for any services performed pursuant to this Article 13. (v) Any distributions pursuant to this Section 13.2(a) shall be made by periods and the end of the Partnership’s Partnership taxable year in during which the liquidation occurs (or, if later, within 90 days after the date other than those made as a result of the liquidationliquidating distribution set forth in this Section 13.2A(4)). (i5) Notwithstanding the provisions of Section 13.2(a) hereof 13.2A which require liquidation of the assets of the Partnership, but subject to the order of priorities set forth therein, if prior to or upon dissolution of the Partnership the Liquidator determines that an immediate sale of part or all of the Partnership’s assets would be impractical or would cause undue loss to the Partners (including the Special Limited Partner)Partners, the Liquidator may, in its sole and absolute discretion, defer for a reasonable time the liquidation of any asset assets except those necessary to satisfy liabilities of the Partnership (including to those Partners, including the Special Limited Partner, Partners as creditors) or and/or distribute to the Partners (including the Special Limited Partner)Partners, in lieu of cash, as tenants in common and in accordance with the provisions of Section 13.2(a) hereof13.2A, undivided interests in such Partnership assets as the Liquidator deems not suitable for liquidation. (ii) . Any such distributions in in-kind shall be made only if, in the good faith judgment of the Liquidator, such distributions in in-kind are in the best interests interest of the Partners (including the Special Limited Partner)Partners, and shall be subject to such conditions relating to the disposition and management of such properties as the Liquidator deems reasonable and equitable and to any agreements governing the operation of such properties at such time. (iii) . The Liquidator shall determine the fair market value of any property distributed in kind using such reasonable method of valuation as it may adopt. (c) In the discretion of the Liquidator, a pro rata portion of the distributions that would otherwise be made to the General Partner, the Limited Partners and the Special Limited Partner pursuant to this Article 13 may be: (A) distributed to a trust established for the benefit of the General Partner, the Limited Partners and the Special Limited Partner for the purposes of liquidating Partnership assets, collecting amounts owed to the Partnership, and paying any contingent or unforeseen liabilities or obligations of the Partnership or the General Partner arising out of or in connection with the Partnership; the assets of any such trust shall be distributed to the General Partner, the Limited Partners and the Special Limited Partner from time to time, in the reasonable discretion of the Liquidator, in the same proportions as the amount distributed to such trust by the Partnership would otherwise have been distributed to the General Partner, the Limited Partners and the Special Limited Partner pursuant to this Agreement; or (B) withheld or escrowed to provide a reasonable reserve for Partnership liabilities (contingent or otherwise) and to reflect the unrealized portion of any installment obligations owed to the Partnership, provided that such withheld or escrowed amounts shall be distributed to the General Partner, the Limited Partners and the Special Limited Partner in the manner and order of priority set forth in Section 13.2(a), as soon as practicable.

Winding Up. (i) A. Upon the occurrence of a Liquidating Event, the Partnership shall continue solely for the purposes of winding up its affairs in an orderly manner, liquidating its assets, assets and satisfying the claims of its creditors and Partners. (ii) No Partner the Holders. After the occurrence of a Liquidating Event, no Holder shall take any action that is inconsistent with, or not necessary to or appropriate for, the winding up of the Partnership’s business and affairs. (iii) . The General Partner, Partner (or, if in the event that there is no remaining General PartnerPartner or the General Partner has dissolved, become bankrupt within the meaning of the Act or ceased to operate, any Person elected by a Majority in Interest of the Limited Partners holding at least a “majority in interest” (the General Partner or such other Person being referred to herein as the “Liquidator”), ) shall be responsible for overseeing the winding up and dissolution of the Partnership and shall take full account of the Partnership’s liabilities and property property, and the Partnership property shall be liquidated as promptly as is consistent with obtaining the fair value thereof, and the proceeds therefrom (which may, to the extent determined by the General Partner, include shares of common stock or other securities of in the General Partner) shall be applied and distributed in the following order: (A1) First, to the payment and discharge satisfaction of all of the Partnership’s debts and liabilities to creditors other than the PartnersHolders (whether by payment or the making of reasonable provision for payment thereof); (B2) Second, to the payment and discharge satisfaction of all of the Partnership’s debts and liabilities to the General PartnerPartner (whether by payment or the making of reasonable provision for payment thereof), including, but not limited to, amounts due as reimbursements under Section 7.4 hereof; (C3) Third, to the payment and discharge satisfaction of all of the Partnership’s debts and liabilities to the other PartnersHolders (whether by payment or the making of reasonable provision for payment thereof); and (D4) Fourth, to the balance, if any, shall be distributed to all Partners (including the Special Limited Partner) with positive Capital Accounts in accordance with their respective positive Capital Account balances balances, determined after giving effect to taking into account all allocations in Exhibit B and Capital Account adjustments for all prior distributions under periods and the Partnership taxable year during which the liquidation occurs (other than those made as a result of the liquidating distribution set forth in this Section 5.1. (iv) 13.2.A(4)). The General Partner shall not receive any additional compensation for any services performed pursuant to this Article 1313 other than reimbursement of its expenses as set forth in Section 7.4. (v) Any distributions pursuant to this Section 13.2(a) shall be made by the end of the Partnership’s taxable year in which the liquidation occurs (or, if later, within 90 days after the date of the liquidation). (i) B. Notwithstanding the provisions of Section 13.2(a) 13.2.A hereof which that require liquidation of the assets of the Partnership, but subject to the order of priorities set forth therein, if prior to or upon dissolution of the Partnership Partnership, the Liquidator determines that an immediate sale of part or all of the Partnership’s assets would be impractical or would cause undue loss to the Partners (including the Special Limited Partner)Holders, the Liquidator may, in its sole and absolute discretion, defer for a reasonable time the liquidation of any asset assets except those necessary to satisfy liabilities of the Partnership (including to those Partners, including the Special Limited Partner, Holders as creditors) or and/or distribute to the Partners (including the Special Limited Partner)Holders, in lieu of cash, as tenants in common and in accordance with the provisions of Section 13.2(a) 13.2.A hereof, undivided interests in such Partnership assets as the Liquidator deems not suitable for liquidation. (ii) . Any such distributions in kind shall be made only if, in the good faith judgment of the Liquidator, such distributions in kind are in the best interests interest of the Partners (including the Special Limited Partner)Holders, and shall be subject to such conditions relating to the disposition and management of such properties as the Liquidator deems reasonable and equitable and to any agreements governing the operation of such properties at such time. (iii) . The Liquidator shall determine the fair market value of any property distributed in kind using such reasonable method of valuation as it may adopt. C. If any Holder has a deficit balance in its Capital Account (c) after giving effect to all contributions, distributions and allocations for all taxable years, including the year during which such liquidation occurs), except as otherwise agreed to by such Holder, such Holder shall have no obligation to make any contribution to the capital of the Partnership with respect to such deficit, and such deficit shall not be considered a debt owed to the Partnership or to any other Person for any purpose whatsoever. D. In the sole and absolute discretion of the General Partner or the Liquidator, a pro rata portion of the distributions that would otherwise be made to the General Partner, the Limited Partners and the Special Limited Partner Holders pursuant to this Article 13 may be: (A1) distributed to a trust established for the benefit of the General Partner, the Limited Partners Partner and the Special Limited Partner Holders for the purposes purpose of liquidating Partnership assets, collecting amounts owed to the Partnership, and paying any contingent or unforeseen liabilities or obligations of the Partnership or of the General Partner arising out of or in connection with the Partnership; the Partnership and/or Partnership activities. The assets of any such trust shall be distributed to the General PartnerHolders, the Limited Partners and the Special Limited Partner from time to time, in the reasonable discretion of the LiquidatorGeneral Partner, in the same proportions and amounts as the amount distributed to such trust by the Partnership would otherwise have been distributed to the General Partner, the Limited Partners and the Special Limited Partner Holders pursuant to this Agreement; or (B2) withheld or escrowed to provide a reasonable reserve for Partnership liabilities (contingent or otherwise) and to reflect the unrealized portion of any installment obligations owed to the Partnership, provided that such withheld or escrowed amounts shall be distributed to the General Partner, the Limited Partners and the Special Limited Partner Holders in the manner and order of priority set forth in Section 13.2(a), 13.2.A hereof as soon as practicable.

Winding Up. (i) A. Upon the occurrence of a Liquidating Event, the Partnership shall continue solely for the purposes of winding up its affairs in an orderly manner, liquidating its assets, and satisfying the claims of its creditors and Partners. (ii) . No Partner shall take any action that is inconsistent with, or not necessary to or appropriate for, the winding up of the Partnership’s business and affairs. (iii) . The General Partner, or, if in the event there is no remaining General Partner, any Person elected by vote of the Limited Partners holding at least a “majority in interest” (the General Partner or such other Person being referred to herein as the “Liquidator”), shall be responsible for overseeing the winding up and dissolution of the Partnership and shall take full account of the Partnership’s liabilities and property and the Partnership property shall be liquidated as promptly as is consistent with obtaining the fair value thereof, and the proceeds therefrom (which may, to the extent determined by the General Partner, include shares of common stock or other securities of in the General PartnerCompany) shall be applied and distributed in the following order: (A1) First, to the payment and discharge of all of the Partnership’s debts and liabilities to creditors other than the Partnersliabilities; (B2) Second, to the payment and discharge of all of the Partnership’s debts and liabilities to the General Partner; (C) Third, to the payment and discharge of all of the Partnership’s debts and liabilities to the other Partners; and (D) the The balance, if any, shall be distributed to all Partners (including the Special Limited Partner) with positive Capital Accounts in accordance with their respective positive Capital Account balances balances, determined after giving effect to all allocations adjustments made in Exhibit B accordance with Article 6 resulting from Partnership operations and from all prior distributions under Section 5.1. (iv) sales and dispositions of all or any part of the Partnership’s assets. The General Partner shall not receive any additional compensation for any services performed pursuant to this Article 13. (v) , other than reimbursement of its expenses as provided in Section 7.4. Any distributions pursuant to this Section 13.2(a) 13.2A shall be made by the end of the Partnership’s taxable year in which the liquidation Liquidating Event occurs (or, if later, within 90 ninety (90) days after the date of the liquidationLiquidating Event). To the extent deemed advisable by the General Partner, appropriate arrangements (including the use of a liquidating trust) may be made to assure that adequate funds are available to pay any contingent debts or obligations. (i) B. Notwithstanding the provisions of Section 13.2(a) hereof 13.2A which require liquidation of the assets of the Partnership, but subject to the order of priorities set forth therein, if prior to or upon dissolution of the Partnership the Liquidator determines that an immediate sale of part or all of the Partnership’s assets would be impractical or would cause undue loss to the Partners (including the Special Limited Partner)Partners, the Liquidator may, in its sole and absolute discretion, defer for a reasonable time the liquidation of any asset assets except those necessary to satisfy liabilities of the Partnership (including to those Partners, including the Special Limited Partner, Partners as creditors) or and/or distribute to the Partners (including the Special Limited Partner)Partners, in lieu of cash, as tenants in common and in accordance with the provisions of Section 13.2(a) hereof13.2A, undivided interests in such Partnership assets as the Liquidator deems not suitable for liquidation. (ii) . Any such distributions in kind shall be made only if, in the good faith judgment of the Liquidator, such distributions in kind are in the best interests interest of the Partners (including the Special Limited Partner)Partners, and shall be subject to such conditions relating to the disposition and management of such properties as the Liquidator deems reasonable and equitable and to any agreements governing the operation of such properties at such time. (iii) . The Liquidator shall determine the fair market value of any property distributed in kind using such reasonable method of valuation as it may adopt. (c) In the discretion of the Liquidator, a pro rata portion of the distributions that would otherwise be made to the General Partner, the Limited Partners and the Special Limited Partner pursuant to this Article 13 may be: (A) distributed to a trust established for the benefit of the General Partner, the Limited Partners and the Special Limited Partner for the purposes of liquidating Partnership assets, collecting amounts owed to the Partnership, and paying any contingent or unforeseen liabilities or obligations of the Partnership or the General Partner arising out of or in connection with the Partnership; the assets of any such trust shall be distributed to the General Partner, the Limited Partners and the Special Limited Partner from time to time, in the reasonable discretion of the Liquidator, in the same proportions as the amount distributed to such trust by the Partnership would otherwise have been distributed to the General Partner, the Limited Partners and the Special Limited Partner pursuant to this Agreement; or (B) withheld or escrowed to provide a reasonable reserve for Partnership liabilities (contingent or otherwise) and to reflect the unrealized portion of any installment obligations owed to the Partnership, provided that such withheld or escrowed amounts shall be distributed to the General Partner, the Limited Partners and the Special Limited Partner in the manner and order of priority set forth in Section 13.2(a), as soon as practicable.

Winding Up. (i) A. Upon the occurrence of a Liquidating Event, the Partnership shall continue solely for the purposes of winding up its affairs in an orderly manner, liquidating its assets, and satisfying the claims of its creditors and Partners. (ii) . No Partner shall take any action that is inconsistent with, or not necessary to or appropriate for, the winding up of the Partnership’s business and affairs. (iii) . The General Partner, Partner (or, if in the event there is no remaining General Partner, any Person elected by a Majority in Interest of the Limited Partners holding at least a “majority in interest” (the General Partner or such other Person being referred to herein as the “Liquidator”), ) shall be responsible for overseeing the winding up and dissolution of the Partnership and shall take full account of the Partnership’s liabilities and property and the Partnership property shall be liquidated as promptly as is consistent with obtaining the fair value thereof, and the proceeds therefrom (which may, to the extent determined by the General Partner, include shares of common stock or other securities of in the General Partner) shall be applied and distributed in the following order: (A1) First, to the payment and discharge of all of the Partnership’s debts and liabilities to creditors other than the Partners; (B2) Second, to the payment and discharge of all of the Partnership’s debts and liabilities to the General Partner; (C3) Third, to the payment and discharge of all of the Partnership’s debts and liabilities to the other Partners; and (D4) the The balance, if any, shall be distributed to all Partners (including the General Partner, the Special General Partner and the Limited Partner) with positive Capital Accounts Partners in accordance with proportion to their respective positive Capital Account balances balances, determined after giving effect to taking into account all allocations in Exhibit B and Capital Account adjustments for all prior distributions under Section 5.1. (iv) The General Partner shall not receive any additional compensation for any services performed pursuant to this Article 13. (v) Any distributions pursuant to this Section 13.2(a) shall be made by periods and the end of the Partnership’s Partnership taxable year in during which the liquidation occurs (or, if later, within 90 days after the date other than those made as a result of the liquidationliquidating distribution set forth in this Section 13.2.A(4)). (i) B. Notwithstanding the provisions of Section 13.2(a) hereof 13.2.A which require liquidation of the assets of the Partnership, but subject to the order of priorities set forth therein, if prior to or upon dissolution of the Partnership the Liquidator determines that an immediate sale of part or all of the Partnership’s assets would be impractical or would cause undue loss to the Partners (including the Special Limited Partner)Partners, the Liquidator may, in its sole and absolute discretion, defer for a reasonable time the liquidation of any asset assets except those necessary to satisfy liabilities of the Partnership (including to those Partners, including the Special Limited Partner, Partners as creditors) or and/or distribute to the Partners (including the Special Limited Partner)Partners, in lieu of cash, as tenants in common and in accordance with the provisions of Section 13.2(a) hereof13.2.A, undivided interests in such Partnership assets as the Liquidator deems not suitable for liquidation. (ii) . Any such distributions in in-kind shall be made only if, in the good faith judgment of the Liquidator, such distributions in in-kind are in the best interests interest of the Partners (including the Special Limited Partner)Partners, and shall be subject to such conditions relating to the disposition and management of such properties as the Liquidator deems reasonable and equitable and to any agreements governing the operation of such properties at such time. (iii) . The Liquidator shall determine the fair market value of any property distributed in kind using such reasonable method of valuation as it may adopt. (c) In the discretion of the Liquidator, a pro rata portion of the distributions that would otherwise be made to the General Partner, the Limited Partners and the Special Limited Partner pursuant to this Article 13 may be: (A) distributed to a trust established for the benefit of the General Partner, the Limited Partners and the Special Limited Partner for the purposes of liquidating Partnership assets, collecting amounts owed to the Partnership, and paying any contingent or unforeseen liabilities or obligations of the Partnership or the General Partner arising out of or in connection with the Partnership; the assets of any such trust shall be distributed to the General Partner, the Limited Partners and the Special Limited Partner from time to time, in the reasonable discretion of the Liquidator, in the same proportions as the amount distributed to such trust by the Partnership would otherwise have been distributed to the General Partner, the Limited Partners and the Special Limited Partner pursuant to this Agreement; or (B) withheld or escrowed to provide a reasonable reserve for Partnership liabilities (contingent or otherwise) and to reflect the unrealized portion of any installment obligations owed to the Partnership, provided that such withheld or escrowed amounts shall be distributed to the General Partner, the Limited Partners and the Special Limited Partner in the manner and order of priority set forth in Section 13.2(a), as soon as practicable.

Winding Up. (i) A. Upon the occurrence of a Liquidating Event, the Partnership shall continue solely for the purposes of winding up its affairs in an orderly manner, liquidating its assets, and satisfying the claims of its creditors and Partners. (ii) . No Partner shall take any action that is inconsistent with, or not necessary to or appropriate for, the winding up of the Partnership’s business and affairs. (iii) . The General Partner, Partner (or, if in the event there is no remaining General Partner, any Person elected by a Majority in Interest of the Limited Partners holding at least a “majority in interest” (the General Partner or such other Person being referred to herein as the “Liquidator”), ) shall be responsible for overseeing the winding winding-up and dissolution of the Partnership and shall take full account of the Partnership’s liabilities and property and the Partnership property shall be liquidated as promptly as is consistent with obtaining the fair value thereof, and the proceeds therefrom (which may, to the extent determined by the General Partner, include shares of common stock or other securities of in the General Partner) shall be applied and distributed in the following order: (A1) First, to the payment and discharge of all of the Partnership’s debts and liabilities to creditors other than the Partners; (B2) Second, to the payment and discharge of all of the Partnership’s debts and liabilities to the General Partner; (C3) Third, to the payment and discharge of all of the Partnership’s debts and liabilities to the other Partners; and (D4) the The balance, if any, shall be distributed to all the General Partner and Limited Partners (including the Special Limited Partner) with positive Capital Accounts in accordance with their respective positive Capital Account balances balances, determined after giving effect to taking into account all allocations in Exhibit B and Capital Account adjustments for all prior distributions under periods and the Partnership taxable year during which the liquidation occurs (other than those made as a result of the liquidating distribution set forth in this Section 5.1. (iv) 13.2.A(4)). The General Partner shall not receive any additional compensation for any services performed pursuant to this Article 1313 other than reimbursement of its expenses as provided in Section 7.4. (v) Any distributions pursuant to this Section 13.2(a) shall be made by the end of the Partnership’s taxable year in which the liquidation occurs (or, if later, within 90 days after the date of the liquidation). (i) B. Notwithstanding the provisions of Section 13.2(a) hereof 13.2.A which require liquidation of the assets of the Partnership, but subject to the order of priorities set forth therein, if prior to or upon dissolution of the Partnership the Liquidator determines that an immediate sale of part or all of the Partnership’s assets would be impractical or would cause undue loss to the Partners (including the Special Limited Partner)Partners, the Liquidator may, in its sole and absolute discretion, defer for a reasonable time the liquidation of any asset assets except those necessary to satisfy liabilities of the Partnership (including to those Partners, including the Special Limited Partner, Partners as creditors) or and/or distribute to the Partners (including the Special Limited Partner)Partners, in lieu of cash, as tenants in common and in accordance with the provisions of Section 13.2(a) hereof13.2.A, undivided interests in such Partnership assets as the Liquidator deems not suitable for liquidation. (ii) . Any such distributions in in-kind shall be made only if, in the good faith judgment of the Liquidator, such distributions in in-kind are in the best interests interest of the Partners (including the Special Limited Partner)Partners, and shall be subject to such conditions relating to the disposition and management of such properties as the Liquidator deems reasonable and equitable and to any agreements governing the operation of such properties at such time. (iii) . The Liquidator shall determine the fair market value of any property distributed in kind using such reasonable method of valuation as it may adopt. (c) In the discretion of the Liquidator, a pro rata portion of the distributions that would otherwise be made to the General Partner, the Limited Partners and the Special Limited Partner pursuant to this Article 13 may be: (A) distributed to a trust established for the benefit of the General Partner, the Limited Partners and the Special Limited Partner for the purposes of liquidating Partnership assets, collecting amounts owed to the Partnership, and paying any contingent or unforeseen liabilities or obligations of the Partnership or the General Partner arising out of or in connection with the Partnership; the assets of any such trust shall be distributed to the General Partner, the Limited Partners and the Special Limited Partner from time to time, in the reasonable discretion of the Liquidator, in the same proportions as the amount distributed to such trust by the Partnership would otherwise have been distributed to the General Partner, the Limited Partners and the Special Limited Partner pursuant to this Agreement; or (B) withheld or escrowed to provide a reasonable reserve for Partnership liabilities (contingent or otherwise) and to reflect the unrealized portion of any installment obligations owed to the Partnership, provided that such withheld or escrowed amounts shall be distributed to the General Partner, the Limited Partners and the Special Limited Partner in the manner and order of priority set forth in Section 13.2(a), as soon as practicable.

Winding Up. (ia) Upon the occurrence of a Liquidating Event, the Partnership shall continue solely for the purposes of winding up its affairs in an orderly manner, liquidating its assets, and satisfying the claims of its creditors and Partners. (ii) . No Partner shall take any action that is inconsistent with, or not necessary to or appropriate for, the winding up of the Partnership’s business and affairs. (iii) . The General Partner, or, if in the event there is no remaining General Partner, any Person elected by a majority of the Percentage Interests of the Limited Partners holding at least a “majority in interest” (the General Partner or such other Person being referred to herein as the “Liquidator”), shall be responsible for overseeing the winding up and dissolution of the Partnership and shall take full account of the Partnership’s liabilities and property and the Partnership property shall be liquidated as promptly as is consistent with obtaining the fair value thereof, and the proceeds therefrom (which may, to the extent determined by the General Partner, include shares of common stock or other securities REIT Shares of the General PartnerCompany) shall be applied and distributed in the following order: (Ai) First, to the payment and discharge in satisfaction of all of the Partnership’s debts and liabilities to creditors other than the PartnersPartners (whether by payment or the making of reasonable provision for payment thereof); (Bii) Second, to the payment and discharge of all of the Partnership’s debts and liabilities to the General Partner; (Ciii) Third, to the payment and discharge of all of the Partnership’s debts and liabilities to the other Partners; and (Div) the The balance, if any, shall be distributed to all the General Partner and Limited Partners (including the Special Limited Partner) with positive Capital Accounts in accordance with their respective positive Capital Account balances Accounts, after giving effect to all contributions, distributions, and allocations in Exhibit B and for all prior distributions under Section 5.1. (iv) periods. The General Partner shall not receive any additional compensation for any services performed pursuant to this Article 13. (v) Any distributions pursuant to this Section 13.2(a) shall be made by the end of the Partnership’s taxable year in which the liquidation occurs (or, if later, within 90 days after the date of the liquidation). (ib) Notwithstanding the provisions of Section 13.2(a) hereof which require liquidation of the assets of the Partnership, but subject to the order of priorities set forth therein, if prior to or upon dissolution of the Partnership the Liquidator determines that an immediate sale of part or all of the Partnership’s assets would be impractical or would cause undue loss to the Partners (including the Special Limited Partner)Partners, the Liquidator may, in its sole and absolute discretion, defer for a reasonable time the liquidation of any asset assets except those necessary to satisfy liabilities of the Partnership (including to those Partners, including the Special Limited Partner, Partners as creditors) or and/or distribute to the Partners (including the Special Limited Partner)Partners, in lieu of cash, as tenants in common and in accordance with the provisions of Section 13.2(a) hereof), undivided interests in such Partnership assets as the Liquidator deems not suitable for liquidation. (ii) . Any such distributions in kind shall be made only if, in the good faith judgment of the Liquidator, such distributions in kind are in the best interests interest of the Partners (including the Special Limited Partner)Partners, and shall be subject to such conditions relating to the disposition and management of such properties as the Liquidator deems reasonable and equitable and to any agreements governing the operation of such properties at such time. (iii) . The Liquidator shall determine the fair market value of any property distributed in kind using such reasonable method of valuation as it may adopt. (c) In the discretion of the Liquidator, a pro rata portion of the distributions that would otherwise be made to the General Partner, the Partner and Limited Partners and the Special Limited Partner pursuant to this Article 13 may be: (Ai) distributed to a trust established for the benefit of the General Partner, the Partner and Limited Partners and the Special Limited Partner for the purposes of liquidating Partnership assets, collecting amounts owed to the Partnership, and paying any contingent or unforeseen liabilities or obligations of the Partnership or the General Partner arising out of or in connection with the Partnership; the . The assets of any such trust shall be distributed to the General Partner, the Partner and Limited Partners and the Special Limited Partner from time to time, in the reasonable discretion of the Liquidator, in the same proportions as the amount distributed to such trust by the Partnership would otherwise have been distributed to the General Partner, the Partner and Limited Partners and the Special Limited Partner pursuant to this Agreement; or (Bii) withheld or escrowed to provide a reasonable reserve for Partnership liabilities (contingent or otherwise) and to reflect the unrealized portion of any installment obligations owed to the Partnership; provided, provided however, that such withheld or escrowed amounts shall be distributed to the General Partner, the Partner and Limited Partners and the Special Limited Partner in the manner and order of priority set forth in Section 13.2(a), ) as soon as practicable.

Winding Up. (i) A. Upon the occurrence of a Liquidating Event, the Partnership shall continue solely for the purposes of winding up its affairs in an orderly manner, liquidating its assets, and satisfying the claims of its creditors and Partners. (ii) . No Partner shall take any action that is inconsistent with, or not necessary to or appropriate for, the winding up of the Partnership’s business and affairs. (iii) . The General Partner, or, if in the event there is no remaining General Partner, any Person elected by a majority of the Percentage Interests of the Limited Partners holding at least a “majority in interest” (the General Partner or such other Person being referred to herein as the “Liquidator”), shall be responsible for overseeing the winding up and dissolution of the Partnership and shall take full account of the Partnership’s liabilities and property and the Partnership property shall be liquidated as promptly as is consistent with obtaining the fair value thereof, and the proceeds therefrom (which may, to the extent determined by the General Partner, include shares of common stock or other securities REIT Shares of the General PartnerCompany) shall be applied and distributed in the following order: (A1) First, to the payment and discharge in satisfaction of all of the Partnership’s debts and liabilities to creditors other than the PartnersPartners (whether by payment or the making of reasonable provision for payment thereof); (B2) Second, to the payment and discharge of all of the Partnership’s debts and liabilities to the General Partner; (C3) Third, to the payment and discharge of all of the Partnership’s debts and liabilities to the other Partners; and (D4) the The balance, if any, shall be distributed to all the General Partner and Limited Partners (including the Special Limited Partner) with positive Capital Accounts in accordance with their respective positive Capital Account balances Accounts, after giving effect to all contributions, distributions, and allocations in Exhibit B and for all prior distributions under Section 5.1. (iv) periods. The General Partner shall not receive any additional compensation for any services performed pursuant to this Article 13. (v) Any distributions pursuant to this Section 13.2(a) shall be made by the end of the Partnership’s taxable year in which the liquidation occurs (or, if later, within 90 days after the date of the liquidation). (i) B. Notwithstanding the provisions of Section 13.2(a) 13.2.A hereof which require liquidation of the assets of the Partnership, but subject to the order of priorities set forth therein, if prior to or upon dissolution of the Partnership the Liquidator determines that an immediate sale of part or all of the Partnership’s assets would be impractical or would cause undue loss to the Partners (including the Special Limited Partner)Partners, the Liquidator may, in its sole and absolute discretion, defer for a reasonable time the liquidation of any asset assets except those necessary to satisfy liabilities of the Partnership (including to those Partners, including the Special Limited Partner, Partners as creditors) or and/or distribute to the Partners (including the Special Limited Partner)Partners, in lieu of cash, as tenants in common and in accordance with the provisions of Section 13.2(a) 13.2.A hereof, undivided interests in such Partnership assets as the Liquidator deems not suitable for liquidation. (ii) . Any such distributions in kind shall be made only if, in the good faith judgment of the Liquidator, such distributions in kind are in the best interests interest of the Partners (including the Special Limited Partner)Partners, and shall be subject to such conditions relating to the disposition and management of such properties as the Liquidator deems reasonable and equitable and to any agreements governing the operation of such properties at such time. (iii) . The Liquidator shall determine the fair market value of any property distributed in kind using such reasonable method of valuation as it may adopt. (c) C. In the discretion of the Liquidator, a pro rata portion of the distributions that would otherwise be made to the General Partner, the Partner and Limited Partners and the Special Limited Partner pursuant to this Article 13 may be: (A1) distributed to a trust established for the benefit of the General Partner, the Partner and Limited Partners and the Special Limited Partner for the purposes of liquidating Partnership assets, collecting amounts owed to the Partnership, and paying any contingent or unforeseen liabilities or obligations of the Partnership or the General Partner arising out of or in connection with the Partnership; the . The assets of any such trust shall be distributed to the General Partner, the Partner and Limited Partners and the Special Limited Partner from time to time, in the reasonable discretion of the Liquidator, in the same proportions as the amount distributed to such trust by the Partnership would otherwise have been distributed to the General Partner, the Partner and Limited Partners and the Special Limited Partner pursuant to this Agreement; or (B2) withheld or escrowed to provide a reasonable reserve for Partnership liabilities (contingent or otherwise) and to reflect the unrealized portion of any installment obligations owed to the Partnership; provided, provided that such withheld or escrowed amounts shall be distributed to the General Partner, the Partner and Limited Partners and the Special Limited Partner in the manner and order of priority set forth in Section 13.2(a), 13.2.A as soon as practicable.

Winding Up. (i) A. Upon the occurrence of a Liquidating Event, the Partnership shall continue solely for the purposes of winding up its affairs in an orderly manner, liquidating its assets, and satisfying the claims of its creditors and Partners. (ii) . No Partner shall take any action that is inconsistent with, or not necessary to or appropriate for, the winding up of the Partnership’s business and affairs. (iii) . The General Partner, or, if in the event there is no remaining General Partner, any Person elected by a majority of the Percentage Interests of the Limited Partners holding at least a “majority in interest” (the General Partner or such other Person being referred to herein as the “Liquidator”), shall be responsible for overseeing the winding up and dissolution of the Partnership and shall take full account of the Partnership’s liabilities and property and the Partnership property shall be liquidated as promptly as is consistent with obtaining the fair value thereof, and the proceeds therefrom (which may, to the extent determined by the General PartnerLiquidator and approved by the Board of Directors, include shares of common stock or other securities OP Units of the General PartnerOperating Partnership) shall be applied and distributed in the following order: (A1) First, to the payment and discharge in satisfaction of all of the Partnership’s debts Debts and liabilities to creditors other than the PartnersPartners (whether by payment or the making of reasonable provision for payment thereof); (B2) Second, to the payment and discharge of all of the Partnership’s debts Debts and liabilities to the General PartnerPartner (whether by payment or the making of reasonable provision for payment thereof), including, but not limited to, amounts due as reimbursements under Section 7.4; (C3) Third, to the payment and discharge of all of the Partnership’s debts Debts and liabilities to the other Partners; and (D4) the The balance, if any, shall be distributed to all the Partners (including the Special Limited Partner) with positive Capital Accounts in accordance with their respective positive Capital Account balances Accounts, after giving effect to all contributions, distributions, and allocations in Exhibit B and for all prior distributions under Section 5.1. (iv) periods. The General Partner shall not receive any additional compensation for any services performed pursuant to this Article 13. (v) Any distributions pursuant to this Section 13.2(a) shall be made by the end of the Partnership’s taxable year in which the liquidation occurs (or, if later, within 90 days after the date of the liquidation). (i) B. Notwithstanding the provisions of Section 13.2(a13.2(A) hereof which require liquidation of the assets of the Partnership, but subject to the order of priorities set forth therein, if prior to or upon dissolution of the Partnership the Liquidator Liquidator, following the direction and approval of the Board of Directors, determines that an immediate sale of part or all of the Partnership’s assets would be impractical or would cause undue loss to the Partners (including the Special Limited Partner)Partners, the Liquidator may, in its sole and absolute discretion, may defer for a reasonable time the liquidation of any asset assets except those necessary to satisfy liabilities of the Partnership (including to those Partners, including the Special Limited Partner, Partners as creditors) or and/or distribute to the Partners (including the Special Limited Partner)Partners, in lieu of cash, as tenants in common and in accordance with the provisions of Section 13.2(a13.2(A) hereof, undivided interests in such Partnership assets as the Liquidator deems not suitable for liquidation. (ii) . Any such distributions in kind shall be made only if, in the good faith judgment of the Liquidator, following the direction and approval of the Board of Directors, such distributions in kind are in the best interests interest of the Partners (including the Special Limited Partner)Partners, and shall be subject to such conditions relating to the disposition and management of such properties as the Liquidator deems reasonable and equitable and to any agreements governing the operation of such properties at such time. (iii) . The Liquidator shall determine the fair market value of any property distributed in kind using such reasonable method of valuation as it may adopt. (c) C. In the discretion of the Liquidator, following the direction and approval of the Board of Directors, a pro rata portion of the distributions that would otherwise be made to the General Partner, the Limited Partners and the Special Limited Partner pursuant to this Article 13 may be: (A1) distributed to a trust established for the benefit of the General Partner, the Partner and Limited Partners and the Special Limited Partner for the purposes of liquidating Partnership assets, collecting amounts owed to the Partnership, and paying any contingent or unforeseen liabilities or obligations of the Partnership or the General Partner arising out of or in connection with the Partnership; the . The assets of any such trust shall be distributed to the General Partner, the Partner and Limited Partners and the Special Limited Partner from time to time, in the reasonable discretion of the Liquidator, following the direction and approval of the Board of Directors, in the same proportions as the amount distributed to such trust by the Partnership would otherwise have been distributed to the General Partner, the Partner and Limited Partners and the Special Limited Partner pursuant to this Agreement; or (B2) withheld or escrowed to provide a reasonable reserve for Partnership liabilities (contingent or otherwise) and to reflect the unrealized portion of any installment obligations owed to the Partnership; provided, provided that such withheld or escrowed amounts shall be distributed to the General Partner, the Partner and Limited Partners and the Special Limited Partner in the manner and order of priority set forth in Section 13.2(a), 13.2(A) as soon as practicable.

Winding Up. (i) Upon the occurrence of a Liquidating Event, the Partnership shall continue solely for the purposes of winding up its affairs in an orderly manner, liquidating its assets, and satisfying the claims of its creditors and Partners. (ii) No Partner shall take any action that is inconsistent with, or not necessary to or appropriate for, the winding up of the Partnership’s business and affairs. (iii) The General Partner, or, if in the event there is no remaining General Partner, any Person elected unanimously by the Limited Partners holding at least a “majority in interest” (the General Partner or such other Person being referred to herein as the “Liquidator”), shall be responsible for overseeing the winding up and dissolution of the Partnership and shall take full account of the Partnership’s liabilities and property and the Partnership property shall be liquidated as promptly as is consistent with obtaining the fair value thereof, and the proceeds therefrom (which may, to the extent determined by the General Partner, include shares of common stock or other securities of the General Partner) shall be applied and distributed in the following order: (A) First, to the payment and discharge of all of the Partnership’s debts and liabilities to creditors other than the Partners; (B) Second, to the payment and discharge of all of the Partnership’s debts and liabilities to the General Partner; (C) Third, to the payment and discharge of all of the Partnership’s debts and liabilities to the other Partners; and (D) the balance, if any, shall be distributed to all Partners (including the Special Limited Partner) with positive Capital Accounts in accordance with their respective positive Capital Account balances after giving effect to all allocations in Exhibit B and all prior distributions under Section 5.1Accounts. (iv) The General Partner shall not receive any additional compensation for any services performed pursuant to this Article 13. (v) Any distributions pursuant to this Section 13.2(a) shall be made by the end of the Partnership’s taxable year in which the liquidation occurs (or, if later, within 90 days after the date of the liquidation). (b) (i) Notwithstanding the provisions of Section 13.2(a) hereof which require liquidation of the assets of the Partnership, but subject to the order of priorities set forth therein, if prior to or upon dissolution of the Partnership the Liquidator determines that an immediate sale of part or all of the Partnership’s assets would be impractical or would cause undue loss to the Partners (including the Special Limited Partner)Partners, the Liquidator may, in its sole and absolute discretion, defer for a reasonable time the liquidation of any asset except those necessary to satisfy liabilities of the Partnership (including to those Partners, including the Special Limited Partner, Partners as creditors) or distribute to the Partners (including the Special Limited Partner)Partners, in lieu of cash, as tenants in common and in accordance with the provisions of Section 13.2(a) hereof, undivided interests in such Partnership assets as the Liquidator deems not suitable for liquidation. (ii) Any such distributions in kind shall be made only if, in the good faith judgment of the Liquidator, such distributions in kind are in the best interests of the Partners (including the Special Limited Partner), and shall be subject to such conditions relating to the disposition and management of such properties as the Liquidator deems reasonable and equitable and to any agreements governing the operation of such properties at such time. (iii) The Liquidator shall determine the fair market value of any property distributed in kind using such reasonable method of valuation as it may adopt. (c) In the discretion of the Liquidator, a pro rata portion of the distributions that would otherwise be made to the General Partner, the Limited Partners and the Special Limited Partner pursuant to this Article 13 may be: (A) distributed to a trust established for the benefit of the General Partner, the Limited Partners and the Special Limited Partner for the purposes of liquidating Partnership assets, collecting amounts owed to the Partnership, and paying any contingent or unforeseen liabilities or obligations of the Partnership or the General Partner arising out of or in connection with the Partnership; the assets of any such trust shall be distributed to the General Partner, the Limited Partners and the Special Limited Partner from time to time, in the reasonable discretion of the Liquidator, in the same proportions as the amount distributed to such trust by the Partnership would otherwise have been distributed to the General Partner, the Limited Partners and the Special Limited Partner pursuant to this Agreement; or (B) withheld or escrowed to provide a reasonable reserve for Partnership liabilities (contingent or otherwise) and to reflect the unrealized portion of any installment obligations owed to the Partnership, provided that such withheld or escrowed amounts shall be distributed to the General Partner, the Limited Partners and the Special Limited Partner in the manner and order of priority set forth in Section 13.2(a), as soon as practicable.

Winding Up. (i) A. Upon the occurrence of a Liquidating Event, the Partnership shall continue solely for the purposes of winding up its affairs in an orderly manner, liquidating its assets, and satisfying the claims of its creditors and Partners. (ii) . No Partner shall take any action that is inconsistent with, or not necessary to or appropriate for, the winding up of the Partnership’s business and affairs. (iii) . The General Partner, Partner (or, if in the event there is no remaining General Partner, any Person elected by a Majority in Interest of the Limited Partners holding at least a “majority in interest” (the General Partner or such other Person being referred to herein as the “Liquidator”), ) shall be responsible for overseeing the winding up and dissolution of the Partnership and shall take full account of the Partnership’s liabilities and property and the Partnership property shall be liquidated as promptly as is consistent with obtaining the fair value thereof, and the proceeds therefrom (which may, to the extent determined by the General Partner, include shares of common stock or other securities of in the General Partner) shall be applied and distributed in the following order: (A1) First, to the payment and discharge of all of the Partnership’s debts and liabilities to creditors other than the Partners; (B2) Second, to the payment and discharge of all of the Partnership’s debts and liabilities to the General Partner; (C3) Third, to the payment and discharge of all of the Partnership’s debts and liabilities to the other Partners; and (D4) the The balance, if any, shall be distributed to all the General Partner and Limited Partners (including the Special Limited Partner) with positive Capital Accounts in accordance with their respective positive Capital Account balances balances, determined after giving effect to taking into account all allocations in Exhibit B and Capital Account adjustments for all prior distributions under periods and the Partnership taxable year during which the liquidation occurs (other than those made as a result of the liquidating distribution set forth in this Section 5.1. (iv) 13.2.A(4)). The General Partner shall not receive any additional compensation for any services performed pursuant to this Article 1313 other than reimbursement of its expenses as provided in Section 7.4. (v) Any distributions pursuant to this Section 13.2(a) shall be made by the end of the Partnership’s taxable year in which the liquidation occurs (or, if later, within 90 days after the date of the liquidation). (i) B. Notwithstanding the provisions of Section 13.2(a) hereof 13.2.A which require liquidation of the assets of the Partnership, but subject to the order of priorities set forth therein, if prior to or upon dissolution of the Partnership the Liquidator determines that an immediate sale of part or all of the Partnership’s assets would be impractical or would cause undue loss to the Partners (including the Special Limited Partner)Partners, the Liquidator may, in its sole and absolute discretion, defer for a reasonable time the liquidation of any asset assets except those necessary to satisfy liabilities of the Partnership (including to those Partners, including the Special Limited Partner, Partners as creditors) or and/or distribute to the Partners (including the Special Limited Partner)Partners, in lieu of cash, as tenants in common and in accordance with the provisions of Section 13.2(a) hereof13.2.A, undivided interests in such Partnership assets as the Liquidator deems not suitable for liquidation. (ii) . Any such distributions in in-kind shall be made only if, in the good faith judgment of the Liquidator, such distributions in in-kind are in the best interests interest of the Partners (including the Special Limited Partner)Partners, and shall be subject to such conditions relating to the disposition and management of such properties as the Liquidator deems reasonable and equitable and to any agreements governing the operation of such properties at such time. (iii) . The Liquidator shall determine the fair market value of any property distributed in kind using such reasonable method of valuation as it may adopt. (c) In the discretion of the Liquidator, a pro rata portion of the distributions that would otherwise be made to the General Partner, the Limited Partners and the Special Limited Partner pursuant to this Article 13 may be: (A) distributed to a trust established for the benefit of the General Partner, the Limited Partners and the Special Limited Partner for the purposes of liquidating Partnership assets, collecting amounts owed to the Partnership, and paying any contingent or unforeseen liabilities or obligations of the Partnership or the General Partner arising out of or in connection with the Partnership; the assets of any such trust shall be distributed to the General Partner, the Limited Partners and the Special Limited Partner from time to time, in the reasonable discretion of the Liquidator, in the same proportions as the amount distributed to such trust by the Partnership would otherwise have been distributed to the General Partner, the Limited Partners and the Special Limited Partner pursuant to this Agreement; or (B) withheld or escrowed to provide a reasonable reserve for Partnership liabilities (contingent or otherwise) and to reflect the unrealized portion of any installment obligations owed to the Partnership, provided that such withheld or escrowed amounts shall be distributed to the General Partner, the Limited Partners and the Special Limited Partner in the manner and order of priority set forth in Section 13.2(a), as soon as practicable.

Winding Up. (i) A. Upon the occurrence of a Liquidating Event, the Partnership shall continue solely for the purposes of winding up its affairs in an orderly manner, liquidating its assets, and satisfying the claims of its creditors and Partners. (ii) . No Partner shall take any action that is inconsistent with, or not necessary to or appropriate for, the winding up of the Partnership’s business and affairs. (iii) . The General Partner, Partner (or, if in the event there is no remaining General Partner, any Person elected by a Majority in Interest of the Limited Partners holding at least a “majority in interest” (the General Partner or such other Person being referred to herein as the “Liquidator”), ) shall be responsible for overseeing the winding up and dissolution of the Partnership and shall take full account of the Partnership’s liabilities and property assets and the Partnership property shall be liquidated as promptly as is consistent with obtaining the fair value thereof, and the proceeds therefrom (which may, to the extent determined by the General Partner, include shares of common stock or other securities equity interests of the General Partner) shall be applied and distributed in the following order: (A1) First, to the payment and discharge of all of the Partnership’s debts and liabilities to creditors other than the Partners; (B2) Second, to the payment and discharge of all of the Partnership’s debts and liabilities to the General Partner; (C3) Third, to the payment and discharge of all of the Partnership’s debts and liabilities to the other Partners; and (D4) the The balance, if any, shall be distributed to all the Partners (including the Special Limited Partner) with positive Capital Accounts in accordance with their respective positive Capital Account balances balances, determined after giving effect to all allocations contributions and distributions for all periods, and after taking into account all Capital Account adjustments for the Partnership taxable year during which the liquidation occurs (other than those made as a result of the liquidating distribution set forth in Exhibit B and all prior distributions under this Section 5.1. (iv) 13.2.A(4)). The General Partner shall not receive any additional compensation for any services performed pursuant to this Article 1313 other than reimbursement of its expenses as provided in Section 7.4. (v) Any distributions pursuant to this Section 13.2(a) shall be made by the end of the Partnership’s taxable year in which the liquidation occurs (or, if later, within 90 days after the date of the liquidation). (i) B. Notwithstanding the provisions of Section 13.2(a) 13.2.A hereof which require liquidation of the assets of the Partnership, but subject to the order of priorities set forth therein, if prior to or upon dissolution of the Partnership the Liquidator determines that an immediate sale of part or all of the Partnership’s assets would be impractical or would cause undue loss to the Partners (including the Special Limited Partner)Partners, the Liquidator may, in its sole and absolute discretion, defer for a reasonable time the liquidation of any asset assets except those necessary to satisfy liabilities of the Partnership (including to those Partners, including the Special Limited Partner, Partners as creditors) or and/or distribute to the Partners (including the Special Limited Partner)Partners, in lieu of cash, as tenants in common and in accordance with the provisions of Section 13.2(a) 13.2.A hereof, undivided interests in such Partnership assets as the Liquidator deems not suitable for liquidation. (ii) . Any such distributions in kind shall be made only if, in the good faith judgment of the Liquidator, such distributions in kind are in the best interests interest of the Partners (including the Special Limited Partner)Partners, and shall be subject to such conditions relating to the disposition and management of such properties as the Liquidator deems reasonable and equitable and to any agreements governing the operation of such properties at such time. (iii) . The Liquidator shall determine the fair market value of any property distributed in kind using such reasonable method of valuation as it may adopt. (c) In the discretion of the LiquidatorC. The Partnership shall be terminated when any notes received in connection with any such sale or other disposition referenced in Section 13.1.E above, a pro rata portion of the distributions that would otherwise be made to the General Partner, the Limited Partners and the Special Limited Partner pursuant to this Article 13 may be: (A) distributed to a trust established for the benefit of the General Partner, the Limited Partners and the Special Limited Partner for the purposes of liquidating Partnership assets, collecting amounts owed to the Partnership, and paying any contingent or unforeseen liabilities or obligations of the Partnership or the General Partner arising out of or in connection with the Partnership; the assets of any such trust shall be distributed to the General Partner, the Limited Partners and the Special Limited Partner from time to time, in the reasonable discretion liquidation of the Liquidator, in the same proportions as the amount distributed to such trust by the Partnership would otherwise have been paid and all of the cash or property available for application and distribution under this Agreement have been applied and distributed to the General Partner, the Limited Partners and the Special Limited Partner pursuant to in accordance with this Agreement; or (B) withheld or escrowed to provide a reasonable reserve for Partnership liabilities (contingent or otherwise) and to reflect the unrealized portion of any installment obligations owed to the Partnership, provided that such withheld or escrowed amounts shall be distributed to the General Partner, the Limited Partners and the Special Limited Partner in the manner and order of priority set forth in Section 13.2(a), as soon as practicable.

Winding Up. (i) A. Upon the occurrence of a Liquidating Event, the Partnership shall continue solely for the purposes of winding up its affairs in an orderly manner, liquidating its assets, and satisfying the claims of its creditors and Partners. (ii) . No Partner shall take any action that is inconsistent with, or not necessary to or appropriate for, the winding up of the Partnership’s business and affairs. (iii) . The General Partner, Partner (or, if in the event there is no remaining General Partner, any Person elected by a Majority in Interest of the Limited Partners holding at least a “majority in interest” (the General Partner or such other Person being referred to herein as the “Liquidator”), ) shall be responsible for overseeing the winding up and dissolution of the Partnership and shall take full account of the Partnership’s liabilities and property assets and the Partnership property shall be liquidated as promptly as is consistent with obtaining the fair value thereof, and the proceeds therefrom (which may, to the extent determined by the General Partner, include shares of common stock or other securities of the General Partner) shall be applied and distributed in the following order: (Ai) First, to the payment and discharge of all of the Partnership’s debts and liabilities to creditors other than the Partners; (Bii) Second, to the payment and discharge of all of the Partnership’s debts and liabilities to the General Partner; (Ciii) Third, to the payment and discharge of all of the Partnership’s debts and liabilities to the other Partners; and (Div) the The balance, if any, shall be distributed to all the Partners (including the Special Limited Partner) with positive Capital Accounts in accordance with their respective positive Capital Account balances determined after giving effect to all allocations contributions and distributions for all periods, and after taking into account all Capital Account adjustments for the Partnership taxable year during which the liquidation occurs (other than those made as a result of the liquidating distribution set forth in Exhibit B and all prior distributions under this Section 5.1. (iv) 13.2.A(iv)). The General Partner shall not receive any additional compensation for any services performed pursuant to this Article 1313 other than reimbursement of its expenses as provided in Section 7.4. (v) Any distributions pursuant to this Section 13.2(a) shall be made by the end of the Partnership’s taxable year in which the liquidation occurs (or, if later, within 90 days after the date of the liquidation). (i) B. Notwithstanding the provisions of Section 13.2(a) hereof 13.2.A which require liquidation of the assets of the Partnership, but subject to the order of priorities set forth therein, if prior to or upon dissolution of the Partnership the Liquidator determines that an immediate sale of part or all of the Partnership’s assets would be impractical or would cause undue loss to the Partners (including the Special Limited Partner)Partners, the Liquidator may, in its sole and absolute discretion, defer for a reasonable time the liquidation of any asset assets except those necessary to satisfy liabilities of the Partnership (including to those Partners, including the Special Limited Partner, Partners as creditors) or and/or distribute to the Partners (including the Special Limited Partner)Partners, in lieu of cash, as tenants in common and in accordance with the provisions of Section 13.2(a) hereof13.2.A, undivided interests in such Partnership assets as the Liquidator deems not suitable for liquidation. (ii) . Any such distributions in kind shall be made only if, in the good faith judgment of the Liquidator, such distributions in kind are in the best interests interest of the Partners (including the Special Limited Partner)Partners, and shall be subject to such conditions relating to the disposition and management of such properties as the Liquidator deems reasonable and equitable and to any agreements governing the operation of such properties at such time. (iii) . The Liquidator shall determine the fair market value of any property distributed in kind using such reasonable method of valuation as it may adopt. (c) In the discretion of the LiquidatorC. The Partnership shall be terminated when any notes received in connection with any such sale or disposition referenced in Section 13.1.E above, a pro rata portion of the distributions that would otherwise be made to the General Partner, the Limited Partners and the Special Limited Partner pursuant to this Article 13 may be: (A) distributed to a trust established for the benefit of the General Partner, the Limited Partners and the Special Limited Partner for the purposes of liquidating Partnership assets, collecting amounts owed to the Partnership, and paying any contingent or unforeseen liabilities or obligations of the Partnership or the General Partner arising out of or in connection with the Partnership; the assets of any such trust shall be distributed to the General Partner, the Limited Partners and the Special Limited Partner from time to time, in the reasonable discretion liquidation of the Liquidator, in the same proportions as the amount distributed to such trust by the Partnership would otherwise have been paid and all of the cash or property available for application and distribution under this Agreement have been applied and distributed to the General Partner, the Limited Partners and the Special Limited Partner pursuant to in accordance with this Agreement; or (B) withheld or escrowed to provide a reasonable reserve for Partnership liabilities (contingent or otherwise) and to reflect the unrealized portion of any installment obligations owed to the Partnership, provided that such withheld or escrowed amounts shall be distributed to the General Partner, the Limited Partners and the Special Limited Partner in the manner and order of priority set forth in Section 13.2(a), as soon as practicable.

Winding Up. (ia) Upon the occurrence of a Liquidating Eventan event of dissolution described in Section 11.1(b) (and provided that no election to continue the Partnership has been made pursuant to Section 11.2), the Partnership shall continue solely for the purposes of winding up its affairs in an orderly manner, liquidating its assets, and satisfying the claims of its creditors and Partners. (ii) . No Partner shall take any action that is inconsistent with, or not necessary to or appropriate for, with the winding up of the Partnership’s business and affairs. (iii) . The General Partner, or, if there is no remaining General Partner, any Person elected by the Limited Partners holding at least a “majority in interest” (the General Partner or such other Person being referred to herein as the “Liquidator”), shall be responsible for overseeing the winding up and dissolution of the Partnership and shall take full account of the Partnership’s liabilities and property and shall handle the liquidation of the Partnership’s assets. The proceeds realized by the Partnership property shall be liquidated as promptly as is consistent with obtaining from the fair value thereof, and the proceeds therefrom (which may, to the extent determined by the General Partner, include shares liquidation of common stock or other securities of the General Partner) its assets shall be applied and distributed in the following order: (Ai) Firstfirst, to the payment and discharge of all of the Partnership’s debts and liabilities to creditors other than the Partners; (Bii) Secondsecond, to the payment and discharge of all any debts owed the Partners, including any Partnership Expenses paid by the General Partner on behalf of the Partnership’s debts and liabilities to Partnership for which the General Partner; (C) Third, to the payment and discharge of all of Partner has not been reimbursed by the Partnership’s debts and liabilities to the other Partners; and (Diii) the balance, if any, shall be distributed among the Partners in proportion to all Partners (including the Special Limited Partner) with positive Capital Accounts in accordance with their respective positive Capital Account balances after giving effect to all allocations in Exhibit B and all prior distributions under Section 5.1balances. (iv) The General Partner shall not receive any additional compensation for any services performed pursuant to this Article 13. (v) Any distributions pursuant to this Section 13.2(a) shall be made by the end of the Partnership’s taxable year in which the liquidation occurs (or, if later, within 90 days after the date of the liquidation). (ib) Notwithstanding the provisions of Section 13.2(a11.3(a) hereof which require liquidation of the assets of the Partnership, but subject to the order of priorities set forth therein, if prior to or upon dissolution of the Partnership the Liquidator determines that an immediate sale of part or all of the Partnership’s assets would be impractical or would cause undue loss to the Partners (including the Special Limited General Partner), the Liquidator may, in its sole and absolute discretion, defer may distribute Partnership assets in kind. In such a case, the assets to be distributed in kind shall be deemed to have been sold for a reasonable time their fair market value and, immediately prior to the liquidation of any asset except those necessary distribution, the Net Profit or Loss resulting from such deemed sale shall be allocated to satisfy liabilities the Capital Accounts of the Partnership (including Partners pursuant to those Partners, including the Special Limited Partner, as creditors) or distribute to the Partners (including the Special Limited Partner), in lieu of cash, as tenants in common and in accordance with the provisions of Section 13.2(a) Article VII hereof, undivided interests in such Partnership assets as the Liquidator deems not suitable for liquidation. (ii) Any . All such distributions in kind shall be made only if, in the good faith judgment of the Liquidator, such distributions in kind are in the best interests of among the Partners (including the Special Limited Partner), and shall be subject in proportion to such conditions relating to the disposition and management of such properties as the Liquidator deems reasonable and equitable and to any agreements governing the operation of such properties at such timetheir respective positive Capital Account balances. (iii) The Liquidator shall determine the fair market value of any property distributed in kind using such reasonable method of valuation as it may adopt. (c) In the discretion of the Liquidator, a pro rata portion of the distributions that would otherwise be made to the General Partner, the Limited Partners and the Special Limited Partner pursuant to this Article 13 may be: (A) distributed to a trust established for the benefit of the General Partner, the Limited Partners and the Special Limited Partner for the purposes of liquidating Partnership assets, collecting amounts owed to the Partnership, and paying any contingent or unforeseen liabilities or obligations of the Partnership or the General Partner arising out of or in connection with the Partnership; the assets of any such trust shall be distributed to the General Partner, the Limited Partners and the Special Limited Partner from time to time, in the reasonable discretion of the Liquidator, in the same proportions as the amount distributed to such trust by the Partnership would otherwise have been distributed to the General Partner, the Limited Partners and the Special Limited Partner pursuant to this Agreement; or (B) withheld or escrowed to provide a reasonable reserve for Partnership liabilities (contingent or otherwise) and to reflect the unrealized portion of any installment obligations owed to the Partnership, provided that such withheld or escrowed amounts shall be distributed to the General Partner, the Limited Partners and the Special Limited Partner in the manner and order of priority set forth in Section 13.2(a), as soon as practicable.

Winding Up. (i) A. Upon the occurrence of a Liquidating Event, the Partnership shall continue solely for the purposes of winding up its affairs in an orderly manner, liquidating its assets, and satisfying the claims of its creditors and Partners. (ii) . No Partner shall take any action that is inconsistent with, or not necessary to or appropriate for, the winding up of the Partnership’s 's business and affairs. (iii) . The General Partner, or, if in the event there is no remaining General Partner, any Person elected by the Limited Partners holding at least a “majority in interest” of the Limited Partnership Interests (the General Partner or such other Person being referred to herein as the “"Liquidator”"), shall be responsible for overseeing the winding up and dissolution of the Partnership and shall take full account of the Partnership’s 's liabilities and property and the Partnership property shall be liquidated as promptly as is consistent with obtaining the fair value thereof, and the proceeds therefrom (which may, to the extent determined by the General Partner, include shares of common stock beneficial interest or other securities of the General PartnerCompany) shall be applied and distributed in the following order: (Ai) First, to the payment and discharge of all of the Partnership’s 's debts and liabilities to creditors other than the Partners; (Bii) Second, to the payment and discharge of all of the Partnership’s 's debts and liabilities to the General Partner; (Ciii) Third, to the payment and discharge of all of the Partnership’s 's debts and liabilities to the other Partners; (iv) Fourth, to the General Partner and Limited Partners to the extent of and in accordance with the positive balances in their Capital Accounts, after giving effect to all contributions, distributions, and allocations for all periods; and (Dv) the The balance, if any, shall be distributed to all the Partners (including the Special Limited Partner) with positive Capital Accounts in accordance with according to their respective positive Capital Account balances after giving effect to all allocations in Exhibit B and all prior distributions under Section 5.1. (iv) Percentage Interests. The General Partner shall not receive any additional compensation for any services performed pursuant to this Article 13. (v) Any distributions pursuant to this Section 13.2(a) shall be made by the end of the Partnership’s taxable year in which the liquidation occurs (or, if later, within 90 days after the date of the liquidation). (i) B. Notwithstanding the provisions of Section 13.2(a) 13.2A hereof which require liquidation of the assets of the Partnership, but subject to the order of priorities set forth therein, if prior to or upon dissolution of the Partnership the Liquidator determines that an immediate sale of part or all of the Partnership’s 's assets would be impractical or would cause undue loss to the Partners (including the Special Limited Partner)Partners, the Liquidator may, in its sole and absolute discretion, defer for a reasonable time the liquidation of any asset except those necessary to satisfy liabilities of the Partnership (including to those Partners, including the Special Limited Partner, Partners as creditors) or and/or distribute to the Partners (including the Special Limited Partner)Partners, in lieu of cash, as tenants in common and in accordance with the provisions of Section 13.2(a) 13.2A hereof, undivided interests in such Partnership assets as the Liquidator deems not suitable for liquidation. (ii) . Any such distributions in kind shall be made only if, in the good faith judgment of the Liquidator, such distributions in kind are in the best interests of the Partners (including the Special Limited Partner)Partners, and shall be subject to such conditions relating to the disposition and management of such properties as the Liquidator deems reasonable and equitable and to any agreements governing the operation of such properties at such time. (iii) . The Liquidator shall determine the fair market value of any property distributed in kind using such reasonable method of valuation as it may adopt. (c) C. In the discretion of the Liquidator, a pro rata portion of the distributions that would otherwise be made to the General Partner, the Partner and Limited Partners and the Special Limited Partner pursuant to this Article 13 may be: (A1) distributed to a trust established for the benefit of the General Partner, the Partner and Limited Partners and the Special Limited Partner for the purposes of liquidating Partnership assets, collecting amounts owed to the Partnership, and paying any contingent or unforeseen liabilities or obligations of the Partnership or the General Partner arising out of or in connection with the Partnership; the . The assets of any such trust shall be distributed to the General Partner, the Partner and Limited Partners and the Special Limited Partner from time to time, in the reasonable discretion of the Liquidator, in the same proportions as the amount distributed to such trust by the Partnership would otherwise have been distributed to the General Partner, the Partner and Limited Partners and the Special Limited Partner pursuant to this Agreement; or (B2) withheld or escrowed to provide a reasonable reserve for Partnership liabilities (contingent or otherwise) and to reflect the unrealized portion of any installment obligations owed to the Partnership, provided that such withheld or escrowed amounts shall be distributed to the General Partner, the Partner and Limited Partners and the Special Limited Partner in the manner and order of priority set forth in Section 13.2(a), 13.2A as soon as practicable.

Winding Up. (i) A. Upon the occurrence of a Liquidating Event, the Partnership shall continue solely for the purposes of winding up its affairs in an orderly manner, liquidating its assets, and satisfying the claims of its creditors and Partners. (ii) . No Partner shall take any action that is inconsistent with, or not necessary to or appropriate for, the winding up of the Partnership’s business and affairs. (iii) . The General Partner, or, if in the event there is no remaining General Partner, any Person elected by a Majority in Interest of the Outside Limited Partners holding at least a “majority in interest” (the General Partner or such other Person being referred to herein as the “Liquidator”), shall be responsible for overseeing the winding up and dissolution of the Partnership and shall take full account of the Partnership’s liabilities and property and the Partnership property shall be liquidated as promptly as is consistent with obtaining the fair value thereof, and the proceeds therefrom (which may, to the extent determined by the General Partner, include shares of common stock or other securities of in the General PartnerCompany) shall be applied and distributed in the following order: (A1) First, to the payment and discharge of all of the Partnership’s debts and liabilities to creditors other than the Partnersliabilities; (B2) Second, to the payment and discharge of all of the Partnership’s debts and liabilities to the General Partner; (C) Third, to the payment and discharge of all of the Partnership’s debts and liabilities to the other Partners; and (D) the The balance, if any, shall be distributed to all Partners (including the Special Limited Partner) with positive Capital Accounts in accordance with their respective positive Capital Account balances balances, determined after giving effect to all allocations adjustments made in Exhibit B accordance with Article 6 resulting from Partnership operations and from all prior distributions under Section 5.1. (iv) sales and dispositions of all or any part of the Partnership’s assets. The General Partner shall not receive any additional compensation for any services performed pursuant to this Article 13. (v) , other than reimbursement of its expenses as provided in Section 7.4. Any distributions pursuant to this Section 13.2(a) 13.2A shall be made by the end of the Partnership’s taxable year in which the liquidation Liquidating Event occurs (or, if later, within 90 days after the date of the liquidationLiquidating Event). To the extent deemed advisable by the General Partner, appropriate arrangements (including the use of a liquidating trust) may be made to assure that adequate funds are available to pay any contingent debts or obligations. (i) B. Notwithstanding the provisions of Section 13.2(a) hereof 13.2A which require liquidation of the assets of the Partnership, but subject to the order of priorities set forth therein, if prior to or upon dissolution of the Partnership the Liquidator determines that an immediate sale of part or all of the Partnership’s assets would be impractical or would cause undue loss to the Partners (including the Special Limited Partner)Partners, the Liquidator may, in its sole and absolute discretion, defer for a reasonable time the liquidation of any asset assets except those necessary to satisfy liabilities of the Partnership (including to those Partners, including the Special Limited Partner, Partners as creditors) or and/or distribute to the Partners (including the Special Limited Partner)Partners, in lieu of cash, as tenants in common and in accordance with the provisions of Section 13.2(a) hereof13.2A, undivided interests in such Partnership assets as the Liquidator deems not suitable for liquidation. (ii) . Any such distributions in kind shall be made only if, in the good faith judgment of the Liquidator, such distributions in kind are in the best interests interest of the Partners (including the Special Limited Partner)Partners, and shall be subject to such conditions relating to the disposition and management of such properties as the Liquidator deems reasonable and equitable and to any agreements governing the operation of such properties at such time. (iii) . The Liquidator shall determine the fair market value of any property distributed in kind using such reasonable method of valuation as it may adopt. (c) In the discretion of the Liquidator, a pro rata portion of the distributions that would otherwise be made to the General Partner, the Limited Partners and the Special Limited Partner pursuant to this Article 13 may be: (A) distributed to a trust established for the benefit of the General Partner, the Limited Partners and the Special Limited Partner for the purposes of liquidating Partnership assets, collecting amounts owed to the Partnership, and paying any contingent or unforeseen liabilities or obligations of the Partnership or the General Partner arising out of or in connection with the Partnership; the assets of any such trust shall be distributed to the General Partner, the Limited Partners and the Special Limited Partner from time to time, in the reasonable discretion of the Liquidator, in the same proportions as the amount distributed to such trust by the Partnership would otherwise have been distributed to the General Partner, the Limited Partners and the Special Limited Partner pursuant to this Agreement; or (B) withheld or escrowed to provide a reasonable reserve for Partnership liabilities (contingent or otherwise) and to reflect the unrealized portion of any installment obligations owed to the Partnership, provided that such withheld or escrowed amounts shall be distributed to the General Partner, the Limited Partners and the Special Limited Partner in the manner and order of priority set forth in Section 13.2(a), as soon as practicable.

Winding Up. (i) Upon the occurrence of a Liquidating Event, the Partnership shall continue solely for the purposes of winding up its affairs in an orderly manner, liquidating its assets, and satisfying the claims of its creditors and Partners. (ii) No Partner shall take any action that is inconsistent with, or not necessary to or appropriate for, the winding up of the Partnership’s business and affairs. (iii) The General Partner, or, if there is no remaining General Partner, any Person elected unanimously by the Limited Partners holding at least a “majority in interest” (the General Partner or such other Person being referred to herein as the “Liquidator”), shall be responsible for overseeing the winding up and dissolution of the Partnership and shall take full account of the Partnership’s liabilities and property and the Partnership property shall be liquidated as promptly as is consistent with obtaining the fair value thereof, and the proceeds therefrom (which may, to the extent determined by the General Partner, include shares of common stock or other securities of the General Partner) shall be applied and distributed in the following order: (A) First, to the payment and discharge of all of the Partnership’s debts and liabilities to creditors other than the Partners; (B) Second, to the payment and discharge of all of the Partnership’s debts and liabilities to the General Partner; (C) Third, to the payment and discharge of all of the Partnership’s debts and liabilities to the other Partners; and (D) the The balance, if any, shall be distributed to all Partners (including the Special Limited Partner) with positive Capital Accounts in accordance with their respective positive Capital Account balances after giving effect to all allocations in Exhibit B and all prior distributions under Section 5.1balances. (iv) The General Partner shall not receive any additional compensation for any services performed pursuant to this Article 13. (v) Any distributions pursuant to this Section 13.2(a) shall be made by the end of the Partnership’s taxable year in which the liquidation occurs (or, if later, within 90 days after the date of the liquidation). (i) Notwithstanding the provisions of Section 13.2(a) hereof which require liquidation of the assets of the Partnership, but subject to the order of priorities set forth therein, if prior to or upon dissolution of the Partnership the Liquidator determines that an immediate sale of part or all of the Partnership’s assets would be impractical or would cause undue loss to the Partners (including the Special Limited Partner), the Liquidator may, in its sole and absolute discretion, defer for a reasonable time the liquidation of any asset except those necessary to satisfy liabilities of the Partnership (including to those Partners, including the Special Limited Partner, as creditors) or distribute to the Partners (including the Special Limited Partner), in lieu of cash, as tenants in common and in accordance with the provisions of Section 13.2(a) hereof, undivided interests in such Partnership assets as the Liquidator deems not suitable for liquidation. (ii) Any such distributions in kind shall be made only if, in the good faith judgment of the Liquidator, such distributions in kind are in the best interests of the Partners (including the Special Limited Partner), and shall be subject to such conditions relating to the disposition and management of such properties as the Liquidator deems reasonable and equitable and to any agreements governing the operation of such properties at such time. (iii) The Liquidator shall determine the fair market value of any property distributed in kind using such reasonable method of valuation as it may adopt. (c) In the discretion of the Liquidator, a pro rata portion of the distributions that would otherwise be made to the General Partner, the Limited Partners and the Special Limited Partner pursuant to this Article 13 may be: (A) distributed to a trust established for the benefit of the General Partner, the Limited Partners and the Special Limited Partner for the purposes of liquidating Partnership assets, collecting amounts owed to the Partnership, and paying any contingent or unforeseen liabilities or obligations of the Partnership or the General Partner arising out of or in connection with the Partnership; the assets of any such trust shall be distributed to the General Partner, the Limited Partners and the Special Limited Partner from time to time, in the reasonable discretion of the Liquidator, in the same proportions as the amount distributed to such trust by the Partnership would otherwise have been distributed to the General Partner, the Limited Partners and the Special Limited Partner pursuant to this Agreement; or (B) withheld or escrowed to provide a reasonable reserve for Partnership liabilities (contingent or otherwise) and to reflect the unrealized portion of any installment obligations owed to the Partnership, provided that such withheld or escrowed amounts shall be distributed to the General Partner, the Limited Partners and the Special Limited Partner in the manner and order of priority set forth in Section 13.2(a), as soon as practicable.

Winding Up. (i) A. Upon the occurrence of a Liquidating Event, the Partnership shall continue solely for the purposes of winding up its affairs in an orderly manner, liquidating its assets, assets and satisfying the claims of its creditors and Partners. (ii) No , and no Partner shall take any action that is inconsistent with, or not necessary to or appropriate for, the winding up of the Partnership’s business and affairs. (iii) . The General Partner, Partner (or, if in the event there is no remaining General Partner, any Person elected by a Majority in Interest of the Limited Partners holding at least a “majority in interest” (the General Partner or such other Person being referred to herein as the “Liquidator”), ) shall be responsible for overseeing the winding up and dissolution of the Partnership and shall take full account of the Partnership’s liabilities Liabilities and property property, and the Partnership property shall be liquidated as promptly as is consistent with obtaining the fair value thereof, and the proceeds therefrom (which may, to the extent determined by the General PartnerMGP, include shares of common stock or other securities of the General PartnerREIT Shares) shall be applied and distributed in the following order: (A1) First, to the payment and discharge of all of the Partnership’s debts and liabilities Liabilities to creditors other than the PartnersGeneral Partner; (B2) Second, to the payment and discharge of all of the Partnership’s debts and liabilities Liabilities to the General Partner; (C) Third, to the payment and discharge of all of the Partnership’s debts and liabilities to the other Partners; and (D3) the The balance, if any, shall be distributed to all the General Partner and Limited Partners (including the Special Limited Partner) with positive Capital Accounts in accordance with their respective positive Capital Account balances balances, determined after taking into account all Capital Account adjustments for the Partnership’s taxable year during which the liquidation occurs. If, upon dissolution and termination of the Partnership, the Capital Account of any Partner (after giving effect to all contributions, distributions and allocations for all taxable years, including the year during which such liquidation occurs) is less than zero, then such Partner shall have no obligation to restore the negative balance in Exhibit B its Capital Account, and all prior distributions under Section 5.1. (iv) such deficit shall not be considered a debt owed to the Partnership or to any other Person for any purpose whatsoever. The General Partner shall not receive any additional compensation for any services performed pursuant to this Article 1313 other than reimbursement of its expenses as provided in Section 7.4. (v) Any distributions pursuant to this Section 13.2(a) shall be made by the end of the Partnership’s taxable year in which the liquidation occurs (or, if later, within 90 days after the date of the liquidation). (i) B. Notwithstanding the provisions of Section 13.2(a) hereof 13.2.A which require liquidation of the assets of the Partnership, but subject to the order of priorities set forth therein, if prior to or upon dissolution of the Partnership the General Partner or the Liquidator determines that an immediate sale of part or all of the Partnership’s assets would be impractical or would cause undue loss to the Partners (including Partners, the Special Limited Partner), General Partner or the Liquidator may, in its sole and absolute discretion, defer (including by establishing reserves and/or distributing into escrow) for a reasonable time the liquidation of any asset assets except those necessary to satisfy liabilities Liabilities of the Partnership (including to those Partners, including the Special Limited Partner, Partners as creditors) or and/or distribute to the Partners (including the Special Limited Partner)Partners, in lieu of cash, as tenants in common and in accordance with the provisions of Section 13.2(a) hereof13.2.A, undivided interests in such Partnership assets as the General Partner or the Liquidator deems not suitable for liquidation. (ii) . Any such distributions in kind shall be made only if, in the good faith judgment of the General Partner or the Liquidator, such distributions in kind are in the best interests interest of the Partners (including the Special Limited Partner)Partners, and shall be subject to such conditions relating to the disposition and management of such properties as the General Partner or the Liquidator deems reasonable and equitable and to any agreements governing the operation of such properties at such time. (iii) . The General Partner or the Liquidator shall determine the fair market value of any property distributed in kind using such reasonable method of valuation as it may adopt. (c) In the discretion of the Liquidator, a pro rata portion of the distributions that would otherwise be made to the General Partner, the Limited Partners and the Special Limited Partner pursuant to this Article 13 may be: (A) distributed to a trust established for the benefit of the General Partner, the Limited Partners and the Special Limited Partner for the purposes of liquidating Partnership assets, collecting amounts owed to the Partnership, and paying any contingent or unforeseen liabilities or obligations of the Partnership or the General Partner arising out of or in connection with the Partnership; the assets of any such trust shall be distributed to the General Partner, the Limited Partners and the Special Limited Partner from time to time, in the reasonable discretion of the Liquidator, in the same proportions as the amount distributed to such trust by the Partnership would otherwise have been distributed to the General Partner, the Limited Partners and the Special Limited Partner pursuant to this Agreement; or (B) withheld or escrowed to provide a reasonable reserve for Partnership liabilities (contingent or otherwise) and to reflect the unrealized portion of any installment obligations owed to the Partnership, provided that such withheld or escrowed amounts shall be distributed to the General Partner, the Limited Partners and the Special Limited Partner in the manner and order of priority set forth in Section 13.2(a), as soon as practicable.

Winding Up. (i) A. Upon the occurrence of a Liquidating Event, the Partnership shall continue solely for the purposes of winding up its affairs in an orderly manner, liquidating its assets, and satisfying the claims of its creditors and Partners. (ii) . No Partner shall take any action that is inconsistent with, or not necessary to or appropriate for, the winding up of the Partnership’s 's business and affairs. (iii) . The General Partner, or, if in the event there is no remaining General Partner, any Person elected by a majority in interest of the Limited Partners holding at least a “majority in interest” (the General Partner or such other Person being referred to herein as the “"Liquidator”"), shall be responsible for overseeing the winding up and dissolution of the Partnership and shall take full account of the Partnership’s 's liabilities and property and the Partnership property shall be liquidated as promptly as is consistent with obtaining the fair value thereof, and the proceeds therefrom (which may, to the extent determined by the General Partner, include shares of common stock or other securities of in the General PartnerCompany) shall be applied and distributed in the following order: (A1) First, to the payment and discharge of all of the Partnership’s 's debts and liabilities to creditors other than the Partners; (B2) Second, to the payment and discharge of all of the Partnership’s 's debts and liabilities to the General Partner; (C3) Third, to the payment and discharge of all of the Partnership’s 's debts and liabilities to the other Partners; and (D4) the The balance, if any, shall be distributed to all the General Partner and Limited Partners (including the Special Limited Partner) with positive Capital Accounts in accordance with their respective positive Capital Account balances Accounts, after giving effect to all contributions, distributions, and allocations in Exhibit B and for all prior distributions under Section 5.1. (iv) periods. The General Partner shall not receive any additional compensation for any services performed pursuant to this Article 13. (v) Any distributions pursuant to this Section 13.2(a) shall be made by the end of the Partnership’s taxable year in which the liquidation occurs (or, if later, within 90 days after the date of the liquidation). (i) B. Notwithstanding the provisions of Section 13.2(a) 13.2.A hereof which require liquidation of the assets of the Partnership, but subject to the order of priorities set forth therein, if prior to or upon dissolution of the Partnership the Liquidator determines that an immediate sale of part or all of the Partnership’s 's assets would be impractical or would cause undue loss to the Partners (including the Special Limited Partner)Partners, the Liquidator may, in its sole and absolute discretion, defer for a reasonable time the liquidation of any asset assets except those necessary to satisfy liabilities of the Partnership (including to those Partners, including the Special Limited Partner, Partners as creditors) or and/or distribute to the Partners (including the Special Limited Partner)Partners, in lieu of cash, as tenants in common and in accordance with the provisions of Section 13.2(a) 13.2.A hereof, undivided interests in such Partnership assets as the Liquidator deems not suitable for liquidation. (ii) . Any such distributions in kind shall be made only if, in the good faith judgment of the Liquidator, such distributions in kind are in the best interests interest of the Partners (including the Special Limited Partner)Partners, and shall be subject to such conditions relating to the disposition and management of such properties as the Liquidator deems reasonable and equitable and to any agreements governing the operation of such properties at such time. (iii) . The Liquidator shall determine the fair market value of any property distributed in kind using such reasonable method of valuation as it may adopt. (c) C. In the discretion of the Liquidator, a pro rata portion of the distributions that would otherwise be made to the General Partner, the Partner and Limited Partners and the Special Limited Partner pursuant to this Article 13 may be: (A1) distributed to a trust established for the benefit of the General Partner, the Partner and Limited Partners and the Special Limited Partner for the purposes of liquidating Partnership assets, collecting amounts owed to the Partnership, and paying any contingent or unforeseen liabilities or obligations of the Partnership or the General Partner arising out of or in connection with the Partnership; the . The assets of any such trust shall be distributed to the General Partner, the Partner and Limited Partners and the Special Limited Partner from time to time, in the reasonable discretion of the Liquidator, in the same proportions as the amount distributed to such trust by the Partnership would otherwise have been distributed to the General Partner, the Partner and Limited Partners and the Special Limited Partner pursuant to this Agreement; or (B2) withheld or escrowed to provide a reasonable reserve for Partnership liabilities (contingent or otherwise) and to reflect the unrealized portion of any installment obligations owed to the Partnership, provided that such withheld or escrowed amounts shall be distributed to the General Partner, the Partner and Limited Partners and the Special Limited Partner in the manner and order of priority set forth in Section 13.2(a), 13.2.A as soon as practicable.

Winding Up. (i) A. Upon the occurrence of a Liquidating Event, the Partnership shall continue solely for the purposes of winding up its affairs in an orderly manner, liquidating its assets, and satisfying the claims of its creditors and Partners. (ii) . No Partner shall take any action that is inconsistent with, or not necessary to or appropriate for, the winding up of the Partnership’s business and affairs. (iii) . The General Partner, Partner (or, if in the event there is no remaining General Partner, any Person elected by a Majority in Interest of the Limited Partners holding at least a “majority in interest” (the General Partner or such other Person being referred to herein as the “Liquidator”), ) shall be responsible for overseeing the winding up and dissolution of the Partnership and shall take full account of the Partnership’s liabilities and property assets and the Partnership property shall be liquidated as promptly as is consistent with obtaining the fair value thereof, and the proceeds therefrom (which may, to the extent determined by the General Partner, include shares of common stock or other securities of the General Partner) shall be applied and distributed in the following order: (A1) First, to the payment and discharge of all of the Partnership’s debts and liabilities to creditors other than the Partners; (B2) Second, to the payment and discharge of all of the Partnership’s debts and liabilities to the General Partner; (C3) Third, to the payment and discharge of all of the Partnership’s debts and liabilities to the other Partners; and (D4) the The balance, if any, shall be distributed to all the Partners (including the Special Limited Partner) with positive Capital Accounts in accordance with their respective positive Capital Account balances balances, determined after giving effect to all allocations contributions and distributions for all periods, and after taking into account all Capital Account adjustments for the Partnership taxable year during which the liquidation occurs (other than those made as a result of the liquidating distribution set forth in Exhibit B and all prior distributions under this Section 5.1. (iv) 13.2.A(4)). The General Partner shall not receive any additional compensation for any services performed pursuant to this Article 1313 other than reimbursement of its expenses as provided in Section 7.4. (v) Any distributions pursuant to this Section 13.2(a) shall be made by the end of the Partnership’s taxable year in which the liquidation occurs (or, if later, within 90 days after the date of the liquidation). (i) B. Notwithstanding the provisions of Section 13.2(a) 13.2.A hereof which require liquidation of the assets of the Partnership, but subject to the order of priorities set forth therein, if prior to or upon dissolution of the Partnership the Liquidator determines that an immediate sale of part or all of the Partnership’s assets would be impractical or would cause undue loss to the Partners (including the Special Limited Partner)Partners, the Liquidator may, in its sole and absolute discretion, defer for a reasonable time the liquidation of any asset assets except those necessary to satisfy liabilities of the Partnership (including to those Partners, including the Special Limited Partner, Partners as creditors) or and/or distribute to the Partners (including the Special Limited Partner)Partners, in lieu of cash, as tenants in common and in accordance with the provisions of Section 13.2(a) 13.2.A hereof, undivided interests in such Partnership assets as the Liquidator deems not suitable for liquidation. (ii) . Any such distributions in kind shall be made only if, in the good faith judgment of the Liquidator, such distributions in kind are in the best interests interest of the Partners (including the Special Limited Partner)Partners, and shall be subject to such conditions relating to the disposition and management of such properties as the Liquidator deems reasonable and equitable and to any agreements governing the operation of such properties at such time. (iii) . The Liquidator shall determine the fair market value of any property distributed in kind using such reasonable method of valuation as it may adopt. (c) In the discretion of the LiquidatorC. The Partnership shall be terminated when any notes received in connection with any such sale or disposition referenced in Section 13.1.E above, a pro rata portion of the distributions that would otherwise be made to the General Partner, the Limited Partners and the Special Limited Partner pursuant to this Article 13 may be: (A) distributed to a trust established for the benefit of the General Partner, the Limited Partners and the Special Limited Partner for the purposes of liquidating Partnership assets, collecting amounts owed to the Partnership, and paying any contingent or unforeseen liabilities or obligations of the Partnership or the General Partner arising out of or in connection with the Partnership; the assets of any such trust shall be distributed to the General Partner, the Limited Partners and the Special Limited Partner from time to time, in the reasonable discretion liquidation of the Liquidator, in the same proportions as the amount distributed to such trust by the Partnership would otherwise have been paid and all of the cash or property available for application and distribution under this Agreement have been applied and distributed to the General Partner, the Limited Partners and the Special Limited Partner pursuant to in accordance with this Agreement; or (B) withheld or escrowed to provide a reasonable reserve for Partnership liabilities (contingent or otherwise) and to reflect the unrealized portion of any installment obligations owed to the Partnership, provided that such withheld or escrowed amounts shall be distributed to the General Partner, the Limited Partners and the Special Limited Partner in the manner and order of priority set forth in Section 13.2(a), as soon as practicable.

Winding Up. (i) Upon the occurrence of a Liquidating Eventan Event of Termination, the Partnership shall continue solely for be dissolved and the purposes business and affairs of winding up its affairs in an orderly manner, liquidating its assets, the Partnership shall be wound-up. In connection with the dissolution and satisfying the claims of its creditors and Partners. (ii) No Partner shall take any action that is inconsistent with, or not necessary to or appropriate for, the winding winding-up of the Partnership’s business and affairs. (iii) The , the General Partner, Partner or, if there is no remaining General Partner, any Person elected by the Limited Partners holding at least a “majority in interest” liquidator or other representative (the General Partner “Liquidation Representative”) appointed by a Majority in Interest shall proceed with the sale or such other Person being referred to herein as the “Liquidator”), shall be responsible for overseeing the winding up and dissolution of the Partnership and shall take full account of the Partnership’s liabilities and property and the Partnership property shall be liquidated as promptly as is consistent with obtaining the fair value thereof, and the proceeds therefrom (which may, to the extent determined by the General Partner, include shares of common stock or other securities of the General Partner) shall be applied and distributed in the following order: (A) First, to the payment and discharge liquidation of all of the Partnership’s debts and liabilities to creditors other than the Partners; (B) Second, to the payment and discharge of all of the Partnership’s debts and liabilities to the General Partner; (C) Third, to the payment and discharge of all of the Partnership’s debts and liabilities to the other Partners; and (D) the balance, if any, shall be distributed to all Partners (including the Special Limited Partner) with positive Capital Accounts in accordance with their respective positive Capital Account balances after giving effect to all allocations in Exhibit B and all prior distributions under Section 5.1. (iv) The General Partner shall not receive any additional compensation for any services performed pursuant to this Article 13. (v) Any distributions pursuant to this Section 13.2(a) shall be made by the end of the Partnership’s taxable year in which the liquidation occurs (or, if later, within 90 days after the date of the liquidation). (i) Notwithstanding the provisions of Section 13.2(a) hereof which require liquidation of the assets of the Partnership, but subject Partnership (including the conversion to cash or cash equivalents of its notes or accounts receivable) and shall apply and distribute the proceeds of such sale or liquidation in the following order of priorities set forth thereinpriority, if prior unless otherwise required by mandatory provisions of applicable law: (a) first, to pay (or upon dissolution to make provision for payment) in satisfaction of all obligations of the Partnership for all expenses of such liquidation; (b) second, to pay (or to make provision for the Liquidator determines that an immediate sale of part or payment of) all of the Partnership’s assets would be impractical or would cause undue loss to the Partners (including the Special Limited Partner), the Liquidator may, in its sole and absolute discretion, defer for a reasonable time the liquidation of any asset except those necessary to satisfy liabilities creditors of the Partnership (including to those Partners, including Partners who are creditors of the Special Limited Partner, as creditorsPartnership) in the order of priority provided by law or distribute to the Partners (including the Special Limited Partner)otherwise, in lieu satisfaction of cashall debts, as tenants in common and in accordance with the provisions of Section 13.2(a) hereof, undivided interests in such Partnership assets as the Liquidator deems not suitable for liquidation. (ii) Any such distributions in kind shall be made only if, in the good faith judgment liabilities or obligations of the Liquidator, Partnership due such distributions in kind are in the best interests of the Partners (including the Special Limited Partner), and shall be subject to such conditions relating to the disposition and management of such properties as the Liquidator deems reasonable and equitable and to any agreements governing the operation of such properties at such time. (iii) The Liquidator shall determine the fair market value of any property distributed in kind using such reasonable method of valuation as it may adopt.creditors; (c) In the discretion of the Liquidatorthird, a pro rata portion of the distributions that would otherwise be made to the establishment of any reserve which the General PartnerPartner or the Liquidation Representative, as the Limited Partners and the Special Limited Partner pursuant to this Article 13 case may be: (A) distributed to a trust established , may deem reasonably necessary for the benefit of the General Partner, the Limited Partners and the Special Limited Partner for the purposes of liquidating Partnership assets, collecting amounts owed to the Partnership, and paying any contingent or unforeseen liabilities or obligations of the Partnership or (such reserve may be paid over by the General Partner arising out of or the Liquidation Representative to an escrow agent acceptable to the General Partner or the Liquidation Representative, to be held for disbursement in connection with the Partnership; the assets payment of any of the aforementioned liabilities and, at the expiration of such trust period as shall be distributed deemed advisable in their discretion by the General Partner or the Liquidation Representative for distribution of the balance in the manner hereinafter provided in this Section 12.2); (d) fourth, after the payment (or the provision for payment) of all debts, liabilities and obligations of the Partnership in conformity with each of the clauses above, to the Limited Partners or their legal representatives in proportion to the positive balances in their respective Capital Accounts, after taking into account all adjustments to Capital Accounts for all periods, until every Limited Partner has a Capital Account balance that is less than or equal to zero; and (e) Thereafter, the Partnership shall distribute any remaining net assets to the General Partner, the Limited Partners and the Special Limited Partner from time to time, in the reasonable discretion of the Liquidator, in the same proportions as the amount distributed to such trust by the Partnership would otherwise have been distributed to the General Partner, the Limited Partners and the Special Limited Partner pursuant to this Agreement; or (B) withheld or escrowed to provide a reasonable reserve for Partnership liabilities (contingent or otherwise) and to reflect the unrealized portion of any installment obligations owed to the Partnership, provided that such withheld or escrowed amounts shall be distributed to the General Partner, the Limited Partners and the Special Limited Partner in the manner and order of priority set forth in Section 13.2(a), as soon as practicable.

Winding Up. (i) Upon the occurrence of a Liquidating Event, the Partnership shall continue solely for the purposes of winding up its affairs in an orderly manner, liquidating its assets, and satisfying the claims of its creditors creditors, and distributing its remaining assets to the Partners. (ii) . In connection with the liquidation or winding up of the Partnership, the General Partner may, among other things, cause a sale of all or substantially all of the assets of the Partnership to a third party, without any approval of the Limited Partners. During the period commencing on the date on which a Liquidating Event occurs and ending on the date on which the assets of the Partnership are distributed pursuant to this Section 11.2, Profits and Losses and other items of Partnership income, gain, loss, or deduction shall continue to be allocated in the manner provided in Section 3. No Partner shall take any action that is inconsistent with, or not necessary to or appropriate for, the winding up of the Partnership’s business and affairs. (iii) . The General Partner, Partner or, if there is no remaining the General PartnerPartner has withdrawn or otherwise been removed from the Partnership, any Person elected by the Limited Partners holding at least a “majority in interest” (the General Partner or such other Person being referred to herein as “Liquidating Trustee”) designated with the “Liquidator”), approval of a Majority-in-Interest of the Fund Unitholders shall be responsible for overseeing the winding up and dissolution of the Partnership and Partnership. The General Partner or the Liquidating Trustee, as the case may be, shall take full account conduct such winding up over such period of time as the General Partner or the Liquidating Trustee determines to be in the best interests of the Partnership’s liabilities and property and Partners. The assets of the Partnership property shall be liquidated by the General Partner or the Liquidating Trustee, as promptly as is consistent with obtaining the fair value thereofcase may be, and the proceeds therefrom (which may, to the extent determined by the General Partner, include shares of common stock or other securities of the General Partner) thereof shall be applied and distributed in the following order: (Aa) First, to the payment and discharge of all of the Partnership’s debts and liabilities to creditors other than the Partners; (B) Secondcreditors, including Partners who are creditors, to the payment and discharge extent otherwise permitted by law, in satisfaction of all liabilities of the Partnership’s debts and Partnership (whether by payment or by making of reasonable provision for payment) other than liabilities for distribution to the General Partner; (C) Third, to the payment and discharge Partners on account of all of their respective interests in the Partnership’s debts and liabilities to the other Partners; and (Db) the The balance, if any, shall be distributed to all the Partners (including the Special Limited Partner) with positive Capital Accounts in accordance with their respective positive Capital Account balances after giving effect to all allocations in Exhibit B and all prior distributions under Section 5.14.1. (iv) The General Partner shall not receive any additional compensation for any services performed pursuant to this Article 13. (v) Any distributions pursuant to this Section 13.2(a) shall be made by the end of the Partnership’s taxable year in which the liquidation occurs (or, if later, within 90 days after the date of the liquidation). (i) Notwithstanding the provisions of Section 13.2(a) hereof which require liquidation of the assets of the Partnership, but subject to the order of priorities set forth therein, if prior to or upon dissolution of the Partnership the Liquidator determines that an immediate sale of part or all of the Partnership’s assets would be impractical or would cause undue loss to the Partners (including the Special Limited Partner), the Liquidator may, in its sole and absolute discretion, defer for a reasonable time the liquidation of any asset except those necessary to satisfy liabilities of the Partnership (including to those Partners, including the Special Limited Partner, as creditors) or distribute to the Partners (including the Special Limited Partner), in lieu of cash, as tenants in common and in accordance with the provisions of Section 13.2(a) hereof, undivided interests in such Partnership assets as the Liquidator deems not suitable for liquidation. (ii) Any such distributions in kind shall be made only if, in the good faith judgment of the Liquidator, such distributions in kind are in the best interests of the Partners (including the Special Limited Partner), and shall be subject to such conditions relating to the disposition and management of such properties as the Liquidator deems reasonable and equitable and to any agreements governing the operation of such properties at such time. (iii) The Liquidator shall determine the fair market value of any property distributed in kind using such reasonable method of valuation as it may adopt. (c) In the discretion of the Liquidator, a pro rata portion of the distributions that would otherwise be made to the General Partner, the Limited Partners and the Special Limited Partner pursuant to this Article 13 may be: (A) distributed to a trust established for the benefit of the General Partner, the Limited Partners and the Special Limited Partner for the purposes of liquidating Partnership assets, collecting amounts owed to the Partnership, and paying any contingent or unforeseen liabilities or obligations of the Partnership or the General Partner arising out of or in connection with the Partnership; the assets of any such trust shall be distributed to the General Partner, the Limited Partners and the Special Limited Partner from time to time, in the reasonable discretion of the Liquidator, in the same proportions as the amount distributed to such trust by the Partnership would otherwise have been distributed to the General Partner, the Limited Partners and the Special Limited Partner pursuant to this Agreement; or (B) withheld or escrowed to provide a reasonable reserve for Partnership liabilities (contingent or otherwise) and to reflect the unrealized portion of any installment obligations owed to the Partnership, provided that such withheld or escrowed amounts shall be distributed to the General Partner, the Limited Partners and the Special Limited Partner in the manner and order of priority set forth in Section 13.2(a), as soon as practicable.

Winding Up. (i) A. Upon the occurrence of a Liquidating Event, the Partnership shall continue solely for the purposes of winding up its affairs in an orderly manner, liquidating its assets, and satisfying the claims of its creditors and Partners. (ii) . No Partner shall take any action that is inconsistent with, or not necessary to or appropriate for, the winding up of the Partnership’s 's business and affairs. (iii) . The General Partner, Partner (or, if in the event there is no remaining General Partner, any Person elected by a Majority in Interest of the Limited Partners holding at least a “majority in interest” (the General Partner or such other Person being referred to herein as the “"Liquidator”"), ) shall be responsible for overseeing the winding up and dissolution of the Partnership and shall take full account of the Partnership’s 's liabilities and property and the Partnership property shall be liquidated as promptly as is consistent with obtaining the fair value thereof, and the proceeds therefrom (which may, to the extent determined by the General Partner, include shares of common stock or other securities of in the General Partner) shall be applied and distributed in the following order: (A1) First, to the payment and discharge of all of the Partnership’s 's debts and liabilities to creditors other than the Partners; (B2) Second, to the payment and discharge of all of the Partnership’s 's debts and liabilities to the General Partner; (C3) Third, to the payment and discharge of all of the Partnership’s 's debts and liabilities to the other Partners; and (D4) the The balance, if any, shall be distributed to all the General Partner and Limited Partners (including the Special Limited Partner) with positive Capital Accounts in accordance with their respective positive Capital Account balances balances, determined after giving effect to taking into account all allocations in Exhibit B and Capital Account adjustments for all prior distributions under periods and the Partnership taxable year during which the liquidation occurs (other than those made as a result of the liquidating distribution set forth in this Section 5.1. (iv) 13.2.A(4)). The General Partner shall not receive any additional compensation for any services performed pursuant to this Article 1313 other than reimbursement of its expenses as provided in Section 7.4. (v) Any distributions pursuant to this Section 13.2(a) shall be made by the end of the Partnership’s taxable year in which the liquidation occurs (or, if later, within 90 days after the date of the liquidation). (i) B. Notwithstanding the provisions of Section 13.2(a) hereof 13.2.A which require liquidation of the assets of the Partnership, but subject to the order of priorities set forth therein, if prior to or upon dissolution of the Partnership the Liquidator determines that an immediate sale of part or all of the Partnership’s 's assets would be impractical or would cause undue loss to the Partners (including the Special Limited Partner)Partners, the Liquidator may, in its sole and absolute discretion, defer for a reasonable time the liquidation of any asset assets except those necessary to satisfy liabilities of the Partnership (including to those Partners, including the Special Limited Partner, Partners as creditors) or and/or distribute to the Partners (including the Special Limited Partner)Partners, in lieu of cash, as tenants in common and in accordance with the provisions of Section 13.2(a) hereof13.2.A, undivided interests in such Partnership assets as the Liquidator deems not suitable for liquidation. (ii) . Any such distributions in in-kind shall be made only if, in the good faith judgment of the Liquidator, such distributions in in-kind are in the best interests interest of the Partners (including the Special Limited Partner)Partners, and shall be subject to such conditions relating to the disposition and management of such properties as the Liquidator deems reasonable and equitable and to any agreements governing the operation of such properties at such time. (iii) . The Liquidator shall determine the fair market value of any property distributed in kind using such reasonable method of valuation as it may adopt. (c) In the discretion of the Liquidator, a pro rata portion of the distributions that would otherwise be made to the General Partner, the Limited Partners and the Special Limited Partner pursuant to this Article 13 may be: (A) distributed to a trust established for the benefit of the General Partner, the Limited Partners and the Special Limited Partner for the purposes of liquidating Partnership assets, collecting amounts owed to the Partnership, and paying any contingent or unforeseen liabilities or obligations of the Partnership or the General Partner arising out of or in connection with the Partnership; the assets of any such trust shall be distributed to the General Partner, the Limited Partners and the Special Limited Partner from time to time, in the reasonable discretion of the Liquidator, in the same proportions as the amount distributed to such trust by the Partnership would otherwise have been distributed to the General Partner, the Limited Partners and the Special Limited Partner pursuant to this Agreement; or (B) withheld or escrowed to provide a reasonable reserve for Partnership liabilities (contingent or otherwise) and to reflect the unrealized portion of any installment obligations owed to the Partnership, provided that such withheld or escrowed amounts shall be distributed to the General Partner, the Limited Partners and the Special Limited Partner in the manner and order of priority set forth in Section 13.2(a), as soon as practicable.

Winding Up. (ia) Upon the occurrence of a Liquidating Event, the Partnership shall continue solely for the purposes of winding up its affairs in an orderly manner, liquidating its assets, assets and satisfying the claims of its creditors and Partners. (ii) No . After the occurrence of a Liquidating Event, no Partner shall take any action that is inconsistent with, or not necessary to or appropriate for, the winding up of the Partnership’s business and affairs. (iii) . The General Partner, Partner (or, if in the event that there is no remaining General PartnerPartner or the General Partner has dissolved, become bankrupt within the meaning of the Act or ceased to operate, any Person elected by a Majority in Interest of the Limited Partners holding at least a “majority in interest” (the General Partner or such other Person being referred to herein as the “Liquidator”), ) shall be responsible for overseeing the winding up and dissolution of the Partnership and shall take full account of the Partnership’s liabilities and property property, and the Partnership property shall be liquidated as promptly as is consistent with obtaining the fair value thereof, and the proceeds therefrom (which may, to the extent determined by the General Partner, include shares of common stock or other securities of in the General Partner) shall shall, subject to the terms of any Partnership Unit Designation, be applied and distributed in the following order: (Ai) First, to the payment and discharge satisfaction of all of the Partnership’s debts and liabilities to creditors other than (including, without limitation, the Partners; Partners and their Assignees) (B) Second, to whether by payment or the making of reasonable provision for payment and discharge of all of the Partnership’s debts and liabilities to the General Partner; (C) Third, to the payment and discharge of all of the Partnership’s debts and liabilities to the other Partnersthereof); and (Dii) Second, the balance, if any, shall be distributed to all the General Partner, the Limited Partners (including the Special Limited Partner) with positive Capital Accounts and any Assignees in accordance with and in proportion to their respective positive Capital Account balances balances, after giving effect to all contributions, distributions and allocations in Exhibit B and for all prior distributions under Section 5.1. (iv) periods. The General Partner shall not receive any additional compensation for any services performed pursuant to this Article 13XIII. (v) Any distributions pursuant to this Section 13.2(a) shall be made by the end of the Partnership’s taxable year in which the liquidation occurs (or, if later, within 90 days after the date of the liquidation). (ib) Notwithstanding the provisions of Section 13.2(a) hereof which that require liquidation of the assets of the Partnership, but subject to the order of priorities set forth therein, if prior to or upon dissolution of the Partnership the Liquidator determines that an immediate sale of part or all of the Partnership’s assets would be impractical or would cause undue loss to the Partners (including the Special Limited Partner)Partners, the Liquidator may, in its sole and absolute discretion, defer for a reasonable time the liquidation of any asset assets except those necessary to satisfy liabilities of the Partnership (including to those Partners, including the Special Limited Partner, Partners as creditors) or and/or distribute to the Partners (including the Special Limited Partner)Partners, in lieu of cash, as tenants in common and in accordance with the provisions of Section 13.2(a) hereof, undivided interests in such Partnership assets as the Liquidator deems not suitable for liquidation. (ii) . Any such distributions in kind shall be made only if, in the good faith judgment of the Liquidator, such distributions in kind are in the best interests interest of the Partners (including the Special Limited Partner)Partners, and shall be subject to such conditions relating to the disposition and management of such properties as the Liquidator deems reasonable and equitable and to any agreements governing the operation of such properties at such time. (iii) . The Liquidator shall determine the fair market value of any property distributed in kind using such reasonable method of valuation as it may adopt. (c) In the event that the Partnership is “liquidated” within the meaning of Regulations Section 1.704-1(b)(2)(ii)(g), distributions shall be made pursuant to this Article XIII to the Partners and Assignees that have positive Capital Accounts in compliance with Regulations Section 1.704-1(b)(2)(ii)(b)(2) to the extent of, and in proportion to, positive Capital Account balances. If the General Partner has a deficit balance in its Capital Account (after giving effect to all contributions, distributions and allocations for all taxable years, including the year during which such liquidation occurs) (a “Capital Account Deficit”), the General Partner shall make a contribution to the capital of the Partnership equal to the amount of such deficit. No Partner other than the General Partner shall be required to make any contribution to the capital of the Partnership with respect to a Capital Account Deficit, if any, of such Partner, and such Capital Account Deficit shall not be considered a debt owed to the Partnership or any other person for any purpose whatsoever. In the sole and absolute discretion of the General Partner or the Liquidator, a pro rata portion of the distributions that would otherwise be made to the General Partner, the Limited Partners and the Special Limited Partner pursuant to this Article 13 XIII may be: (Ai) distributed to a trust established for the benefit of the General Partner, Partner and the Limited Partners and the Special Limited Partner for the purposes purpose of liquidating Partnership assets, collecting amounts owed to the Partnership, and paying any contingent or unforeseen liabilities or obligations of the Partnership or of the General Partner arising out of or in connection with the Partnership; the Partnership and/or Partnership activities. The assets of any such trust shall be distributed to the General Partner, Partner and the Limited Partners and the Special Limited Partner Partners, from time to time, in the reasonable discretion of the LiquidatorGeneral Partner, in the same proportions and amounts as the amount distributed to such trust by the Partnership would otherwise have been distributed to the General Partner, Partner and the Limited Partners and the Special Limited Partner pursuant to this Agreement; or (Bii) withheld or escrowed to provide a reasonable reserve for Partnership liabilities (contingent or otherwise) and to reflect the unrealized portion of any installment obligations owed to the Partnership, provided that such withheld or escrowed amounts shall be distributed to the General Partner, the Partner and Limited Partners and the Special Limited Partner in the manner and order of priority set forth in Section 13.2(a), ) hereof as soon as practicable. (d) In the event that the Partnership issues additional Partnership Units pursuant to the provisions of Article IV hereof, subject to Sections 7.3(d) and 7.3(e), the General Partner is hereby authorized to make such revisions to this Section 13.2 as it determines are necessary or desirable to reflect the issuance and terms of such additional Partnership Units, including, without limitation, making preferential liquidating distributions to certain classes of Partnership Units or otherwise altering the priorities for distributions, regardless of the positive Capital Accounts of any Partner receiving such preferential liquidating distribution. Such revisions may be made by amendment to this Agreement or may be established in the Partnership Unit Designation applicable to such Partnership Units.

Winding Up. (i) A. Upon the occurrence of a Liquidating Event, the Partnership shall continue solely for the purposes of winding up its affairs in an orderly manner, liquidating its assets, and satisfying the claims of its creditors and Partners. (ii) . No Partner shall take any action that is inconsistent with, or not necessary to or appropriate for, the winding up of the Partnership’s 's business and affairs. (iii) . The General Partner, or, if in the event there is no remaining General Partner, any Person elected by the Limited Partners holding at least a “majority in interest” of the Limited Partnership Interests (the General Partner or such other Person being referred to herein as the “Liquidator”"LIQUIDATOR"), shall be responsible for overseeing the winding up and dissolution of the Partnership and shall take full account of the Partnership’s 's liabilities and property and the Partnership property shall be liquidated as promptly as is consistent with obtaining the fair value thereof, and the proceeds therefrom (which may, to the extent determined by the General Partner, include shares of common stock beneficial interest or other securities of the General Partner) shall be applied and distributed in the following order: (A1) First, to the payment and discharge of all of the Partnership’s 's debts and liabilities to creditors other than the Partners; (B2) Second, to the payment and discharge of all of the Partnership’s Partners debts and liabilities to the General Partner; (C3) Third, to the payment and discharge of all of the Partnership’s Partners debts and liabilities to the other Partners; and (D4) the The balance, if any, shall be distributed to all the General Partner and Limited Partners (including to the Special Limited Partner) with positive Capital Accounts extent of and in accordance with the positive balances in their respective positive Capital Account balances Accounts after giving effect to all contributions, distributions, and allocations in Exhibit B and for all prior distributions under Section 5.1. (iv) periods. The General Partner shall not receive any additional compensation for any services performed pursuant to this Article 1314. (v) Any distributions pursuant to this Section 13.2(a) shall be made by the end of the Partnership’s taxable year in which the liquidation occurs (or, if later, within 90 days after the date of the liquidation). (i) B. Notwithstanding the provisions of Section 13.2(a) 14.2A hereof which require liquidation of the assets of the Partnership, but subject to the order of priorities set forth therein, if prior to or upon dissolution of the Partnership the Liquidator determines that an immediate sale e of part or all of the Partnership’s 's assets would be impractical or would cause undue loss to the Partners (including the Special Limited Partner)Partners, the Liquidator may, in its sole and absolute discretion, defer for a reasonable time the liquidation of any asset except those necessary to satisfy liabilities of the Partnership (including to those Partners, including the Special Limited Partner, Partners as creditors) or and/or distribute to the Partners (including the Special Limited Partner)Partners, in lieu of cash, as tenants in common and in accordance with the provisions of Section 13.2(a) 14.2A hereof, undivided interests in such Partnership assets as the Liquidator deems not suitable for liquidation. (ii) . Any such distributions in kind shall be made only if, in the good faith judgment of the Liquidator, such distributions in kind are in the best interests of the Partners (including the Special Limited Partner)Partners, and shall be subject to such conditions relating to the disposition and management of such properties as the Liquidator deems reasonable and equitable and to any agreements governing the operation of such properties at such time. (iii) . The Liquidator shall determine the fair market value of any property distributed in kind using such reasonable method of valuation as it may adopt. (c) C. In the discretion of the Liquidator, a pro rata portion of the distributions that would otherwise be made to the General Partner, the Partner and Limited Partners and the Special Limited Partner pursuant to this Article 13 14 may be: (A1) distributed to a trust established for the benefit of the General Partner, the Partner and Limited Partners and the Special Limited Partner for the purposes of liquidating Partnership assets, collecting amounts owed to the Partnership, and paying any contingent or unforeseen liabilities or obligations of the Partnership or the General Partner arising out of or in connection with the Partnership; the . The assets of any such trust shall be distributed to the General Partner, the Partner and Limited Partners and the Special Limited Partner from form time to time, in the reasonable discretion of the Liquidator, in the same proportions as the amount distributed to such trust by the Partnership would otherwise have been distributed to distrubuted the General Partner, the Partner and Limited Partners and the Special Limited Partner pursuant to this Agreement; or (B2) withheld or escrowed to provide a reasonable reserve for Partnership liabilities (contingent or otherwise) and to reflect the unrealized portion of any installment obligations owed to the Partnership, provided that such withheld or escrowed amounts shall be distributed to the General Partner, the Partner and Limited Partners and the Special Limited Partner in the manner and order of priority set forth in Section 13.2(a), 14.2A as soon as practicable.

Winding Up. (i) Upon the occurrence of a Liquidating Event, the Partnership shall continue solely for the purposes of winding up its affairs in an orderly manner, liquidating its assets, and satisfying the claims of its creditors and Partners. (ii) No Partner shall take any action that is inconsistent with, or not necessary to or appropriate for, the winding up of the Partnership’s business and affairs. (iii) The General Partner, or, if in the event there is no remaining General Partner, any Person elected unanimously by the Limited Partners holding at least a “majority in interest” (the General Partner or such other Person being referred to herein as the “Liquidator”), shall be responsible for overseeing the winding up and dissolution of the Partnership and shall take full account of the Partnership’s liabilities and property and the Partnership property shall be liquidated as promptly as is consistent with obtaining the fair value thereof, and the proceeds therefrom (which may, to the extent determined by the General Partner, include shares of common stock or other securities of the General Partner) shall be applied and distributed in the following order: (A) First, to the payment and discharge of all of the Partnership’s debts and liabilities to creditors other than the Partners; (B) Second, to the payment and discharge of all of the Partnership’s debts and liabilities to the General Partner; (C) Third, to the payment and discharge of all of the Partnership’s debts and liabilities to the other Partners; and (D) the balance, if any, as follows: (1) 100% of all sums distributable by the Partnership shall be distributed paid to the General Partner and Limited Partners in accordance with each Partner’s respective Percentage Interest until the Limited Partners receive distributions from the Partnership in an amount equal to the sum of the First Level Return and Net Investment and the Stockholders receive dividends from the General Partner equal to the sum of the First Level Return and the Net Investment; and (2) 15% of all Partners (including sums distributable by the Partnership shall be paid to the Special Limited Partner) with positive Capital Accounts , and 85% of all sums distributable by the Partnership shall be paid to the General Partner and Limited Partners in accordance with their each Partner’s respective positive Capital Account balances Percentage Interest after giving effect the General Partner and the Limited Partners receive the First Level Returns. (3) All amounts distributed by the Partnership pursuant to all allocations in Exhibit B and all prior distributions under Article 5 should be taken into account for purposes of this Section 5.113.2(a)(iii)(D). (iv) The General Partner shall not receive any additional compensation for any services performed pursuant to this Article 13. (v) Any distributions pursuant to this Section 13.2(a) shall be made by the end of the Partnership’s taxable year in which the liquidation occurs (or, if later, within 90 days after the date of the liquidation). (i) Notwithstanding the provisions of Section 13.2(a) hereof which require liquidation of the assets of the Partnership, but subject to the order of priorities set forth therein, if prior to or upon dissolution of the Partnership the Liquidator determines that an immediate sale of part or all of the Partnership’s assets would be impractical or would cause undue loss to the Partners (including the Special Limited Partner)Partners, the Liquidator may, in its sole and absolute discretion, defer for a reasonable time the liquidation of any asset except those necessary to satisfy liabilities of the Partnership (including to those Partners, including the Special Limited Partner, Partners as creditors) or distribute to the Partners (including the Special Limited Partner)Partners, in lieu of cash, as tenants in common and in accordance with the provisions of Section 13.2(a) hereof, undivided interests in such Partnership assets as the Liquidator deems not suitable for liquidation. (ii) Any such distributions in kind shall be made only if, in the good faith judgment of the Liquidator, such distributions in kind are in the best interests of the Partners (including the Special Limited Partner)Partners, and shall be subject to such conditions relating to the disposition and management of such properties as the Liquidator deems reasonable and equitable and to any agreements governing the operation of such properties at such time. (iii) The Liquidator shall determine the fair market value of any property distributed in kind using such reasonable method of valuation as it may adopt. (c) In the discretion of the Liquidator, a pro rata portion of the distributions that would otherwise be made to the General Partner, the Partner and Limited Partners and the Special Limited Partner pursuant to this Article 13 may be: (A) distributed to a trust established for the benefit of the General Partner, the Partner and Limited Partners and the Special Limited Partner for the purposes of liquidating Partnership assets, collecting amounts owed to the Partnership, and paying any contingent or unforeseen liabilities or obligations of the Partnership or the General Partner arising out of or in connection with the Partnership; the assets of any such trust shall be distributed to the General Partner, the Partner and Limited Partners and the Special Limited Partner from time to time, in the reasonable discretion of the Liquidator, in the same proportions as the amount distributed to such trust by the Partnership would otherwise have been distributed to the General Partner, the Partner and Limited Partners and the Special Limited Partner pursuant to this Agreement; or (B) withheld or escrowed to provide a reasonable reserve for Partnership liabilities (contingent or otherwise) and to reflect the unrealized portion of any installment obligations owed to the Partnership, provided that such withheld or escrowed amounts shall be distributed to the General Partner, the Partner and Limited Partners and the Special Limited Partner in the manner and order of priority set forth in Section 13.2(a), as soon as practicable.

Winding Up. (i) A. Upon the occurrence of a Liquidating Event, the Partnership shall continue solely for the purposes of winding up its affairs in an orderly manner, liquidating its assets, and satisfying the claims of its creditors and Partners. (ii) . No Partner shall take any action that is inconsistent with, or not necessary to or appropriate for, the winding up of the Partnership’s 's business and affairs. (iii) . The General Partner, Partner (or, if in the event there is no remaining General Partner, any Person elected by a Majority in Interest of the Limited Partners holding at least a “majority in interest” (the General Partner or such other Person being referred to herein as the “"Liquidator”"), ) shall be responsible for overseeing the winding up and dissolution of the Partnership and shall take full account of the Partnership’s 's liabilities and property assets and the Partnership property shall be liquidated as promptly as is consistent with obtaining the fair value thereof, and the proceeds therefrom (which may, to the extent determined by the General Partner, include shares of common stock or other securities of the General Partner) shall be applied and distributed in the following order: (Ai) First, to the payment and discharge of all of the Partnership’s 's debts and liabilities to creditors other than the Partners; (Bii) Second, to the payment and discharge of all of the Partnership’s 's debts and liabilities to the General Partner; (Ciii) Third, to the payment and discharge of all of the Partnership’s 's debts and liabilities to the other Partners; and (Div) the The balance, if any, shall be distributed to all the Partners (including the Special Limited Partner) with positive Capital Accounts in accordance with their respective positive Capital Account balances determined after giving effect to all allocations contributions and distributions for all periods, and after taking into account all Capital Account adjustments for the Partnership taxable year during which the liquidation occurs (other than those made as a result of the liquidating distribution set forth in Exhibit B and all prior distributions under this Section 5.1. (iv) 13.2.A(iv). The General Partner shall not receive any additional compensation for any services performed pursuant to this Article 1313 other than reimbursement of its expenses as provided in Section 7.4. (v) Any distributions pursuant to this Section 13.2(a) shall be made by the end of the Partnership’s taxable year in which the liquidation occurs (or, if later, within 90 days after the date of the liquidation). (i) B. Notwithstanding the provisions of Section 13.2(a) hereof 13.2.A which require liquidation of the assets of the Partnership, but subject to the order of priorities set forth therein, if prior to or upon dissolution of the Partnership the Liquidator determines that an immediate sale of part or all of the Partnership’s 's assets would be impractical or would cause undue loss to the Partners (including the Special Limited Partner)Partners, the Liquidator may, in its sole and absolute discretion, defer for a reasonable time the liquidation of any asset assets except those necessary to satisfy liabilities of the Partnership (including to those Partners, including the Special Limited Partner, Partners as creditors) or and/or distribute to the Partners (including the Special Limited Partner)Partners, in lieu of cash, as tenants in common and in accordance with the provisions of Section 13.2(a) hereof13.2.A, undivided interests in such Partnership assets as the Liquidator deems not suitable for liquidation. (ii) Any such distributions in kind shall be made only if, in the good faith judgment of the Liquidator, such distributions in kind are in the best interests of the Partners (including the Special Limited Partner), and shall be subject to such conditions relating to the disposition and management of such properties as the Liquidator deems reasonable and equitable and to any agreements governing the operation of such properties at such time. (iii) The Liquidator shall determine the fair market value of any property distributed in kind using such reasonable method of valuation as it may adopt. (c) In the discretion of the Liquidator, a pro rata portion of the distributions that would otherwise be made to the General Partner, the Limited Partners and the Special Limited Partner pursuant to this Article 13 may be: (A) distributed to a trust established for the benefit of the General Partner, the Limited Partners and the Special Limited Partner for the purposes of liquidating Partnership assets, collecting amounts owed to the Partnership, and paying any contingent or unforeseen liabilities or obligations of the Partnership or the General Partner arising out of or in connection with the Partnership; the assets of any such trust shall be distributed to the General Partner, the Limited Partners and the Special Limited Partner from time to time, in the reasonable discretion of the Liquidator, in the same proportions as the amount distributed to such trust by the Partnership would otherwise have been distributed to the General Partner, the Limited Partners and the Special Limited Partner pursuant to this Agreement; or (B) withheld or escrowed to provide a reasonable reserve for Partnership liabilities (contingent or otherwise) and to reflect the unrealized portion of any installment obligations owed to the Partnership, provided that such withheld or escrowed amounts shall be distributed to the General Partner, the Limited Partners and the Special Limited Partner in the manner and order of priority set forth in Section 13.2(a), as soon as practicable.such

Winding Up. (i) A. Upon the occurrence of a Liquidating Event, the Partnership shall continue solely for the purposes of winding up its affairs in an orderly manner, liquidating its assets, and satisfying the claims of its creditors and Partners. (ii) . No Partner shall take any action that is inconsistent with, or not necessary to or appropriate for, the winding up of the Partnership’s 's business and affairs. (iii) . The General Partner, Partner or, if in the event there is no remaining General Partner, any Person elected by a majority in interest of the Limited Partners holding at least a “majority in interest” (the General Partner or such other Person being referred to herein as the “"Liquidator”), ") shall be responsible for overseeing the winding up and dissolution of the Partnership and shall take full account of the Partnership’s 's liabilities and property and the Partnership property shall be liquidated as promptly as is consistent with obtaining the fair value thereof, and the proceeds therefrom (which may, to the extent determined by the General Partner, include shares of common stock or other securities of the General Partner) shall be applied and distributed in the following order: (A1) First, to the payment and discharge satisfaction of all of the Partnership’s 's debts and liabilities liabilities, including all contingent, conditional or immature claims and obligations to creditors other than the PartnersPartners (whether by payment or the making of reasonable provision for payment thereof); (B2) Second, to the payment and discharge of all of the Partnership’s 's debts and liabilities to the General Partner; (C3) Third, to the payment and discharge of all of the Partnership’s 's debts and liabilities to the other Partners; and; (D4) the balance, The balance if any, shall be distributed to all the Partners (including the Special Limited Partner) with positive Capital Accounts in accordance with their respective the positive Capital Account balances of the Partners, after giving effect to all contributions, distributions, and allocations in Exhibit B and for all prior distributions under Section 5.1. (iv) periods. The General Partner shall not receive any additional compensation for any services performed pursuant to this Article 13. (v) Any distributions pursuant to this Section 13.2(a) shall be made by the end of the Partnership’s taxable year in which the liquidation occurs (or, if later, within 90 days after the date of the liquidation). (i) B. Notwithstanding the provisions of Section 13.2(a) 13.2.A hereof which require liquidation of the assets of the Partnership, but subject to the order of priorities set forth therein, if prior to or upon dissolution of the Partnership the Liquidator determines that an immediate sale of part or all of the Partnership’s 's assets would be impractical or would cause undue loss to the Partners (including the Special Limited Partner)Partners, the Liquidator may, in its sole and absolute discretiondiscretion (subject to its obligation to gradually settle and close the Partnership's business under Section 17-803 of the Act), defer for a reasonable time the liquidation of any asset assets except those necessary to satisfy liabilities of the Partnership (including to those Partners, including the Special Limited Partner, Partners as creditors) or distribute to the Partners (including the Special Limited Partner), in lieu of cash, as tenants in common and in accordance with the provisions of Section 13.2(a) hereof, undivided interests in such Partnership assets as the Liquidator deems not suitable for liquidation. (ii) Any such distributions in kind shall be made only if, in the good faith judgment of the Liquidator, such distributions in kind are in the best interests of the Partners (including the Special Limited Partner), and shall be subject to such conditions relating to the disposition and management of such properties as the Liquidator deems reasonable and equitable and to any agreements governing the operation of such properties at such time. (iii) The Liquidator shall determine the fair market value of any property distributed in kind using such reasonable method of valuation as it may adopt. (c) In the discretion of the Liquidator, a pro rata portion of the distributions that would otherwise be made to the General Partner, the Limited Partners and the Special Limited Partner pursuant to this Article 13 may be: (A) distributed to a trust established for the benefit of the General Partner, the Limited Partners and the Special Limited Partner for the purposes of liquidating Partnership assets, collecting amounts owed to the Partnership, and paying any contingent or unforeseen liabilities or obligations of the Partnership or the General Partner arising out of or in connection with the Partnership; the assets of any such trust shall be distributed to the General Partner, the Limited Partners and the Special Limited Partner from time to time, in the reasonable discretion of the Liquidator, in the same proportions as the amount distributed to such trust by the Partnership would otherwise have been distributed to the General Partner, the Limited Partners and the Special Limited Partner pursuant to this Agreement; or (B) withheld or escrowed to provide a reasonable reserve for Partnership liabilities (contingent or otherwise) and to reflect the unrealized portion of any installment obligations owed to the Partnership, provided that such withheld or escrowed amounts shall be distributed to the General Partner, the Limited Partners and the Special Limited Partner in the manner and order of priority set forth in Section 13.2(a), as soon as practicable.

Winding Up. (i) Upon the occurrence of a Liquidating Eventan Event of Dissolution, ---------- the Partnership Partnership's affairs shall continue solely for be wound up by the purposes Chairman of winding up its affairs in an orderly manner, liquidating its assets, and satisfying the claims of its creditors and Partners. (ii) No Partner shall take any action that is inconsistent withExecutive Committee, or not necessary to or appropriate for, the winding up of the Partnership’s business and affairs. (iii) The General Partner, or, if there is no remaining General Partnersuch Chairman, any Person elected by such other person or persons agreed by the Limited Partners holding at least a “majority in interest” (or required by law to wind up its affairs, as follows: a. A statement of the General Partner or such other Person being referred to herein as the “Liquidator”), shall be responsible for overseeing the winding up assets and dissolution liabilities of the Partnership as of the date of dissolution shall be prepared. b. The assets and properties of the Partnership shall take full account be liquidated or valued at their fair market value by the Chairman or an appraiser selected by the Chairman as promptly as possible, and receivables collected, all in an orderly and businesslike manner so as not to involve undue sacrifice. c. The assets of the Partnership’s liabilities and property and the Partnership property shall be liquidated as promptly as is consistent with obtaining the fair value thereof, and including the proceeds therefrom (which mayof liquidation, to the extent determined by the General Partner, include shares of common stock or other securities of the General Partner) shall be applied and distributed in the following orderorder of priority: (A) First, i. to the payment and discharge of all of the Partnership’s debts and liabilities to creditors other than the Partners; (B) Second, to the payment and discharge of all of the Partnership’s debts and liabilities to the General Partner; (C) Third, to the payment and discharge of all of the Partnership’s debts and liabilities to the other Partners; and (D) the balance, if any, shall be distributed to all Partners (including the Special Limited Partner) with positive Capital Accounts in accordance with their respective positive Capital Account balances after giving effect to all allocations in Exhibit B and all prior distributions under Section 5.1. (iv) The General Partner shall not receive any additional compensation for any services performed pursuant to this Article 13. (v) Any distributions pursuant to this Section 13.2(a) shall be made by the end of the Partnership’s taxable year in which the liquidation occurs (or, if later, within 90 days after the date of the liquidation). (i) Notwithstanding the provisions of Section 13.2(a) hereof which require liquidation of the assets of the Partnership, but subject to the order of priorities set forth therein, if prior to or upon dissolution of the Partnership the Liquidator determines that an immediate sale of part or all of the Partnership’s assets would be impractical or would cause undue loss to the Partners (including the Special Limited Partner), the Liquidator may, in its sole and absolute discretion, defer for a reasonable time the liquidation of any asset except those necessary to satisfy liabilities of the Partnership (including to those Partnersthird parties; ii. to establishing any reserves that the Chairman, including the Special Limited Partner, as creditors) or distribute to the Partners (including the Special Limited Partner), in lieu of cash, as tenants in common and in accordance with the provisions of Section 13.2(a) hereofsound business judgment, undivided interests in such Partnership assets as the Liquidator deems not suitable reasonably necessary for liquidation. (ii) Any such distributions in kind shall be made only if, in the good faith judgment of the Liquidator, such distributions in kind are in the best interests of the Partners (including the Special Limited Partner), and shall be subject to such conditions relating to the disposition and management of such properties as the Liquidator deems reasonable and equitable and to any agreements governing the operation of such properties at such time. (iii) The Liquidator shall determine the fair market value of any property distributed in kind using such reasonable method of valuation as it may adopt. (c) In the discretion of the Liquidator, a pro rata portion of the distributions that would otherwise be made to the General Partner, the Limited Partners and the Special Limited Partner pursuant to this Article 13 may be: (A) distributed to a trust established for the benefit of the General Partner, the Limited Partners and the Special Limited Partner for the purposes of liquidating Partnership assets, collecting amounts owed to the Partnership, and paying any contingent or unforeseen liabilities or obligations of the Partnership, which reserves may be paid over by the Chairman to an escrow agent selected by it to be held by such agent for the purpose of: (a) distributing such reserves in payment of the aforementioned contingencies, and (b) upon the expiration of such period as the Chairman may deem advisable, distributing the balance thereof in the manner provided herein; iii. to the pari passu payment of Deficit Loans; ---- ----- iv. to payment of any other loans to the Partnership by the Partners; v. to the Partners in accordance with Section 4.1 of this Agreement. If there are any outstanding Deficit Loans, any amounts otherwise payable to the Defaulting Partner under this Section 10.2.c. shall be paid to the Complying Partner until the Deficit Loans are paid in full. No Partner shall be obligated to make up or the General Partner arising out satisfy a deficit in its capital account. Upon dissolution of or in connection with the Partnership; the assets of any such trust shall be distributed , each Partner hereby grants to the General Partner, the Limited other Partners and the Special Limited Partner from time to time, in the reasonable discretion of the Liquidator, in the same proportions as the amount distributed to such trust by the Partnership would otherwise have been distributed an exclusive (other than with respect to the General granting Partner), the Limited Partners perpetual, royalty-free license to use any and the Special Limited Partner pursuant to this Agreement; or (B) withheld all intellectual property rights developed by or escrowed to provide a reasonable reserve for Partnership liabilities (contingent or otherwise) and to reflect the unrealized portion of any installment obligations owed contributed to the Partnership, including but not limited to trademarks, service marks, copyrights, trade secrets, and patents ("Partnership IP Rights"); provided that such withheld or escrowed amounts the Partners acknowledge and agree that Xxxxx International, Ltd., which owns the name "Product Information Network," shall be distributed at all times continue to own all rights thereto, subject only to the General limited right of the Partnership to use such name during the terms of the Partnership. Each Partner agrees that, following the dissolution of the Partnership, it will not challenge the validity of or right to use any Partnership IP Right by the Partners as contemplated herein, and further agrees to cooperate in good faith, and to execute any documents reasonably required to perfect or protect any ownership interest in a Partnership IP Right. Following the dissolution of the Partnership, in the event of litigation involving a Partnership IP Right, or third-party challenge to a Partner's rights thereto, each Partner will cooperate in good faith with, and at the expense of, the Limited Partners and the Special Limited Partner in the manner and order of priority set forth in Section 13.2(a), as soon as practicablechoosing to litigate or respond to such challenge.

Winding Up. (ia) Upon the occurrence of a Liquidating Event, the Partnership shall continue solely for the purposes of winding up its affairs in an orderly manner, liquidating its assets, and satisfying the claims of its creditors and Partners. (ii) . No Partner shall take any action that is inconsistent with, or not necessary to or appropriate for, the winding up of the Partnership’s business and affairs. (iii) . The General Partner, or, if in the event there is no remaining General Partner, any Person elected by a majority of the Percentage Interests of the Limited Partners holding at least a “majority in interest” (the General Partner or such other Person being referred to herein as the “Liquidator”), shall be responsible for overseeing the winding up and dissolution of the Partnership and shall take full account of the Partnership’s liabilities and property and the Partnership property shall be liquidated as promptly as is consistent with obtaining the fair value thereof, and the proceeds therefrom (which may, to the extent determined by the General PartnerLiquidator following Partnership Board Approval, include shares of common stock or other securities REIT Shares of the General PartnerCompany) shall be applied and distributed in the following order: (A1) First, to the payment and discharge in satisfaction of all of the Partnership’s debts Debts and liabilities to creditors other than the PartnersPartners (whether by payment or the making of reasonable provision for payment thereof); (B2) Second, to the payment and discharge of all of the Partnership’s debts Debts and liabilities to the General PartnerPartner (whether by payment or the making of reasonable provision for payment thereof), including, but not limited to, amounts due as reimbursements under Section 7.4; (C3) Third, to the payment and discharge of all of the Partnership’s debts Debts and liabilities to the other Partners; and (D4) the The balance, if any, shall be distributed to all the Partners (including the Special Limited Partner) with positive Capital Accounts in accordance with their respective positive Capital Account balances Accounts, after giving effect to all contributions, distributions, and allocations in Exhibit B and for all prior distributions under Section 5.1. (iv) periods. The General Partner shall not receive any additional compensation for any services performed pursuant to this Article 13. (v) Any distributions pursuant to this Section 13.2(a) shall be made by the end of the Partnership’s taxable year in which the liquidation occurs (or, if later, within 90 days after the date of the liquidation). (ib) Notwithstanding the provisions of Section 13.2(a) hereof which require liquidation of the assets of the Partnership, but subject to the order of priorities set forth therein, if prior to or upon dissolution of the Partnership the Liquidator Liquidator, following Partnership Board Approval, determines that an immediate sale of part or all of the Partnership’s assets would be impractical or would cause undue loss to the Partners (including the Special Limited Partner)Partners, the Liquidator may, in its sole and absolute discretion, may defer for a reasonable time the liquidation of any asset assets except those necessary to satisfy liabilities of the Partnership (including to those Partners, including the Special Limited Partner, Partners as creditors) or and/or distribute to the Partners (including the Special Limited Partner)Partners, in lieu of cash, as tenants in common and in accordance with the provisions of Section 13.2(a) hereof), undivided interests in such Partnership assets as the Liquidator deems not suitable for liquidation. (ii) . Any such distributions in kind shall be made only if, in the good faith judgment of the Liquidator, following Partnership Board Approval, such distributions in kind are in the best interests interest of the Partners (including the Special Limited Partner)Partners, and shall be subject to such conditions relating to the disposition and management of such properties as the Liquidator deems reasonable and equitable and to any agreements governing the operation of such properties at such time. (iii) . The Liquidator shall determine the fair market value of any property distributed in kind using such reasonable method of valuation as it may adopt. (c) In the discretion of the Liquidator, following Partnership Board Approval, a pro rata portion of the distributions that would otherwise be made to the General Partner, the Limited Partners and the Special Limited Partner pursuant to this Article 13 may be: (A1) distributed to a trust established for the benefit of the General Partner, the Partner and Limited Partners and the Special Limited Partner for the purposes of liquidating Partnership assets, collecting amounts owed to the Partnership, and paying any contingent or unforeseen liabilities or obligations of the Partnership or the General Partner arising out of or in connection with the Partnership; the . The assets of any such trust shall be distributed to the General Partner, the Partner and Limited Partners and the Special Limited Partner from time to time, in the reasonable discretion of the Liquidator, following Partnership Board Approval, in the same proportions as the amount distributed to such trust by the Partnership would otherwise have been distributed to the General Partner, the Partner and Limited Partners and the Special Limited Partner pursuant to this Agreement; or (B2) withheld or escrowed to provide a reasonable reserve for Partnership liabilities (contingent or otherwise) and to reflect the unrealized portion of any installment obligations owed to the Partnership; provided, provided that such withheld or escrowed amounts shall be distributed to the General Partner, the Partner and Limited Partners and the Special Limited Partner in the manner and order of priority set forth in Section 13.2(a), ) as soon as practicable.

Winding Up. (i) A. Upon the occurrence of a Liquidating Event, the Partnership shall continue solely for the purposes of winding up its affairs in an orderly manner, liquidating its assets, and satisfying the claims of its creditors and Partners. (ii) . No Partner shall take any action that is inconsistent with, or not necessary to or appropriate for, the winding up of the Partnership’s 's business and affairs. (iii) . The General Partner, Partner (or, if in the event there is no remaining General Partner, any Person elected by a Majority in Interest of the Limited Partners holding at least a “majority in interest” (the General Partner or such other Person being referred to herein as the “"Liquidator”"), ) shall be responsible for overseeing the winding up and dissolution of the Partnership and shall take full account of the Partnership’s 's liabilities and property and the Partnership property shall be liquidated as promptly as is consistent with obtaining the fair value thereof, and the proceeds therefrom (which may, to the extent determined by the General Partner, include shares of common stock or other securities of in the General Partner) shall be applied and distributed in the following order: (A1) First, to the payment and discharge of or provision for all of the Partnership’s 's debts and liabilities to creditors other than the Partners; (B2) Second, to the payment and discharge of or provision for all of the Partnership’s 's debts and liabilities to the General Partner; (C3) Third, to the payment and discharge of or provision for all of the Partnership’s 's debts and liabilities to the other Partners; and (D4) the The balance, if any, shall be distributed to all the General Partner and Limited Partners (including the Special Limited Partner) with positive Capital Accounts in accordance with their respective positive Capital Account balances balances, determined after giving effect to taking into account all allocations Capital Account adjustments for the Partnership taxable year during which the liquidation occurs (other than those made as a result of the liquidating distribution set forth in Exhibit B and all prior distributions under this Section 5.1. (iv) 13.2.A(4)). The General Partner shall not receive any additional compensation for any services performed pursuant to this Article 1313 other than reimbursement of its expenses as provided in Section 7.4. (v) Any distributions pursuant to this Section 13.2(a) shall be made by the end of the Partnership’s taxable year in which the liquidation occurs (or, if later, within 90 days after the date of the liquidation). (i) B. Notwithstanding the provisions of Section 13.2(a) 13.2.A hereof which require liquidation of the assets of the Partnership, but subject to the order of priorities set forth therein, if prior to or upon dissolution of the Partnership the Liquidator determines that an immediate sale of part or all of the Partnership’s 's assets would be impractical or would cause undue loss to the Partners (including the Special Limited Partner)Partners, the Liquidator may, in its sole and absolute discretion, defer for a reasonable time the liquidation of any asset assets except those necessary to satisfy liabilities of the Partnership (including to those Partners, including the Special Limited Partner, Partners as creditors) or and/or distribute to the Partners (including the Special Limited Partner)Partners, in lieu of cash, as tenants in common and in accordance with the provisions of Section 13.2(a) 13.2.A hereof, undivided interests in such Partnership assets as the Liquidator deems not suitable for liquidation. (ii) . Any such distributions in kind shall be made only if, in the good faith judgment of the Liquidator, such distributions in kind are in the best interests interest of the Partners (including the Special Limited Partner)Partners, and shall be subject to such conditions relating to the disposition and management of such properties as the Liquidator deems reasonable and equitable and to any agreements governing the operation of such properties at such time. (iii) . The Liquidator shall determine the fair market value of any property distributed in kind using such reasonable method of valuation as it may adopt. (c) In the discretion of the Liquidator, a pro rata portion of the distributions that would otherwise be made to the General Partner, the Limited Partners and the Special Limited Partner pursuant to this Article 13 may be: (A) distributed to a trust established for the benefit of the General Partner, the Limited Partners and the Special Limited Partner for the purposes of liquidating Partnership assets, collecting amounts owed to the Partnership, and paying any contingent or unforeseen liabilities or obligations of the Partnership or the General Partner arising out of or in connection with the Partnership; the assets of any such trust shall be distributed to the General Partner, the Limited Partners and the Special Limited Partner from time to time, in the reasonable discretion of the Liquidator, in the same proportions as the amount distributed to such trust by the Partnership would otherwise have been distributed to the General Partner, the Limited Partners and the Special Limited Partner pursuant to this Agreement; or (B) withheld or escrowed to provide a reasonable reserve for Partnership liabilities (contingent or otherwise) and to reflect the unrealized portion of any installment obligations owed to the Partnership, provided that such withheld or escrowed amounts shall be distributed to the General Partner, the Limited Partners and the Special Limited Partner in the manner and order of priority set forth in Section 13.2(a), as soon as practicable.

Winding Up. (i) Upon the occurrence of a Liquidating Event, the Partnership shall continue solely for the purposes of winding up its affairs in an orderly manner, liquidating its assets, and satisfying the claims of its creditors and Partners. (ii) No Partner shall take any action that is inconsistent with, or not necessary to or appropriate for, the winding up of the Partnership’s business and affairs. (iii) The General Partner, or, if there is no remaining General Partner, any Person elected unanimously by the Limited Partners holding at least a “majority in interest” (the General Partner or such other Person being referred to herein as the “Liquidator”), shall be responsible for overseeing the winding up and dissolution of the Partnership and shall take full account of the Partnership’s liabilities and property and the Partnership property shall be liquidated as promptly as is consistent with obtaining the fair value thereof, and the proceeds therefrom (which may, to the extent determined by the General Partner, include shares of common stock Common Stock or other securities of the General Partner) shall be applied and distributed in the following order: (A) Firstfirst, to the payment and discharge of all of the Partnership’s debts and liabilities to creditors other than the Partners; (B) Secondsecond, to the payment and discharge of all of the Partnership’s debts and liabilities to the General Partner; (C) Thirdthird, to the payment and discharge of all of the Partnership’s debts and liabilities to the other Partners; and (D) the balance, if any, shall be distributed to all Partners (including the Special Limited Partner) with positive Capital Accounts in accordance with their respective positive Capital Account balances after giving effect to all allocations in Exhibit B and all prior distributions under the provisions of Section 5.15.1(b). (iv) The General Partner shall not receive any additional compensation for any services performed pursuant to this Article 13. (v) Any distributions pursuant to this Section 13.2(a) shall be made by the end of the Partnership’s taxable year in which the liquidation occurs (or, if later, within 90 days after the date of the liquidation). (i) Notwithstanding the provisions of Section 13.2(a) hereof which require liquidation of the assets of the Partnership, but subject to the order of priorities set forth therein, if prior to or upon dissolution of the Partnership the Liquidator determines that an immediate sale of part or all of the Partnership’s assets would be impractical or would cause undue loss to the Partners (including considered as a whole) and the Special Limited Partner), the Liquidator may, in its sole and absolute discretion, defer for a reasonable time the liquidation of any asset except those necessary to satisfy liabilities of the Partnership (including to those Partners, including the Special Limited Partner, as creditors) or distribute to the Partners (including and the Special Limited Partner), in lieu of cash, as tenants in common and in accordance with the provisions of Section 13.2(a) hereof), undivided interests in such Partnership assets as the Liquidator deems not suitable for liquidation. (ii) Any such distributions in kind shall be made only if, in the good faith judgment of the Liquidator, such distributions in kind are in the best interests of the Partners (including considered as a whole) and the Special Limited Partner), and shall be subject to such conditions relating to the disposition and management of such properties as the Liquidator deems reasonable and equitable and to any agreements governing the operation of such properties at such time. (iii) The Liquidator shall determine the fair market value of any property distributed in kind using such reasonable method of valuation as it may adopt. (c) In the discretion of the Liquidator, a pro rata portion of the distributions that would otherwise be made to the General Partner, the Limited Partners and the Special Limited Partner pursuant to this Article 13 may be: (A) distributed to a trust established for the benefit of the General Partner, the Limited Partners and the Special Limited Partner for the purposes of liquidating Partnership assets, collecting amounts owed to the Partnership, and paying any contingent or unforeseen liabilities or obligations of the Partnership or the General Partner arising out of or in connection with the Partnership; the assets of any such trust shall be distributed to the General Partner, the Limited Partners and the Special Limited Partner from time to time, in the reasonable discretion of the Liquidator, in the same proportions as the amount distributed to such trust by the Partnership would otherwise have been distributed to the General Partner, the Limited Partners and the Special Limited Partner pursuant to this Agreement; or (B) withheld or escrowed to provide a reasonable reserve for Partnership liabilities (contingent or otherwise) and to reflect the unrealized portion of any installment obligations owed to the Partnership, provided provided, however, that such withheld or escrowed amounts shall be distributed to the General Partner, the Limited Partners and the Special Limited Partner in the manner and order of priority set forth in Section 13.2(a), as soon as practicable.

Winding Up. (i) A. Upon the occurrence of a Liquidating Event, the Partnership shall continue solely for the purposes of winding up its affairs in an orderly manner, liquidating its assets, and satisfying the claims of its creditors and Partners. (ii) . No Partner shall take any action that is inconsistent with, or not necessary to or appropriate for, the winding up of the Partnership’s 's business and affairs. (iii) . The General Partner, Partner or, if in the event there is no remaining General Partner, any Person elected by a majority in interest of the Limited Partners holding at least a “majority in interest” (the General Partner or such other Person being referred to herein as the “Liquidator”), ) shall be responsible for overseeing the winding up and dissolution of the Partnership and shall take full account of the Partnership’s 's liabilities and property and the Partnership property shall be liquidated as promptly as is consistent with obtaining the fair value thereof, and the proceeds therefrom (which may, to the extent determined by the General Partner, include shares of common stock or other securities of the General Partner) shall be applied and distributed in the following order: (A1) First, to the payment and discharge satisfaction of all of the Partnership’s 's debts and liabilities liabilities, including all contingent, conditional or immature claims and obligations to creditors other than the PartnersPartners (whether by payment or the making of reasonable provision for payment thereof); (B2) Second, to the payment and discharge of all of the Partnership’s 's debts and liabilities to the General Partner; (C3) Third, to the payment and discharge of all of the Partnership’s 's debts and liabilities to the other Partners; and; (D4) the balance, The balance if any, shall be distributed to all the Partners (including the Special Limited Partner) with positive Capital Accounts in accordance with their respective the positive Capital Account balances of the Partners, after giving effect to all contributions, distributions, and allocations in Exhibit B and for all prior distributions under Section 5.1. (iv) periods. The General Partner shall not receive any additional compensation for any services performed pursuant to this Article 13. (v) Any distributions pursuant to this Section 13.2(a) shall be made by the end of the Partnership’s taxable year in which the liquidation occurs (or, if later, within 90 days after the date of the liquidation). (i) B. Notwithstanding the provisions of Section 13.2(a) 13.2.A hereof which require liquidation of the assets of the Partnership, but subject to the order of priorities set forth therein, if prior to or upon dissolution of the Partnership the Liquidator determines that an immediate sale of part or all of the Partnership’s 's assets would be impractical or would cause undue loss to the Partners (including the Special Limited Partner)Partners, the Liquidator may, in its sole and absolute discretiondiscretion (subject to its obligation to gradually settle and close the Partnership's business under Section 17-803 of the Act), defer for a reasonable time the liquidation of any asset assets except those necessary to satisfy liabilities of the Partnership (including to those Partners, including the Special Limited Partner, Partners as creditors) or distribute to the Partners (including the Special Limited Partner), in lieu of cash, as tenants in common and in accordance with the provisions of Section 13.2(a) hereof, undivided interests in such Partnership assets as the Liquidator deems not suitable for liquidation. (ii) Any such distributions in kind shall be made only if, in the good faith judgment of the Liquidator, such distributions in kind are in the best interests of the Partners (including the Special Limited Partner), and shall be subject to such conditions relating to the disposition and management of such properties as the Liquidator deems reasonable and equitable and to any agreements governing the operation of such properties at such time. (iii) The Liquidator shall determine the fair market value of any property distributed in kind using such reasonable method of valuation as it may adopt. (c) In the discretion of the Liquidator, a pro rata portion of the distributions that would otherwise be made to the General Partner, the Limited Partners and the Special Limited Partner pursuant to this Article 13 may be: (A) distributed to a trust established for the benefit of the General Partner, the Limited Partners and the Special Limited Partner for the purposes of liquidating Partnership assets, collecting amounts owed to the Partnership, and paying any contingent or unforeseen liabilities or obligations of the Partnership or the General Partner arising out of or in connection with the Partnership; the assets of any such trust shall be distributed to the General Partner, the Limited Partners and the Special Limited Partner from time to time, in the reasonable discretion of the Liquidator, in the same proportions as the amount distributed to such trust by the Partnership would otherwise have been distributed to the General Partner, the Limited Partners and the Special Limited Partner pursuant to this Agreement; or (B) withheld or escrowed to provide a reasonable reserve for Partnership liabilities (contingent or otherwise) and to reflect the unrealized portion of any installment obligations owed to the Partnership, provided that such withheld or escrowed amounts shall be distributed to the General Partner, the Limited Partners and the Special Limited Partner in the manner and order of priority set forth in Section 13.2(a), as soon as practicable.

Winding Up. (i) A. Upon the occurrence of a Liquidating EventDissolution Event or a Terminating Capital Transaction, the Partnership shall continue solely for the purposes of winding up its affairs in an orderly manner, liquidating its assets, and satisfying the claims of its creditors and Partners. (ii) . No Partner shall take any action that is inconsistent with, or not necessary to or appropriate for, the winding up of the Partnership’s 's business and affairs. (iii) . The General Partner, or, if in the event there is no remaining General Partner, any Person elected by a majority in interest of the Limited Partners holding at least a “majority in interest” (the General Partner or such other Person being referred to herein as the “"Liquidator”"), shall be responsible for overseeing the winding up and dissolution of the Partnership and shall take full account of the Partnership’s 's liabilities and property and the Partnership property shall be liquidated as promptly as is consistent with obtaining the fair value thereof, and the proceeds therefrom (which may, to the extent determined by the General Partner, include shares of common stock or other securities of in the General Partner) shall be applied and distributed in the following order: (A1) First, to the payment and discharge of all of the Partnership’s 's debts and liabilities to creditors other than the Partners; (B2) Second, to the payment and discharge of all of the Partnership’s 's debts and liabilities to the General Partner; (C3) Third, to the payment and discharge of all of the Partnership’s 's debts and liabilities to the other Partners; and (D4) the The balance, if any, shall be distributed to all Partners (including the Special Limited Partner) with positive Capital Accounts in accordance with their respective positive Capital Account balances after giving effect to all contributions, distributions, and allocations in Exhibit B and for all prior distributions under Section 5.1. (iv) periods, to those Partners with positive Capital Account balances, to the extent of such positive Capital Account balances. The General Partner shall not receive any additional compensation for any services performed pursuant to this Article 13. (v) Any distributions pursuant to this Section 13.2(a) shall be made by the end of the Partnership’s taxable year in which the liquidation occurs (or, if later, within 90 days after the date of the liquidation). (i) B. Notwithstanding the provisions of Section 13.2(a) 13.2.A hereof which require liquidation of the assets of the Partnership, but subject to the order of priorities set forth therein, if prior to or upon dissolution of the Partnership Partnership, the Liquidator determines that an immediate sale of part or all of the Partnership’s 's assets would be impractical or would cause undue loss to the Partners (including the Special Limited Partner)Partners, the Liquidator may, in its sole and absolute discretion, defer for a reasonable time the liquidation of any asset assets except those necessary to satisfy liabilities of the Partnership (including those to those Partners, including the Special Limited Partner, Partners as creditors) or and/or distribute to the Partners (including the Special Limited Partner)Partners, in lieu of cash, as tenants in common and in accordance with the provisions of Section 13.2(a) 13.2.A hereof, undivided interests in such Partnership assets as the Liquidator deems not suitable for liquidation. (ii) . Any such distributions in kind shall be made only if, in the good faith judgment of the Liquidator, such distributions in kind are in the best interests interest of the Partners (including the Special Limited Partner)Partners, and shall be subject to such conditions relating to the disposition and management of such properties as the Liquidator deems reasonable and equitable and to any agreements governing the operation of such properties at such time. (iii) . The Liquidator shall determine the fair market value of any property distributed in kind using such reasonable method of valuation as it may adopt. (c) C. In the discretion of the Liquidator, a pro rata portion of the distributions that would otherwise be made to the General Partner, the Partner and Limited Partners and the Special Limited Partner pursuant to this Article 13 may be: (A1) distributed to a trust established for the benefit of the General Partner, the Partner and Limited Partners and the Special Limited Partner for the purposes of liquidating Partnership assets, collecting amounts owed to the Partnership, and paying any contingent or unforeseen liabilities or obligations of the Partnership or the General Partner arising out of or in connection with the Partnership; the . The assets of any such trust shall be distributed to the General Partner, the Partner and Limited Partners and the Special Limited Partner from time to time, in the reasonable discretion of the Liquidator, in the same proportions as the amount distributed to such trust by the Partnership would otherwise have been distributed to the General Partner, the Partner and Limited Partners and the Special Limited Partner pursuant to this Agreement; or (B2) withheld or escrowed to provide a reasonable reserve for Partnership liabilities (contingent or otherwise) and to reflect the unrealized portion of any installment obligations owed to the Partnership, provided that such withheld or escrowed amounts shall be distributed to the General Partner, the Partner and Limited Partners and the Special Limited Partner in the manner and order of priority set forth in Section 13.2(a), 13.2.A as soon as practicable.

Winding Up. (ia) Upon Subject to the occurrence of a Liquidating EventSBIC Act and Section 8.03, when the Partnership is dissolved, the Partnership shall continue solely for the purposes of winding up its affairs in an orderly manner, liquidating its assets, property and satisfying the claims of its creditors and Partners. (ii) No Partner shall take any action that is inconsistent with, or not necessary to or appropriate for, the winding up business of the Partnership’s business and affairs. (iii) The Partnership will be liquidated by the General Partner, or, Partner or if there is no remaining General PartnerPartner or the General Partner is unable to act, any Person elected a person designated by the holders of a Majority in Interest of the Limited Partners holding at least a “majority in interest” (the General Partner or such other Person being referred to herein as the “Liquidator”), shall be responsible for overseeing . (b) Within a reasonable period (and subject to the winding up requirements of Treasury Regulation Sections 1.704-1(b)(ii)(g) and 1.704-1(b)(2)(ii)(b)(2)) after the effective date of dissolution of the Partnership, the affairs of the Partnership will be wound up and the Partnership’s assets will be distributed as provided in the SBIC Act and the Act. The liquidation shall be carried out as promptly as practicable with obtaining the fair value of the Partnership’s Assets. The General Partner or Liquidator shall take full account of the Partnership’s assets and liabilities and property shall determine which assets shall be distributed in kind and which assets shall be liquidated. Notwithstanding the foregoing, the General Partner or Liquidator shall notify any Limited Partner that is a banking or other financial institution prior to making any distributions of Portfolio Securities in kind to such Limited Partner and, upon written direction from such Limited Partner, shall sell such Portfolio Securities and distribute the net proceeds from such sale to such Limited Partner. Assets of the Partnership property shall be liquidated as promptly as is consistent with obtaining the fair value thereof, and or the proceeds therefrom (which maytherefrom, if the General Partner or the Liquidator elects to liquidate the same, to the extent determined by the General Partnersufficient therefor, include shares of common stock or other securities of the General Partner) shall be applied and distributed in the following order: (Ai) First, to To the payment and discharge of all of the Partnership’s debts and liabilities to creditors other than the Partners;liabilities. (Bii) SecondTo the setting up of such reserves as the General Partner or the Liquidator, to as applicable, may deem reasonably necessary for any contingent or unforeseen liabilities or obligations of the payment and discharge Partnership arising out of all of or in connection with the Partnership’s debts and liabilities to business, provided that any such reserve will be held by the General Partner;Partner or the Liquidator, as applicable, for the purpose of disbursing such reserves in payment of any such liabilities or obligations and at the expiration of such period as the General Partner or Liquidator, as applicable, shall deem advisable (but in no event to exceed eighteen months from the date of liquidation, unless an extension of the time is consented to by a Majority in Interest of the Limited Partners), to distribute the balance remaining as provided in this Section 8.02(b). (Ciii) Third, to the payment and discharge The balance of all of the Partnership’s debts and liabilities to the other Partners; and (D) the balance, if any, such assets or proceeds shall be distributed to all the General Partner and Limited Partners (including the Special Limited Partner) with positive Capital Accounts in accordance with their respective positive Capital Account balances after giving effect to all allocations in Exhibit B and all prior distributions under Section 5.1. (iv) The General Partner shall not receive any additional compensation for any services performed pursuant to this Article 13. (v) Any distributions balances. Distributions pursuant to this Section 13.2(a) shall 8.02 may be made by the end of the Partnership’s taxable year in which the liquidation occurs (or, if later, within 90 days after the date of the liquidation). (i) Notwithstanding the provisions of Section 13.2(a) hereof which require liquidation of the assets of the Partnership, but subject to the order of priorities set forth therein, if prior to or upon dissolution of the Partnership the Liquidator determines that an immediate sale of part or all of the Partnership’s assets would be impractical or would cause undue loss to the Partners (including the Special Limited Partner), the Liquidator may, in its sole and absolute discretion, defer for a reasonable time the liquidation of any asset except those necessary to satisfy liabilities of the Partnership (including to those Partners, including the Special Limited Partner, as creditors) or distribute to the Partners (including the Special Limited Partner), in lieu of cash, as tenants in common and in accordance with the provisions of Section 13.2(a) hereof, undivided interests in such Partnership assets as the Liquidator deems not suitable for liquidation. (ii) Any such distributions in kind shall be made only if, in the good faith judgment of the Liquidator, such distributions in kind are in the best interests of the Partners (including the Special Limited Partner), and shall be subject to such conditions relating to the disposition and management of such properties as the Liquidator deems reasonable and equitable and to any agreements governing the operation of such properties at such time. (iii) The Liquidator shall determine the fair market value of any property distributed in kind using such reasonable method of valuation as it may adopt. (c) In the discretion of the Liquidator, a pro rata portion of the distributions that would otherwise be made to the General Partner, the Limited Partners and the Special Limited Partner pursuant to this Article 13 may be: (A) distributed to a trust established for the benefit of the General Partner, the Limited Partners and the Special Limited Partner for the purposes of liquidating Partnership assetsAssets, collecting amounts owed to the Partnership, and paying any contingent or unforeseen liabilities or obligations of the Partnership or the General Partner arising out of or in connection with the Partnership; the . The assets of any such trust shall be distributed to the General Partner, the Limited Partners and the Special Limited Partner from time to time, in the reasonable discretion of the General Partner or the Liquidator, as applicable, in the same proportions as the amount distributed to such trust by the Partnership would otherwise have been distributed to the General PartnerPartners pursuant to this Agreement. Except as otherwise may be required by the Act, an individual or entity that is a creditor of the Partnership by reason of its withdrawal or termination as a Limited Partner shall be entitled to receive distributions pursuant to this Section 8.02 only at the time of and from funds available for distribution to the Limited Partners and shall not have any priority in receipt of such funds senior to that of the Special Limited Partner pursuant to this Agreement; or (B) withheld or escrowed to provide a reasonable reserve for Partnership liabilities (contingent or otherwise) and to reflect the unrealized portion of any installment obligations owed to the Partnership, provided that such withheld or escrowed amounts shall be distributed to the General Partner, the Limited Partners and the Special Limited Partner in the manner and order of priority set forth in Section 13.2(a), as soon as practicablePartners.

Winding Up. (i) A. Upon the occurrence of a Liquidating Event, the Partnership shall continue solely for the purposes of winding up its affairs in an orderly manner, liquidating its assets, and satisfying the claims of its creditors and Partners. (ii) . No Partner shall take any action that is inconsistent with, or not necessary to or appropriate for, the winding up of the Partnership’s 's business and affairs. (iii) . The General Partner, Partner (or, if in the event there is no remaining General Partner, any Person elected by a majority in interest of the Limited Partners holding at least a “majority in interest” (the General Partner or such other Person being referred to herein as the “Liquidator”"LIQUIDATOR"), ) shall be responsible for overseeing the winding up and dissolution of the Partnership and shall take full account of the Partnership’s 's liabilities and property and the Partnership property shall be liquidated as promptly as is consistent with obtaining the fair value thereof, and the proceeds therefrom (which may, to the extent determined by the General PartnerPartner in its sole discretion, include shares of common stock or other securities of any equity interests in the General Partner) shall be applied and distributed in the following order: (A1) First, to the payment and discharge of all of the Partnership’s 's debts and liabilities to creditors other than the Partners; (B2) Second, to the payment and discharge of all of the Partnership’s 's debts and liabilities to the General Partner; (C3) Third, to the payment and discharge of all of the Partnership’s 's debts and liabilities to the other Partners; and (D4) the The balance, if any, shall be distributed to all the General Partner and Limited Partners (including the Special Limited Partner) with positive Capital Accounts in accordance with their respective positive Capital Account balances Accounts, after giving effect to all contributions, distributions, and allocations in Exhibit B and for all prior distributions under Section 5.1periods. (iv) The General Partner shall not receive any additional compensation for any services performed pursuant to this Article 13. (v) Any distributions pursuant to this Section 13.2(a) shall be made by the end of the Partnership’s taxable year in which the liquidation occurs (or, if later, within 90 days after the date of the liquidation). (i) B. Notwithstanding the provisions of Section 13.2(a) hereof 13.2.A hereof, which require liquidation of the assets of the Partnership, but subject to the order of priorities set forth therein, if prior to or upon dissolution of the Partnership the Liquidator determines that an immediate sale of part or all of the Partnership’s 's assets would be impractical or would cause undue loss to the Partners (including the Special Limited Partner)Partners, then the Liquidator may, in its sole and absolute discretion, defer for a reasonable time the liquidation of any asset assets except those necessary to satisfy liabilities of the Partnership (including to those Partners, including the Special Limited Partner, Partners as creditors) or and/or distribute to the Partners (including the Special Limited Partner)Partners, in lieu of cash, as tenants in common and in accordance with the provisions of Section 13.2(a) 13.2.A hereof, undivided interests in such Partnership assets as the Liquidator deems not suitable for liquidation. (ii) . Any such distributions in kind shall be made only if, in the good faith judgment of the Liquidator, such distributions in kind are in the best interests interest of the Partners (including the Special Limited Partner)Partners, and shall be subject to such conditions relating to the disposition and management of such properties as the Liquidator deems reasonable and equitable and to any agreements governing the operation of such properties at such time. (iii) . The Liquidator shall determine the fair market value of any property distributed in kind using such reasonable method of valuation as it may adopt. (c) In the discretion of the Liquidator, a pro rata portion of the distributions that would otherwise be made to the General Partner, the Limited Partners and the Special Limited Partner pursuant to this Article 13 may be: (A) distributed to a trust established for the benefit of the General Partner, the Limited Partners and the Special Limited Partner for the purposes of liquidating Partnership assets, collecting amounts owed to the Partnership, and paying any contingent or unforeseen liabilities or obligations of the Partnership or the General Partner arising out of or in connection with the Partnership; the assets of any such trust shall be distributed to the General Partner, the Limited Partners and the Special Limited Partner from time to time, in the reasonable discretion of the Liquidator, in the same proportions as the amount distributed to such trust by the Partnership would otherwise have been distributed to the General Partner, the Limited Partners and the Special Limited Partner pursuant to this Agreement; or (B) withheld or escrowed to provide a reasonable reserve for Partnership liabilities (contingent or otherwise) and to reflect the unrealized portion of any installment obligations owed to the Partnership, provided that such withheld or escrowed amounts shall be distributed to the General Partner, the Limited Partners and the Special Limited Partner in the manner and order of priority set forth in Section 13.2(a), as soon as practicable.

Winding Up. (i) A. Upon the occurrence of a Liquidating EventEvent that results in the dissolution of the Partnership, the Partnership shall continue solely for the purposes of winding up its affairs in an orderly manner, liquidating its assets, and satisfying the claims of its creditors and Partners. (ii) . No Partner shall take any action that is inconsistent with, or not necessary to or appropriate for, the winding up of the Partnership’s 's business and affairs. (iii) . The General Partner, or, if in the event there is no remaining General Partner, any Person elected by the Limited Partners holding at least a “majority in interest” of the Limited Partnership Interests (the General Partner or such other Person being referred to herein as the “"Liquidator”"), shall be responsible for overseeing the winding up and dissolution termination of the Partnership and shall take full account of the Partnership’s 's liabilities and property and the Partnership property shall be liquidated as promptly as is consistent with obtaining the fair value thereof, and the proceeds therefrom (which may, to the extent determined by the General Partner, include shares of common stock beneficial interest or other securities of the General PartnerPartner or an Affiliate thereof) shall be applied and distributed in the following order: (A1) First, to the payment and discharge (or making reasonable provision for paying) of all of the Partnership’s 's debts and liabilities to creditors other than the Partners; (B2) Second, to the payment and discharge of all of the Partnership’s 's debts and liabilities to the General Partner; (C) Third, to the payment and discharge of all of the Partnership’s debts and liabilities to the other Partners; and (D3) the The balance, if any, shall be distributed to all the General Partner and Limited Partners (including to the Special Limited Partner) with positive Capital Accounts extent of and in accordance with the positive balances in their respective positive Capital Account balances Accounts, after giving effect to all contributions, distributions, and allocations in Exhibit B and for all prior distributions under Section 5.1. (iv) periods. The General Partner shall not receive any additional compensation for any services performed pursuant to this Article 13. (v) Any distributions pursuant to this Section 13.2(a) shall be made by the end of the Partnership’s taxable year in which the liquidation occurs (or, if later, within 90 days after the date of the liquidation). (i) B. Notwithstanding the provisions of Section 13.2(a) hereof 13.2A which require liquidation of the assets of the Partnership, but subject to the order of priorities set forth therein, if prior to or upon dissolution of the Partnership the Liquidator determines that an immediate sale of part or all of the Partnership’s 's assets would be impractical or would cause undue loss to the Partners (including the Special Limited Partner)Partners, the Liquidator may, in its sole and absolute discretion, defer for a reasonable time the liquidation of any asset except those necessary to satisfy liabilities of the Partnership (including to those Partners, including the Special Limited Partner, Partners as creditors) or and/or distribute to the Partners (including the Special Limited Partner)Partners, in lieu of cash, as tenants in common and in accordance with the provisions of Section 13.2(a) hereof13.2A, undivided interests in such Partnership assets as the Liquidator deems not suitable for liquidation. (ii) . Any such distributions in kind shall be made only if, in the good faith judgment of the Liquidator, such distributions in kind are in the best interests of the Partners (including the Special Limited Partner)Partners, and shall be subject to such conditions relating to the disposition and management of such properties as the Liquidator deems reasonable and equitable and to any agreements governing the operation of such properties at such time. (iii) . The Liquidator shall determine the fair market value of any property distributed in kind using such reasonable method of valuation as it may adopt. (c) C. In the sole discretion of the Liquidator, a pro rata portion of the distributions that would otherwise be made to the General Partner, the Partner and Limited Partners and the Special Limited Partner pursuant to this Article 13 may be: (A1) distributed to a trust established for the benefit of the General Partner, the Partner and Limited Partners and the Special Limited Partner for the purposes of liquidating Partnership assets, collecting amounts owed to the Partnership, and paying any contingent or unforeseen liabilities or obligations (including contingent) of the Partnership or the General Partner arising out of or in connection with the Partnership; the . The assets of any such trust shall be distributed to the General Partner, the Partner and Limited Partners and the Special Limited Partner from time to time, in the reasonable discretion of the Liquidator, in the same proportions as the amount distributed to such trust by the Partnership would otherwise have been distributed to the General Partner, the Partner and Limited Partners and the Special Limited Partner pursuant to this Agreement; or (B2) withheld or escrowed to provide a reasonable reserve for Partnership liabilities (contingent or otherwise) and to reflect the unrealized portion of any installment obligations owed to the Partnership, provided that such withheld or escrowed amounts shall be distributed to the General Partner, the Partner and Limited Partners and the Special Limited Partner in the manner and order of priority set forth in Section 13.2(a), 13.2A as soon as practicable.

Winding Up. (i) Upon the occurrence of a Liquidating Event, the Partnership shall continue solely for the purposes of winding up its affairs in an orderly manner, liquidating its assets, and satisfying the claims of its creditors and Partners. (ii) No Partner shall take any action that is inconsistent with, or not necessary to or appropriate for, the winding up of the Partnership’s business and affairs. (iii) The General Partner, or, if in the event there is no remaining General Partner, any Person elected unanimously by the Special Limited Partner and Limited Partners holding at least a “majority in interest” (the General Partner or such other Person being referred to herein as the “Liquidator”), shall be responsible for overseeing the winding up and dissolution of the Partnership and shall take full account of the Partnership’s liabilities and property and the Partnership property shall be liquidated as promptly as is consistent with obtaining the fair value thereof, and the proceeds therefrom (which may, to the extent determined by the General Partner, include shares of common stock or other securities of the General Partner) shall be applied and distributed in the following order: (A) First, to the payment and discharge of all of the Partnership’s debts and liabilities to creditors other than the Partners; (B) Second, to the payment and discharge of all of the Partnership’s debts and liabilities to the General Partner; (C) Third, to the payment and discharge of all of the Partnership’s debts and liabilities to the other Partners; and (D) the balance, if any, as follows: (1) 100% of all sums distributable by the Partnership shall be distributed paid to the General Partner and Limited Partners in accordance with each Partner’s respective Percentage Interest until the Limited Partners receive distributions from the Partnership in an amount equal to the sum of the First Level Return and Net Investment and the Stockholders receive dividends from the General Partner equal to the sum of the First Level Return and the Net Investment; (2) 100% of all Partners sums distributable by the Partnership shall be paid to the Special Limited Partner until the Special Limiter Partner receives distributions from the Partnership in an amount equal to the sum of the SLP Distribution and the Net Investment; (including 3) 30% of all sums distributable by the Partnership shall be paid to the Special Limited Partner) with positive Capital Accounts , and 70% of all sums distributable by the Partnership shall be paid to the General Partner and Limited Partners in accordance with their each Partner’s respective positive Capital Account balances Percentage Interest until the Limited Partners receive distributions from the Partnership in an amount equal to the sum of the Second Level Return and Net Investment and the Stockholders receive dividends from the General Partner equal to the sum of the Second Level Return and the Net Investment; and (4) 40% of all sums distributable by the Partnership shall be paid to the Special Limited Partner, and 60% of all sums distributable by the Partnership shall be paid to the General Partner and Limited Partners in accordance with each Partner’s respective Percentage Interest after giving effect the General Partner and the Limited Partners receive the distributions described in 13.2(a)(iii)(D)(3). (5) All amounts distributed by the Partnership pursuant to all allocations in Exhibit B and all prior distributions under Article 5 should be taken into account for purposes of this Section 5.1.13.2(a)(iii)D. (iv) The General Partner shall not receive any additional compensation for any services performed pursuant to this Article 13. (v) Any distributions pursuant to this Section 13.2(a) shall be made by the end of the Partnership’s taxable year in which the liquidation occurs (or, if later, within 90 days after the date of the liquidation). (i) Notwithstanding the provisions of Section 13.2(a) hereof which require liquidation of the assets of the Partnership, but subject to the order of priorities set forth therein, if prior to or upon dissolution of the Partnership the Liquidator determines that an immediate sale of part or all of the Partnership’s assets would be impractical or would cause undue loss to the Partners (including the Special Limited Partner)Partners, the Liquidator may, in its sole and absolute discretion, defer for a reasonable time the liquidation of any asset except those necessary to satisfy liabilities of the Partnership (including to those Partners, including the Special Limited Partner, Partners as creditors) or distribute to the Partners (including the Special Limited Partner)Partners, in lieu of cash, as tenants in common and in accordance with the provisions of Section 13.2(a) hereof, undivided interests in such Partnership assets as the Liquidator deems not suitable for liquidation. (ii) Any such distributions in kind shall be made only if, in the good faith judgment of the Liquidator, such distributions in kind are in the best interests of the Partners (including the Special Limited Partner)Partners, and shall be subject to such conditions relating to the disposition and management of such properties as the Liquidator deems reasonable and equitable and to any agreements governing the operation of such properties at such time. (iii) The Liquidator shall determine the fair market value of any property distributed in kind using such reasonable method of valuation as it may adopt. (c) In the discretion of the Liquidator, a pro rata portion of the distributions that would otherwise be made to the General Partner, the Limited Partners and the Special Limited Partner and Limited Partners pursuant to this Article 13 may be: (A) distributed to a trust established for the benefit of the General Partner, the Limited Partners and the Special Limited Partner and Limited Partners for the purposes of liquidating Partnership assets, collecting amounts owed to the Partnership, and paying any contingent or unforeseen liabilities or obligations of the Partnership or the General Partner arising out of or in connection with the Partnership; the assets of any such trust shall be distributed to the General Partner, the Limited Partners and the Special Limited Partner and Limited Partners from time to time, in the reasonable discretion of the Liquidator, in the same proportions as the amount distributed to such trust by the Partnership would otherwise have been distributed to the General Partner, the Limited Partners and the Special Limited Partner and Limited Partners pursuant to this Agreement; or (B) withheld or escrowed to provide a reasonable reserve for Partnership liabilities (contingent or otherwise) and to reflect the unrealized portion of any installment obligations owed to the Partnership, provided that such withheld or escrowed amounts shall be distributed to the General Partner, the Limited Partners and the Special Limited Partner and Limited Partners in the manner and order of priority set forth in Section 13.2(a), as soon as practicable.

Winding Up. (i) A. Upon the occurrence of a Liquidating Event, the Partnership shall continue solely for the purposes of winding up its affairs in an orderly manner, liquidating its assets, and satisfying the claims of its creditors and Partners. (ii) . No Partner shall take any action that is inconsistent with, or not necessary to or appropriate for, the winding up of the Partnership’s business and affairs. (iii) . The General Partner, or, if in the event there is no remaining General Partner, any Person elected by a majority of the Percentage Interests of the Limited Partners holding at least a “majority in interest” (the General Partner or such other Person being referred to herein as the “Liquidator”), shall be responsible for overseeing the winding up and dissolution of the Partnership and shall take full account of the Partnership’s liabilities and property and the Partnership property shall be liquidated as promptly as is consistent with obtaining the fair value thereof, and the proceeds therefrom (which may, to the extent determined by the General PartnerLiquidator and approved by the Board of Directors, include shares of common stock or other securities REIT Shares of the General PartnerCompany) shall be applied and distributed in the following order: (A1) First, to the payment and discharge in satisfaction of all of the Partnership’s debts Debts and liabilities to creditors other than the PartnersPartners (whether by payment or the making of reasonable provision for payment thereof); (B2) Second, to the payment and discharge of all of the Partnership’s debts Debts and liabilities to the General PartnerPartner (whether by payment or the making of reasonable provision for payment thereof), including, but not limited to, amounts due as reimbursements under Section 7.4; (C3) Third, to the payment and discharge of all of the Partnership’s debts Debts and liabilities to the other Partners; and (D4) the The balance, if any, shall be distributed to all the Partners (including the Special Limited Partner) with positive Capital Accounts in accordance with their respective positive Capital Account balances Accounts, after giving effect to all contributions, distributions, and allocations in Exhibit B and for all prior distributions under Section 5.1. (iv) periods. The General Partner shall not receive any additional compensation for any services performed pursuant to this Article 13. (v) Any distributions pursuant to this Section 13.2(a) shall be made by the end of the Partnership’s taxable year in which the liquidation occurs (or, if later, within 90 days after the date of the liquidation). (i) B. Notwithstanding the provisions of Section 13.2(a13.2(A) hereof which require liquidation of the assets of the Partnership, but subject to the order of priorities set forth therein, if prior to or upon dissolution of the Partnership the Liquidator Liquidator, following the direction and approval of the Board of Directors, determines that an immediate sale of part or all of the Partnership’s assets would be impractical or would cause undue loss to the Partners (including the Special Limited Partner)Partners, the Liquidator may, in its sole and absolute discretion, may defer for a reasonable time the liquidation of any asset assets except those necessary to satisfy liabilities of the Partnership (including to those Partners, including the Special Limited Partner, Partners as creditors) or and/or distribute to the Partners (including the Special Limited Partner)Partners, in lieu of cash, as tenants in common and in accordance with the provisions of Section 13.2(a13.2(A) hereof, undivided interests in such Partnership assets as the Liquidator deems not suitable for liquidation. (ii) . Any such distributions in kind shall be made only if, in the good faith judgment of the Liquidator, following the direction and approval of the Board of Directors, such distributions in kind are in the best interests interest of the Partners (including the Special Limited Partner)Partners, and shall be subject to such conditions relating to the disposition and management of such properties as the Liquidator deems reasonable and equitable and to any agreements governing the operation of such properties at such time. (iii) . The Liquidator shall determine the fair market value of any property distributed in kind using such reasonable method of valuation as it may adopt. (c) C. In the discretion of the Liquidator, following the direction and approval of the Board of Directors, a pro rata portion of the distributions that would otherwise be made to the General Partner, the Limited Partners and the Special Limited Partner pursuant to this Article 13 may be: (A1) distributed to a trust established for the benefit of the General Partner, the Partner and Limited Partners and the Special Limited Partner for the purposes of liquidating Partnership assets, collecting amounts owed to the Partnership, and paying any contingent or unforeseen liabilities or obligations of the Partnership or the General Partner arising out of or in connection with the Partnership; the . The assets of any such trust shall be distributed to the General Partner, the Partner and Limited Partners and the Special Limited Partner from time to time, in the reasonable discretion of the Liquidator, following the direction and approval of the Board of Directors, in the same proportions as the amount distributed to such trust by the Partnership would otherwise have been distributed to the General Partner, the Partner and Limited Partners and the Special Limited Partner pursuant to this Agreement; or (B2) withheld or escrowed to provide a reasonable reserve for Partnership liabilities (contingent or otherwise) and to reflect the unrealized portion of any installment obligations owed to the Partnership; provided, provided that such withheld or escrowed amounts shall be distributed to the General Partner, the Partner and Limited Partners and the Special Limited Partner in the manner and order of priority set forth in Section 13.2(a), 13.2(A) as soon as practicable.

Winding Up. (i) A. Upon the occurrence of a Liquidating EventEvent that results in the dissolution of the Partnership, the Partnership shall continue solely for the purposes of winding up its affairs in an orderly manner, liquidating its assets, and satisfying the claims of its creditors and Partners. (ii) . No Partner shall take any action that is inconsistent with, or not necessary to or appropriate for, the winding up of the Partnership’s 's business and affairs. (iii) . The General Partner, or, if in the event there is no remaining General Partner, any Person elected by the Limited Partners holding at least a “majority in interest” of the Limited Partnership Interests (the General Partner or such other Person being referred to herein as the “"Liquidator”"), shall be responsible for overseeing the winding up and dissolution termination of the Partnership and shall take full account of the Partnership’s 's liabilities and property and the Partnership property shall be liquidated as promptly as is consistent with obtaining the fair value thereof, and the proceeds therefrom (which may, to the extent determined by the General Partner, include shares of common stock beneficial interest or other securities of the General PartnerPartner or an Affiliate thereof) shall be applied and distributed in the following order: (A1) First, to the payment and discharge (or making reasonable provision for paying) of all of the Partnership’s 's debts and liabilities to creditors other than the Partners; (B2) Second, to the payment and discharge of all of the Partnership’s 's debts and liabilities to the General PartnerPartners; (C3) Third, to the payment and discharge of all of the Partnership’s debts and liabilities General Partner to the other Partnersextent required under any OP Preferred Units or Other OP Units senior to the OP Common Units, in accordance with the terms and priorities set forth in the respective OP Unit Designations; and (D4) the The balance, if any, shall be distributed to all the Partners (including the Special Limited Partner) with positive Capital Accounts and Assignees owning OP Common Units in accordance with proportion to their respective positive Capital Account balances after giving effect Percentage Interests (and to all allocations in Exhibit B and all prior distributions under Section 5.1. (iv) the holders of any Other OP Units junior to OP Common Units, to the extent of their entitlement, if any). The General Partner shall not receive any additional compensation for any services performed pursuant to this Article 13. (v) Any distributions pursuant to this Section 13.2(a) shall be made by the end of the Partnership’s taxable year in which the liquidation occurs (or, if later, within 90 days after the date of the liquidation). (i) B. Notwithstanding the provisions of Section 13.2(a) hereof 13.2A which require liquidation of the assets of the Partnership, but subject to the order of priorities set forth therein, if prior to or upon dissolution of the Partnership the Liquidator determines that an immediate sale of part or all of the Partnership’s 's assets would be impractical or would cause undue loss to the Partners (including the Special Limited Partner)Partners, the Liquidator may, in its sole and absolute discretion, defer for a reasonable time the liquidation of any asset except those necessary to satisfy liabilities of the Partnership (including to those Partners, including the Special Limited Partner, Partners as creditors) or and/or distribute to the Partners (including the Special Limited Partner)Partners, in lieu of cash, as tenants in common and in accordance with the provisions of Section 13.2(a) hereof13.2A, undivided interests in such Partnership assets as the Liquidator deems not suitable for liquidation. (ii) . Any such distributions in kind shall be made only if, in the good faith judgment of the Liquidator, such distributions in kind are in the best interests of the Partners (including the Special Limited Partner)Partners, and shall be subject to such conditions relating to the disposition and management of such properties as the Liquidator deems reasonable and equitable and to any agreements governing the operation of such properties at such time. (iii) . The Liquidator shall determine the fair market value of any property distributed in kind using such reasonable method of valuation as it may adopt. (c) C. In the sole discretion of the Liquidator, a pro rata portion of the distributions that would otherwise be made to the General Partner, the Partner and Limited Partners and the Special Limited Partner pursuant to this Article 13 may be: (A1) distributed to a trust established for the benefit of the General Partner, the Partner and Limited Partners and the Special Limited Partner for the purposes of liquidating Partnership assets, collecting amounts owed to the Partnership, and paying any contingent or unforeseen liabilities or obligations (including contingent) of the Partnership or the General Partner arising out of or in connection with the Partnership; the . The assets of any such trust shall be distributed to the General Partner, the Partner and Limited Partners and the Special Limited Partner from time to time, in the reasonable discretion of the Liquidator, in the same priorities and proportions as the amount distributed to such trust by the Partnership would otherwise have been distributed to the General Partner, the Partner and Limited Partners and the Special Limited Partner pursuant to this Agreement; or (B2) withheld or escrowed to provide a reasonable reserve for Partnership liabilities (contingent or otherwise) and to reflect the unrealized portion of any installment obligations owed to the Partnership, provided that such withheld or escrowed amounts shall be distributed to the General Partner, the Partner and Limited Partners and the Special Limited Partner in the manner and order of priority set forth in Section 13.2(a), 13.2A as soon as practicable.

Winding Up. (i) Upon the occurrence of a Liquidating Event, the Partnership shall continue solely for the purposes of winding up its affairs in an orderly manner, liquidating its assets, and satisfying the claims of its creditors and Partners. (ii) No Partner shall take any action that is inconsistent with, or not necessary to or appropriate for, the winding up of the Partnership’s business and affairs. (iii) The General Partner, or, if in the event there is no remaining General Partner, any Person elected unanimously by the Associate General Partner and Limited Partners holding at least a “majority in interest” (the General Partner or such other Person being referred to herein as the ““ Liquidator”), shall be responsible for overseeing the winding up and dissolution of the Partnership and shall take full account of the Partnership’s liabilities and property and the Partnership property shall be liquidated as promptly as is consistent with obtaining the fair value thereof, and the proceeds therefrom (which may, to the extent determined by the General Partner, include shares of common stock or other securities of the General Partner) shall be applied and distributed in the following order: (A) First, to the payment and discharge of all of the Partnership’s debts and liabilities to creditors other than the Partners; (B) Second, to the payment and discharge of all of the Partnership’s debts and liabilities to the General Partner; (C) Third, to the payment and discharge of all of the Partnership’s debts and liabilities to the other Partners; and (D) the balance, if any, as follows: (1) 100% of all sums distributable by the Partnership shall be distributed paid to all the General Partner and Limited Partners (including the Special Limited Partner) with positive Capital Accounts in accordance with their each Partner’s respective positive Capital Account balances Percentage Interest until the Limited Partners receive distributions from the Partnership in an amount equal to the sum of the First Level Return and Net Investment and the Stockholders receive dividends from the General Partner equal to the sum of the First Level Return and the Net Investment; (2) 100% of all sums distributable by the Partnership shall be paid to the Associate General Partner until the Associate Limiter Partner receives distributions from the Partnership in an amount equal to the sum of the SLP Distribution and the Net Investment; (3) 30% of all sums distributable by the Partnership shall be paid to the Associate General Partner, and 70% of all sums distributable by the Partnership shall be paid to the General Partner and Limited Partners in accordance with each Partner’s respective Percentage Interest until the Limited Partners receive distributions from the Partnership in an amount equal to the sum of the Second Level Return and Net Investment and the Stockholders receive dividends from the General Partner equal to the sum of the Second Level Return and the Net Investment; and (4) 40% of all sums distributable by the Partnership shall be paid to the Associate General Partner, and 60% of all sums distributable by the Partnership shall be paid to the General Partner and Limited Partners in accordance with each Partner’s respective Percentage Interest after giving effect the General Partner and the Limited Partners receive the distributions described in 13.2(a)(iii)(D)(3). (5) All amounts distributed by the Partnership pursuant to all allocations in Exhibit B and all prior distributions under Article 5 should be taken into account for purposes of this Section 5.1.13.2(a)(iii)D. (iv) The General Partner shall not receive any additional compensation for any services performed pursuant to this Article 13. (v) Any distributions pursuant to this Section 13.2(a) shall be made by the end of the Partnership’s taxable year in which the liquidation occurs (or, if later, within 90 days after the date of the liquidation). (i) Notwithstanding the provisions of Section 13.2(a) hereof which require liquidation of the assets of the Partnership, but subject to the order of priorities set forth therein, if prior to or upon dissolution of the Partnership the Liquidator determines that an immediate sale of part or all of the Partnership’s assets would be impractical or would cause undue loss to the Partners (including the Special Limited Partner)Partners, the Liquidator may, in its sole and absolute discretion, defer for a reasonable time the liquidation of any asset except those necessary to satisfy liabilities of the Partnership (including to those Partners, including the Special Limited Partner, Partners as creditors) or distribute to the Partners (including the Special Limited Partner)Partners, in lieu of cash, as tenants in common and in accordance with the provisions of Section 13.2(a) hereof, undivided interests in such Partnership assets as the Liquidator deems not suitable for liquidation. (ii) Any such distributions in kind shall be made only if, in the good faith judgment of the Liquidator, such distributions in kind are in the best interests of the Partners (including the Special Limited Partner)Partners, and shall be subject to such conditions relating to the disposition and management of such properties as the Liquidator deems reasonable and equitable and to any agreements governing the operation of such properties at such time. (iii) The Liquidator shall determine the fair market value of any property distributed in kind using such reasonable method of valuation as it may adopt. (c) In the discretion of the Liquidator, a pro rata portion of the distributions that would otherwise be made to the General Partner, the Associate General Partner and Limited Partners and the Special Limited Partner pursuant to this Article 13 may be: (A) distributed to a trust established for the benefit of the General Partner, the Associate General Partner and Limited Partners and the Special Limited Partner for the purposes of liquidating Partnership assets, collecting amounts owed to the Partnership, and paying any contingent or unforeseen liabilities or obligations of the Partnership or the General Partner arising out of or in connection with the Partnership; the assets of any such trust shall be distributed to the General Partner, the Associate General Partner and Limited Partners and the Special Limited Partner from time to time, in the reasonable discretion of the Liquidator, in the same proportions as the amount distributed to such trust by the Partnership would otherwise have been distributed to the General Partner, the Associate General Partner and Limited Partners and the Special Limited Partner pursuant to this Agreement; or (B) withheld or escrowed to provide a reasonable reserve for Partnership liabilities (contingent or otherwise) and to reflect the unrealized portion of any installment obligations owed to the Partnership, provided that such withheld or escrowed amounts shall be distributed to the General Partner, the Associate General Partner and Limited Partners and the Special Limited Partner in the manner and order of priority set forth in Section 13.2(a), as soon as practicable.

Winding Up. (i) A. Upon the occurrence of a Liquidating Event, the Partnership shall continue solely for the purposes of winding up its affairs in an orderly manner, liquidating its assets, and satisfying the claims of its creditors and Partners. (ii) . No Partner shall take any action that is inconsistent with, or not necessary to or appropriate for, the winding up of the Partnership’s business and affairs. (iii) . The General Partner, or, if in the event there is no remaining General Partner, any Person elected by the Limited Partners holding at least a “majority in interest” of the Limited Partnership Interests (the General Partner or such other Person being referred to herein as the “Liquidator”), shall be responsible for overseeing the winding up and dissolution of the Partnership and shall take full account of the Partnership’s liabilities and property and the Partnership property shall be liquidated as promptly as is consistent with obtaining the fair value thereof, and the proceeds therefrom (which may, to the extent determined by the General Partner, include shares of common stock beneficial interest or other securities of the General PartnerCompany) shall be applied and distributed in the following order: (Ai) First, to the payment and discharge of all of the Partnership’s debts and liabilities to creditors other than the Partners; (Bii) Second, to the payment and discharge of all of the Partnership’s debts and liabilities to the General Partner; (Ciii) Third, to the payment and discharge of all of the Partnership’s debts and liabilities to the other Partners; (iv) Fourth, to the General Partner and Limited Partners to the extent of and in accordance with the positive balances in their Capital Accounts, after giving effect to all contributions, distributions, and allocations for all periods; and (Dv) the The balance, if any, shall be distributed to all the Partners (including the Special Limited Partner) with positive Capital Accounts in accordance with according to their respective positive Capital Account balances after giving effect to all allocations in Exhibit B and all prior distributions under Section 5.1. (iv) Percentage Interests. The General Partner shall not receive any additional compensation for any services performed pursuant to this Article 13. (v) Any distributions pursuant to this Section 13.2(a) shall be made by the end of the Partnership’s taxable year in which the liquidation occurs (or, if later, within 90 days after the date of the liquidation). (i) B. Notwithstanding the provisions of Section 13.2(a) 13.2A hereof which require liquidation of the assets of the Partnership, but subject to the order of priorities set forth therein, if prior to or upon dissolution of the Partnership the Liquidator determines that an immediate sale of part or all of the Partnership’s assets would be impractical or would cause undue loss to the Partners (including the Special Limited Partner)Partners, the Liquidator may, in its sole and absolute discretion, defer for a reasonable time the liquidation of any asset except those necessary to satisfy liabilities of the Partnership (including to those Partners, including the Special Limited Partner, Partners as creditors) or and/or distribute to the Partners (including the Special Limited Partner)Partners, in lieu of cash, as tenants in common and in accordance with the provisions of Section 13.2(a) 13.2A hereof, undivided interests in such Partnership assets as the Liquidator deems not suitable for liquidation. (ii) . Any such distributions in kind shall be made only if, in the good faith judgment of the Liquidator, such distributions in kind are in the best interests of the Partners (including the Special Limited Partner)Partners, and shall be subject to such conditions relating to the disposition and management of such properties as the Liquidator deems reasonable and equitable and to any agreements governing the operation of such properties at such time. (iii) . The Liquidator shall determine the fair market value of any property distributed in kind using such reasonable method of valuation as it may adopt. (c) C. In the discretion of the Liquidator, a pro rata portion of the distributions that would otherwise be made to the General Partner, the Partner and Limited Partners and the Special Limited Partner pursuant to this Article 13 may be: (A1) distributed to a trust established for the benefit of the General Partner, the Partner and Limited Partners and the Special Limited Partner for the purposes of liquidating Partnership assets, collecting amounts owed to the Partnership, and paying any contingent or unforeseen liabilities or obligations of the Partnership or the General Partner arising out of or in connection with the Partnership; the . The assets of any such trust shall be distributed to the General Partner, the Partner and Limited Partners and the Special Limited Partner from time to time, in the reasonable discretion of the Liquidator, in the same proportions as the amount distributed to such trust by the Partnership would otherwise have been distributed to the General Partner, the Partner and Limited Partners and the Special Limited Partner pursuant to this Agreement; or (B2) withheld or escrowed to provide a reasonable reserve for Partnership liabilities (contingent or otherwise) and to reflect the unrealized portion of any installment obligations owed to the Partnership, provided that such withheld or escrowed amounts shall be distributed to the General Partner, the Partner and Limited Partners and the Special Limited Partner in the manner and order of priority set forth in Section 13.2(a), 13.2A as soon as practicable.

Winding Up. (i) Upon the occurrence of a Liquidating Event, the Partnership shall continue solely for the purposes of winding up its affairs in an orderly manner, liquidating its assets, and satisfying the claims of its creditors and Partners. (ii) No Partner shall take any action that is inconsistent with, or not necessary to or appropriate for, the winding up of the Partnership’s business and affairs. (iii) The General Partner, or, if in the event there is no remaining General Partner, any Person elected unanimously by the Limited Partners holding at least a “majority in interest” (the General Partner or such other Person being referred to herein as the “Liquidator”), shall be responsible for overseeing the winding up and dissolution of the Partnership and shall take full account of the Partnership’s liabilities and property and the Partnership property shall be liquidated as promptly as is consistent with obtaining the fair value thereof, and the proceeds therefrom (which may, to the extent determined by the General Partner, include shares of common stock or other securities of the General Partner) shall be applied and distributed in the following order: (A) First, to the payment and discharge of all of the Partnership’s debts and liabilities to creditors other than the Partners; (B) Second, to the payment and discharge of all of the Partnership’s debts and liabilities to the General Partner; (C) Third, to the payment and discharge of all of the Partnership’s debts and liabilities to the other Partners; and (D) the balance, if any, shall be distributed to all Partners (including the Special Limited Partner) with positive Capital Accounts in accordance with their respective positive Capital Account balances after giving effect to all allocations in Exhibit B and all prior distributions under Section 5.1Accounts. (iv) The General Partner shall not receive any additional compensation for any services performed pursuant to this Article 13. (v) Any distributions pursuant to this Section 13.2(a) shall be made by the end of the Partnership’s taxable year in which the liquidation occurs (or, if later, within 90 days after the date of the liquidation). (i) Notwithstanding the provisions of Section 13.2(a) hereof which require liquidation of the assets of the Partnership, but subject to the order of priorities set forth therein, if prior to or upon dissolution of the Partnership the Liquidator determines that an immediate sale of part or all of the Partnership’s assets would be impractical or would cause undue loss to the Partners (including the Special Limited Partner)Partners, the Liquidator may, in its sole and absolute discretion, defer for a reasonable time the liquidation of any asset except those necessary to satisfy liabilities of the Partnership (including to those Partners, including the Special Limited Partner, Partners as creditors) or distribute to the Partners (including the Special Limited Partner)Partners, in lieu of cash, as tenants in common and in accordance with the provisions of Section 13.2(a) hereof, undivided interests in such Partnership assets as the Liquidator deems not suitable for liquidation. (ii) Any such distributions in kind shall be made only if, in the good faith judgment of the Liquidator, such distributions in kind are in the best interests of the Partners (including the Special Limited Partner)Partners, and shall be subject to such conditions relating to the disposition and management of such properties as the Liquidator deems reasonable and equitable and to any agreements governing the operation of such properties at such time. (iii) The Liquidator shall determine the fair market value of any property distributed in kind using such reasonable method of valuation as it may adopt. (c) In the discretion of the Liquidator, a pro rata portion of the distributions that would otherwise be made to the General Partner, the Partner and Limited Partners and the Special Limited Partner pursuant to this Article 13 may be: (A) distributed to a trust established for the benefit of the General Partner, the Partner and Limited Partners and the Special Limited Partner for the purposes of liquidating Partnership assets, collecting amounts owed to the Partnership, and paying any contingent or unforeseen liabilities or obligations of the Partnership or the General Partner arising out of or in connection with the Partnership; the assets of any such trust shall be distributed to the General Partner, the Partner and Limited Partners and the Special Limited Partner from time to time, in the reasonable discretion of the Liquidator, in the same proportions as the amount distributed to such trust by the Partnership would otherwise have been distributed to the General Partner, the Partner and Limited Partners and the Special Limited Partner pursuant to this Agreement; or (B) withheld or escrowed to provide a reasonable reserve for Partnership liabilities (contingent or otherwise) and to reflect the unrealized portion of any installment obligations owed to the Partnership, provided that such withheld or escrowed amounts shall be distributed to the General Partner, the Partner and Limited Partners and the Special Limited Partner in the manner and order of priority set forth in Section 13.2(a), as soon as practicable.

Winding Up. (i) A. Upon the occurrence of a Liquidating Event, the Partnership shall continue solely for the purposes of winding up its affairs in an orderly manner, liquidating its assets, and satisfying the claims of its creditors and Partners. (ii) . No Partner shall take any action that is inconsistent with, or not necessary to or appropriate for, the winding up of the Partnership’s business and affairs. (iii) . The General Partner, Partner (or, if in the event there is no remaining General Partner, any Person elected by a Majority in Interest of the Limited Partners holding at least a “majority in interest” (the General Partner or such other Person being referred to herein as the “Liquidator”), ) shall be responsible for overseeing the winding up and dissolution of the Partnership and shall take full account of the Partnership’s liabilities and property and the Partnership property shall be liquidated as promptly as is consistent with obtaining the fair value thereof, and the proceeds therefrom (which may, to the extent determined by the General Partner, include shares of common stock or other securities of in the General Partner) shall be applied and distributed in the following order: (A1) First, to the payment and discharge of all of the Partnership’s debts and liabilities to creditors other than the Partners; (B2) Second, to the payment and discharge of all of the Partnership’s debts and liabilities to the General Partner; (C3) Third, to the payment and discharge of all of the Partnership’s debts and liabilities to the other Partners; and (D4) the The balance, if any, shall be distributed to all the General Partner and the Limited Partners (including the Special Limited Partner) with positive Capital Accounts in accordance with proportion to their respective positive Capital Account balances balances, determined after giving effect to taking into account all allocations in Exhibit B and Capital Account adjustments for all prior distributions under Section 5.1. (iv) The General Partner shall not receive any additional compensation for any services performed pursuant to this Article 13. (v) Any distributions pursuant to this Section 13.2(a) shall be made by periods and the end of the Partnership’s Partnership taxable year in during which the liquidation occurs (or, if later, within 90 days after the date other than those made as a result of the liquidationliquidating distribution set forth in this Section 13.2A(4)). (i5) Notwithstanding the provisions of Section 13.2(a) hereof 13.2A which require liquidation of the assets of the Partnership, but subject to the order of priorities set forth therein, if prior to or upon dissolution of the Partnership the Liquidator determines that an immediate sale of part or all of the Partnership’s assets would be impractical or would cause undue loss to the Partners (including the Special Limited Partner)Partners, the Liquidator may, in its sole and absolute discretion, defer for a reasonable time the liquidation of any asset assets except those necessary to satisfy liabilities of the Partnership (including to those Partners, including the Special Limited Partner, Partners as creditors) or and/or distribute to the Partners (including the Special Limited Partner)Partners, in lieu of cash, as tenants in common and in accordance with the provisions of Section 13.2(a) hereof13.2A, undivided interests in such Partnership assets as the Liquidator deems not suitable for liquidation. (ii) . Any such distributions in in-kind shall be made only if, in the good faith judgment of the Liquidator, such distributions in in-kind are in the best interests interest of the Partners (including the Special Limited Partner)Partners, and shall be subject to such conditions relating to the disposition and management of such properties as the Liquidator deems reasonable and equitable and to any agreements governing the operation of such properties at such time. (iii) . The Liquidator shall determine the fair market value of any property distributed in kind using such reasonable method of valuation as it may adopt. (c) In the discretion of the Liquidator, a pro rata portion of the distributions that would otherwise be made to the General Partner, the Limited Partners and the Special Limited Partner pursuant to this Article 13 may be: (A) distributed to a trust established for the benefit of the General Partner, the Limited Partners and the Special Limited Partner for the purposes of liquidating Partnership assets, collecting amounts owed to the Partnership, and paying any contingent or unforeseen liabilities or obligations of the Partnership or the General Partner arising out of or in connection with the Partnership; the assets of any such trust shall be distributed to the General Partner, the Limited Partners and the Special Limited Partner from time to time, in the reasonable discretion of the Liquidator, in the same proportions as the amount distributed to such trust by the Partnership would otherwise have been distributed to the General Partner, the Limited Partners and the Special Limited Partner pursuant to this Agreement; or (B) withheld or escrowed to provide a reasonable reserve for Partnership liabilities (contingent or otherwise) and to reflect the unrealized portion of any installment obligations owed to the Partnership, provided that such withheld or escrowed amounts shall be distributed to the General Partner, the Limited Partners and the Special Limited Partner in the manner and order of priority set forth in Section 13.2(a), as soon as practicable.

Winding Up. (i) Upon the occurrence of a Liquidating Event, the Partnership Venture shall continue solely for the purposes purpose of winding up its affairs in an orderly manner, liquidating its assets, and satisfying the claims of its creditors and Partners. (ii) No Partners and no Partner shall take any action that is inconsistent with, or not necessary to or appropriate for, the winding up of the PartnershipVenture’s business and affairs. (iii) The General Partner. To the extent not inconsistent with the foregoing, or, if there is no remaining General Partner, any Person elected by the Limited Partners holding at least a “majority all covenants and obligations in interest” (the General Partner or this Agreement shall continue in full force and effect until such other Person being referred to herein time as the “Liquidator”), Venture property has been distributed pursuant to this Section 11.2 and the Venture has terminated. The Managing Partner shall be responsible for overseeing the winding up and dissolution liquidation of the Partnership and Venture, shall take full account of the PartnershipVenture’s liabilities and property and assets, shall cause the Partnership property shall assets to be liquidated as promptly as is consistent with obtaining the fair market value thereof, and shall cause the proceeds therefrom (which maytherefrom, to the extent determined by the General Partnersufficient therefor, include shares of common stock or other securities of the General Partner) shall to be applied and distributed in the following order: (Aa) First, to the payment and discharge of all of the PartnershipVenture’s debts and liabilities to creditors other than the Partners; (Bb) Second, to the payment and discharge of all of the PartnershipVenture’s debts and liabilities to the General Partner; (C) Third, to the payment and discharge of all of the Partnership’s debts and liabilities to the other Partners; and (Dc) the The positive balance, if any, shall be distributed to all the Partners (including in the Special Limited Partner) with positive Capital Accounts in accordance with amount of their respective positive Capital Account balances Accounts, after giving effect to all contributions, distributions, and allocations in Exhibit B and for all prior distributions under Section 5.1. (iv) periods or portions thereof. The General Managing Partner shall not receive any additional compensation for any services performed pursuant to this Article 13. (v) Any distributions pursuant to this Section 13.2(a) 11.2, but shall be made entitled to reimbursement for all reasonable out-of-pocket costs and expenses incurred in connection therewith. Each Partner understands and agrees that by the end of the Partnership’s taxable year in which the liquidation occurs (or, if later, within 90 days after the date of the liquidation). (i) Notwithstanding accepting the provisions of this Section 13.2(a) hereof which require liquidation 11.2 setting forth the priority of the distribution of the assets of the PartnershipVenture to be made upon its liquidation, but subject to the order of priorities set forth thereinsuch Partner expressly waives any right which it, if prior to or upon dissolution as a creditor of the Partnership Venture, might otherwise have to receive distributions of assets pari passu with the Liquidator determines that an immediate sale of part or all other creditors of the Partnership’s Venture in connection with a distribution of assets would be impractical or would cause undue loss to the Partners (including the Special Limited Partner), the Liquidator may, in its sole and absolute discretion, defer for a reasonable time the liquidation of any asset except those necessary to satisfy liabilities of the Partnership (including to those Partners, including the Special Limited Partner, as creditors) or distribute to the Partners (including the Special Limited Partner), in lieu of cash, as tenants in common and in accordance with the provisions of Section 13.2(a) hereof, undivided interests in such Partnership assets as the Liquidator deems not suitable for liquidation. (ii) Any such distributions in kind shall be made only if, in the good faith judgment of the Liquidator, such distributions in kind are in the best interests of the Partners (including the Special Limited Partner)Venture, and shall be subject hereby subordinates to said creditors any such conditions relating to the disposition and management of such properties as the Liquidator deems reasonable and equitable and to any agreements governing the operation of such properties at such time. (iii) The Liquidator shall determine the fair market value of any right. Any property distributed in kind using such reasonable method of valuation in the liquidation shall be valued as it may adopt. (c) In provided in Section 4.2 and treated as though the discretion property were sold and the cash proceeds distributed. The difference between the value of the Liquidator, property distributed in kind and its book value shall be treated as a pro rata portion gain or loss on sale of the distributions that would otherwise property and shall be made credited or charged to the General Partner, the Limited Partners and the Special Limited Partner pursuant to this Article 13 may be: (A) distributed to a trust established for the benefit of the General Partner, the Limited Partners and the Special Limited Partner for the purposes of liquidating Partnership assets, collecting amounts owed to the Partnership, and paying any contingent or unforeseen liabilities or obligations of the Partnership or the General Partner arising out of or in connection accordance with the Partnership; the assets of any such trust shall be distributed to the General Partner, the Limited Partners and the Special Limited Partner from time to time, in the reasonable discretion of the Liquidator, in the same proportions as the amount distributed to such trust by the Partnership would otherwise have been distributed to the General Partner, the Limited Partners and the Special Limited Partner pursuant to this Agreement; or (B) withheld or escrowed to provide a reasonable reserve for Partnership liabilities (contingent or otherwise) and to reflect the unrealized portion of any installment obligations owed to the Partnership, provided that such withheld or escrowed amounts shall be distributed to the General Partner, the Limited Partners and the Special Limited Partner in the manner and order of priority set forth in Section 13.2(a), as soon as practicableARTICLE IV.

Winding Up. (i) A. Upon the occurrence of a Liquidating Event, the Partnership shall continue solely for the purposes of winding up its affairs in an orderly manner, liquidating its assets, and satisfying the claims of its creditors and Partners. (ii) . No Partner shall take any action that is inconsistent with, or not necessary to or appropriate for, the winding up of the Partnership’s business and affairs. (iii) . The General Partner, Partner (or, if in the event there is no remaining General Partner, any Person elected by a Majority in Interest of the Limited Partners holding at least a “majority in interest” (the General Partner or such other Person being referred to herein as the “Liquidator”), ) shall be responsible for overseeing the winding up and dissolution of the Partnership and shall take full account of the Partnership’s liabilities and property and the Partnership property shall be liquidated as promptly as is consistent with obtaining the fair value thereof, and the proceeds therefrom (which may, to the extent determined by the General Partner, include shares of common stock or other securities of in the General PartnerCompany) shall be applied and distributed in the following order: (A1) First, to the payment and discharge of all of the Partnership’s debts and liabilities to creditors other than the Partners; (B2) Second, to the payment and discharge of all of the Partnership’s debts and liabilities to the General Partner; (C3) Third, to the payment and discharge of all of the Partnership’s debts and liabilities to the other Partners; (4) Fourth, to the payment and discharge of any preferred distributions due to Preferred Unitholders (each such distribution reducing such Preferred Unitholder’s Capital Account); and (D5) Fifth, the balance, if any, shall be distributed to all Partners (including the Special Limited General Partner) with positive Capital Accounts , Common Unitholders and Preferred Unitholders in accordance with their respective positive Capital Account balances balances, determined after giving effect to taking into account all allocations in Exhibit B and Capital Account adjustments for all prior distributions under periods and the Partnership taxable year during which the liquidation occurs (other than those made as a result of the liquidating distribution set forth in this Section 5.1. (iv) 13.2.A.). The General Partner shall not receive any additional compensation for any services performed pursuant to this Article 1313 other than reimbursement of its expenses as provided in Section 7.4. (v) Any distributions pursuant to this Section 13.2(a) shall be made by the end of the Partnership’s taxable year in which the liquidation occurs (or, if later, within 90 days after the date of the liquidation). (i) B. Notwithstanding the provisions of Section 13.2(a) hereof 13.2.A. which require liquidation of the assets of the Partnership, but subject to the order of priorities set forth therein, if prior to or upon dissolution of the Partnership the Liquidator determines that an immediate sale of part or all of the Partnership’s assets would be impractical or would cause undue loss to the Partners (including the Special Limited Partner)Partners, the Liquidator may, in its sole and absolute discretion, defer for a reasonable time the liquidation of any asset assets except those necessary to satisfy liabilities of the Partnership (including those to those Partners, including the Special Limited Partner, Partners as creditors) or and/or distribute to the Partners (including the Special Limited Partner)Partners, in lieu of cash, as tenants in common and in accordance with the provisions of Section 13.2(a) hereof13.2.A., undivided interests in such Partnership assets as the Liquidator deems not suitable for liquidation. (ii) . Any such distributions in in-kind shall be made only if, in the good faith judgment of the Liquidator, such distributions in in-kind are in the best interests interest of the Partners (including the Special Limited Partner)Partners, and shall be subject to such conditions relating to the disposition and management of such properties as the Liquidator deems reasonable and equitable and to any agreements governing the operation of such properties at such time. (iii) . The Liquidator shall determine the fair market value of any property distributed in kind using such reasonable method of valuation as it may adopt. (c) In the discretion of the Liquidator, a pro rata portion of the distributions that would otherwise be made to the General Partner, the Limited Partners and the Special Limited Partner pursuant to this Article 13 may be: (A) distributed to a trust established for the benefit of the General Partner, the Limited Partners and the Special Limited Partner for the purposes of liquidating Partnership assets, collecting amounts owed to the Partnership, and paying any contingent or unforeseen liabilities or obligations of the Partnership or the General Partner arising out of or in connection with the Partnership; the assets of any such trust shall be distributed to the General Partner, the Limited Partners and the Special Limited Partner from time to time, in the reasonable discretion of the Liquidator, in the same proportions as the amount distributed to such trust by the Partnership would otherwise have been distributed to the General Partner, the Limited Partners and the Special Limited Partner pursuant to this Agreement; or (B) withheld or escrowed to provide a reasonable reserve for Partnership liabilities (contingent or otherwise) and to reflect the unrealized portion of any installment obligations owed to the Partnership, provided that such withheld or escrowed amounts shall be distributed to the General Partner, the Limited Partners and the Special Limited Partner in the manner and order of priority set forth in Section 13.2(a), as soon as practicable.

Winding Up. (i) Upon the occurrence of (i) a Liquidating Dissolution Event or (ii) the determination by a court of competent jurisdiction that the Partnership has dissolved prior to the occurrence of a Dissolution Event, the Partnership shall continue solely for the purposes of winding up its affairs in an orderly manner, liquidating its assets, and satisfying the claims of its creditors and Partners. (ii) No , and no Partner shall take any action that is inconsistent with, or not necessary to or appropriate for, the winding up of the Partnership’s business and affairs. (iii) , provided that all covenants contained in this Agreement shall continue to be fully binding upon the Partners until such time as the assets of the Partnership have been fully distributed pursuant to this Section 7.2 and the Certificate has been canceled pursuant to the Act. The General Partner, or, if there is no remaining General Partner, any Person elected by the Limited Partners holding at least a “majority in interest” (the General Partner or such other Person being referred to herein as the “Liquidator”), shall be responsible for overseeing the winding up and dissolution of the Partnership and the determining the time, manner and terms of sale or other disposition of the Partnership’s assets. The General Partner shall use reasonable efforts to complete such winding up and dissolution within ninety (90) days of the occurrence of the Dissolution Event. The completion of the winding up and dissolution shall operate as the Limited Partners’ release of any and all of their claims against both the Partnership and the General Partner. The General Partner shall take full account of the Partnership’s liabilities and property and shall cause the Partnership property shall be liquidated as promptly as is consistent with obtaining the fair value thereof, and or the proceeds therefrom (which mayfrom the sale thereof, to the extent determined by the General Partnersufficient therefor, include shares of common stock or other securities of the General Partner) shall to be applied and distributed distributed, to the maximum extent permitted by law, in the following order: (Aa) FirstFirst to creditors (including Partners who are creditors, to the payment and discharge extent otherwise permitted by law) in satisfaction of all of the Partnership’s debts and other liabilities to creditors other than (whether by payment or the Partners; (B) Second, to the making of reasonable provision for payment and discharge of all of the Partnership’s debts and liabilities to the General Partner; (C) Third, to the payment and discharge of all of the Partnership’s debts and liabilities to the other Partnersthereof); and (Db) the The balance, if any, shall be distributed to all the Partners (including the Special Limited Partner) with positive Capital Accounts in accordance with the positive balances in their respective positive Capital Account balances Accounts, after giving effect to all contributions, distributions and allocations for all periods. Such distribution shall, to the greatest extent possible, be made among the Partners in Exhibit B and all prior a manner consistent with the manner in which distributions under Section 5.1. (iv) The General Partner shall not receive any additional compensation for any services performed pursuant to this Article 13. (v) Any distributions pursuant to this Section 13.2(a) shall be made by the end of the Partnership’s taxable year in which the liquidation occurs (or, if later, within 90 days after the date of the liquidation). (i) Notwithstanding the provisions of Section 13.2(a) hereof which require liquidation of the assets of the Partnership, but subject to the order of priorities set forth therein, if prior to or upon dissolution of the Partnership the Liquidator determines that an immediate sale of part or all of the Partnership’s assets would be impractical or would cause undue loss to among the Partners (including the Special Limited Partner), the Liquidator may, in its sole and absolute discretion, defer for a reasonable time the liquidation of any asset except those necessary to satisfy liabilities of the Partnership (including to those Partners, including the Special Limited Partner, as creditors) or distribute to the Partners (including the Special Limited Partner), in lieu of cash, as tenants in common and in accordance with the provisions of Section 13.2(a) hereof, undivided interests in such Partnership assets as the Liquidator deems not suitable for liquidation. (ii) Any such distributions in kind shall be made only if, in the good faith judgment of the Liquidator, such distributions in kind are in the best interests of the Partners (including the Special Limited Partner), and shall be subject to such conditions relating to the disposition and management of such properties as the Liquidator deems reasonable and equitable and to any agreements governing the operation of such properties at such time. (iii) The Liquidator shall determine the fair market value of any property distributed in kind using such reasonable method of valuation as it may adopt. (c) In the discretion of the Liquidator, a pro rata portion of the distributions that would otherwise be made to the General Partner, the Limited Partners and the Special Limited Partner pursuant to this Article 13 may be: (A) distributed to a trust established for the benefit of the General Partner, the Limited Partners and the Special Limited Partner for the purposes of liquidating Partnership assets, collecting amounts owed to the Partnership, and paying any contingent or unforeseen liabilities or obligations of the Partnership or the General Partner arising out of or in connection with the Partnership; the assets of any such trust shall be distributed to the General Partner, the Limited Partners and the Special Limited Partner from time to time, in the reasonable discretion of the Liquidator, in the same proportions as the amount distributed to such trust by the Partnership would otherwise have been distributed to the General Partner, the Limited Partners and the Special Limited Partner pursuant to this Agreement; or (B) withheld or escrowed to provide a reasonable reserve for Partnership liabilities (contingent or otherwise) and to reflect the unrealized portion of any installment obligations owed to the Partnership, provided that such withheld or escrowed amounts shall be distributed to the General Partner, the Limited Partners and the Special Limited Partner in the manner and order of priority set forth in Section 13.2(a), as soon as practicable5.3.

Winding Up. (i) A. Upon the occurrence of a Liquidating Event, the Partnership shall continue solely for the purposes of winding up its affairs in an orderly manner, liquidating its assets, and satisfying the claims of its creditors and Partners. (ii) . No Partner shall take any action that is inconsistent with, or not necessary to or appropriate for, the winding up of the Partnership’s business and affairs. (iii) . The General Partner, Partner (or, if in the event there is no remaining General Partner, any Person elected by a Majority in Interest of the Class A Limited Partners holding at least a “majority in interest” (the General Partner or such other Person being referred to herein as the “Liquidator”), ) shall be responsible for overseeing the winding up and dissolution of the Partnership and shall take full account of the Partnership’s liabilities and property and the Partnership property shall be liquidated as promptly as is consistent with obtaining the fair value thereof, and the proceeds therefrom (which may, to the extent determined by the General Partner, include shares of common stock or other securities of in the General Partner) shall be applied and distributed in the following order: (A1) First, to the payment and discharge of all of the Partnership’s debts and liabilities to creditors other than the Partners; (B2) Second, to the payment and discharge of all of the Partnership’s debts and liabilities to the General Partner; (C3) Third, to the payment and discharge of all of the Partnership’s debts and liabilities to the other Partners; and (D4) the The balance, if any, shall be distributed to all the General Partner and Limited Partners (including the Special Limited Partner) with positive Capital Accounts in accordance with their respective positive Capital Account balances balances, determined after giving effect to taking into account all allocations Capital Account adjustments for the Partnership taxable year during which the liquidation occurs (other than those made as a result of the liquidating distribution set forth in Exhibit B and all prior distributions under this Section 5.1. (iv) 13.2.A(4)). The General Partner shall not receive any additional compensation for any services performed pursuant to this Article 1313 other than reimbursement of its expenses as provided in Section 7.4. (v) Any distributions pursuant to this Section 13.2(a) shall be made by the end of the Partnership’s taxable year in which the liquidation occurs (or, if later, within 90 days after the date of the liquidation). (i) B. Notwithstanding the provisions of Section 13.2(a) 13.2.A hereof which require liquidation of the assets of the Partnership, but subject to the order of priorities set forth therein, if prior to or upon dissolution of the Partnership the Liquidator determines that an immediate sale of part or all of the Partnership’s assets would be impractical or would cause undue loss to the Partners (including the Special Limited Partner)Partners, the Liquidator may, in its sole and absolute discretion, defer for a reasonable time the liquidation of any asset assets except those necessary to satisfy liabilities of the Partnership (including to those Partners, including the Special Limited Partner, Partners as creditors) or and/or distribute to the Partners (including the Special Limited Partner)Partners, in lieu of cash, as tenants in common and in accordance with the provisions of Section 13.2(a) 13.2.A hereof, undivided interests in such Partnership assets as the Liquidator deems not suitable for liquidation. (ii) . Any such distributions in kind shall be made only if, in the good faith judgment of the Liquidator, such distributions in kind are in the best interests interest of the Partners (including the Special Limited Partner)Partners, and shall be subject to such conditions relating to the disposition and management of such properties as the Liquidator deems reasonable and equitable and to any agreements governing the operation of such properties at such time. (iii) . The Liquidator shall determine the fair market value of any property distributed in kind using such reasonable method of valuation as it may adopt. (c) In the discretion of the Liquidator, a pro rata portion of the distributions that would otherwise be made to the General Partner, the Limited Partners and the Special Limited Partner pursuant to this Article 13 may be: (A) distributed to a trust established for the benefit of the General Partner, the Limited Partners and the Special Limited Partner for the purposes of liquidating Partnership assets, collecting amounts owed to the Partnership, and paying any contingent or unforeseen liabilities or obligations of the Partnership or the General Partner arising out of or in connection with the Partnership; the assets of any such trust shall be distributed to the General Partner, the Limited Partners and the Special Limited Partner from time to time, in the reasonable discretion of the Liquidator, in the same proportions as the amount distributed to such trust by the Partnership would otherwise have been distributed to the General Partner, the Limited Partners and the Special Limited Partner pursuant to this Agreement; or (B) withheld or escrowed to provide a reasonable reserve for Partnership liabilities (contingent or otherwise) and to reflect the unrealized portion of any installment obligations owed to the Partnership, provided that such withheld or escrowed amounts shall be distributed to the General Partner, the Limited Partners and the Special Limited Partner in the manner and order of priority set forth in Section 13.2(a), as soon as practicable.

Winding Up. (i) A. Upon the occurrence of a Liquidating Event, the Partnership shall continue solely for the purposes of winding up its affairs in an orderly manner, liquidating its assets, and satisfying the claims of its creditors and Partners. (ii) . No Partner shall take any action that is inconsistent with, or not necessary to or appropriate for, the winding up of the Partnership’s business and affairs. (iii) . The General Partner, or, if in the event there is no remaining General Partner, any Person elected by vote of the Limited Partners holding at least a “majority in interest” (the General Partner or such other Person being referred to herein as the “Liquidator”), shall be responsible for overseeing the winding up and dissolution of the Partnership and shall take full account of the Partnership’s liabilities and property and the Partnership property shall be liquidated as promptly as is consistent with obtaining the fair value thereof, and the proceeds therefrom (which may, to the extent determined by the General Partner, include shares of common stock or other securities of the General PartnerCompany) shall be applied and distributed in the following order: (A1) First, to the payment and discharge of all of the Partnership’s debts and liabilities to creditors other than the Partnersliabilities; (B2) Second, to the payment and discharge of all of the Partnership’s debts and liabilities to the General Partner; (C) Third, to the payment and discharge of all of the Partnership’s debts and liabilities to the other Partners; and (D) the The balance, if any, shall be distributed to all Partners (including the Special Limited Partner) with positive Capital Accounts in accordance with their respective positive Capital Account balances balances, determined after giving effect to all allocations adjustments made in Exhibit B accordance with Article 6 resulting from Partnership operations and from all prior distributions under Section 5.1. (iv) sales and dispositions of all or any part of the Partnership’s assets. The General Partner shall not receive any additional compensation for any services performed pursuant to this Article 13. (v) , other than reimbursement of its expenses as provided in Section 7.3. Any distributions pursuant to this Section 13.2(a) 13.2A shall be made by the end of the Partnership’s taxable year in which the liquidation Liquidating Event occurs (or, if later, within 90 ninety (90) days after the date of the liquidationLiquidating Event). To the extent deemed advisable by the General Partner, appropriate arrangements (including the use of a liquidating trust) may be made to assure that adequate funds are available to pay any contingent debts or obligations. (i) B. Notwithstanding the provisions of Section 13.2(a) hereof 13.2A which require liquidation of the assets of the Partnership, but subject to the order of priorities set forth therein, if prior to or upon dissolution of the Partnership the Liquidator determines that an immediate sale of part or all of the Partnership’s assets would be impractical or would cause undue loss to the Partners (including the Special Limited Partner)Partners, the Liquidator may, in its sole and absolute discretion, defer for a reasonable time the liquidation of any asset assets except those necessary to satisfy liabilities of the Partnership (including to those Partners, including the Special Limited Partner, Partners as creditors) or and/or distribute to the Partners (including the Special Limited Partner)Partners, in lieu of cash, as tenants in common and in accordance with the provisions of Section 13.2(a) hereof13.2A, undivided interests in such Partnership assets as the Liquidator deems not suitable for liquidation. (ii) . Any such distributions in kind shall be made only if, in the good faith judgment of the Liquidator, such distributions in kind are in the best interests interest of the Partners (including the Special Limited Partner)Partners, and shall be subject to such conditions relating to the disposition and management of such properties as the Liquidator deems reasonable and equitable and to any agreements governing the operation of such properties at such time. (iii) . The Liquidator shall determine the fair market value of any property distributed in kind using such reasonable method of valuation as it may adopt. (c) In the discretion of the Liquidator, a pro rata portion of the distributions that would otherwise be made to the General Partner, the Limited Partners and the Special Limited Partner pursuant to this Article 13 may be: (A) distributed to a trust established for the benefit of the General Partner, the Limited Partners and the Special Limited Partner for the purposes of liquidating Partnership assets, collecting amounts owed to the Partnership, and paying any contingent or unforeseen liabilities or obligations of the Partnership or the General Partner arising out of or in connection with the Partnership; the assets of any such trust shall be distributed to the General Partner, the Limited Partners and the Special Limited Partner from time to time, in the reasonable discretion of the Liquidator, in the same proportions as the amount distributed to such trust by the Partnership would otherwise have been distributed to the General Partner, the Limited Partners and the Special Limited Partner pursuant to this Agreement; or (B) withheld or escrowed to provide a reasonable reserve for Partnership liabilities (contingent or otherwise) and to reflect the unrealized portion of any installment obligations owed to the Partnership, provided that such withheld or escrowed amounts shall be distributed to the General Partner, the Limited Partners and the Special Limited Partner in the manner and order of priority set forth in Section 13.2(a), as soon as practicable.

Winding Up. (ia) Upon the occurrence of a Liquidating Event, the Partnership shall continue solely for the purposes of winding up its affairs in an orderly manner, liquidating its assets, and satisfying the claims of its creditors and Partners. (ii) . No Partner shall take any action that is inconsistent with, or not necessary to or appropriate for, the winding up of the Partnership’s business and affairs. (iiib) The General Partner, Partner (or, if in the event there is no remaining General Partner, any Person elected by a majority in interest of the Limited Partners holding at least a “majority in interest” (the General Partner or such other Person being referred to herein as Partner(s)) shall be the “Liquidator”), Liquidating Trustee” and shall be responsible for overseeing the winding up and dissolution of the Partnership and shall take full account of the their Partnership’s liabilities and property Property. The Liquidating Trustee shall cause to be prepared a statement setting forth the Property and of the Partnership property as of the date of the Liquidating Event, and such statement shall be liquidated furnished to all of the Partners. The Liquidating Trustee shall liquidate the Property of the Partnership as promptly as is consistent with obtaining possible, but in an orderly and businesslike manner so as not to involve undue sacrifice and to obtain fair market value. (c) Notwithstanding the fair value thereofforegoing, and the proceeds therefrom (which may, Liquidating Trustee may determine not to the extent determined by the General Partner, include shares of common stock sell all or other securities any portion of the General Partner) Property of the Partnership, in which event such Property shall be applied distributed in kind pursuant to Section 13.3. (d) All proceeds from liquidation and all other Property of the Partnership shall be distributed in the following orderorder of priority: (Ai) First, to the payment and discharge of all of the Partnership’s debts and liabilities of the Partnership to creditors (other than the PartnersPartners or their respective Affiliates), and expenses of liquidation; (Bii) Second, to the payment and discharge of all of the Partnership’s debts and liabilities to the General Partner; (C) Third, to the payment and discharge of all of the Partnership’s debts Partnership to Partners and liabilities to the other Partnerstheir respective Affiliates; and (Diii) the balancebalance to the Partners in proportion to their Capital Accounts, if any, shall be distributed to all Partners (including the Special Limited Partner) with positive Capital Accounts in accordance with their respective positive Capital Account balances after giving effect to all contributions, distributions and allocations in Exhibit B and for all prior distributions under Section 5.1periods. (iv) The General Partner shall not receive any additional compensation for any services performed pursuant to this Article 13. (v) Any distributions pursuant to this Section 13.2(a) shall be made by the end of the Partnership’s taxable year in which the liquidation occurs (or, if later, within 90 days after the date of the liquidation). (i) Notwithstanding the provisions of Section 13.2(a) hereof which require liquidation of the assets of the Partnership, but subject to the order of priorities set forth therein, if prior to or upon dissolution of the Partnership the Liquidator determines that an immediate sale of part or all of the Partnership’s assets would be impractical or would cause undue loss to the Partners (including the Special Limited Partner), the Liquidator may, in its sole and absolute discretion, defer for a reasonable time the liquidation of any asset except those necessary to satisfy liabilities of the Partnership (including to those Partners, including the Special Limited Partner, as creditors) or distribute to the Partners (including the Special Limited Partner), in lieu of cash, as tenants in common and in accordance with the provisions of Section 13.2(a) hereof, undivided interests in such Partnership assets as the Liquidator deems not suitable for liquidation. (ii) Any such distributions in kind shall be made only if, in the good faith judgment of the Liquidator, such distributions in kind are in the best interests of the Partners (including the Special Limited Partner), and shall be subject to such conditions relating to the disposition and management of such properties as the Liquidator deems reasonable and equitable and to any agreements governing the operation of such properties at such time. (iii) The Liquidator shall determine the fair market value of any property distributed in kind using such reasonable method of valuation as it may adopt. (c) In the discretion of the Liquidator, a pro rata portion of the distributions that would otherwise be made to the General Partner, the Limited Partners and the Special Limited Partner pursuant to this Article 13 may be: (A) distributed to a trust established for the benefit of the General Partner, the Limited Partners and the Special Limited Partner for the purposes of liquidating Partnership assets, collecting amounts owed to the Partnership, and paying any contingent or unforeseen liabilities or obligations of the Partnership or the General Partner arising out of or in connection with the Partnership; the assets of any such trust shall be distributed to the General Partner, the Limited Partners and the Special Limited Partner from time to time, in the reasonable discretion of the Liquidator, in the same proportions as the amount distributed to such trust by the Partnership would otherwise have been distributed to the General Partner, the Limited Partners and the Special Limited Partner pursuant to this Agreement; or (B) withheld or escrowed to provide a reasonable reserve for Partnership liabilities (contingent or otherwise) and to reflect the unrealized portion of any installment obligations owed to the Partnership, provided that such withheld or escrowed amounts shall be distributed to the General Partner, the Limited Partners and the Special Limited Partner in the manner and order of priority set forth in Section 13.2(a), as soon as practicable.

Winding Up. (i) A. Upon the occurrence of a Liquidating Event, the Partnership shall continue solely for the purposes of winding up its affairs in an orderly manner, liquidating its assets, and satisfying the claims of its creditors and Partners. (ii) . No Partner shall take any action that is inconsistent with, or not necessary to or appropriate for, the winding up of the Partnership’s 's business and affairs. (iii) . The General Partner, Partner (or, if in the event there is no remaining General Partner, any Person elected by a Majority in Interest of the Limited Partners holding at least a “majority in interest” (the General Partner or such other Person being referred to herein as the “"Liquidator”"), ) shall be responsible for overseeing the winding up and dissolution of the Partnership and shall take full account of the Partnership’s 's liabilities and property assets and the Partnership property shall be liquidated as promptly as is consistent with obtaining the fair value thereof, and the proceeds therefrom (which may, to the extent determined by the General Partner, include shares of common stock or other securities of the General Partner) shall be applied and distributed in the following order: (A1) First, to the payment and discharge of all of the Partnership’s 's debts and liabilities to creditors other than the Partners; (B2) Second, to the payment and discharge of all of the Partnership’s 's debts and liabilities to the General Partner; (C3) Third, to the payment and discharge of all of the Partnership’s 's debts and liabilities to the other Partners; and (D4) the The balance, if any, shall be distributed to all the General Partner and Limited Partners (including the Special Limited Partner) with positive Capital Accounts in accordance with their respective positive Capital Account balances balances, determined after giving effect to taking into account all allocations Capital Account adjustments for the Partnership taxable year during which the liquidation occurs (other than those made as a result of the liquidating distribution set forth in Exhibit B and all prior distributions under this Section 5.1. (iv) 13.2.A(4)). The General Partner shall not receive any additional compensation for any services performed pursuant to this Article 1313 other than reimbursement of its expenses as provided in Section 7.4. (v) Any distributions pursuant to this Section 13.2(a) shall be made by the end of the Partnership’s taxable year in which the liquidation occurs (or, if later, within 90 days after the date of the liquidation). (i) B. Notwithstanding the provisions of Section 13.2(a) 13.2.A hereof which require liquidation of the assets of the Partnership, but subject to the order of priorities set forth therein, if prior to or upon dissolution of the Partnership the Liquidator determines that an immediate sale of part or all of the Partnership’s 's assets would be impractical or would cause undue loss to the Partners (including the Special Limited Partner)Partners, the Liquidator may, in its sole and absolute discretion, defer for a reasonable time the liquidation of any asset assets except those necessary to satisfy liabilities of the Partnership (including to those Partners, including the Special Limited Partner, Partners as creditors) or and/or distribute to the Partners (including the Special Limited Partner)Partners, in lieu of cash, as tenants in common and in accordance with the provisions of Section 13.2(a) 13.2.A hereof, undivided interests in such Partnership assets as the Liquidator deems not suitable for liquidation. (ii) . Any such distributions in kind shall be made only if, in the good faith judgment of the Liquidator, such distributions in kind are in the best interests interest of the Partners (including the Special Limited Partner)Partners, and shall be subject to such conditions relating to the disposition and management of such properties as the Liquidator deems reasonable and equitable and to any agreements governing the operation of such properties at such time. (iii) . The Liquidator shall determine the fair market value of any property distributed in kind using such reasonable method of valuation as it may adopt. (c) In the discretion of the Liquidator, a pro rata portion of the distributions that would otherwise be made to the General Partner, the Limited Partners and the Special Limited Partner pursuant to this Article 13 may be: (A) distributed to a trust established for the benefit of the General Partner, the Limited Partners and the Special Limited Partner for the purposes of liquidating Partnership assets, collecting amounts owed to the Partnership, and paying any contingent or unforeseen liabilities or obligations of the Partnership or the General Partner arising out of or in connection with the Partnership; the assets of any such trust shall be distributed to the General Partner, the Limited Partners and the Special Limited Partner from time to time, in the reasonable discretion of the Liquidator, in the same proportions as the amount distributed to such trust by the Partnership would otherwise have been distributed to the General Partner, the Limited Partners and the Special Limited Partner pursuant to this Agreement; or (B) withheld or escrowed to provide a reasonable reserve for Partnership liabilities (contingent or otherwise) and to reflect the unrealized portion of any installment obligations owed to the Partnership, provided that such withheld or escrowed amounts shall be distributed to the General Partner, the Limited Partners and the Special Limited Partner in the manner and order of priority set forth in Section 13.2(a), as soon as practicable.

Winding Up. (i) A. Upon the occurrence of a Liquidating Event, the Partnership shall continue solely for the purposes of winding up its affairs in an orderly manner, liquidating its assets, and satisfying the claims of its creditors and Partners. (ii) . No Partner shall take any action that is inconsistent with, or not necessary to or appropriate for, the winding up of the Partnership’s 's business and affairs. (iii) . The General Partner, Partner or, if in the event there is no remaining General Partner, any Person elected by a majority in interest of the Limited Partners holding at least a “majority in interest” (the General Partner or such other Person being referred to herein as the “"Liquidator”"), shall be responsible for overseeing the winding up and dissolution of the Partnership and shall take full account of the Partnership’s 's liabilities and property and the Partnership property shall be liquidated as promptly as is consistent with obtaining the fair value thereof, and the proceeds therefrom (which may, to the extent determined by the General Partner, include shares of common stock or other securities of in the General Partner) shall be applied and distributed in the following order: (Ai) First, to the payment and discharge of all of the Partnership’s 's debts and liabilities to creditors other than the Partners; (Bii) Second, to the payment and discharge of all of the Partnership’s 's debts and liabilities to the General PartnerPartner and the Gables Trust; (Ciii) Third, to the payment and discharge of all of the Partnership’s 's debts and liabilities to the other Partners; (iv) Fourth, to the Partners holding Series A Preferred Units and Series B Preferred Units, each as a class, with respect to each such class, pro rata, in the ratio which the Series A Liquidation Preference bears to the Series B Liquidation Preference (each as defined below) and within each such class, pro rata, in proportion to the ratio in which each such Partner holds Series A Preferred Units or Series B Preferred Units, as the case may be. The Series A Liquidation Preference shall mean an aggregate amount equal to the aggregate liquidation preference with respect to the Gables Trust Series A Preferred Shares plus any accrued but unpaid dividends with respect to such shares (the "Series A Liquidation Preference") and the Series B Liquidation Preference shall mean an aggregate amount equal to the sum of the portion of each such Series B Preferred Unitholder's remaining Adjusted Capital Account balance attributable thereto, after giving effect to the allocation provisions of Section 6.2, if applicable (the "Series B Liquidation Preference"); (v) Fifth, to the Partners holding Series Z Preferred Units, pro rata, in the ratio in which they hold such Units in an amount equal to the liquidation preference with respect to the Gables Trust Series Z Preferred Shares plus any accrued but unpaid dividends with respect to such shares; and (Dvi) the The balance, if any, shall be distributed to all the General Partner and Limited Partners (including the Special Limited Partner) with positive Capital Accounts in accordance with their respective positive remaining Adjusted Capital Account balances balances, after giving effect to all contributions, distributions, and allocations in Exhibit B and for all prior distributions under Section 5.1. (iv) periods. The General Partner shall not receive any additional compensation for any services performed pursuant to this Article 13. (v) Any distributions pursuant to this Section 13.2(a) shall be made by the end of the Partnership’s taxable year in which the liquidation occurs (or, if later, within 90 days after the date of the liquidation). (i) B. Notwithstanding the provisions of Section 13.2(a) 13.2.A hereof which require liquidation of the assets of the Partnership, but subject to the order of priorities set forth therein, if prior to or upon dissolution of the Partnership the Liquidator determines that an immediate sale of part or all of the Partnership’s 's assets would be impractical or would cause undue loss to the Partners (including the Special Limited Partner)Partners, the Liquidator may, in its sole and absolute discretion, defer for a reasonable time the liquidation of any asset assets except those necessary to satisfy liabilities of the Partnership (including to those Partners, including the Special Limited Partner, Partners as creditors) or and/or distribute to the Partners (including the Special Limited Partner)Partners, in lieu of cash, as tenants in common and in accordance with the provisions of Section 13.2(a) 13.2.A hereof, undivided interests in such Partnership assets as the Liquidator deems not suitable for liquidation. (ii) . Any such distributions in kind shall be made only if, in the good faith judgment of the Liquidator, such distributions in kind are in the best interests interest of the Partners (including the Special Limited Partner)Partners, and shall be subject to such conditions relating to the disposition and management of such properties as the Liquidator deems reasonable and equitable and to any agreements governing the operation of such properties at such time. (iii) . The Liquidator shall determine the fair market value of any property distributed in kind using such reasonable method of valuation as it may adopt. (c) C. In the discretion of the Liquidator, a pro rata portion of the distributions that would otherwise be made to the General Partner, the Partner and Limited Partners and the Special Limited Partner pursuant to this Article 13 may be: (A1) distributed to a trust established for the benefit of the General Partner, the Partner and Limited Partners and the Special Limited Partner for the purposes of liquidating Partnership assets, collecting amounts owed to the Partnership, and paying any contingent or unforeseen liabilities or obligations of the Partnership or the General Partner arising out of or in connection with the Partnership; the . The assets of any such trust shall be distributed to the General Partner, the Partner and Limited Partners and the Special Limited Partner from time to time, in the reasonable discretion of the Liquidator, in the same proportions as the amount distributed to such trust by the Partnership would otherwise have been distributed to the General Partner, the Partner and Limited Partners and the Special Limited Partner pursuant to this Agreement; or (B2) withheld or escrowed to provide a reasonable reserve for Partnership liabilities (contingent or otherwise) and to reflect the unrealized portion of any installment obligations owed to the Partnership, provided that such withheld or escrowed amounts shall be distributed to the General Partner, the Partner and Limited Partners and the Special Limited Partner in the manner and order of priority set forth in Section 13.2(a), 13.2.A as soon as practicable.

Winding Up. (i) A. Upon the occurrence of a Liquidating Event, the Partnership shall continue solely for the purposes of winding up its affairs in an orderly manner, liquidating its assets, and satisfying the claims of its creditors and Partners. (ii) . No Partner shall take any action that is inconsistent with, or not necessary to or appropriate for, the winding up of the Partnership’s 's business and affairs. (iii) . The General Partner, or, if in the event there is no remaining General Partner, any Person elected by a majority in interest of the Limited Partners holding at least a “majority in interest” (the General Partner or such other Person being referred to herein as the “"Liquidator”"), shall be responsible for overseeing the winding up and dissolution of the Partnership and shall take full account of the Partnership’s 's liabilities and property and the Partnership property shall be liquidated as promptly as is consistent with obtaining the fair value thereof, and the proceeds therefrom (which may, to the extent determined by the General Partner, include shares of common stock or other securities of in the General Partner) shall be applied and distributed in the following order: (A1) First, to the payment and discharge of all of the Partnership’s 's debts and liabilities to creditors other than the Partners; (B2) Second, to the payment and discharge of all of the Partnership’s 's debts and liabilities to the General Partner; (C3) Third, to the payment and discharge of all of the Partnership’s 's debts and liabilities to the other Partners; and (D4) the The balance, if any, shall be distributed to all the General Partner and Limited Partners (including the Special Limited Partner) with positive Capital Accounts in accordance with their respective positive Capital Account balances Accounts, after giving effect to all contributions, distributions, adjustments, and allocations for all periods, and subject to the rights of the holders of Preferred Units to receive a liquidation preference, with an appropriate adjustment to the Capital Accounts of such holders entitled to receive a liquidation preference to reflect the payment of any such liquidation preference. Prior to the foregoing distributions, the General Partner shall have made adjustments to Capital Accounts of the Partners to reflect the fair market value of the Partnership assets as of the date of the Partnership's liquidation in Exhibit B and all prior distributions under a manner consistent with Regulations Section 5.1. (iv) 1.704-1(b)(2)(iv)(f). The General Partner shall not receive any additional compensation for any services performed pursuant to this Article 13. (v) Any distributions pursuant to this Section 13.2(a) shall be made by the end of the Partnership’s taxable year in which the liquidation occurs (or, if later, within 90 days after the date of the liquidation). (i) B. Notwithstanding the provisions of Section 13.2(a) 13.2.A hereof which require liquidation of the assets of the Partnership, but subject to the order of priorities set forth therein, if prior to or upon dissolution of the Partnership the Liquidator determines that an immediate sale of part or all of the Partnership’s 's assets would be impractical or would cause undue loss to the Partners (including the Special Limited Partner)Partners, the Liquidator may, in its sole and absolute discretion, defer for a reasonable time the liquidation of any asset assets except those necessary to satisfy liabilities of the Partnership (including to those Partners, including the Special Limited Partner, Partners as creditors) or and/or distribute to the Partners (including the Special Limited Partner)Partners, in lieu of cash, as tenants in common and in accordance with the provisions of Section 13.2(a) 13.2.A hereof, undivided interests in such Partnership assets as the Liquidator deems not suitable for liquidation. (ii) . Any such distributions in kind shall be made only if, in the good faith judgment of the Liquidator, such distributions in kind are in the best interests interest of the Partners (including the Special Limited Partner)Partners, and shall be subject to such conditions relating to the disposition and management of such properties as the Liquidator deems reasonable and equitable and to any agreements governing the operation of such properties at such time. (iii) . The Liquidator shall determine the fair market value of any property distributed in kind using such reasonable method of valuation as it may adopt. (c) C. In the discretion of the Liquidator, a pro rata portion of the distributions that would otherwise be made to the General Partner, the Partner and Limited Partners and the Special Limited Partner pursuant to this Article 13 l3 may be: (A1) distributed to a trust established for the benefit of the General Partner, the Partner and Limited Partners and the Special Limited Partner for the purposes of liquidating Partnership assets, collecting amounts owed to the Partnership, and paying any contingent or unforeseen liabilities or obligations of the Partnership or of the General Partner arising out of or in connection with the Partnership; the . The assets of any such trust shall be distributed to the General Partner, the Partner and Limited Partners and the Special Limited Partner from time to time, in the reasonable discretion of the Liquidator, in the same proportions as the amount distributed to such trust by the Partnership would otherwise have been distributed to the General Partner, the Partner and Limited Partners and the Special Limited Partner pursuant Pursuant to this Agreement; or (B2) withheld or escrowed to provide a reasonable reserve for Partnership liabilities (contingent or otherwise) and to reflect the unrealized portion of any installment obligations owed to the Partnership, provided that such withheld or escrowed amounts shall be distributed to the General Partner, the Partner and Limited Partners and the Special Limited Partner in the manner and order of priority set forth in Section 13.2(a), 13.2.A as soon as practicable.

Winding Up. (i) Upon the occurrence of a Liquidating Event, the Partnership shall continue solely for the purposes of winding up its affairs in an orderly manner, liquidating its assets, and satisfying the claims of its creditors and Partners. (ii) No Partner shall take any action that is inconsistent with, or not necessary to or appropriate for, the winding up of the Partnership’s business and affairs. (iii) The General Partner, or, if in the event there is no remaining General Partner, any Person elected unanimously by the Limited Partners holding at least a “majority in interest” (the General Partner or such other Person being referred to herein as the “Liquidator”), shall be responsible for overseeing the winding up and dissolution of the Partnership and shall take full account of the Partnership’s liabilities and property and the Partnership property shall be liquidated as promptly as is consistent with obtaining the fair value thereof, and the proceeds therefrom (which may, to the extent determined by the General Partner, include shares of common stock or other securities of the General Partner) shall be applied and distributed in the following order: (A) First, to the payment and discharge of all of the Partnership’s debts and liabilities to creditors other than the Partners; (B) Second, to the payment and discharge of all of the Partnership’s debts and liabilities to the General Partner; (C) Third, to the payment and discharge of all of the Partnership’s debts and liabilities to the other Partners; and (D) the balance, if any, shall be distributed to all Partners (including the Special Limited Partner) with positive Capital Accounts in accordance with their respective positive Capital Account balances after giving effect to all allocations in Exhibit B and all prior distributions under Section 5.15.1(b). (iv) The General Partner shall not receive any additional compensation for any services performed pursuant to this Article 13. (v) Any distributions pursuant to this Section 13.2(a) shall be made by the end of the Partnership’s taxable year in which the liquidation occurs (or, if later, within 90 days after the date of the liquidation). (b) (i) Notwithstanding the provisions of Section 13.2(a) hereof which require liquidation of the assets of the Partnership, but subject to the order of priorities set forth therein, if prior to or upon dissolution of the Partnership the Liquidator determines that an immediate sale of part or all of the Partnership’s assets would be impractical or would cause undue loss to the Partners (including the Special Limited Partner)Partners, the Liquidator may, in its sole and absolute discretion, defer for a reasonable time the liquidation of any asset except those necessary to satisfy liabilities of the Partnership (including to those Partners, including the Special Limited Partner, Partners as creditors) or distribute to the Partners (including the Special Limited Partner)Partners, in lieu of cash, as tenants in common and in accordance with the provisions of Section 13.2(a) hereof, undivided interests in such Partnership assets as the Liquidator deems not suitable for liquidation. (ii) Any such distributions in kind shall be made only if, in the good faith judgment of the Liquidator, such distributions in kind are in the best interests of the Partners (including the Special Limited Partner), and shall be subject to such conditions relating to the disposition and management of such properties as the Liquidator deems reasonable and equitable and to any agreements governing the operation of such properties at such time. (iii) The Liquidator shall determine the fair market value of any property distributed in kind using such reasonable method of valuation as it may adopt. (c) In the discretion of the Liquidator, a pro rata portion of the distributions that would otherwise be made to the General Partner, the Limited Partners and the Special Limited Partner pursuant to this Article 13 may be: (A) distributed to a trust established for the benefit of the General Partner, the Limited Partners and the Special Limited Partner for the purposes of liquidating Partnership assets, collecting amounts owed to the Partnership, and paying any contingent or unforeseen liabilities or obligations of the Partnership or the General Partner arising out of or in connection with the Partnership; the assets of any such trust shall be distributed to the General Partner, the Limited Partners and the Special Limited Partner from time to time, in the reasonable discretion of the Liquidator, in the same proportions as the amount distributed to such trust by the Partnership would otherwise have been distributed to the General Partner, the Limited Partners and the Special Limited Partner pursuant to this Agreement; or (B) withheld or escrowed to provide a reasonable reserve for Partnership liabilities (contingent or otherwise) and to reflect the unrealized portion of any installment obligations owed to the Partnership, provided that such withheld or escrowed amounts shall be distributed to the General Partner, the Limited Partners and the Special Limited Partner in the manner and order of priority set forth in Section 13.2(a), as soon as practicable.

Winding Up. (ia) Upon the occurrence of a Liquidating Dissolution Event, the Partnership Fund shall continue solely for the purposes of winding up its affairs in an orderly manner, liquidating its assets, and satisfying the claims of its creditors and Partners. (ii) No Partner the Members, and no Member shall take any action that is inconsistent with, or not necessary to or appropriate for, the winding up of the PartnershipFund’s business and affairs, provided that all covenants contained in this Agreement and obligations provided for in this Agreement shall continue to be fully binding upon the Members until such time as all assets of the Fund have been distributed pursuant to this Section 12.2 and the Certificate of Termination has been filed pursuant to the Act. The Manager shall appoint a Liquidator to oversee the winding up of the Fund; provided, however, that if the Fund has dissolved pursuant to Section 12.1(a) (iv), Members owning at least ninety percent (90%) of the Shares shall be entitled to designate the Liquidator, and further provided, that if such Members fail to designate a Liquidator within ten (10) days after the occurrence of such Dissolution Event, then any Member may petition a court of competent jurisdiction in Georgia to appoint a Liquidator. (iiib) The General Partner, or, if there is no remaining General Partner, any Person elected by the Limited Partners holding at least a “majority in interest” (the General Partner or such other Person being referred to herein as the “Liquidator”), shall be responsible for overseeing the winding up and dissolution of the Partnership and Liquidator shall take full account of the PartnershipFund’s liabilities and property assets and shall cause the Partnership property shall be liquidated as promptly as is consistent with obtaining the fair value thereof, and assets or the proceeds therefrom from the sale thereof (which mayas determined pursuant to Section 12.7), to the extent determined by the General Partnersufficient therefor, include shares of common stock or other securities of the General Partner) shall to be applied and distributed distributed, to the maximum extent permitted by law, in the following order: (Ai) Firstfirst, to creditors (including the Members and the Manager who are creditors, to the payment and discharge extent permitted by law) in satisfaction of all of the PartnershipFund’s debts Debts and other liabilities to creditors other than (whether by payment or the Partners; (B) Second, to the making of reasonable provision for payment and discharge of all of the Partnership’s debts and liabilities to the General Partner; (C) Third, to the payment and discharge of all of the Partnership’s debts and liabilities to the other Partnersthereof); and (Dii) second, the balance, if any, shall be distributed 100% to all Partners (including the Special Limited Partner) with positive Capital Accounts Investor Members, as a “guaranteed payment,” in accordance with proportion to their respective Offering Period Cumulative Return Balances until each Investor Member’s Offering Period Cumulative Return Balance has been reduced to zero ($0); (iii) third, the balance, if any, 100% to the Investor Members, as a “guaranteed payment,” in proportion to their respective Percentage Interests until each Investor Member’s Post-Offering Period Cumulative Return Balance has been reduced to zero ($0); (iv) fourth, the balance, if any, 100% to the Sponsoring Member, as a “guaranteed payment” until the Sponsoring Member’s Cumulative Return Balance has been reduced to zero ($0); (v) fifth, the balance, if any, to the Investor Members in proportion to their respective Percentage Interests, until each Investor Member’s Par Value Balance has been reduced to zero ($0); but in no event shall such amount to any Investor Member exceed the positive balance of the Investor Member’s Capital Account balances Account, after giving effect to all contributions, distributions and allocations in Exhibit B and for all prior distributions under Section 5.1.periods; (ivvi) The General Partner sixth, the balance, if any, to the Sponsoring Member until the Sponsoring Member’s unreturned Capital Contribution has been reduced to zero ($0); but in no event shall not receive any additional compensation such amount to the Sponsoring Member exceed the positive balance in the Sponsoring Member’s Capital Account, after giving effect to all contributions, distributions and allocations for any services performed pursuant to this Article 13.all periods; (vvii) Any distributions pursuant seventh, to this Section 13.2(a) shall be made the Sponsoring Member, as a “guaranteed payment,” with respect to services provided by the end Sponsoring Member equal to the excess of (A) 20% of the Partnership’s taxable year in which the liquidation occurs (orbalance, if laterany, within 90 days after minus (B) any payments of Disposition Fees previously made to the date of the liquidation).Sponsoring Member and not previously taken into account; and (iviii) Notwithstanding Thereafter, the provisions of Section 13.2(a) hereof which require liquidation of the assets of the Partnershipbalance, but subject if any, to the order of priorities set forth therein, if prior to or upon dissolution of the Partnership the Liquidator determines that an immediate sale of part or all of the Partnership’s assets would be impractical or would cause undue loss Investor Members in proportion to the Partners (including the Special Limited Partner)positive balances in their Capital Accounts, the Liquidator mayafter giving effect to all contributions, in its sole distributions and absolute discretion, defer allocations for a reasonable time the liquidation of any asset except those necessary to satisfy liabilities of the Partnership (including to those Partners, including the Special Limited Partner, as creditors) or distribute to the Partners (including the Special Limited Partner), in lieu of cash, as tenants in common and in accordance with the provisions of Section 13.2(a) hereof, undivided interests in such Partnership assets as the Liquidator deems not suitable for liquidation. (ii) Any such distributions in kind shall be made only if, in the good faith judgment of the Liquidator, such distributions in kind are in the best interests of the Partners (including the Special Limited Partner), and shall be subject to such conditions relating to the disposition and management of such properties as the Liquidator deems reasonable and equitable and to any agreements governing the operation of such properties at such time. (iii) The Liquidator shall determine the fair market value of any property distributed in kind using such reasonable method of valuation as it may adoptall periods. (c) In the discretion of the Liquidator, a pro pro-rata portion of the distributions that would otherwise be made to the General Partner, the Limited Partners and the Special Limited Partner Members pursuant to this Article 13 12 may be: (Ai) distributed to a trust established for the benefit of the General Partner, the Limited Partners and the Special Limited Partner Members for the purposes of liquidating Partnership Fund assets, collecting amounts owed to the PartnershipFund, and paying any contingent or unforeseen liabilities or obligations of the Partnership or the General Partner arising out of or Fund, in connection with the Partnership; which case the assets of any such trust shall be distributed to the General Partner, the Limited Partners and the Special Limited Partner Members from time to time-to-time, in the reasonable discretion of the Liquidator, in the same proportions as the amount distributed to such trust by the Partnership Fund would otherwise have been distributed to the General Partner, the Limited Partners and the Special Limited Partner Members pursuant to subsections (a) and (b) of this AgreementSection 12.2; or (Bii) withheld or escrowed to provide a reasonable reserve for Partnership Fund liabilities (contingent or otherwise) and to reflect the unrealized portion of any installment obligations owed to the PartnershipFund, provided that such withheld or escrowed amounts shall be distributed to the General Partner, the Limited Partners and the Special Limited Partner in the manner and order of priority set forth in Section 13.2(a), Members as soon as practicable. (d) The Fund is authorized to pay a reasonable fee to the Liquidator for its services performed pursuant to this Article 12 and to reimburse the Liquidator for its reasonable costs and expenses incurred in performing those services, provided that if the Manager is designated as the Liquidator, it shall be entitled to receive fees and expenses determined solely in accordance with this Agreement.

Winding Up. (i) A. Upon the occurrence of a Liquidating Event, the Partnership shall continue solely for the purposes of winding up its affairs in an orderly manner, liquidating its assets, and satisfying the claims of its creditors and Partners. (ii) . No Partner shall take any action that is inconsistent with, or not necessary to or appropriate for, the winding up of the Partnership’s business and affairs. (iii) . The General Partner, or, if in the event there is no remaining General Partner, any Person elected by a majority in interest of the Limited Partners holding at least a “majority in interest” (the General Partner or such other Person being referred to herein as the “Liquidator”), shall be responsible for overseeing the winding up and dissolution of the Partnership and shall take full account of the Partnership’s liabilities and property and the Partnership property shall be liquidated as promptly as is consistent with obtaining the fair value thereof, and the proceeds therefrom (which may, to the extent determined by the General Partner, include shares of common stock or other securities of in the General PartnerCompany) shall be applied and distributed in the following order: (A1) First, to the payment and discharge of all of the Partnership’s debts and liabilities to creditors other than the Partners; (B2) Second, to the payment and discharge of all of the Partnership’s debts and liabilities to the General Partner; (C3) Third, to the payment and discharge of all of the Partnership’s debts and liabilities to the other Partners; (4) Fourth, to the holders of Partnership Interests that are entitled to any preference in distribution upon liquidation in accordance with the rights of any such class or series of Partnership Interests (and, within each class or series, to each holder thereof pro rata in proportion to its respective Percentage Interests in such class); and (D5) the The balance, if any, shall be distributed to all the General Partner and Limited Partners (including the Special Limited Partner) with positive Capital Accounts in accordance with their respective positive Capital Account balances Accounts, after giving effect to all contributions, distributions, and allocations in Exhibit B and for all prior distributions under Section 5.1. (iv) periods. The General Partner shall not receive any additional compensation for any services performed pursuant to this Article 13. (v) Any distributions pursuant to this Section 13.2(a) shall be made by the end of the Partnership’s taxable year in which the liquidation occurs (or, if later, within 90 days after the date of the liquidation). (i) B. Notwithstanding the provisions of Section 13.2(a) 13.2.A hereof which require liquidation of the assets of the Partnership, but subject to the order of priorities set forth therein, if prior to or upon dissolution of the Partnership the Liquidator determines that an immediate sale of part or all of the Partnership’s assets would be impractical or would cause undue loss to the Partners (including the Special Limited Partner)Partners, the Liquidator may, in its sole and absolute discretion, defer for a reasonable time the liquidation of any asset assets except those necessary to satisfy liabilities of the Partnership (including to those Partners, including the Special Limited Partner, Partners as creditors) or and/or distribute to the Partners (including the Special Limited Partner)Partners, in lieu of cash, as tenants in common and in accordance with the provisions of Section 13.2(a) 13.2.A hereof, undivided interests in such Partnership assets as the Liquidator deems not suitable for liquidation. (ii) . Any such distributions in kind shall be made only if, in the good faith judgment of the Liquidator, such distributions in kind are in the best interests interest of the Partners (including the Special Limited Partner)Partners, and shall be subject to such conditions relating to the disposition and management of such properties as the Liquidator deems reasonable and equitable and to any agreements governing the operation of such properties at such time. (iii) . The Liquidator shall determine the fair market value of any property distributed in kind using such reasonable method of valuation as it may adopt. (c) C. In the discretion of the Liquidator, a pro rata portion of the distributions that would otherwise be made to the General Partner, the Partner and Limited Partners and the Special Limited Partner pursuant to this Article 13 may be: (A1) distributed to a trust established for the benefit of the General Partner, the Partner and Limited Partners and the Special Limited Partner for the purposes of liquidating Partnership assets, collecting amounts owed to the Partnership, and paying any contingent or unforeseen liabilities or obligations of the Partnership or the General Partner arising out of or in connection with the Partnership; the . The assets of any such trust shall be distributed to the General Partner, the Partner and Limited Partners and the Special Limited Partner from time to time, in the reasonable discretion of the Liquidator, in the same proportions as the amount distributed to such trust by the Partnership would otherwise have been distributed to the General Partner, the Partner and Limited Partners and the Special Limited Partner pursuant to this Agreement; or (B2) withheld or escrowed to provide a reasonable reserve for Partnership liabilities (contingent or otherwise) and to reflect the unrealized portion of any installment obligations owed to the Partnership, provided that such withheld or escrowed amounts shall be distributed to the General Partner, the Partner and Limited Partners and the Special Limited Partner in the manner and order of priority set forth in Section 13.2(a), 13.2.A as soon as practicable.

Winding Up. (i) Upon the occurrence of a Liquidating Event, the Partnership shall continue solely for the purposes of winding up its affairs in an orderly manner, liquidating its assets, and satisfying the claims of its creditors and Partners. (ii) No Partner shall take any action that is inconsistent with, or not necessary to or appropriate for, the winding up of the Partnership’s business and affairs. (iii) The General Partner, or, if in the event there is no remaining General Partner, any Person elected unanimously by the Special General Partner and Limited Partners holding at least a “majority in interest” (the General Partner or such other Person being referred to herein as the “Liquidator”), shall be responsible for overseeing the winding up and dissolution of the Partnership and shall take full account of the Partnership’s liabilities and property and the Partnership property shall be liquidated as promptly as is consistent with obtaining the fair value thereof, and the proceeds therefrom (which may, to the extent determined by the General Partner, include shares of common stock or other securities of the General Partner) shall be applied and distributed in the following order: (A) First, to the payment and discharge of all of the Partnership’s debts and liabilities to creditors other than the Partners; (B) Second, to the payment and discharge of all of the Partnership’s debts and liabilities to the General Partner; (C) Third, to the payment and discharge of all of the Partnership’s debts and liabilities to the other Partners; and (D) the balance, if any, as follows: (1) 100% of all sums distributable by the Partnership shall be distributed paid to all the General Partner and Limited Partners (including the Special Limited Partner) with positive Capital Accounts in accordance with their each Partner’s respective positive Capital Account balances Percentage Interest until the Limited Partners receive distributions from the Partnership in an amount equal to the sum of the First Level Return and Net Investment and the Stockholders receive dividends from the General Partner equal to the sum of the First Level Return and the Net Investment; (2) 100% of all sums distributable by the Partnership shall be paid to the Special General Partner until the Special Limiter Partner receives distributions from the Partnership in an amount equal to the sum of the SLP Distribution and the Net Investment; (3) 30% of all sums distributable by the Partnership shall be paid to the Special General Partner, and 70% of all sums distributable by the Partnership shall be paid to the General Partner and Limited Partners in accordance with each Partner’s respective Percentage Interest until the Limited Partners receive distributions from the Partnership in an amount equal to the sum of the Second Level Return and Net Investment and the Stockholders receive dividends from the General Partner equal to the sum of the Second Level Return and the Net Investment; and (4) 40% of all sums distributable by the Partnership shall be paid to the Special General Partner, and 60% of all sums distributable by the Partnership shall be paid to the General Partner and Limited Partners in accordance with each Partner’s respective Percentage Interest after giving effect the General Partner and the Limited Partners receive the distributions described in 13.2(a)(iii)(D)(3). (5) All amounts distributed by the Partnership pursuant to all allocations in Exhibit B and all prior distributions under Article 5 should be taken into account for purposes of this Section 5.1.13.2(a)(iii)D. (iv) The General Partner shall not receive any additional compensation for any services performed pursuant to this Article 13. (v) Any distributions pursuant to this Section 13.2(a) shall be made by the end of the Partnership’s taxable year in which the liquidation occurs (or, if later, within 90 days after the date of the liquidation). (i) Notwithstanding the provisions of Section 13.2(a) hereof which require liquidation of the assets of the Partnership, but subject to the order of priorities set forth therein, if prior to or upon dissolution of the Partnership the Liquidator determines that an immediate sale of part or all of the Partnership’s assets would be impractical or would cause undue loss to the Partners (including the Special Limited Partner)Partners, the Liquidator may, in its sole and absolute discretion, defer for a reasonable time the liquidation of any asset except those necessary to satisfy liabilities of the Partnership (including to those Partners, including the Special Limited Partner, Partners as creditors) or distribute to the Partners (including the Special Limited Partner)Partners, in lieu of cash, as tenants in common and in accordance with the provisions of Section 13.2(a) hereof, undivided interests in such Partnership assets as the Liquidator deems not suitable for liquidation. (ii) Any such distributions in kind shall be made only if, in the good faith judgment of the Liquidator, such distributions in kind are in the best interests of the Partners (including the Special Limited Partner)Partners, and shall be subject to such conditions relating to the disposition and management of such properties as the Liquidator deems reasonable and equitable and to any agreements governing the operation of such properties at such time. (iii) The Liquidator shall determine the fair market value of any property distributed in kind using such reasonable method of valuation as it may adopt. (c) In the discretion of the Liquidator, a pro rata portion of the distributions that would otherwise be made to the General Partner, the Special General Partner and Limited Partners and the Special Limited Partner pursuant to this Article 13 may be: (A) distributed to a trust established for the benefit of the General Partner, the Special General Partner and Limited Partners and the Special Limited Partner for the purposes of liquidating Partnership assets, collecting amounts owed to the Partnership, and paying any contingent or unforeseen liabilities or obligations of the Partnership or the General Partner arising out of or in connection with the Partnership; the assets of any such trust shall be distributed to the General Partner, the Special General Partner and Limited Partners and the Special Limited Partner from time to time, in the reasonable discretion of the Liquidator, in the same proportions as the amount distributed to such trust by the Partnership would otherwise have been distributed to the General Partner, the Special General Partner and Limited Partners and the Special Limited Partner pursuant to this Agreement; or (B) withheld or escrowed to provide a reasonable reserve for Partnership liabilities (contingent or otherwise) and to reflect the unrealized portion of any installment obligations owed to the Partnership, provided that such withheld or escrowed amounts shall be distributed to the General Partner, the Special General Partner and Limited Partners and the Special Limited Partner in the manner and order of priority set forth in Section 13.2(a), as soon as practicable.

Winding Up. (i) A. Upon the occurrence of a Liquidating Event, the Partnership shall continue solely for the purposes of winding up its affairs in an orderly manner, liquidating its assets, and satisfying the claims of its creditors and Partners. (ii) . No Partner shall take any action that is inconsistent with, or not necessary to or appropriate for, the winding up of the Partnership’s 's business and affairs. (iii) . The General Partner, Partner (or, if in the event there is no remaining General Partner, any Person elected by a Majority in Interest of the Limited Partners holding at least a “majority in interest” (the General Partner or such other Person being referred to herein as the “"Liquidator”"), ) shall be responsible for overseeing the winding up and dissolution of the Partnership and shall take full account of the Partnership’s 's liabilities and property and the Partnership property shall be liquidated as promptly as is consistent with obtaining the fair value thereof, and the proceeds therefrom (which may, to the extent determined by the General Partner, include shares of common stock or other securities of in the General Partner) shall be applied and distributed in the following order: (A1) First, to the payment and discharge of all of the Partnership’s 's debts and liabilities to creditors other than the Partners; (B2) Second, to the payment and discharge of all of the Partnership’s 's debts and liabilities to the General Partner; (C3) Third, to the payment and discharge of all of the Partnership’s 's debts and liabilities to the other Limited Partners; and (D4) the The balance, if any, shall be distributed to all the General Partner and Limited Partners (including the Special Limited Partner) with positive Capital Accounts in accordance with their respective positive Capital Account balances balances, determined after giving effect to taking into account all allocations Capital Account adjustments for the Partnership taxable year during which the liquidation occurs (other than those made as a result of the liquidating distribution set forth in Exhibit B and all prior distributions under this Section 5.1. (iv) 13.2.A(4)). The General Partner shall not receive any additional compensation for any services performed pursuant to this Article 1313 other than reimbursement of its expenses as provided in Section 7.4. (v) Any distributions pursuant to this Section 13.2(a) shall be made by the end of the Partnership’s taxable year in which the liquidation occurs (or, if later, within 90 days after the date of the liquidation). (i) B. Notwithstanding the provisions of Section 13.2(a) 13.2.A hereof which require liquidation of the assets of the Partnership, but subject to the order of priorities set forth therein, if prior to or upon dissolution of the Partnership the Liquidator determines that an immediate sale of part or all of the Partnership’s 's assets would be impractical or would cause undue loss to the Partners (including the Special Limited Partner)Partners, the Liquidator may, in its sole and absolute discretion, defer for a reasonable time the liquidation of any asset assets except those necessary to satisfy liabilities of the Partnership (including to those Partners, including the Special Limited Partner, Partners as creditors) or and/or distribute to the Partners (including the Special Limited Partner)Partners, in lieu of cash, as tenants in common and in accordance with the provisions of Section 13.2(a) 13.2.A hereof, undivided interests in such Partnership assets as the Liquidator deems not suitable for liquidation. (ii) . Any such distributions in kind shall be made only if, in the good faith judgment of the Liquidator, such distributions in kind are in the best interests of the Partners (including the Special Limited Partner)Partners, and shall be subject to such conditions relating to the disposition and management of such properties as the Liquidator deems reasonable and equitable and to any agreements governing the operation of such properties at such time. (iii) . The Liquidator shall determine the fair market value of any property distributed in kind using such reasonable method of valuation as it may adopt. (c) In the discretion of the Liquidator, a pro rata portion of the distributions that would otherwise be made to the General Partner, the Limited Partners and the Special Limited Partner pursuant to this Article 13 may be: (A) distributed to a trust established for the benefit of the General Partner, the Limited Partners and the Special Limited Partner for the purposes of liquidating Partnership assets, collecting amounts owed to the Partnership, and paying any contingent or unforeseen liabilities or obligations of the Partnership or the General Partner arising out of or in connection with the Partnership; the assets of any such trust shall be distributed to the General Partner, the Limited Partners and the Special Limited Partner from time to time, in the reasonable discretion of the Liquidator, in the same proportions as the amount distributed to such trust by the Partnership would otherwise have been distributed to the General Partner, the Limited Partners and the Special Limited Partner pursuant to this Agreement; or (B) withheld or escrowed to provide a reasonable reserve for Partnership liabilities (contingent or otherwise) and to reflect the unrealized portion of any installment obligations owed to the Partnership, provided that such withheld or escrowed amounts shall be distributed to the General Partner, the Limited Partners and the Special Limited Partner in the manner and order of priority set forth in Section 13.2(a), as soon as practicable.

Winding Up. (i) A. Upon the occurrence of a Liquidating Event, the Partnership shall continue solely for the purposes of winding up its affairs in an orderly manner, liquidating its assetsassets (subject to the provisions of Section 13.2.B below), and satisfying the claims of its creditors and Partners. (ii) . No Partner shall take any action that is inconsistent with, or not necessary to or appropriate for, the winding up of the Partnership’s business and affairs. (iii) . The General Partner, Partner (or, if in the event there is no remaining General Partner, any Person elected by Limited Partners owning a majority-in-interest of the total Partnership Interests of the Limited Partners holding at least a “majority in interest” (the General Partner or such other Person being referred to herein as the “Liquidator”), ) shall be responsible for overseeing the winding up and dissolution of the Partnership and shall take full account of the Partnership’s liabilities and property and the Partnership property shall be liquidated as promptly as is consistent with obtaining the fair market value thereof, and the proceeds therefrom (which may, to the extent determined by the General Partner, include shares of common stock or other securities of the General Partnerin Crescent Equities) shall be applied and distributed in the following order: (A1) First, to the payment and discharge of all of the Partnership’s debts and liabilities to creditors other than the Partners; (B2) Second, to the payment and discharge of all of the Partnership’s debts and liabilities to the General Partner; (C) Third, to the payment and discharge of all of the Partnership’s debts and liabilities to the other Partners; and (D3) the The balance, if any, shall be distributed to all the General Partner and Limited Partners (including the Special Limited Partner) with positive Capital Accounts in accordance with their respective positive Capital Account balances balances, after giving effect to all contributions, distributions, and allocations in Exhibit B and for all prior distributions under Section 5.1. (iv) periods. The General Partner shall not receive any additional compensation for any services performed pursuant to this Article 13. (v) Any distributions pursuant to this Section 13.2(a) shall be made by the end of the Partnership’s taxable year in which the liquidation occurs (or, if later, within 90 days after the date of the liquidation). (i) B. Notwithstanding the provisions of Section 13.2(a) 13.2.A hereof which require liquidation of the assets of the Partnership, but subject to the order of priorities set forth therein, if prior to or upon dissolution of the Partnership the Liquidator determines that an immediate sale of part or all of the Partnership’s assets would be impractical or would cause undue loss to the Partners (including the Special Limited Partner)Partners, the Liquidator may, in its sole and absolute discretion, defer for a reasonable time the liquidation of any asset assets except those necessary to satisfy liabilities of the Partnership (including to those Partners, including the Special Limited Partner, Partners as creditors) or and/or distribute to the Partners (including the Special Limited Partner)Partners, in lieu of cash, as tenants in common and in accordance with the provisions of Section 13.2(a) 13.2.A hereof, undivided interests in such Partnership assets as the Liquidator deems not suitable for liquidation. (ii) . Any such distributions in kind shall be made only if, in the good faith judgment of the Liquidator, such distributions in kind are in the best interests interest of the Partners (including the Special Limited Partner)Partners, and shall be subject to such conditions relating to the disposition and management of such properties as the Liquidator deems reasonable and equitable and to any agreements governing the operation of such properties at such time. (iii) . The Liquidator shall determine the fair market value of any property distributed in kind using such reasonable method of valuation as it may adopt. (c) In the discretion C. As part of the Liquidator, a pro rata portion liquidation and winding-up of the distributions that would otherwise be made to the General Partner, the Limited Partners and the Special Limited Partner pursuant to this Article 13 may be: (A) distributed to a trust established for the benefit of the General Partner, the Limited Partners and the Special Limited Partner for the purposes of liquidating Partnership assets, collecting amounts owed to the Partnership, and paying any contingent or unforeseen liabilities or obligations a proper accounting shall be made of the Partnership or the General Partner arising out Capital Account of or in connection with the Partnership; the assets each Partner, including an analysis of any such trust shall be distributed changes to the General Partner, Capital Account from the Limited Partners and the Special Limited Partner from time to time, in the reasonable discretion date of the Liquidator, in the same proportions as the amount distributed to last previous accounting. Financial statements presenting such trust accounting shall include a report of an independent certified public accountant selected by the Partnership would otherwise have been distributed to Liquidator. D. As part of the General Partner, the Limited Partners liquidation and the Special Limited Partner pursuant to this Agreement; or (B) withheld or escrowed to provide a reasonable reserve for Partnership liabilities (contingent or otherwise) and to reflect the unrealized portion winding-up of any installment obligations owed to the Partnership, provided that such withheld the Liquidator may sell Partnership assets (or escrowed amounts shall be distributed to assets owned by the General PartnerSubsidiary Corporations, the Limited Partners and Management Company, or any other entity in which the Special Limited Partner in the manner and order of priority set forth in Section 13.2(aPartnership is an owner), at the best price and on the best terms and conditions as soon as practicablethe Liquidator in good faith believes are reasonably available at the time.

Winding Up. (i) Upon the occurrence of a Liquidating Event, the Partnership shall continue solely for the purposes of winding up its affairs in an orderly manner, liquidating its assets, and satisfying the claims of its creditors and Partners. (ii) No Partner shall take any action that is inconsistent with, or not necessary to or appropriate for, the winding up of the Partnership’s business and affairs. (iii) The General Partner, or, if there is no remaining General Partner, any Person elected unanimously by the Limited Partners holding at least a “majority in interest” (the General Partner or such other Person being referred to herein as the “Liquidator”), shall be responsible for overseeing the winding up and dissolution of the Partnership and shall take full account of the Partnership’s liabilities and property and the Partnership property shall be liquidated as promptly as is consistent with obtaining the fair value thereof, and the proceeds therefrom (which may, to the extent determined by the General Partner, include shares of common stock Common Stock or other securities of the General Partner) shall be applied and distributed in the following order: (A) First, to the payment and discharge of all of the Partnership’s debts and liabilities to creditors other than the Partners; (B) Second, to the payment and discharge of all of the Partnership’s debts and liabilities to the General Partner; (C) Third, to the payment and discharge of all of the Partnership’s debts and liabilities to the other Partners; and (D) the balance, if any, shall be distributed to all Partners (including the Special Limited Partner) with positive Capital Accounts in accordance with their respective positive Capital Account balances after giving effect to all allocations in Exhibit B and all prior distributions under Section 5.1balances. (iv) The General Partner shall not receive any additional compensation for any services performed pursuant to this Article 13. (v) Any distributions pursuant to this Section 13.2(a) shall be made by the end of the Partnership’s taxable year in which the liquidation occurs (or, if later, within 90 days after the date of the liquidation). (i) Notwithstanding the provisions of Section 13.2(a) hereof which require liquidation of the assets of the Partnership, but subject to the order of priorities set forth therein, if prior to or upon dissolution of the Partnership the Liquidator determines that an immediate sale of part or all of the Partnership’s assets would be impractical or would cause undue loss to the Partners (including considered as a whole) and the Special Limited Partner), the Liquidator may, in its sole and absolute discretion, defer for a reasonable time the liquidation of any asset except those necessary to satisfy liabilities of the Partnership (including to those Partners, including the Special Limited Partner, as creditors) or distribute to the Partners (including and the Special Limited Partner), in lieu of cash, as tenants in common and in accordance with the provisions of Section 13.2(a) hereof), undivided interests in such Partnership assets as the Liquidator deems not suitable for liquidation. (ii) Any such distributions in kind shall be made only if, in the good faith judgment of the Liquidator, such distributions in kind are in the best interests of the Partners (including considered as a whole) and the Special Limited Partner), and shall be subject to such conditions relating to the disposition and management of such properties as the Liquidator deems reasonable and equitable and to any agreements governing the operation of such properties at such time. (iii) The Liquidator shall determine the fair market value of any property distributed in kind using such reasonable method of valuation as it may adopt. (c) In the discretion of the Liquidator, a pro rata portion of the distributions that would otherwise be made to the General Partner, the Limited Partners and the Special Limited Partner pursuant to this Article 13 may be: (A) distributed to a trust established for the benefit of the General Partner, the Limited Partners and the Special Limited Partner for the purposes of liquidating Partnership assets, collecting amounts owed to the Partnership, and paying any contingent or unforeseen liabilities or obligations of the Partnership or the General Partner arising out of or in connection with the Partnership; the assets of any such trust shall be distributed to the General Partner, the Limited Partners and the Special Limited Partner from time to time, in the reasonable discretion of the Liquidator, in the same proportions as the amount distributed to such trust by the Partnership would otherwise have been distributed to the General Partner, the Limited Partners and the Special Limited Partner pursuant to this Agreement; or (B) withheld or escrowed to provide a reasonable reserve for Partnership liabilities (contingent or otherwise) and to reflect the unrealized portion of any installment obligations owed to the Partnership, provided provided, however, that such withheld or escrowed amounts shall be distributed to the General Partner, the Limited Partners and the Special Limited Partner in the manner and order of priority set forth in Section 13.2(a), as soon as practicable.

Winding Up. (ia) Upon the occurrence of a Liquidating Event, the Partnership shall continue solely for the purposes of winding up its affairs in an orderly manner, liquidating its assets, assets and satisfying the claims of its creditors and Partners. (ii) No Partner the Holders. After the occurrence of a Liquidating Event, no Holder shall take any action that is inconsistent with, or not necessary to or appropriate for, the winding up of the Partnership’s 's business and affairs. (iii) . The General Partner, Partner (or, if in the event that there is no remaining General PartnerPartner or the General Partner has dissolved, become bankrupt within the meaning of the Act or ceased to operate, any Person elected by a Majority in Interest of the Limited Partners holding at least a “majority in interest” (the General Partner or such other Person being referred to herein as the “Liquidator”"LIQUIDATOR"), ) shall be responsible for overseeing the winding up and dissolution of the Partnership and shall take full account of the Partnership’s 's liabilities and property and Properties. The proceeds from the Partnership property shall be liquidated as promptly as is consistent with obtaining the fair value thereof, and the proceeds therefrom (which may, to the extent determined by the General Partner, include shares of common stock or other securities of the General Partner) liquidation shall be applied and distributed in the following order: (Ai) First, to the payment and discharge satisfaction of all of the Partnership’s 's debts and liabilities to creditors other than (whether by payment or the Partnersmaking of reasonable provision for payment thereof) and the expenses of liquidation; (Bii) Second, to for the payment and discharge setting up of all any reserves which the General Partner may deem reasonably necessary for any contingent or unforeseen liabilities or obligations of the Partnership’s debts and liabilities to the General PartnerPartnership in accordance with applicable law; (Ciii) Third, to the payment and discharge of all Holders of the Partnership’s debts and liabilities to Xxxxxxx Preferred Units, pro rata among them based on their relative Percentage Interests in the other Partnersamount of the Preferred Redemption Price; and (Div) The balance to all Holders of Partnership Common Units in proportion to the balancepositive balances, if any, shall be distributed to all Partners (including the Special Limited Partner) with positive Capital Accounts in accordance with their respective positive Capital Account balances Accounts, after giving effect to all contributions, distributions and allocations in Exhibit B and for all prior distributions under Section 5.1periods. (iv) The General Partner shall not receive any additional compensation for any services performed pursuant to this Article 13. (v) Any distributions pursuant to this Section 13.2(a) shall be made by the end of the Partnership’s taxable year in which the liquidation occurs (or, if later, within 90 days after the date of the liquidation). (ib) Notwithstanding the provisions of Section 13.2(a) hereof which that require liquidation of the assets of the Partnership, but subject to the order of priorities set forth thereintherein and to Section 13.7, if prior to or upon dissolution of the Partnership Partnership, the Liquidator determines that an immediate sale of part or all of the Partnership’s 's assets would be impractical or would cause undue loss to the Partners (including the Special Limited Partner)Holders, the Liquidator may, in its sole Sole and absolute discretionAbsolute Discretion, defer for a reasonable time the liquidation of any asset assets except those necessary to satisfy liabilities of the Partnership (including to those Partners, including the Special Limited Partner, Holders as creditors) or and/or distribute to the Partners (including the Special Limited Partner)Holders, in lieu of cash, as tenants in common and in accordance with the provisions of Section 13.2(a) hereof, undivided interests in such Partnership assets as the Liquidator deems not suitable for liquidation. (ii) . Any such distributions in kind shall be made only if, in the good faith judgment of the Liquidator, such distributions in kind are in the best interests interest of the Partners (including the Special Limited Partner)Holders, and shall be subject to such conditions relating to the disposition and management of such properties as the Liquidator deems reasonable and equitable and to any agreements governing the operation of such properties at such time. (iii) . The Liquidator shall determine the fair market value of any property distributed in kind using such reasonable method of valuation as it may adopt. In the event of any distribution of property in kind hereunder, the Partnership shall treat such property as having been sold at its fair market value, shall allocate the gain or loss recognized as a result of such deemed sale in accordance with Section 6.2 hereof, and shall take such allocations into account in determining Capital Account balances for purposes of this Section 13.2(a). (c) In the discretion Sole and Absolute Discretion of the General Partner or the Liquidator, a pro rata portion of the distributions that would otherwise be made to the General Partner, the Limited Partners and the Special Limited Partner Holders pursuant to this Article 13 may be: (Ai) distributed to a trust established for the benefit of the General Partner, the Limited Partners Partner and the Special Limited Partner Holders for the purposes purpose of liquidating Partnership assets, collecting amounts owed to the Partnership, and paying any contingent or unforeseen liabilities or obligations of the Partnership or the General Partner arising out of or in connection with the Partnership; the . The assets of any such trust shall be distributed to the General PartnerHolders, the Limited Partners and the Special Limited Partner from time to time, in the reasonable discretion of the Liquidator, in the same proportions and amounts as the amount distributed to such trust by the Partnership would otherwise have been distributed to the General Partner, the Limited Partners and the Special Limited Partner Holders pursuant to this Agreement; or (Bii) withheld or escrowed to provide a reasonable reserve for Partnership liabilities (contingent or otherwise) and to reflect the unrealized portion of any installment obligations owed to the PartnershipPartnership by such Holders, provided that such withheld or escrowed amounts shall be distributed to the General Partner, the Limited Partners and the Special Limited Partner Holders in the manner and order of priority set forth in Section 13.2(a), ) hereof as soon as practicable. (d) If any Holder has a deficit balance in its Capital Account (after giving effect to all contributions, distributions and allocations for all taxable years, including the year during which such liquidation occurs), such Holder shall have no obligation to make any contribution to the capital of the Partnership with respect to such deficit, and such deficit shall not be considered a debt owed to the Partnership or to any other Person for any purpose whatsoever.

Winding Up. (i) A. Upon the occurrence of a Liquidating Event, the Partnership shall continue solely for the purposes of winding up its affairs in an orderly manner, liquidating its assets, and satisfying the claims of its creditors and Partners. (ii) . No Partner shall take any action that is inconsistent with, or not necessary to or appropriate for, the winding up of the Partnership’s business and affairs. (iii) . The General Partner, Partner (or, if in the event there is no remaining General Partner, any Person elected by a Majority in Interest of the Limited Partners holding at least a “majority in interest” (the General Partner or such other Person being referred to herein as the “Liquidator”), ) shall be responsible for overseeing the winding up and dissolution of the Partnership and shall take full account of the Partnership’s liabilities and property and the Partnership property shall be liquidated as promptly as is consistent with obtaining the fair value thereof, and the proceeds therefrom (which may, to the extent determined by the General Partner, include shares of common stock or other securities of in the General Partner) shall be applied and distributed in the following order: (A1) First, to the payment and discharge of all of the Partnership’s debts and liabilities to creditors other than the Partners; (B2) Second, to the payment and discharge of all of the Partnership’s debts and liabilities to the General Partner; (C3) Third, to the payment and discharge of all of the Partnership’s debts and liabilities to the other Partners; (4) Fourth, to the payment and discharge of the Series A Preferred Capital and the Capital Account of any Parity Preferred Units that are entitled to any preference in distributions, in accordance with the rights of such class or series of Partnership Interests (and within such class or series, pro rata in proportion to the respective Percentage Interests on the applicable Partnership Record Date); and (D5) the The balance, if any, shall be distributed to all the General Partner and Limited Partners (including the Special Limited Partner) with positive Capital Accounts in accordance with their respective positive Capital Account balances balances, determined after giving effect to taking into account all allocations in Exhibit B and Capital Account adjustments for all prior distributions under periods and the Partnership taxable year during which the liquidation occurs (other than those made as a result of the liquidating distribution set forth in this Section 5.1. (iv) 13.2.A(4)). The General Partner shall not receive any additional compensation for any services performed pursuant to this Article 1313 other than reimbursement of its expenses as provided in Section 7.4. (v) Any distributions pursuant to this Section 13.2(a) shall be made by the end of the Partnership’s taxable year in which the liquidation occurs (or, if later, within 90 days after the date of the liquidation). (i) B. Notwithstanding the provisions of Section 13.2(a) hereof 13.2.A which require liquidation of the assets of the Partnership, but subject to the order of priorities set forth therein, if prior to or upon dissolution of the Partnership the Liquidator determines that an immediate sale of part or all of the Partnership’s assets would be impractical or would cause undue loss to the Partners (including the Special Limited Partner)Partners, the Liquidator may, in its sole and absolute discretion, defer for a reasonable time the liquidation of any asset assets except those necessary to satisfy liabilities of the Partnership (including to those Partners, including the Special Limited Partner, Partners as creditors) or and/or distribute to the Partners (including the Special Limited Partner)Partners, in lieu of cash, as tenants in common and in accordance with the provisions of Section 13.2(a) hereof13.2.A, undivided interests in such Partnership assets as the Liquidator deems not suitable for liquidation. (ii) . Any such distributions in in-kind shall be made only if, in the good faith judgment of the Liquidator, such distributions in in-kind are in the best interests interest of the Partners (including the Special Limited Partner)Partners, and shall be subject to such conditions relating to the disposition and management of such properties as the Liquidator deems reasonable and equitable and to any agreements governing the operation of such properties at such time. (iii) . The Liquidator shall determine the fair market value of any property distributed in kind using such reasonable method of valuation as it may adopt. (c) In the discretion of the Liquidator, a pro rata portion of the distributions that would otherwise be made to the General Partner, the Limited Partners and the Special Limited Partner pursuant to this Article 13 may be: (A) distributed to a trust established for the benefit of the General Partner, the Limited Partners and the Special Limited Partner for the purposes of liquidating Partnership assets, collecting amounts owed to the Partnership, and paying any contingent or unforeseen liabilities or obligations of the Partnership or the General Partner arising out of or in connection with the Partnership; the assets of any such trust shall be distributed to the General Partner, the Limited Partners and the Special Limited Partner from time to time, in the reasonable discretion of the Liquidator, in the same proportions as the amount distributed to such trust by the Partnership would otherwise have been distributed to the General Partner, the Limited Partners and the Special Limited Partner pursuant to this Agreement; or (B) withheld or escrowed to provide a reasonable reserve for Partnership liabilities (contingent or otherwise) and to reflect the unrealized portion of any installment obligations owed to the Partnership, provided that such withheld or escrowed amounts shall be distributed to the General Partner, the Limited Partners and the Special Limited Partner in the manner and order of priority set forth in Section 13.2(a), as soon as practicable.

Winding Up. (ia) Upon the occurrence of a Liquidating Event, the Partnership shall continue solely for the purposes of winding up its affairs in an orderly manner, liquidating its assets, assets and satisfying the claims of its creditors and Partners. (ii) . No Partner shall take any action that is inconsistent with, or not necessary to or appropriate for, the winding up of the Partnership’s business and affairs. (iii) . The General Partner, Partner or, if in the event that there is no remaining General PartnerPartner or the General Partner has dissolved, become bankrupt within the meaning of the Act or ceased to operate, any Person elected by a Majority in Interest of the Outside Limited Partners holding at least a “majority in interest” (the General Partner or such other Person being referred to herein as the “Liquidator”), ) shall be responsible for overseeing the winding up and dissolution of the Partnership and shall take full account of the Partnership’s liabilities and property and the Partnership property Assets shall be liquidated as promptly as is consistent with obtaining the fair value thereof, and the proceeds therefrom (which may, to the extent determined by the General Partner, include shares of common stock or other securities of the General Partner) shall be applied and distributed in the following order: (Ai) First, to the payment and discharge of all of the Partnership’s debts and liabilities to creditors other than the Partners; (Bii) Second, to the payment and discharge of all of the Partnership’s debts and liabilities to the General PartnerPartner including amounts due as reimbursements under Section 7.3; (Ciii) Third, to the payment and discharge of all of the Partnership’s debts and liabilities to the other Partners, pro rata; and (Div) the The balance, if any, shall be distributed to all Partners (including the Special Limited Partner) with positive Capital Accounts in accordance with their respective positive Capital Account balances after giving effect to all allocations in Exhibit B and all prior distributions under Section 5.1. (iv) 5.1(a). The General Partner shall not receive any additional compensation for any services performed pursuant to this Article 1313 other than reimbursement of its expenses as provided in Section 7.3. If any Partner has a deficit balance in its Capital Account, such Partner shall have no obligation to make any contribution to the capital of the Partnership with respect to such deficit, and such deficit shall not be considered a debt owed to the Partnership or to any other Person for any purpose whatsoever. (v) Any distributions pursuant to this Section 13.2(a) shall be made by the end of the Partnership’s taxable year in which the liquidation occurs (or, if later, within 90 days after the date of the liquidation). (ib) Notwithstanding the provisions of Section 13.2(a) hereof which require liquidation of the assets of the PartnershipPartnership Assets, but subject to the order of priorities set forth therein, if prior to or upon dissolution of the Partnership the Liquidator determines that an immediate sale of part or all of the Partnership’s assets Partnership Assets would be impractical or would cause undue loss to the Partners (including the Special Limited Partner)Partners, the Liquidator may, in its sole and absolute discretion, defer for a reasonable time the liquidation of any asset Partnership Assets except those necessary to satisfy liabilities of the Partnership (including to those Partners, including the Special Limited Partner, Partners as creditors) or and/or distribute to the Partners (including the Special Limited Partner)Partners, in lieu of cash, as tenants in common and in accordance with the provisions of Section 13.2(a) hereof), undivided interests in such Partnership assets Assets as the Liquidator deems not suitable for liquidation. (ii) . Any such distributions in kind shall be made only if, if in the good faith judgment of the Liquidator, such distributions in kind are in the best interests interest of the Partners (including the Special Limited Partner)Partners, and shall be subject to such conditions relating to the disposition and management of such properties as the Liquidator deems reasonable and equitable and to any agreements governing the operation of such properties at such time. (iii) . The Liquidator shall determine the fair market value of any property distributed in kind using such reasonable method of valuation as it may adopt. (c) In the discretion of the Liquidator, a pro rata portion of the distributions that would otherwise be made to the General Partner, the Limited Partners and the Special Limited Partner pursuant to this Article 13 may be: (A) distributed to a trust established for the benefit of the General Partner, the Limited Partners and the Special Limited Partner for the purposes of liquidating Partnership assets, collecting amounts owed to the Partnership, and paying any contingent or unforeseen liabilities or obligations of the Partnership or the General Partner arising out of or in connection with the Partnership; the assets of any such trust shall be distributed to the General Partner, the Limited Partners and the Special Limited Partner from time to time, in the reasonable discretion of the Liquidator, in the same proportions as the amount distributed to such trust by the Partnership would otherwise have been distributed to the General Partner, the Limited Partners and the Special Limited Partner pursuant to this Agreement; or (B) withheld or escrowed to provide a reasonable reserve for Partnership liabilities (contingent or otherwise) and to reflect the unrealized portion of any installment obligations owed to the Partnership, provided that such withheld or escrowed amounts shall be distributed to the General Partner, the Limited Partners and the Special Limited Partner in the manner and order of priority set forth in Section 13.2(a), as soon as practicable.

Winding Up. (ia) Upon the occurrence of a Liquidating Event, the Partnership shall continue solely for the purposes of winding up its affairs in an orderly manner, liquidating its assets, and satisfying the claims of its creditors and Partners. (ii) . No Partner shall take any action that is inconsistent with, or not necessary to or appropriate for, the winding up of the Partnership’s business and affairs. (iii) . The General Partner, or, if in the event there is no remaining General Partner, any Person elected by vote of the Limited Partners holding at least a “majority in interest” (the General Partner or such other Person being referred to herein as the “Liquidator”), shall be responsible for overseeing the winding up and dissolution of the Partnership and shall take full account of the Partnership’s liabilities and property and the Partnership property shall be liquidated as promptly as is consistent with obtaining the fair value thereof, and the proceeds therefrom (which may, to the extent determined by the General Partner, include shares of common stock or other securities of in the General PartnerCompany) shall be applied and distributed in the following order: (Ai) First, to the payment and discharge of all of the Partnership’s debts Debts and liabilities to creditors other than the Partnersliabilities; (Bii) Second, to the payment and discharge of all of the Partnership’s debts and liabilities to the General Partner; (C) Third, to the payment and discharge of all of the Partnership’s debts and liabilities to the other Partners; and (D) the The balance, if any, shall be distributed to all Partners (including the Special Limited Partner) with positive Capital Accounts in accordance with their respective positive Capital Account balances balances, determined after giving effect to all allocations adjustments made in Exhibit B accordance with Article 6 resulting from Partnership operations and from all prior distributions under Section 5.1. (iv) sales and dispositions of all or any part of the Partnership’s assets. The General Partner shall not receive any additional compensation for any services performed pursuant to this Article 13. (v) , other than reimbursement of its expenses as provided in Section 7.4. Any distributions pursuant to this Section 13.2(a) 13.2 shall be made by the end of the Partnership’s taxable year in which the liquidation Liquidating Event occurs (or, if later, within 90 ninety (90) days after the date of the liquidationLiquidating Event). To the extent deemed advisable by the General Partner, appropriate arrangements (including the use of a liquidating trust) may be made to assure that adequate funds are available to pay any contingent Debts or obligations. (ib) Notwithstanding the provisions of Section 13.2(a) hereof 13.2 which require liquidation of the assets of the Partnership, but subject to the order of priorities set forth therein, if prior to or upon dissolution of the Partnership the Liquidator determines that an immediate sale of part or all of the Partnership’s assets would be impractical or would cause undue loss to the Partners (including the Special Limited Partner)Partners, the Liquidator may, in its sole and absolute discretion, defer for a reasonable time the liquidation of any asset assets except those necessary to satisfy liabilities of the Partnership (including to those Partners, including the Special Limited Partner, Partners as creditors) or and/or distribute to the Partners (including the Special Limited Partner)Partners, in lieu of cash, as tenants in common and in accordance with the provisions of Section 13.2(a) hereof13.4(a), undivided interests in such Partnership assets as the Liquidator deems not suitable for liquidation. (ii) . Any such distributions in kind shall be made only if, in the good faith judgment of the Liquidator, such distributions in kind are in the best interests interest of the Partners (including the Special Limited Partner)Partners, and shall be subject to such conditions relating to the disposition and management of such properties Properties as the Liquidator deems reasonable and equitable and to any agreements governing the operation of such properties Properties at such time. (iii) . The Liquidator shall determine the fair market value of any property distributed in kind using such reasonable method of valuation as it may adopt. (c) In the discretion of the Liquidator, a pro rata portion of the distributions that would otherwise be made to the General Partner, the Limited Partners and the Special Limited Partner pursuant to this Article 13 may be: (A) distributed to a trust established for the benefit of the General Partner, the Limited Partners and the Special Limited Partner for the purposes of liquidating Partnership assets, collecting amounts owed to the Partnership, and paying any contingent or unforeseen liabilities or obligations of the Partnership or the General Partner arising out of or in connection with the Partnership; the assets of any such trust shall be distributed to the General Partner, the Limited Partners and the Special Limited Partner from time to time, in the reasonable discretion of the Liquidator, in the same proportions as the amount distributed to such trust by the Partnership would otherwise have been distributed to the General Partner, the Limited Partners and the Special Limited Partner pursuant to this Agreement; or (B) withheld or escrowed to provide a reasonable reserve for Partnership liabilities (contingent or otherwise) and to reflect the unrealized portion of any installment obligations owed to the Partnership, provided that such withheld or escrowed amounts shall be distributed to the General Partner, the Limited Partners and the Special Limited Partner in the manner and order of priority set forth in Section 13.2(a), as soon as practicable.

Winding Up. (ia) Upon the occurrence of a Liquidating Event, the Partnership shall continue solely for the purposes of winding up its affairs in an orderly manner, liquidating its assets, assets and satisfying the claims of its creditors and Partners. (ii) No . After the occurrence of a Liquidating Event, no Partner shall take any action that is inconsistent with, or not necessary to or appropriate for, the winding up of the Partnership’s business and affairs. (iii) . The General Partner, Partner or, if in the event that there is no remaining General PartnerPartner or the General Partner has dissolved, become bankrupt within the meaning of the Act or ceased to operate, any Person elected by a Majority in Interest of the Outside Limited Partners holding at least a “majority in interest” (the General Partner or such other Person being referred to herein as the “Liquidator”), ) shall be responsible for overseeing the winding up and dissolution of the Partnership and shall take full account of the Partnership’s liabilities and property property, and the Partnership Partnership’s property shall be liquidated as promptly as is consistent with obtaining the fair value thereof, and the proceeds therefrom (which may, to the extent determined by the General Partner, include shares of common stock or other securities of the General Partner) shall be applied and distributed in the following order: (Ai) First, to the payment and discharge satisfaction of all of the Partnership’s debts Debts and liabilities to creditors other than the PartnersPartners and their Assignees (whether by payment or the making of reasonable provision for payment thereof); (Bii) Second, to the payment and discharge satisfaction of all of the Partnership’s debts Debts and liabilities to the General PartnerPartner (whether by payment or the making of reasonable provision for payment thereof), including, but not limited to, amounts due as reimbursements under Section 7.04 hereof; (Ciii) Third, to the payment and discharge satisfaction of all of the Partnership’s debts Debts and liabilities to the other PartnersLimited Partners and any Assignees (whether by payment or the making of reasonable provision for payment thereof); (iv) Fourth, to the Holders of Class A Preferred Units in accordance with the liquidation preference set forth in Sections 16.05; and (Dv) the The balance, if any, shall be distributed to all the General Partner, the Limited Partners (including the Special Limited Partner) with positive Capital Accounts and any Assignees in accordance with their respective positive Capital Account balances balances, after giving effect to all contributions, distributions and allocations in Exhibit B and for all prior distributions under Section 5.1. (iv) periods. The General Partner shall not receive any additional compensation for any services performed pursuant to this Article 13XIII. (v) Any distributions pursuant to this Section 13.2(a) shall be made by the end of the Partnership’s taxable year in which the liquidation occurs (or, if later, within 90 days after the date of the liquidation). (ib) Notwithstanding the provisions of Section 13.2(a13.02(a) hereof which that require liquidation of the assets of the Partnership, but subject to the order of priorities set forth therein, if prior to or upon dissolution of the Partnership the Liquidator determines that an immediate sale of part or all of the Partnership’s assets would be impractical or would cause undue loss to the Partners (including the Special Limited Partner)Partners, the Liquidator may, in its sole and absolute discretion, defer for a reasonable time the liquidation of any asset assets except those necessary to satisfy liabilities of the Partnership (including to those Partners, including the Special Limited Partner, Partners as creditors) or and/or distribute to the Partners (including the Special Limited Partner)Partners, in lieu of cash, as tenants in common and in accordance with the provisions of Section 13.2(a13.02(a) hereof, undivided interests in such Partnership assets as the Liquidator deems not suitable for liquidation. (ii) . Any such distributions in kind shall be made only if, in the good faith judgment of the Liquidator, such distributions in kind are in the best interests interest of the Partners (including the Special Limited Partner)Partners, and shall be subject to such conditions relating to the disposition and management of such properties as the Liquidator deems reasonable and equitable and to any agreements governing the operation of such properties at such time. (iii) . The Liquidator shall determine the fair market value of any property distributed in kind using such reasonable method of valuation as it may adopt. (c) If any Partner has a deficit balance in its Capital Account (after giving effect to all contributions, distributions and allocations for all taxable years, including the year during which such liquidation occurs) (a “Capital Account Deficit”), such Partner shall not be required to make any contribution to the capital of the Partnership with respect to such Capital Account Deficit and such Capital Account Deficit shall not be considered a debt owed to the Partnership or any other Person for any purpose whatsoever. (d) Notwithstanding the provisions of Section 13.02(c), (i) if the General Partner has a Capital Account Deficit, the General Partner shall contribute to the capital of the Partnership the amount necessary to restore such Capital Account Deficit balance to zero; (ii) if a DRO Partner has a Capital Account Deficit, such DRO Partner shall be obligated to make a contribution to the Partnership with respect to such DRO Partner’s Capital Account Deficit balance upon a liquidation of the Partnership or a “liquidation” of such Partner’s Partnership Interest within the meaning of Regulations Section 1.704-1(b)(2)(ii)(g) (which term shall include a redemption by the Partnership of such DRO Partner’s Partnership Interest upon exercise of the Redemption right) in an amount equal to the lesser of (x) such DRO Partner’s Capital Account Deficit balance or (y) such DRO Partner’s DRO Amount; and (iii) the second sentence of Section 13.02(c) shall not apply with respect to any other Partner to the extent, but only to the extent, that such Partner previously has agreed in writing, with the consent of the General Partner, to undertake an express obligation to restore all or any portion of a deficit that may exist in its Capital Account upon a liquidation of the Partnership. Solely for purposes of determining a DRO Partner’s Capital Account balance upon a liquidation of such Partner’s Partnership Interest, the General Partner shall redetermine the Gross Asset Value of the Partnership’s assets on such date based upon the principles set forth in the definition of “Gross Asset Value,” and shall take into account the DRO Partner’s allocable share of any unrealized gain or unrealized loss resulting from such adjustment in determining the DRO Partner’s Capital Account balance. No Partner shall have any right to become a DRO Partner, to increase its DRO Amount, or otherwise agree to restore any portion of any Capital Account Deficit without the express written consent of the General Partner, in its sole and absolute discretion. The General Partner shall not have the right to eliminate or decrease any Partner’s DRO Amount without the written consent of such Partner unless otherwise agreed to by such parties. Any contribution required of a Partner under this Section 13.02(d) shall be made on or before the later of (i) the end of the Partnership Year in which the interest is liquidated or (ii) the ninetieth (90th) day following the date of such liquidation. The proceeds of any contribution to the Partnership made by a DRO Partner with respect to such DRO Partner’s Capital Account Deficit balance shall be treated as a Capital Contribution by such DRO Partner and the proceeds thereof shall be treated as assets of the Partnership to be applied as set forth in Section 13.02(a). (e) In furtherance of Section 13.02(d)(ii), a DRO Partner shall cease to be a DRO Partner six months after the disposition of all of such DRO Partner’s remaining Partnership Units (including upon an exercise of a Redemption right) unless at the time of, or during the six-month period following, such disposition, there has been any of the following: (i) an entry of a decree or order for relief in respect of the Partnership by a court having jurisdiction over a substantial part of the Partnership’s assets, or the appointment of a receiver, liquidator, assignee, custodian, trustee, sequestrator (or other similar official) of the Partnership or of any substantial part of its property, or ordering the winding up or liquidation of the Partnership’s affairs, in an involuntary case under the federal bankruptcy laws, as now or hereafter constituted, or any other applicable federal or state bankruptcy, insolvency or other similar law; or (ii) the commencement against the Partnership of an involuntary case under the federal bankruptcy laws, as now or hereafter constituted, or any other applicable federal or state bankruptcy, insolvency or other similar law; or (iii) the commencement by the Partnership of a voluntary case under the federal bankruptcy laws, as now or hereafter constituted, or any other applicable federal or state bankruptcy, insolvency or other similar law, or the consent by it to the entry of an order for relief in an involuntary case under any such law or the consent by it to the appointment of or taking possession by a receiver, liquidator, assignee, custodian, trustee, sequestrator (or other similar official) of the Partnership or of any substantial part of its property, or the making by it of a general assignment for the benefit of creditors, or the failure of the Partnership generally to pay its debts as such debts become due or the taking of any action in furtherance of any of the foregoing; or (iv) the Partnership becoming insolvent. Following the passage of the six-month period described in this Section 13.02(e), a DRO Partner shall cease to be a DRO Partner at the first time, if any, that all of the conditions set forth in (i) through (iv) above are not in existence. (f) In the sole and absolute discretion of the General Partner or the Liquidator, a pro rata portion of the distributions that would otherwise be made to the General Partner, the Limited Partners and the Special Limited Partner pursuant to this Article 13 XIII may be: (Ai) distributed to a trust established for the benefit of the General Partner, Partner and the Limited Partners and the Special Limited Partner for the purposes purpose of liquidating Partnership assets, collecting amounts owed to the Partnership, and paying any contingent or unforeseen liabilities or obligations of the Partnership or of the General Partner arising out of or in connection with the Partnership; the Partnership and/or Partnership activities. The assets of any such trust shall be distributed to the General Partner, Partner and the Limited Partners and the Special Limited Partner Partners, from time to time, in the reasonable discretion of the General Partner or the Liquidator, in the same proportions and amounts as the amount distributed to such trust by the Partnership would otherwise have been distributed to the General Partner, Partner and the Limited Partners and the Special Limited Partner pursuant to this AgreementSection 13.02(a); or (Bii) withheld or escrowed to provide a reasonable reserve for Partnership liabilities (contingent or otherwise) and to reflect the unrealized portion of any installment obligations owed to the Partnership, provided provided, that such withheld or escrowed amounts shall be distributed to the General Partner, the Partner and Limited Partners and the Special Limited Partner in the manner and order of priority set forth in Section 13.2(a), 13.02(a) hereof as soon as practicable.

Winding Up. (ia) Upon the occurrence of a Liquidating Eventan event of dissolution described in SECTION 3.2, the Partnership shall continue solely for the purposes of winding up its affairs in an orderly manner, liquidating its assets, assets and satisfying the claims of its creditors and Partners. (ii) . No Partner shall take any action that is inconsistent with, or not necessary to or appropriate for, the winding up of the Partnership’s 's business and affairs. (iii) . The General Partner, or, if there is no remaining General Partner, any Person elected by the Limited Partners holding at least a “majority in interest” (the General Partner or such other Person being referred to herein as the “Liquidator”), Liquidating Trustee shall be responsible for overseeing the winding up and dissolution liquidation of the Partnership Partnership's assets and shall take full account of the Partnership’s 's liabilities and property and the Partnership property Partnership's assets shall be liquidated as promptly as is consistent with obtaining the fair value thereof, and the proceeds therefrom (which may, to the extent determined by the General PartnerLiquidating Trustee, include shares of common stock or other securities of in the General Partner) shall be applied and distributed in the following order: (A) First, to the payment and discharge of all of the Partnership’s debts and liabilities to creditors other than the Partners; (B) Second, to the payment and discharge of all of the Partnership’s debts and liabilities to the General Partner; (C) Third, to the payment and discharge of all of the Partnership’s debts and liabilities to the other Partners; and (D) the balance, if any, shall be distributed to all Partners (including the Special Limited Partner) with positive Capital Accounts in accordance with their respective positive Capital Account balances after giving effect to all allocations in Exhibit B and all prior distributions under Section 5.1. (iv) The General Partner shall not receive any additional compensation for any services performed pursuant to this Article 13. (v) Any distributions pursuant to this Section 13.2(a) shall be made by the end of the Partnership’s taxable year in which the liquidation occurs (or, if later, within 90 days after the date of the liquidation). (i) Notwithstanding the provisions of Section 13.2(a) hereof which require liquidation of the assets of the Partnership, but subject to the order of priorities set forth therein, if prior to or upon dissolution of the Partnership the Liquidator determines that an immediate sale of part or all of the Partnership’s assets would be impractical or would cause undue loss to the Partners (including the Special Limited Partner), the Liquidator may, in its sole and absolute discretion, defer for a reasonable time the liquidation of any asset except those necessary to satisfy liabilities of the Partnership (including to those Partners, including the Special Limited Partner, as creditors) or distribute to the Partners (including the Special Limited Partner), in lieu of cash, as tenants in common and in accordance with the provisions of Section 13.2(a) hereof, undivided interests in such Partnership assets as the Liquidator deems not suitable for liquidationSECTION 8.2. (ii) Any such distributions in kind shall be made only if, in the good faith judgment of the Liquidator, such distributions in kind are in the best interests of the Partners (including the Special Limited Partner), and shall be subject to such conditions relating to the disposition and management of such properties as the Liquidator deems reasonable and equitable and to any agreements governing the operation of such properties at such time. (iii) The Liquidator shall determine the fair market value of any property distributed in kind using such reasonable method of valuation as it may adopt. (cb) In the discretion of the LiquidatorLiquidating Trustee, a pro rata PRO RATA portion of the distributions that would otherwise be made to the General Partner, the Partner and Limited Partners and the Special Limited Partner pursuant to this Article 13 ARTICLE VIII may be: (Ai) distributed to a trust established for the benefit of the General Partner, the Partner and Limited Partners and the Special Limited Partner for the purposes of liquidating Partnership assets, collecting amounts owed to the Partnership, Partnership and paying any contingent or unforeseen liabilities or obligations of the Partnership or of the General Partner arising out of or in connection with the Partnership; the . The assets of any such trust shall be distributed to the General Partner, the Partner and Limited Partners and the Special Limited Partner from time to time, in the reasonable discretion of the LiquidatorLiquidating Trustee, in the same proportions as the amount distributed to such trust by the Partnership would otherwise have been distributed to the General Partner, Partner and the Limited Partners and the Special Limited Partner pursuant to this Agreement; or (Bii) withheld or escrowed to provide a reasonable reserve for Partnership liabilities (contingent or otherwise) and to reflect the unrealized portion of any installment obligations owed to the Partnership, provided ; PROVIDED that such withheld or escrowed amounts shall be distributed to the General Partner, the Partner and Limited Partners and the Special Limited Partner in the manner and order of priority set forth in Section 13.2(a), SECTION 8.2 as soon as practicablepossible. (c) A reasonable time shall be allowed for the orderly winding-up of the business and affairs of the Partnership and the liquidation of its assets pursuant to SECTION 8.1 hereof, in order to minimize any losses otherwise attendant upon such winding-up, and the provisions of this Agreement shall remain in effect between the Partners during the period of liquidation. (d) The liquidation of the Partnership shall not be deemed finally completed until the Partnership shall have received cash payments in full with respect to obligations such as notes, installment sale contracts or other similar receivables received by the Partnership in connection with the sale of Partnership assets and all remaining obligations of the Partnership have been satisfied or assumed by the Liquidating Trustee. The Liquidating Trustee shall continue to act to enforce all of the rights of the Partnership pursuant to any such obligations until such obligations are paid in full or otherwise satisfied. The Liquidating Trustee shall use reasonable efforts to liquidate the Partnership in the same year in which substantially all of the assets of the Partnership being disposed of in the liquidation are sold or exchanged. (e) The Liquidating Trustee shall be empowered to give and receive notices, reports and payments in connection with the dissolution, liquidation and/or winding-up of the Partnership and shall hold and exercise such other rights and powers as are necessary or required to permit all parties to deal with the Liquidating Trustee in connection with the dissolution, liquidation and/or winding-up of the Partnership.

Winding Up. (ia) Upon the occurrence of a Liquidating Event, the Partnership shall continue solely for the purposes of winding up its affairs in an orderly manner, liquidating its assets, and satisfying the claims of its creditors and Partners. (ii) . No Partner shall take any action that is inconsistent with, or not necessary to or appropriate for, the winding up of the Partnership’s business and affairs. (iii) . The General Partner, or, if in the event there is no remaining General Partner, any Person elected by a majority of the Percentage Interests of the Limited Partners holding at least a “majority in interest” (the General Partner or such other Person being referred to herein as the “Liquidator”), shall be responsible for overseeing the winding up and dissolution of the Partnership and shall take full account of the Partnership’s liabilities and property and the Partnership property shall be liquidated as promptly as is consistent with obtaining the fair value thereof, and the proceeds therefrom (which may, to the extent determined by the General Partner, include shares of common stock or other securities of the General PartnerREIT Shares) shall be applied and distributed in the following order: (Ai) First, to the payment and discharge in satisfaction of all of the Partnership’s debts and liabilities to creditors other than the PartnersPartners (whether by payment or the making of reasonable provision for payment thereof); (Bii) Second, to the payment and discharge of all of the Partnership’s debts and liabilities to the General Partner; (Ciii) Third, to the payment and discharge of all of the Partnership’s debts and liabilities to the other Partners; and (Div) the The balance, if any, shall be distributed to all the General Partner and Limited Partners (including the Special Limited Partner) with positive Capital Accounts in accordance with their respective positive Capital Account balances Accounts, after giving effect to all contributions, distributions, and allocations in Exhibit B and for all prior distributions under Section 5.1. (iv) periods. The General Partner shall not receive any additional compensation for any services performed pursuant to this Article 13. (v) Any distributions pursuant to this Section 13.2(a) shall be made by the end of the Partnership’s taxable year in which the liquidation occurs (or, if later, within 90 days after the date of the liquidation). (ib) Notwithstanding the provisions of Section 13.2(a) hereof which require liquidation of the assets of the Partnership, but subject to the order of priorities set forth therein, if prior to or upon dissolution of the Partnership the Liquidator determines that an immediate sale of part or all of the Partnership’s assets would be impractical or would cause undue loss to the Partners (including the Special Limited Partner)Partners, the Liquidator may, in its sole and absolute discretion, defer for a reasonable time the liquidation of any asset assets except those necessary to satisfy liabilities of the Partnership (including to those Partners, including the Special Limited Partner, Partners as creditors) or and/or distribute to the Partners (including the Special Limited Partner)Partners, in lieu of cash, as tenants in common and in accordance with the provisions of Section 13.2(a) hereof, undivided interests in such Partnership assets as the Liquidator deems not suitable for liquidation. (ii) . Any such distributions in kind shall be made only if, in the good faith judgment of the Liquidator, such distributions in kind are in the best interests interest of the Partners (including the Special Limited Partner)Partners, and shall be subject to such conditions relating to the disposition and management of such properties as the Liquidator deems reasonable and equitable and to any agreements governing the operation of such properties at such time. (iii) . The Liquidator shall determine the fair market value of any property distributed in kind using such reasonable method of valuation as it may adopt. (c) In the discretion of the Liquidator, a pro rata portion of the distributions that would otherwise be made to the General Partner, the Partner and Limited Partners and the Special Limited Partner pursuant to this Article 13 may be: (Ai) distributed to a trust established for the benefit of the General Partner, the Partner and Limited Partners and the Special Limited Partner for the purposes of liquidating Partnership assets, collecting amounts owed to the Partnership, and paying any contingent or unforeseen liabilities or obligations of the Partnership or the General Partner arising out of or in connection with the Partnership; the . The assets of any such trust shall be distributed to the General Partner, the Partner and Limited Partners and the Special Limited Partner from time to time, in the reasonable discretion of the Liquidator, in the same proportions as the amount distributed to such trust by the Partnership would otherwise have been distributed to the General Partner, the Partner and Limited Partners and the Special Limited Partner pursuant to this Agreement; or (Bii) withheld or escrowed to provide a reasonable reserve for Partnership liabilities (contingent or otherwise) and to reflect the unrealized portion of any installment obligations owed to the Partnership; provided, provided that such withheld or escrowed amounts shall be distributed to the General Partner, the Partner and Limited Partners and the Special Limited Partner in the manner and order of priority set forth in Section 13.2(a), ) as soon as practicable.

Winding Up. (ia) Upon the occurrence of a Liquidating Event, the Partnership shall continue solely for the purposes of winding up its affairs in an orderly manner, liquidating its assets, and satisfying the claims of its creditors and Partners. (ii) . No Partner shall take any action that is inconsistent with, or not necessary to or appropriate for, the winding up of the Partnership’s business and affairs. (iii) . The General Partner, or, if in the event there is no remaining General Partner, any Person elected by a majority of the Percentage Interests of the Limited Partners holding at least a “majority in interest” (the General Partner or such other Person being referred to herein as the “Liquidator”), shall be responsible for overseeing the winding up and dissolution of the Partnership and shall take full account of the Partnership’s liabilities and property and the Partnership property shall be liquidated as promptly as is consistent with obtaining the fair value thereof, and the proceeds therefrom (which may, to the extent determined by the General PartnerLiquidator and with the consent of the Board of Directors, include shares of common stock or other securities REIT Shares of the General PartnerCompany) shall be applied and distributed in the following order: (A1) First, to the payment and discharge in satisfaction of all of the Partnership’s debts Debts and liabilities to creditors other than the PartnersPartners (whether by payment or the making of reasonable provision for payment thereof); (B2) Second, to the payment and discharge of all of the Partnership’s debts Debts and liabilities to the General PartnerPartner (whether by payment or the making of reasonable provision for payment thereof), including, but not limited to, amounts due as reimbursements under Section 7.4; (C3) Third, to the payment and discharge of all of the Partnership’s debts Debts and liabilities to the other Partners; and (D4) the The balance, if any, shall be distributed to all the Partners (including the Special Limited Partner) with positive Capital Accounts in accordance with their respective positive Capital Account balances Accounts, after giving effect to all contributions, distributions, and allocations in Exhibit B and for all prior distributions under Section 5.1. (iv) periods. The General Partner shall not receive any additional compensation for any services performed pursuant to this Article 13. (v) Any distributions pursuant to this Section 13.2(a) shall be made by the end of the Partnership’s taxable year in which the liquidation occurs (or, if later, within 90 days after the date of the liquidation). (ib) Notwithstanding the provisions of Section 13.2(a) hereof which require liquidation of the assets of the Partnership, but subject to the order of priorities set forth therein, if prior to or upon dissolution of the Partnership the Liquidator determines that an immediate sale of part or all of the Partnership’s assets would be impractical or would cause undue loss to the Partners (including the Special Limited Partner)Partners, the Liquidator may, in its sole and absolute discretion, defer for a reasonable time the liquidation of any asset assets except those necessary to satisfy liabilities of the Partnership (including to those Partners, including the Special Limited Partner, Partners as creditors) or and/or distribute to the Partners (including the Special Limited Partner)Partners, in lieu of cash, as tenants in common and in accordance with the provisions of Section 13.2(a) hereof), undivided interests in such Partnership assets as the Liquidator deems not suitable for liquidation. (ii) . Any such distributions in kind shall be made only if, in the good faith judgment of the Liquidator, such distributions in kind are in the best interests interest of the Partners (including the Special Limited Partner)Partners, and shall be subject to such conditions relating to the disposition and management of such properties as the Liquidator deems reasonable and equitable and to any agreements governing the operation of such properties at such time. (iii) . The Liquidator shall determine the fair market value of any property distributed in kind using such reasonable method of valuation as it may adopt. (c) In the discretion of the Liquidator, a pro rata portion of the distributions that would otherwise be made to the General Partner, the Limited Partners and the Special Limited Partner pursuant to this Article 13 may be: (A1) distributed to a trust established for the benefit of the General Partner, the Partner and Limited Partners and the Special Limited Partner for the purposes of liquidating Partnership assets, collecting amounts owed to the Partnership, and paying any contingent or unforeseen liabilities or obligations of the Partnership or the General Partner arising out of or in connection with the Partnership; the . The assets of any such trust shall be distributed to the General Partner, the Partner and Limited Partners and the Special Limited Partner from time to time, in the reasonable discretion of the Liquidator, in the same proportions as the amount distributed to such trust by the Partnership would otherwise have been distributed to the General Partner, the Partner and Limited Partners and the Special Limited Partner pursuant to this Agreement; or (B2) withheld or escrowed to provide a reasonable reserve for Partnership liabilities (contingent or otherwise) and to reflect the unrealized portion of any installment obligations owed to the Partnership; provided, provided that such withheld or escrowed amounts shall be distributed to the General Partner, the Partner and Limited Partners and the Special Limited Partner in the manner and order of priority set forth in Section 13.2(a), ) as soon as practicable.

Winding Up. (i) A. Upon the occurrence of a Liquidating Event, the Partnership Company shall continue solely for the purposes of winding up its affairs in an orderly manner, liquidating its assets, assets and satisfying the claims of its creditors and Partners. (ii) No Partner Members. After the occurrence of a Liquidating Event, no Member shall take any action that is inconsistent with, or not necessary to or appropriate for, the winding up of the PartnershipCompany’s business and affairs. . The Managing Member (iii) The General Partner, or, if in the event that there is no remaining General PartnerManaging Member, any Person elected by a Majority in Interest of the Limited Partners holding at least a “majority in interest” Non-Managing Members (the General Partner Managing Member or such other Person being referred to herein as the “Liquidator”), ) shall be responsible for overseeing the winding up and dissolution of the Partnership Company and shall take full account of the PartnershipCompany’s liabilities and property property, and the Partnership Company property shall be liquidated as promptly as is consistent with obtaining the fair value thereof, and the proceeds therefrom (which may, to the extent determined by the General PartnerManaging Member, include shares of common stock or other securities of in the General PartnerManaging Member) shall be applied and distributed in the following order: (A1) First, to the payment and discharge satisfaction of all of the PartnershipCompany’s debts and liabilities to creditors other than the PartnersMembers and their Assignees (whether by payment or the making of reasonable provision for payment thereof); (B2) Second, to the payment and discharge satisfaction of all of the PartnershipCompany’s debts and liabilities to the General Partner; (C) ThirdMembers, including, but not limited to, any loan made to the Company by a Member in accordance with the terms of this Agreement (including the Managing Member Loan) (whether by payment and discharge or the making of all of the Partnership’s debts and liabilities to the other Partnersreasonable provision for payment thereof); and (D3) the The balance, if any, shall be distributed to all Partners (including the Special Limited Partner) with positive Capital Accounts Members and any Assignees in accordance with and proportion to their respective positive Capital Account balances balances, after giving effect to all contributions, distributions and allocations in Exhibit B and for all prior distributions under Section 5.1. (iv) periods. The General Partner Managing Member shall not receive any additional compensation for any services performed pursuant to this Article 13XIII. (v) Any distributions pursuant to this Section 13.2(a) shall be made by the end of the Partnership’s taxable year in which the liquidation occurs (or, if later, within 90 days after the date of the liquidation). (i) B. Notwithstanding the provisions of Section 13.2(a) 13.3A hereof which that require liquidation of the assets of the PartnershipCompany, but subject to the order of priorities set forth therein, if prior to or upon dissolution of the Partnership Company the Liquidator determines that an immediate sale of part or all of the PartnershipCompany’s assets would be impractical or would cause undue loss to the Partners (including the Special Limited Partner)Members, the Liquidator may, in its sole and absolute discretion, may defer for a reasonable time the liquidation of any asset assets except those necessary to satisfy liabilities of the Partnership Company (including to those Partners, including the Special Limited Partner, Members as creditors) or and/or with the Consent of the Managing Member and the Affirmative Consent of the Non-Managing Members, distribute to the Partners (including the Special Limited Partner)Members, in lieu of cash, as tenants in common and in accordance with the provisions of Section 13.2(a) 13.3A hereof, undivided interests in such Partnership Company assets as the Liquidator deems not suitable for liquidation. (ii) Any . Notwithstanding the foregoing, any such distributions in kind shall be made only if, in the good faith judgment of the Liquidator, such distributions in kind are in the best interests interest of the Partners (including the Special Limited Partner)Members, and shall be subject to such conditions relating to the disposition and management of such properties as approved by the Liquidator deems reasonable Consent of the Managing Member and equitable the Affirmative Consent of the Non-Managing Members and to any agreements governing the operation of such properties at such time. (iii) . The Liquidator shall determine the fair market value of any property distributed in kind using such reasonable method of valuation as it may adopt. (c) C. In the discretion event that the Company is “liquidated” within the meaning of Regulations Section 1.704-1(b) (2)(ii)(g), distributions shall be made pursuant to this Article XIII to the Members and Assignees that have positive Capital Accounts in compliance with Regulations Section 1.704-1(b) (2)(ii)(b) (2) to the extent of, and in proportion to, their positive Capital Account balances. If any Member has a deficit balance in its Capital Account (after giving effect to all contributions, distributions and allocations for all taxable years, including the year during which such liquidation occurs), such Member shall have no obligation to make any contribution to the capital of the LiquidatorCompany with respect to such deficit, and such deficit shall not be considered a debt owed to the Company or to any other Person for any purpose whatsoever. A pro rata portion of the distributions that would otherwise be made to the General Partner, the Limited Partners and the Special Limited Partner Members pursuant to this Article 13 XIII may be: (A) distributed to a trust established for the benefit of the General Partner, the Limited Partners and the Special Limited Partner for the purposes of liquidating Partnership assets, collecting amounts owed to the Partnership, and paying any contingent or unforeseen liabilities or obligations of the Partnership or the General Partner arising out of or in connection with the Partnership; the assets of any such trust shall be distributed to the General Partner, the Limited Partners and the Special Limited Partner from time to time, in the reasonable discretion of the Liquidator, in the same proportions as the amount distributed to such trust by the Partnership would otherwise have been distributed to the General Partner, the Limited Partners and the Special Limited Partner pursuant to this Agreement; or (B) withheld or escrowed to provide a reasonable reserve for Partnership Company liabilities (contingent or otherwise) and to reflect the unrealized portion of any installment obligations owed to the PartnershipCompany, provided that such withheld or escrowed amounts shall be distributed to the General Partner, the Limited Partners and the Special Limited Partner Members in the manner and order of priority set forth in Section 13.2(a), 13.3A hereof as soon as practicable.

Winding Up. (i) A. Upon the occurrence of a Liquidating Event, the Partnership shall continue solely for the purposes of winding up its affairs in an orderly manner, liquidating its assets, and satisfying the claims of its creditors and Partners. (ii) . No Partner shall take any action that is inconsistent with, or not necessary to or appropriate for, the winding up of the Partnership’s 's business and affairs. (iii) . The General Partner, or, if in the event there is no remaining General Partner, any Person elected by a majority in interest of the Limited Partners holding at least a “majority in interest” (the General Partner or such other Person being referred to herein as the “"Liquidator”), ") shall be responsible for overseeing the winding up and dissolution of the Partnership and shall take full account of the Partnership’s 's liabilities and property and the Partnership property shall be liquidated as promptly as is consistent with obtaining the fair value thereof, and the proceeds therefrom (which may, to the extent determined by the General Partner, include shares of common stock or other securities of in the General Partner) shall be applied and distributed in the following order: (A1) First, to the payment and discharge of all of the Partnership’s 's debts and liabilities to creditors other than the Partners; (B2) Second, to the payment and discharge of all of the Partnership’s 's debts and liabilities to the General Partner; (C3) Third, to the payment and discharge of all of the Partnership’s 's debts and liabilities to the other Partners; and (D4) the The balance, if any, shall be distributed to all the General Partner and Limited Partners (including the Special Limited Partner) with positive Capital Accounts in accordance with their respective positive Capital Account balances Accounts, after giving effect to all contributions, distributions, and allocations in Exhibit B and for all prior distributions under Section 5.1. (iv) periods. The General Partner shall not receive any additional compensation for any services performed pursuant to this Article 13. (v) Any distributions pursuant to this Section 13.2(a) shall be made by the end of the Partnership’s taxable year in which the liquidation occurs (or, if later, within 90 days after the date of the liquidation). (i) B. Notwithstanding the provisions of Section 13.2(a) 13.2.A hereof which require liquidation of the assets of the Partnership, but subject to the order of priorities set forth therein, if prior to or upon dissolution of the Partnership the Liquidator determines that an immediate sale of part or all of the Partnership’s 's assets would be impractical or would cause undue loss to the Partners (including the Special Limited Partner)Partners, the Liquidator may, in its sole and absolute discretion, defer for a reasonable time the liquidation of any asset assets except those necessary to satisfy liabilities of the Partnership (including to those Partners, including the Special Limited Partner, Partners as creditors) or and/or distribute to the Partners (including the Special Limited Partner)Partners, in lieu of cash, as tenants in common and in accordance with the provisions of Section 13.2(a) 13.2.A hereof, undivided interests in such Partnership assets as the Liquidator deems not suitable for liquidation. (ii) . Any such distributions in kind shall be made only if, in the good faith judgment of the Liquidator, such distributions in kind are in the best interests interest of the Partners (including the Special Limited Partner)Partners, and shall be subject to such conditions relating to the disposition and management of such properties as the Liquidator deems reasonable and equitable and to any agreements governing the operation of such properties at such time. (iii) . The Liquidator shall determine the fair market value of any property distributed in kind using such reasonable method of valuation as it may adopt. (c) C. In the discretion of the Liquidator, a pro rata portion of the distributions that would otherwise be made to the General Partner, the Partner and Limited Partners and the Special Limited Partner pursuant to this Article 13 may be: (A) 1. distributed to a trust established for the benefit of the General Partner, the Partner and Limited Partners and the Special Limited Partner for the purposes of liquidating Partnership assets, collecting amounts owed to the Partnership, and paying any contingent or unforeseen liabilities or obligations of the Partnership or of the General Partner arising out of or in connection with the Partnership; the . The assets of any such trust shall be distributed to the General Partner, the Partner and Limited Partners and the Special Limited Partner from time to time, in the reasonable discretion of the Liquidator, in the same proportions as the amount distributed to such trust by the Partnership would otherwise have been distributed to the General Partner, the Partner and Limited Partners and the Special Limited Partner pursuant to this Agreement; or (B) 2. withheld or escrowed to provide a reasonable reserve for Partnership liabilities (contingent or otherwise) and to reflect the unrealized portion of any installment obligations owed to the Partnership, provided that such withheld or escrowed amounts shall be distributed to the General Partner, the Partner and Limited Partners and the Special Limited Partner in the manner and order of priority set forth in Section 13.2(a), 13.2.A as soon as practicable.

Winding Up. (i) A. Upon the occurrence of a Liquidating Event, the Partnership Company shall continue solely for the purposes of winding up its affairs in an orderly manner, liquidating its assets, and satisfying the claims of its creditors and Partners. (ii) Members. No Partner Member shall take any action that is inconsistent with, or not necessary to or appropriate for, the winding up of the PartnershipCompany’s business and affairs. (iii) . The General Partner, Manager or, if in the event there is no remaining General PartnerManager, any Person elected by Members holding a majority of the Limited Partners holding at least a “majority Percentage Interests in interest” the Company (the General Partner Manager or such other Person being referred to herein as the “Liquidator”), shall be responsible for overseeing the winding up and dissolution of the Partnership Company and shall take full account of the PartnershipCompany’s liabilities and property and the Partnership Company property shall be liquidated as promptly as is consistent with obtaining the fair value thereof, and the proceeds therefrom (which may, to the extent determined by the General Partner, include shares of common stock or other securities of the General Partner“Terminating Capital Transaction Proceeds”) shall be applied and distributed in the following order: (A1) First, to the payment and discharge of all of the PartnershipCompany’s debts and liabilities to creditors other than the PartnersMembers (Affiliates of the Members shall not be considered “Members” for these purposes); (B2) Second, to the payment and discharge of all of the PartnershipCompany’s debts and liabilities to the General Partner; (C) ThirdMembers, to the payment and discharge of all of the Partnership’s debts and liabilities to the other Partnerspro-rata among them; and (D3) Third, but subject to Paragraph D. below, the balance, if any, shall be distributed to all Partners (including the Special Limited Partner) with positive Capital Accounts Members in accordance with and in proportion to their respective positive Capital Account balances balances, as determined after giving effect to all contributions, distributions and allocations for all periods. A reasonable time shall be allowed for the orderly winding-up of the business and affairs of the Company and the liquidation of its assets pursuant to the other provisions of this Section 11.2 in Exhibit B order to minimize any losses otherwise attendant upon such winding-up, and all prior distributions under Section 5.1the provisions of this Agreement shall remain in effect between the Members during the period of liquidation. (iv) The General Partner shall not receive any additional compensation for any services performed pursuant to this Article 13. (v) Any distributions pursuant to this Section 13.2(a) shall be made by the end of the Partnership’s taxable year in which the liquidation occurs (or, if later, within 90 days after the date of the liquidation). (i) B. Notwithstanding the provisions of Section 13.2(a) 11.2.A hereof which require liquidation of the assets of the PartnershipCompany, but subject to the order of priorities set forth therein, if prior to or upon dissolution of the Partnership Company the Liquidator determines that an immediate sale of part or all of the PartnershipCompany’s assets would be impractical or would cause undue loss to the Partners (including the Special Limited Partner)Members, the Liquidator may, in its sole and absolute discretion, defer for a reasonable time the liquidation of any asset assets except those necessary to satisfy liabilities of the Partnership Company (including to those Partners, including the Special Limited Partner, Members and their Affiliates as creditors) or and/or distribute to the Partners (including the Special Limited Partner)Members, in lieu of cash, as tenants in common and in accordance with the provisions of Section 13.2(a) 11.2.A hereof, undivided interests in such Partnership Company assets as the Liquidator deems not suitable for liquidation. (ii) . Any such distributions in kind shall be made only if, in the good faith judgment of the Liquidator, such distributions in kind are in the best interests interest of the Partners (including the Special Limited Partner)Members, and shall be subject to such conditions relating to the disposition and management of such properties as the Liquidator deems reasonable and equitable and to any agreements governing the operation of such properties at such time. (iii) . The Liquidator shall determine the fair market value of any property distributed in kind using such reasonable method of valuation as it may adopt. C. In the event the Company is “liquidated” within the meaning of Treasury Regulations Section 1.704-1(b)(2)(ii)(g), distributions shall be made pursuant to this Article 11 to the Members and assignees that have positive Capital Accounts in compliance with Treasury Regulations Section 1.704-1(b)(2)(ii)(b)(2) to the extent of, and in proportion to, their positive Capital Account balances. If any Member has a deficit balance in its Capital Account (c) after giving effect to all contributions, distributions and allocations for all taxable years, including the year during which such liquidation occurs), such Member shall have no obligation to make any contribution to the capital of the Company with respect to such deficit, and such deficit shall not be considered a debt owed to the Company or to any other Person for any purpose whatsoever, provided that such withheld, or escrowed amount shall be distributed to the Members in the manner and order of priority set forth in Section 11.2.A. hereof as soon as practicable. D. In the discretion of the Liquidator, a pro rata portion of the distributions that would otherwise be made to the General Partner, the Limited Partners and the Special Limited Partner Members pursuant to this Article 13 clause (3) of Section 11.2.A. may be: (A1) distributed to a trust established for the benefit of the General Partner, the Limited Partners Manager and the Special Limited Partner Members for the purposes of liquidating Partnership Company assets, collecting amounts owed to the PartnershipCompany, and paying any contingent or unforeseen liabilities or obligations of the Partnership or the General Partner Company arising out of or in connection with the Partnership; the Company. The assets of any such trust shall be distributed to the General Partner, the Limited Partners and the Special Limited Partner Members from time to time, in the reasonable discretion of the Liquidator, in the same proportions as the amount distributed to such trust by the Partnership Company would otherwise have been distributed to the General Partner, the Limited Partners and the Special Limited Partner Members pursuant to this Agreement; orand/or (B2) withheld or escrowed to provide a reasonable reserve for Partnership Company liabilities (contingent or otherwise) and or to reflect the unrealized portion of any installment obligations owed to the PartnershipCompany, provided that such withheld or escrowed amounts shall be distributed to the General Partner, Members by the Limited Partners and the Special Limited Partner Liquidator in the manner and order of priority set forth in Section 13.2(a), 11.2.A as soon as practicable, as determined by the Liquidator in its reasonable judgment.